Management of Meetings 

An introduction to the management of meetings.

Conduct of meetings

Care must be taken to ensure that proceedings of meetings are conducted fairly, strictly in accordance with the constitution and consistent with established procedures which members may have come to rely upon.

Statutory and customary procedures for the meetings of registered limited companies may appear to have little relevance to unincorporated associations, but in practice it will be found that compliance with such procedures will avoid disputes. Aggrieved members who feel that they have been unfairly treated by the club may question procedure of meetings in a court proceedings.

Quorum

It is normal for the constitution to specify a quorum for any particular class of meeting and to provide that a meeting shall be abandoned if a quorum is not present within a specified time of the start of the meeting. In the absence of such a rule, any number of members present may elect a chairman and deal with the proper business.

Chair-person

The constitution should provide for a nominated officer (e.g. the Commodore) to chair meetings and in the normal course of events it will be for him to take the chair and commence proceedings without formality. In his absence, or if the rules make no specific provision, the first business of the meeting will be the appointment of a chair-person for which the person calling the meeting (normally the Secretary) will be responsible for inviting nominations. If only one nomination is made, the candidate's name should be voted on and accepted by a simple majority. If more than one nomination is made, there may be a simple majority. Since it is always desirable for a candidate to receive a simple majority, in the case of three or more candidates the rounds of voting should continue with the lowest polling candidate dropping out each time until a simple majority for one candidate is reached. Once a chair-person has been duly elected he may take charge of the meeting for its full duration, whether or not a vote is taken against him or the permanent chair-person arrives in the course of the meeting.

Validity of meetings

The chair-person's first duty will be to establish the validity of the meeting, either by himself or by the Secretary reading the notice convening it, or by obtaining the agreement of those present to the notice being taken as read. This is an important procedure, for it is the only opportunity for objectors to the validity of the meeting to make their point.

Minutes

If copies of the minutes of the previous meeting have been circulated prior to the meeting, those present may agree to have them taken as read. If not, the Secretary should be required to read them to the meeting. A motion to confirm the minutes should be taken. The only discussion at this stage should be upon the accuracy of the minutes as a record of what took place at the previous meeting. Any attempt to revise or modify a decision must be ruled out of order by the chair-person. When the vote as to the accuracy of the meeting is taken, only persons present at the previous meeting should be entitled to vote.

Matters arising

After confirmation of the previous minutes, there should be the opportunity to discuss relevant questions arising from decisions taken at the previous meeting, but any attempt to change such a decision should not be permitted. Changes to previous resolutions can only be implemented by a properly constituted resolution on the formal agenda of the meeting circulated with the proper notice.

Rights of audience

At large or formal meetings, those wishing to speak should be required to do so on their feet, at the invitation of the chair-person only, and shall address all remarks to the chair-person. If two members rise to speak at the same time, the chair-person should decide which one is to be heard first and the other should sit and wait his turn. Again, in large meetings, it is wise to limit each speaker to one opportunity to speak on each agenda item. Failure to do so can result in difficulties of fair enforcement of the rule over other members.

Motions, resolutions and amendments

A motion may be proposed and seconded as a resolution on which members must vote. Motions should be clearly and fully formulated in the notice calling the meeting and any changes must be the subject of an equally clearly formulated amendment.

For an amendment to be valid it should consist of a qualification of the motion and not merely an expression of disagreement. Matters beyond the scope of the motion which could have been the subject of a separate proposal may not be admitted as amendments. This is particularly important when a meeting is called to alter the rules of a club, since it is obviously unfair on those who have chosen not to attend the meeting, to find that decisions have been taken on matters which may have been of concern to them. Thus any amendments should be restricted to drafting details. If there are alternative motions, each should appear as a full motion on the agenda.

Proposal of motions

The proposer of a motion should be entitled to speak once to introduce his motion and again at the end of the debate to answer points raised by other speakers, or to deal with proposed amendments. Following that second speech, providing that the motion has been seconded, the motion becomes a resolution which should immediately be put to the meeting and voted.

Seconding motions

A motion must be seconded before any discussion is allowed to take place, either in favour of or against the motion. The second supporter of the motion may then speak for the motion or reserve his right until later. If no seconder can be found then the motion is lost.

Amendments

An amendment must be proposed and seconded in the same manner as an original motion at any time after the motion has been seconded and before the debate has ended, save that the proposer of the amendment does not have the right to reply enjoyed by the proposed of the substantive motion. He may only have one speech and must therefore decided at what stage he wishes to exercise his right of reply, however many amendments are proposed.

The same rule applies to other speakers who may only speak once, however many amendments are proposed. Each amendment should be dealt with fully before any further amendment is accepted for proposal. If an amendment is carried, it should be put to the meeting in the form of a substantive motion which is then open to further debate and which may itself be made the subject of an amendment. At this stage the mover of the original motion will have the right of making a single speech further to his opening and closing speeches on the main motion. At all times the chair-person must have a precise appreciation of the stage which the debate has reached.

Questions

A member who has spoken may, at the discretion of the chair-person, put a question to the proposer on a point of clarification but the question should not be allowed to develop into a speech.

Points of order

If a member thinks that there is some defect in the procedure, he may bring it to the attention of the chair-person at any time and invite the chair-person to give a ruling on the question. If the question is raised during another member's speech, the speaker should sit down until the chair-person has given his ruling. Only matters of procedure may be the subject of interventions. A contradiction of a misstatement and other means of intervening should not be permitted by the chair-person.

Shortening a debate

The chair-person under his general power to control the meeting may at any time call a vote on a motion, but should be careful to avoid any risk of apparent prejudice. A motion for a vote may be put at any time by a member who has not previously spoken in the debate, without the need for a seconder. If the closure motion is carried, the chairman should then call on the proposer of the motion to execute his right of right (if applicable).

Abandonment of debate

An alternative means of ending a debate is a motion to proceed to the next business. This should only be allowed from a member who has already spoken. The chair-person may allow the vote immediately or permit the proposer to explain his motion. No other speech should be allowed on the motion to abandon the debate, not even by the proposer of the original motion in exercising his right of reply. If the motion to abandon the debate is carried, the meeting passes from the subject under debate to the next agenda item.

Adjournment

A motion for the adjournment of a debate may be proposed at any time, even before the proposer has spoken. The motion should be seconded before a vote can be taken on it. The motion should be seconded before a vote can be taken on it. If there is a debate on the adjournment question, the chair-person should restrict the substance of speeches to what appears relevant to the question of whether or not the original debate should be adjourned. The discussion should not range unnecessarily into the merits of the substantive motion. Amendments must be restricted to the proposed period of adjournment, or to providing for one if the proposer has not dealt with this point. The proposer has no right of reply.

If the motion is successful, the chair-person will have the right to take the chair at the resumed meeting. Since the later meeting is a continuation of the earlier one, members who have already spoken will not be allowed a further speech. If the motion for adjournment is lost, the chair-person should not accept any further motions for adjournment if he considers they are simply for the purpose of creating delay.

A meeting may be adjourned where:

• the constitution gives powers to the chair-person for specific situations;
• it is necessary to take a poll;
• the chair-person is unable to keep order at the meeting despite genuine attempts to do so and the members will not pass a resolution for adjournment;
• a quorum is not present;
• practical circumstances, such as a failure of electricity, make it impossible for the meeting to held;
• the constitution allows the chair-person the power to adjourn if asked to do so by the majority of members present at the meeting, but is not obliged to do so unless the constitution provides that the chair-person is obliged to adjourn on request;

Notice of an adjourned meeting needs to be given only if:

• required by the governing document;
• the original meeting was adjourned without the fixing of a date, time and place of the new meeting;
• new business is to be considered at the adjourned meeting.

Disorder

The chair-person may declare the meeting adjourned and leave the chair if he thinks the orderly conduct of the meeting is made impossible by member's misbehaviour. Any attempt to continue the proceedings thereafter will be invalid.

Any other business

This is an item frequently to be found on agenda papers, but it should not be used as an opportunity for the proposing of a motion that ought to have been the subject of notice to members. Any debate should be limited to a decision to formulate a motion for inclusion as a specific agenda item at a future meeting. At a general meeting this is usually taken as an opportunity for members to air their views and make recommendations to the management committee about the management of the club.

Voting

Unless there are specific rules to the contrary contained in the club's constitution, voting is normally by a simple majority by a show of hands. Except for clubs registered under the Licensing Act 2003, which are voting members into the management committee, the chair-person has an extra, casting, vote although he is under no obligation to use it. If voting is equal, then the resolution fails.

Closing the meeting

If a time limit is reached, the meeting must be closed at that time. Otherwise the meeting comes to a close when the relevant business is concluded, or the meeting is adjourned by resolution, or the chair-person in case of disorder. Once the chair-person has declared the meeting closed, no further business may be validly transacted.

If you require further assistance please do not hesitate to contact the Legal Team Tel:  0844 5569519  Email: legal@rya.org.uk.