Meeting Management - Formal Meetings

Wednesday Co-authored Blog Series

For the Reader’s Information: We will be using our initials for these conversations we have so, Lynne Brown (LB) and James Latour (JL).

(LB) Most of us are quite familiar with staff meetings, team meetings, parent-teacher meetings but perhaps less so with formal meetings. In this case I am talking about an Annual General Meeting (AGM), which is legally necessary for many not-for-profit organizations, foundations and registered Charities (Canada – same throughout this blog).

AGM’s are a creature of their own with fairly strict rules to follow. The first rule is they normally require advance notice of the time, place and agenda.

(JL) Although the rule for advertising the AGM is pretty well engraved in legislative stone, the way chosen to advertise is not. Advertising can range anywhere from leaflets, to traditional newspapers, radio, T.V., all the way to the more modern, websites, social media (too numerous to list here), email, SMS (short message service – texting) and just about any other way you can think of. But it cannot happen by word of mouth only.

Here is a usual agenda with comments.

1. Call to Order: Starts the meeting.

2. Establish a quorum: Are the required number of members present? (JL) This is regulated by the Constitution & Bylaws of the organization, but guided by Provincial & Federal regulation. This is becoming more and more of a challenge for most organizations and hopefully will be addressed soon in legislation.

3. Adoption of agenda: Now we know what is going to happen. There cannot be any new business added to the agenda. If people want to discuss a new item it needs to be part of the formal notification prior to the meeting.

4. Adoption of minutes of last AGM: In fact, Roberts Rules of Order Newly Revised will tell you that a Board that meets regularly between AGM’s should adopt the minutes at their regular meeting. In practice, this does not usually happen. The Board, however. can review and make sure there are no errors. It is difficult for people to remember something that happened a year ago.

5. Reports: These can be from the President, Executive Director, Special Committees or any other reports the Board of Directors wants to share with the General Membership. If the reports are long and printed out is is best to allow people to read them and have the writer answer any questions. Each report requires a motion to adopt.

6. Financial Report: This is usually the Audit or Review Engagement Report. It makes life easier if you have the Accountant present that did the audit and report to answer any questions. This report also requires a motion to adopt.

7. Appointment of the Auditor for the next fiscal year: Motion to select the Auditor, usually made by the Treasurer but it doesn’t have to be.

8. Election of Directors: The formal way to do it is for the Chair to declare nominations are open. Then call for nominations. Once all nominations are in, the chair closes nominations and takes the vote. If, for example, there are 6 vacancies and 6 people running for office, the Chair can declare them elected by acclamation. If there are a number of people contesting a limited number of seats then ballots need to be issued. At that point the Chair needs to name 3 people to count and report back on the vote. The format for that report is quite simple and should read:

• Number of ballots received


• Number necessary to elect (usually 50% plus one, so for 17 people voting, you would need 9 to elect)


• The names of the candidates with the number of votes each received

This report is handed to the Chair who makes the announcement and declares the new Board of Directors. There is a temptation to spare people’s feelings by not giving the numbers. This is incorrect as the Electorate needs to know the complete results.

At this point the Chair requests a motion to destroy the ballots. The ballots are destroyed at the end of the meeting.

9. Adjournment: The Chair can adjourn the meeting without a motion to do so although many people do ask for a motion. (JL) Personally I prefer a motion so that no one can later contest even this smallest detail to throw the AGM and call for a new one.

You will note there is no place for new business. An AGM is simply the wrap-up of the previous year’s work. Prior to adjournment there can be special recognition or awards given out if that is the desire of the group.

So, that’s it, the quick and easy guide to an AGM.

(JL) I had worked with an organization a couple of years ago that had a person declare the AGM mismanaged and called for a new AGM. I had already closed off my contract with the organization about 3 months prior. Had I still been connected this would not have happened. The AGM was called sooner than the usual AGM, so therefore is called a Special Meeting of the Membership. It was revealed that the organization was broke and it was declared to be insolvent and thus to be registered with the Province as closed. In an unusual development, the Founder of the organization who’s (employment) contract had been cancelled the previous year and did not have a paid membership made this call. He was correct in making the call because the legal process was not followed during the meeting. However, it still baffles me that he who had no legal connection with the organization anymore was permitted to register the complaint. We just never know when the unusual will occur.

(JL) A few years prior to this AGM an organization that both Lynne, her partner and I had worked with had a coup d’état occur. The organization had not made allowance in their bylaws for a probationary period before new members were permitted to vote. A small group of employees and members got all their friends to attend the AGM, purchase memberships and then throw the whole meeting into chaos causing funders to leave the meeting and withdraw support. It was a total fiasco for months. Lynne would completely agree with this.

So it’s so important to follow process when it comes to an AGM. The smallest detail left unchecked could have disastrous impact. With my second story it is also VERY important to make sure that all your t’s are crossed and i’s dotted before solidifying a constitution and bylaws. And unfortunately the only way to get the best of that is by paying the top dollar for a specialty lawyer to review the documents. It is also important for the organization, and especially the Board of Directors, to review yearly these legal documents and update them.

Stay tuned for next week: xxxxxxxxxxx

James Latour is the owner and coach of JLP Solutions and writer on Life’s Roller Coaster. James has over 25 years of experience working with the profit and not-for-profit sectors with project management, human resources, fundraising and volunteerism and industry – related consulting.  He is known for his team approach and follow through.  If you are looking for an enthusiastic coach/consultant who walks the walk and talks the talk, you’ve found him. Recently James has turned his passion, writing, into a blog and is using his talent in more direct ways.

Lynne Brown is the owner and coach of Orca Coaching & Consulting. Lynne Brown has been a coach and mentor for the last 30 years. She has a passion for working with people by empowering them to achieve their dreams and set realistic and attainable goals. Lynne has high energy as well as a positive and empathetic approach. Lynne is a firm believer that one of the purposes in life is to have fun and she incorporates that into her coaching and consulting.

Meeting Management - Formal Meetings