Most of a governing body’s work is carried out through meetings.
Your governing document will usually outline the type of meetings your organisation will have and their frequency.
In this section we look at how to ensure these meetings are as effective and efficient as they can be.
An agenda is a list of things to be done and running order for a meeting. It should be prepared in advance, and is usually drafted by the Secretary in consultation with the Chair. Information sent to the governing body should be timely and relevant. Common agenda items include:
- title, date, time and venue of meeting
- people present and any apologies for absence
- minutes of previous meeting for approval
- actions relating to previous meeting
- declaration of any conflicts of interest
- items to be discussed and decided
- reports from staff or sub-groups
- financial matters
- any other business (AOB)
- date, time and venue of next meeting.
AGMs and Incorporated Organisations
Since the Companies Act 2006 came into force, there’s no longer a statutory requirement to hold an AGM. But many companies still do for a number of reasons:
- an AGM must be held if it specifically states in the company’s articles that one is required
- an AGM can be an important opportunity for members who have minimal contact with directors to question directors about the company’s performance and prospects. This can be a positive PR opportunity.
Unlike a company a SCIO is obliged to hold a meeting of members at least every 15 months.
Annual General Meeting (AGM)
For organisations with a membership, the Annual General Meeting (AGM) is the main way for the members to influence the governing body. Firstly by electing them, and secondly by passing resolutions that influence how or what they do. The AGM is also the main opportunity for the trustees to report on their activities and be held to account for them by the membership.
Many voluntary organisations hold an AGM to fulfil a legal and/or constitutional obligation. An AGM provides an opportunity for members or beneficiaries to review the organisation’s financial position; with discussion of the accounts relating to the previous year.
It’s important for an organisation’s governing document to include the procedures for elections and AGMs. It should outline the business to be dealt with at the AGM, who may attend, who may vote, the information to be sent out in advance, and a whole range of procedural issues.
Held to make the main decisions of the organisation where only trustees can vote. Board meetings should be regular (4-10 per year) and well planned to ensure effective decision making. Before holding a meeting it’s important to:
- clarify its purpose
- decide who’s attending and who’s running the meeting
- work together, listen and manage differences constructively
- ensure that the agenda is useful and that clear minutes are produced.
Board meetings should not be taken up with reporting on past activities and work, they should focus on setting the strategic direction and development of your organisation in the future.
Code of Conduct
Many organisations adopt a formal Code of conduct and a register of interests, setting out the behaviour and conduct expected of trustees. This can be a useful reference if things go wrong. In order to fulfil their duties, trustees should uphold certain values and principles. These include to:
- act at all times in the best interests of the organisation, ahead of any professional or personal interest
- act in accordance with the organisation’s governing document and any relevant legislation
- act with honesty and integrity, and respect confidentiality and diversity of opinion
- enhance the organisation’s reputation and take an active interest in its work
- uphold the values and principles of the organisation
- maintain good relationships with other trustees and with staff, volunteers, members and other people in the organisation
- actively contribute to the work of the board by regularly attending meetings and preparing and participating in discussion and decision-making.
Good governance needs well informed and active trustees. SCVO can provide further training and resources to help ensure your organisation is governed effectively.
Extraordinary or special general meetings (EGM and SGM)
These are called to discuss ‘one-off’ business items that may occur between AGMs. As well as being called by trustees, they can also requested by members if they feel the organisation is not being well run. The governing document will usually set out the number of full members required to request an EGM, and how this should be done.
All trustees have a collective responsibility for the organisation’s financial management, not just the Treasurer. Organisations with charitable or company status must follow the relevant regulations on financial reporting carefully. Financial reporting (sample financial policies and procedures) is an important agenda item and should inform trustees of the organisation’s current and projected financial situation. Trustees must also be aware of all the tax, insurance and legal implications of their actions.
Minutes are a permanent record of when the meeting occurred, the main points of the discussions, decisions taken and actions required, by whom and when. Usually the responsibility of the Secretary, they should be approved by all and signed off by the Chair at the beginning of the following meeting. Minutes are legal documents, and could be requested by statutory bodies, for example during an investigation by an Employment Tribunal. It’s important that they are appropriate, concise and accurate. Copies should be sent to all trustees, with the originals kept in a secure but accessible place.
A quorum is the minimum number of voting members needed to take decisions on behalf of the organisation, for both general meetings and committee meetings. The usual quorum for a committee meeting is a majority (over half) of the trustees; for a general meeting of the members it will be less, for example 1/10 of the membership or 20 members, whichever is the smaller number.
A constitution should state the procedures for a meeting which is inquorate (ie with too few people). One option is to adjourn the meeting until the same time the following week, which would be deemed to be quorate regardless of how many people attended. An inquorate committee could be given the power to call a general meeting so that new members could be elected.
A balance has to be struck between ensuring that decisions are not being taken by a very small number of members, but not paralysing the organisation through being unable to take valid decisions because of difficulties in gathering a quorum. The proposed figure for the quorum should be compared against the maximum number of members and trustees, and reviewed against how many people are likely to be members or in office as trustees at any given time, and the likely level of turnout.
Sub-committees can be set up to tackle detailed planning or policy development in a specific area, eg finance or employment. But any decisions made by subcommittees need to be approved by the whole governing body. Sub-committees tend to fall into two categories – long-term, eg finance, staffing, and short-term, eg fundraising, events. They can provide an excellent opportunity to involve other people from within and outside the organisation, and can be useful for potential new trustees. To ensure that everyone knows what’s going on, every sub-committee needs up-to-date terms of reference that clearly describe its:
- remit or purpose
- responsibilities and powers
- reporting procedures
- relationship to the governing body.