Taking Minutes webinar follow-up Q&A
On 14 September 2021, ICDA hosted a special webinar on Taking Minutes for Secretaries Week on the Festival of Community Directors' calendar. This help-sheet contains responses to the Q&A from the session. If you would like to purchase a recording of the full webinar, you can do so by emailing service@ourcommunity.com.au.
Q: If a motion is moved and seconded but during discussion withdrawn, what is the method of withdrawing the motion. Does the mover have to withdraw?
A: As I understand it the principle is that once a motion has been made, seconded, and stated by the chair, it belongs to the body/board as a whole. The person who brought the motion if they want it withdrawn have to ask that it be withdrawn through the chair who can then put it to the meeting as a whole. It is then up the meeting to decide whether or not the motion is withdrawn via discussion/vote etc
Q: Does the chair need to sign the minutes?
A: In relation to this you need to check your model rules under the appropriate act that your organisation sits within as it can vary from state to state etc … For example in New South Wales the act states:
2) It is the duty of the secretary to keep minutes of:
(a) all appointments of office-bearers and members of the committee,
(b) the names of members of the committee present at a committee meeting or a general meeting, and
(c) all proceedings at committee meetings and general meetings.
3) Minutes of proceedings at a meeting must be signed by the chairperson of the meeting or by the chairperson of the next succeeding meeting.
But in Victoria there is no such directive it rather states about the minutes:
65. Minutes of meeting
(1) The Committee must ensure that minutes are taken and kept of each committee meeting.
(2) The minutes must record the following—
(a) the business considered at the meeting;
(b) any resolution on which a vote is taken and the result of the vote;
(c) any material personal interest disclosed under rule 64.
So we recommend that you check with your act and constitution.
Q: Are Standing Orders the same as Standing Items?
A: No standing orders are not the same as standing items.
Standing orders are essentially the rules/guidelines for how your organisation meets (if you have adopted standing orders). ICDA recommends flexible fairly contained standing orders (as attached) but here are more detailed examples for instance Renton’s Guide and Roberts Rules of orders.
Standing items on the other hand are those items that generally appear on every regular scheduled meeting for example ‘approve the previous minutes’, ‘conflicts of interest’ etc.
Q: Where are actions from previous meetings discussed?
A: We recommend that they are discussed as a standing item in the first ‘formalities’ section of the agenda under the heading: Matters arising from the minutes not addressed in other agenda items (See attached Agenda example)
Q: I have trouble defining what to minute. Our Board has a lot of discussion around a topic, so what do I actually minute
A: Our guide suggests the following in relation to what to minute:
Taking the minutes is nothing like taking dictation. You don’t have to cover everything that is said – you only have to be able to show:
- that these matters were discussed
- who was there when they were discussed
- what decision was eventually taken.
On request, you should also make a note of who voted and how they voted.
Nonetheless, you may need to develop some form of shorthand to be able to keep on top of a fast-moving discussion.
You will have to record any point where someone declares a conflict of interest and withdraws for that item, or doesn’t speak, or doesn’t vote, because you have to be able to show that it’s happened. If nothing is said in the minutes, the default assumption will be that the person participated. And you have to record any occasion where someone calls for a quorum.
Q: If you have a meeting and move and accept a motion and then the next day everyone changes their mind and the motion becomes invalid, what do you write in the minutes?
A: I believe in that instance you would need to move that the motion be withdrawn at the next board meeting and it go back to the board via the chair to be reconsidered.
Q: Can the chair vote on motions?
A: This will be outlined within the relevant Act under which your organisation sits and/or within your constitution. In Victoria for example the Act says the following about voting:
64 Voting
(1) On any question arising at a committee meeting, each committee member present at the meeting has one vote.
(2) A motion is carried if a majority of committee members present at the meeting vote in favour of the motion.
(3) Subrule (2) does not apply to any motion or question which is required by these Rules to be passed by an absolute majority of the Committee.
(4) If votes are divided equally on a question, the Chairperson of the meeting has a second or casting vote.
(5) Voting by proxy is not permitted.
Q: Do you need to advertise that you are having your AGM?
A: The following from our help sheet applies to advertising AGM’s:
How much notice to give to members?
Every state now leaves that up to the provisions of your own constitution - unless you're putting up any of those special resolutions, in which case you have to give 21 days' notice (in all states).
What kind of notice must you give?
This too depends on the provisions of your constitution.
Many organisations still think that they're obliged by law to put a notice in the newspaper. You're not, unless that's what your constitution says - and if it does, it's probably time to change it. Nobody looks at public notices any more, and email is much more efficient, cheaper too.
This also helps to prevent abuses, as in the case of the Wilderness Society. The board deliberately under-advertised its Canberra AGM in a small local newspaper. the little-read Burnie Advocate, which may have been within the rules but was nonetheless regarded as somewhat unsporting. A court later declared the meeting, and its associated elections, invalid.
Q: Does a resource exist that provides samples or templates of wording for motions, recommendations etc
A: We don’t currently have a template/sample sheet for wording of motions but below are some suggestions for the form of motions (hope this helps);
Verb must be in subjunctive mood
E.g. That the minutes be confirmed, not That the minutes are confirmed
Not a mere statement
E.g. That the proposed increases in fees are unjustified should be expressed as That this meeting record its opinion that the proposed increases in fees are unjustified
However action is to be preferred: That this meeting request the government not increase fees
Should not use first person
E.g. We call on the government to increase homeless services funding should be That this meeting calls on the government to increase funding for homeless services
Can consist of several parts
E.g. (a), (b), (c)
Sometimes a preamble can be used:
That, as the Newsrag is of low standard and low readership, its production be discontinued and the Shinynewthing Monthly be established as XYZinc new magazine.
A motion which is ambiguously worded or misleading should not be accepted by the Chair
E.g. A substantive motion submitted as a procedural motion
A motion may be phrased in the negative:
E.g. That the vacancy in the HR management committee be not filled
Q: Some meetings mention matters arising…this can waste time. Any suggestions?
A: Our suggestion would be to have a time amount allocated to this e.g 5mins and then it is up to the chair to manage the conversation and aim to keep it within time. This link has some tips for chairs around managing meetings/timing etc: https://communitydirectors.com...;
Q: Is a Motion listed as a Recommendation firstly on the Agenda and then minuted as a Motion in the Mintues?
A: The motion would firstly be listed in the agenda for decision if it has been formed and is ready for debate/passing. If it is then moved, seconded and then debated and adopted it would be minuted as such.
We recommend that the secretary should keep a record of every stage of the motion: the original, the amendments that were accepted from the floor, the amendments that were included only after a vote, and the final version that was carried.
Bear in mind if a motion is withdrawn before being voted on, you don’t have to minute it (but you can if you want to).