How to run a board meeting and write your minutes so you stay out of trouble and know what you decided. Paula Boutis, Iler Campbell LLP

Transcription

1 How to run a board meeting and write your minutes so you stay out of trouble and know what you decided Paula Boutis, Iler Campbell LLP

2 Overview Member meetings versus Board Meetings Pre-meeting prep The meeting Agenda Relevant Legislation and Rules Motions Minutes: what is their purpose and what should they say Special topics Conflicts of interest In camera meetings Special resolutions Co-op housing evictions

3 Some concepts Members meetings Who are the members of the corporation? Board meetings Who constitutes the board of directors? Who has the control over the corporation? Members? Proposals under CNFCA Bylaw amendments, nominating directors Board? Both?

4 Pre-meeting preparation Confirm who is coming Logistics Establish a draft agenda Ensure relevant documents are prepared Distribute or post agenda and background documents preferably a week before the meeting

5 The Agenda Sets the order of items to be considered What is the item about? Decision (Motion) Discussion Report Received (for information only) Report Adopted (binds the organization to the recommendations adopted)

6 The Agenda Call to order Approval of Minutes of Last meeting Review action items of last meeting Declaring conflicts of interest The matters for discussion, decision, information, adoption Next meeting date Motion to adjourn the meeting Time allotments for each item

7 The Agenda Call to order roll call Who is there (including guests) Who is not there Establish quorum is present Approval of the Agenda Approval of the minutes from the last meeting (standing item)

8 Running the meeting: Roles Chair Neutral, moves the meeting along May not have a vote except to break a tie (see your Rules!) Ensures everyone has a chance to participate Time keeper Track time Recording Secretary Track decisions etc.

9 Basics Every board member has rights equal to every other board member The will of the majority must be carried out Unless the goal is consensus The minority must be heard, and its rights protected Only one topic will be considered at a time Source:

10 The Rules The governing Act The By-laws (Constitution) Robert s Rules of Order Democratic Rules of Order Bourinot s Rules of Order pdf

11 The Rules Wainberg s Rules (out of print limited availability) Parliamentary Procedure Procedure At A Gl Consensus De Welty s Rules (based on consensus model) Welty/dp/

12 Motions Mover Seconder Confirm the motion (Chair) Make sure it makes sense and anyone reading it later could understand it that includes judges When does the discussion happen? Before formal mover/seconder? [consensus] After moved/seconded?

13 The Vote The vote - record Number in favour Number opposed Any abstentions Carried unanimously? If so, say so. Otherwise record how many in favour/opposed. Or if by consensus, asking anyone opposed? Or does anyone block consensus? If not, then carries, by consensus. [if Act governing the corporation allows decisions to formally be taken in this way]

14 Consensus Decisions Section 137 CNFPA (not in ONFPA, CCA) Decisions made by consensus 137. (1) The by-laws may provide that the directors or members shall make any decision by consensus, including a decision required to be made by a vote, except a decision taken (a) by a resolution referred to in subsection 182(1); (b) by special resolution; or (c) by a vote if consensus cannot be reached. Marginal note: Meaning of consensus, etc. (2) By-laws that provide for consensus decision-making shall define the meaning of consensus, provide for how to determine when consensus cannot be reached and establish the manner of referring any matter on which consensus cannot be reached to a vote.

15 A word about decisions Can you make decisions by ? Probably not it s a bad practice Section 136(7) CNFPA Subject to the by-laws, a director may if all the directors of the corporation consent, participate in a meeting of directors by means of a telephonic, an electronic or other communication facility that permits all participants to communicate adequately with each other during the meeting.

16 A word about decisions Section 94(3) CCA Meetings by telephone (3) Subject to the by-laws of the co-operative, where all the directors have consented thereto, any director may participate in a meeting of the board of directors. by means of conference, telephone or other communications equipment by means of which all persons participating in the meeting can hear each other,.

17 A word about decisions Section 34(6), ONFPA Participation by electronic, etc., means (6) Unless the by-laws provide otherwise, a director may, if all the directors of the corporation consent, participate in a meeting of the directors by telephonic or electronic means that permits all participants to communicate adequately with each other during the meeting.

18 A word about decisions Section 283(3.1), Corporations Act Means of meetings (3.1) Unless the by-laws otherwise provide, if all the directors of a corporation present at or participating in the meeting consent, a meeting of directors may be held by such telephone, electronic or other communication facilities as permit all persons participating in the meeting to communicate with each other simultaneously and instantaneously

19 A word about decisions So how can you use to make your meetings more efficient? Do a straw poll in advance by ; affirm decision by resolution or do the vote at the next meeting (if controversial, don t just affirm) Or resolution in lieu of meeting all directors must sign the resolution if so, no meeting necessary Section 127 (5) CNFPA Section 35(1) ONFPA Section 298(1), CA Nothing like this in CCA

20 A word about members meetings Section 67, ONFPA Voting by mail or by telephonic or electronic means 67. (1) A corporation may provide in its by-laws for voting by mail or by telephonic or electronic means, in addition to or instead of voting by proxy. 2010, c. 15, s. 67 (1). Same (2) Voting by mail or by telephonic or electronic means may be used only if, (a) the votes may be verified as having been made by members entitled to vote; and (b) the corporation is not able to identify how each member voted. 2010, c. 15, s. 67 (2).

21 A word about voting by members meetings Section 165, CNFPA 165. (1) Subject to section 171 and the by-laws, voting at a meeting of members shall be by show of hands, except if a ballot is demanded by a member entitled to vote at the meeting. Electronic voting (3) Despite subsection (1), unless the by-laws otherwise provide, any vote referred to in that subsection may be held, in accordance with the regulations, if any, entirely by means of a telephonic, an electronic or other communication facility, if the corporation makes available such a communication facility. Voting while participating electronically (4) Unless the by-laws otherwise provide, any person participating in a meeting of members under subsection 159(4) or (5) and entitled to vote at that meeting may vote, and that vote may be held, in accordance with the regulations, if any, by means of the telephonic, electronic or other communication facility that the corporation has made available for that purpose.

22 Minutes Document actions that determine the fulfilment of legal duties Record of the proceedings Record how decisions are made, resulting actions and who is responsible for execution States what happened at the meeting Helps orient new board members Assists with evaluation of the organization Source: htm#developtemplate

23 Minutes Make a template that suits your organization How much detail? It depends. What do you need to record to reflect that the board exercised its due diligence? Some record of the discussion assists those who were absent to understand the decision Background for future directors Too much detail is too much to read and maybe too much information

24 Documents before the Board What did the board review List them in the minutes Make sure you can find the documents again if you need them (along with the minutes and any other important records (corporate book; minute book) you may consider attaching a copy to hard copy minutes of that s how you keep them

25 Conflicts of Interest What is it? Acts will usually set out what constitutes a conflict of interest Pecuniary interest in a matter before the board Could be broader by your own policies Benefits a family member Organization can establish its own policies

26 Conflicts of Interest If a board member has a conflict of interest, then what? Don t participate in the discussion, unless asked to Definitely leave the meeting for the vote Don t make other people uncomfortable by forcing them to point out your conflict of interest

27 In Camera meetings private meetings of the board When to hold in camera meetings My position: sparingly sensitive employment matters (about identifiable people), legal matters, including receipt of legal advice from advisors, purchase or sale of real estate Who can attend? the board, and invited guests, as appropriate Typically record the minutes separately and the resolutions may be recorded in regular minutes by follow-up motion They are confidential

28 Special Resolutions When do you need them? Some examples Articles of Incorporation/By-law amendments (ONFPA/CNFPA/CCA) CNFPA allows by ordinary resolution in some cases Increase/decrease authorized capital (CCA) Sale of property (CCA) Location of corporate registered office (ONFPA/CNFPA) Minimum and maximum number of directors (ONFPA/CCA) Members confirming contracts where there is a conflict of interest (ONFPA/CNFPA/CCA) Exemptions from audits (CCA)

29 Special Resolutions Canadian Not for Profit Act special resolution means a resolution passed by a majority of not less than two-thirds of the votes cast on that resolution.

30 Special Resolutions Ontario Not for Profit Act special resolution means a resolution that, (a) is submitted to a special meeting of the members of a corporation duly called for the purpose of considering the resolution and passed at the meeting, with or without amendment, by at least two-thirds of the votes cast, or (b) consented to by each member of the corporation entitled to vote at a meeting of the members of the corporation or the member s attorney

31 Special Resolutions Co-operative Corporations Act special resolution means a resolution that is not effective until it is, (a) passed by the directors of a co-operative, and (b) confirmed, with or without variation, by at least two-thirds of the votes cast at a general meeting of the members of the co-operative duly called for that purpose, or such greater proportion of the votes cast as the articles provide

32 Co-op Housing Evictions To evict need a vote of the majority of the board

33 Questions?