Effective meetings

What is an AGM and what to do at an AGM?

The requirement for an Annual General Meeting (AGM) will be set out in the organisation’s governing document or constitution. The AGM is a specific type of constitutional members’ meeting. It takes place once per year and is usually used as an opportunity for constitutional members to meet with trustees and hear their report on the organisation, reviewing of the accounts, and other administrative business where constitutional members have powers.

Whether an organisation can hold an AGM electronically will be set out in their constitution. Unlike trustee meetings the governing document needs to expressly allow such meetings to be held electronically for them to be valid. It is important to check the governing document before holding a virtual general meeting or AGM.

For advice and top tips on how to plan and run good meetings see: 

https://www.ncvo.org.uk/help-and-guidance/governance/making-decisions-as-a-board/running-good-meetings/ 

https://www.gov.uk/government/publications/charities-and-meetings-cc48

https://www.gov.uk/guidance/charity-meetings-making-decisions-and-voting

Not all charitable organisations have members or need to have an AGM. The governing document should be checked to see if an AGM is required. A charitable organisation is only required to hold an AGM when it is stipulated in its constitution.

Website: https://www.gov.uk/government/publications/charities-and-meetings-cc48/charities-and-meetings#annual-general-meetings-agms

1. Check the groups set of rules to see if it must hold an AGM
2. If it does, there will be detailed information in the set of rules which will state; when the meeting must be called; how much notice must be given; who can attend; who can vote; what business must be decided at the meeting; electing the Committee for the next year; making any changes to the rules etc. The people who run the organisation must act on decisions made an at AGM, as it is a formal meeting.
3. If the organisation does not have to hold an AGM but has a membership that it wants to bring together, call it a Member’s Meeting so that it is not confused with a more formal AGM.
   
4. The aim of the AGM is for the people who run the organisation to inform the membership about the activities, including finances,  undertaken during the year and provide an opportunity for members to ask questions before they vote on any agenda items.
5. The secretary should send the Notice of the AGM to all who are entitled to be notified of the meeting, usually by email and within a            specific time (if this is not specified then 21 days is reasonable).
6. The Notice of the AGM should contain the date and time of the meeting; location; details of the business to be considered; an invitation  to propose resolutions, and (if relevant) requests for nominations/proposed nominees for officers to be elected.
7. The secretary should distribute copies of the organisation’s annual report, accounts, and proposals.
8. Consider inviting others to the AGM, such as advisors – e.g., accountants etc who may be able to answer queries.
9. Decide how participants are going to vote – a show of hands or a ballot?
10. Decide how you are going to deal with any differences of opinions, particularly if contentious issues are being discussed. 

1. All the committee and staff should attend the meeting and if possible, the main members of the committee be seated at a table facing the membership.
2. The secretary should welcome people to the meeting, offer refreshments and ask them to leave their contact details. 
3. Check sufficient members are present to enable the meeting to be quorate.
4. The secretary can explain housekeeping issues such as the emergency evacuation of the building and assembly, mobile phones on silent and where the toilet facilities are located. The Chair conducts the meeting. First, welcome participants, explain the voting process, take apologies, review mins of the pervious AGM, present the chair’s report, and invite the secretary and treasurer to present their reports, resolutions received and any proposed amendments to the constitution, allowing time for any questions.
5. Minutes of the meeting should be concise, individually referenced and ensure all the decisions are properly recorded with proposers, seconders, and number of votes. 
6. The type of financial report will be determined by the type of organisation – e.g., charities with an income of £25K+ must have their accounts independently examined.
7. If new committee members are to be elected the rules will state if nominations must be received in advance or taken at the meeting. A proposer and seconder are usual for each nomination. Note that the Chair does not propose their own re-election and steps down even if they are to be re-elected.
8. If the secretary has received a resolution, it will have been circulated with the Notice of the Meeting along with an explanation, if required. The Chair should briefly invite the proposer to address the meeting or explain the details of the proposal before putting it to a vote. If there are any amendments to the proposal, then this should be dealt with through the voting process.

What is an agenda?

An agenda plays a key role in the success of any board or committee meeting held by an organisation.
Traditionally, the board chair is responsible for developing the agenda, and will consult with fellow board members or key stakeholders when doing so. In some charities, meeting agendas are prepared by the board secretary – again, in consultation with others.
Members should be given the opportunity to contribute. Some ways of doing this are:

⦁ at the meeting, ask for items for the next meeting
⦁ when you send out the notice of the meeting, ask for suggestions for the agenda. Remember to put a contact address and the date you need them by

What are minutes?

Meeting minutes are the official summary of what happened during a meeting. They serve as an outline, a written record for anyone unable to attend, and to use for future reference. Minutes document what happened and what decisions were made.
The minutes usually record:

⦁ the precise wording of any resolution together with the name of the proposer and (optionally) the seconder of the motion
⦁ a summary of the discussion on each item of business
⦁ information upon which the decision was based
⦁ details of the decision, i.e. who voted and how and, in the event of an equality of votes, if the Chair used a casting vote
⦁ the action required
⦁ the names of the people who are responsible for implementing the decision
⦁ the date, time and venue of the next meeting

Best practice guidance for managing administration

Agendas should be distributed to all meeting participants well in advance of the meeting. The agenda should be accompanied by relevant background papers and material. Agendas can be made available to an organisation’s broader membership prior to the meeting as well.

While there are some things common to most agendas, there is also some flexibility in how to structure a meeting agenda. However, it is important that only relevant, necessary items and information are included.

The agenda is the running order of a meeting. It outlines what will be discussed, debated and decided upon during the meeting of an organisation’s board or committee (the Responsible People).

Like a road map, a clear, concise and good quality agenda makes navigating board or committee meetings far easier. The agenda should signpost important points or issues and provide direction to help charities and their Responsible People reach their destination in the most efficient and productive way possible.

Preparation and thought go a long way towards determining the agenda’s quality. Compiling the agenda begins with the minutes of the previous meeting.

Relevant decisions and action items from previous meetings should have been noted in the minutes, and these items should be included in the agenda for the next meeting to follow up on their progress.

The board chair is usually responsible for developing the agenda. The chair should consult with board members and relevant stakeholders on what will be on the agenda. For smaller charities, a general email asking people to raise items they wish to have included may suffice.
When preparing the agenda, you should think about any:

⦁ issues requiring a decision to allow your organisation’s work to continue
⦁ issues which indicate a need for a change of direction or a new policy
⦁ issues on which the board needs to provide a clear direction
⦁ reports or statements which need to be formally approved or, at the least, noted.

Some charities also ask their general membership if they have items they want placed on the agenda for discussion. Each individual organisation needs to make their own decision on how this approach might work for them.

It is basic good governance to have the agenda finalised and distributed several days before the meeting is staged. Doing this gives board or committee members enough time to read and understand the agenda. This in turn leads to relevant discussion and considered decision-making.

In addition, making the agenda available to your organisations broader membership allows them the chance to raise relevant issues or stay updated on the organisations work and direction.

No matter the size of the organisation, meeting agendas are divided into several sections:

⦁ a written agenda should clearly display the organisation’s name at the top, along with the date, time and location of the meeting
⦁ the agenda should start with some of the formal introductory items, such as:

⦁ a welcome – especially if there are new board or committee members – as well as any apologies for those who cannot attend
⦁ confirmation of the minutes of the previous board or committee meeting – these minutes should have been previously circulated or can be attached to the agenda
⦁ an upfront declaration of any actual, potential or perceived conflicts of interest anyone present may have
⦁ At this point, time can be set aside for any matters that might arise from the previous meeting’s minutes. Reports from the treasurer, president, fundraising manager or any relevant subcommittees can be listed on the agenda here.

Items of general business are usually next on the agenda. These items are the real meat of the meeting, and can be divided into three types of matters:

1. matters for decision – those items for which a formal decision is required. For example, a new policy or an action needed in response to an issue
2. matters for discussion – items for which discussion among board or committee members is required. These might be updates on ongoing matters
3. matters for noting or information – these might be updates or minutes from other meetings (internal or external), reports (for example, a treasurer’s report) or general correspondence the organisation has received

Following the general business section of the agenda, other items can be listed, such as:

⦁ a round-up or review of agreed actions (which can then be summarised in the minutes)
⦁ other late or urgent business – items not included in general business but that need to be discussed. This might be where issues raised by organisation members and others are discussed
⦁ confirmation of the date, time, and location of the next meeting.

The meeting can then close. Do not forget to finalise and circulate the meeting minutes as soon as possible.

Information taken from https://www.acnc.gov.au/tools/factsheets/small-charities-library-meetings-and-preparing-practical-agenda

Example templates of agenda are available here (requires sign- up (free for orgs with gross annual income less than £30k)): https://www.ncvo.org.uk/help-and-guidance/governance/board-basics/sample-documents-and-templates/board-meeting-agenda/#/
Useful links

Charity Commission website www.gov.uk/government/publications/charities-and-meetings-cc48/charities-and-meetings
Resource Centre www.resourcecentre.org.uk/information/agm-checklist/

Charity Commission website
www.gov.uk/government/publications/charities-and-meetings-cc48/charities-and-meetings

Resource Centre
www.resourcecentre.org.uk/information/agm-checklist/

Making Meetings Work