Chairing a Difficult Meeting

As noted in another article (Whose meeting is it anyway? ) it is basic to the concept of any formal meeting that democratic processes should and will be followed. If the meeting is to be democratic and formal: It should not be dominated by an authoritarian chairperson or by any aggressive participant(s), Those taking part in the meeting should be able to make decisions peacefully, and The meeting should be held in accordance with appropriate rules of procedure. Otherwise, meetings would be chaotic and unpleasant. Particularly if a meeting is likely to be difficult and potentially rowdy or disorderly, it helps to have someone chairing it who knows the conventional rules of procedure and any constitutional provisions about the meeting (in a company’s constitution or a society’s rules, or provided for by statute). Subject to those rules and provisions, the Courts have recognised that a chairperson can and should control how a formal meeting is run. Some guidance when chairing a difficult meeting Even if the chairperson is a member of the organisation which is meeting and has views on the issues being discussed at the meeting it is imperative that the chairperson is as fair as possible (some people find that difficult!) and allows opposing opinions to be expressed. If the chairperson is not a member of the organisation which is meeting the chairperson might usefully make a number of preliminary points when taking the chair: Indicate that the chairperson has no pre-conceived opinions about the issues and the decisions to be made (the chairperson might comment that the meeting’s decisions may be wise, they may be stupid, or...

Reforming the Incorporated Societies Act – Why are we still waiting?

New Zealand was among the first countries to legislate for the incorporation of many types of community organisations. However, we now lag behind other jurisdictions; notably the Australian States and Canadian Provinces. The archaic nature of the Incorporated Societies Act 1908, the Charitable Trusts Act 1957 and other statutes governing not-for-profit organisations has been discussed in previous articles in this series (in July and August 2011); namely Reforming the Not-For-Profit Statutes – Fundamental Questions, Reforming the Not-For-Profit Statutes – Constitutional Questions, Reforming the Not-For-Profit Statutes – Liquidation, Dissolution, Mergers and Transition, Reforming the Not-For-Profit Statutes – Legal Powers and Resolving Disputes, and Reforming the Not-For-Profit Statutes – Governance Questions (which are not going to be updated) , and those articles also discussed the Law Commission project into the adequacy of those Acts.  Now we are waiting for some legislative action!   The reform process Like all legislation, the Incorporated Societies Act 1908 can only be changed by Parliament. Our Law Commission was established to provide Parliament, the Government and the public with independent, expert advice on what are, almost invariably, what lawyers describe as “black letter” law issues; that is, law which is seldom politically controversial but which enables people to get on with their everyday lives. Such “black letter” law includes statutes like the Property Law Act, Land Transfer Act, Companies Act, Burial and Cremation Act, and the Trustee Act. The Minister of Justice’s 1 July 2010 reference to the Law Commission (seven years ago!) requested it to investigate the “uncomfortably old” Incorporated Societies Act 1908. About 12 months later, the Commission published an Issues Paper on reforming the...

Whose meeting is it anyway?

2011 Article, updated May 2018 It is basic to the concept any formal meeting of a society or trust (and of other formal bodies such as local authorities and school boards of trustees) that democratic processes should and will be followed.  That statement it has a number of implications: Domination of the meeting by an authoritarian chairperson or by aggressive participant(s) is inappropriate, The meeting must ultimately be in the hands of those participating – were it otherwise, democratic processes could not function, and Without rules of procedure, meetings would be chaotic (such rules of procedure are either those generally accepted as being appropriate [see Member’s Meetings in New Zealand ] or as set out in or under a constitution). Role of a chairperson A meeting without a chairperson is like a sports team without a captain or musical ensemble without a conductor. The chairperson should be a leader who knows the rules of meeting procedure and uses them as the servant of the meeting. It is not always an easy role to fulfill, but a good chairperson can preside over effective and efficient meetings which can be (dare I suggest it) enjoyable. Where it is anticipated that the difficulties may arise in a meeting because of disruptive or disorderly behaviour of some participants, consideration should be given to seeking the appointment of an experienced (and, preferably, independent) person to chair the meeting (see the article, Chairing a Difficult Meeting ). In passing, I note that the word “chairperson” has become accepted in the last 30 years and is found in the Companies Act 1993 and the Local Government Act 2002. Its...

ADEQUATE NOTICE OF MEETINGS

  2016 Article, updated October 2017 Who cares? Those governing societies and charities are, generally, not too worried about what’s in the organisation’s constitution (and some of those in governance may never have read the Constitution!). However, they should be concerned, as the proceedings of meetings called without adequate notice to members can be declared to be invalid (as occurred in Reeves v Pauanui Sports and Recreational Club Inc, CIV-2010-419-1599, Hamilton, 16 December 2010 (HC), at [45] – see Clear Days – Trouble at the Courts – anyone for tennis?  In reality, most people do not know the meaning of the expressions “clear days” or “at least ‘x’ days” used in the rules dealing with notices of meeting, the lodgement of notices of motion for business at meetings, or the election of officers. If they started considering what the phrases “clear days” or “at least ‘x’ days” mean, they would almost certainly discuss whether it meant that you should ignore non-working days and parts of a day. What is the problem with “clear days” or “at least ‘x’ days”? A farmer, agricultural contractor, home gardener or outdoors sportsperson might assume that “clear days” refers to the lack of clouds and therefore the lack of rain, or other precipitation. If they come across the phrase in a constitution, they will sensibly conclude that the expression was being used in an unfamiliar way. Search in MSWord for the phrase “clear days” and you will be referred to the Encarta Dictionary which gives 19 definitions of the adjective “clear” – “free from what dims,” “transparent,” “free from clouds,” “pure in hue,” perfect and unblemished,”...

Reforming the Not-For-Profits Statutes – Fundamental Questions

2011 Article, updated October 2017 Various articles in this series identify the archaic nature of the Incorporated Societies Act 1908, Charitable Trusts Act 1957 and other statutes governing not-for-profit organisations, and also the Law Commission project into the adequacy of those Acts.  The Commission published an Issues Paper (NZLC IP, 24 June 2011) on this broad and important subject, and subsequently published report number 129, A New Act for Incorporated Societies in early 2013. Both documents recognised the importance and diverse range of the thousands of community organisations in New Zealand, and the need for a “back-to-basics” approach to reform. While New Zealand has pioneered many legal reforms over the years, and was quick to legislate for the incorporation of some types of community organisation, this is an area of the law where we have lagged behind other jurisdictions; notably the Australian States and Canadian Provinces.  Happily, on this occasion we can benefit from their activism in law reform. The Issues Paper is called “Reforming the Incorporated Societies Act 1908,” but it covers other legislation including the Charitable Trusts Act 1957 and legislation dealing with the agricultural and pastoral societies and industrial and provident societies. The Law Commission has asked questions to which it wishes to receive answers and submissions before 30 September 2011 (sent to Geoff McLay, Commissioner, New Zealand Law Commission, PO Box 2590, Wellington 6011, DX SP 23534, or by email to incsocs@lawcom.govt.nz).  This and following articles will set out the questions and make some suggestions. Question 1: Do you agree that a review of the legal structure for incorporation of non-profits, and the requirements on those running...