Meeting Procedure

2011 Article, updated February 2018 Mention “meeting procedure” and the almost universal reaction is “Boring!!!”  A meeting punctuated by points of order about meeting processes and procedural motions can, indeed, be boring.  If the alternative is the frustration experienced in a badly run meeting (where time is wasted and some people get away with irresponsible behaviour) give me a “boring” but properly run meeting any time!  The view that meeting procedure is “boring” is misguided, as it ignores the fact that to be run effectively and efficiently meetings do need to follow proper processes. What is “proper process” for a meeting? Before that question can be answered, you need to identify what type of meeting you are dealing with.  Apart from meetings where decision-making is the predominant purpose and formal meeting procedure should be followed, there are other common types of meeting such as seminars and workshops, discussion groups, Round Robins, panel discussions, and role-plays.  Such meeting formats are effective where the objective is to provide information, gather ideas, problem-solve, or seek a consensus.  Each of those types of meeting should be properly organised and should follow proper, structured processes.  This column is not the place to go into detail, but Chapter 11 of my book Members’ Meetings, 3rd Edition, published by LexisNexis, explains these different types of meeting. The use of proper “parliamentary procedure” is essential only if the purpose of the meeting (or a particular part of it) is decision-making. Where the use of formal meeting procedure is appropriate Most meetings of statutory bodies (such as local authorities and school boards of trustees) and of many other organisations...

Proxies at Meetings

2011 Article, updated February 2018 Just as there is often confusion about the quorum for meetings, discussed in another article , so, too, there is often confusion about proxies at meetings. The first point to note is that, unless expressly permitted by an organisation’s constitution, members must be present at a meeting in person to exercise their votes and cannot vote by proxy (Harben v Phillips (1883) 23 Ch 14 (CA), McArthur v Manawatu Knitting Mills Ltd [1943] NZLR375, and Maori Development Corporation Ltd v Power Beat International Ltd [1995] 2 NZLR568 at 574, supported by the terms of section 24(2), Incorporated Societies Act 1908). Most lawyers would not immediately go to Māori Land Court decisions for summaries of general legal issues, but a comprehensive summary of the law on proxies is to be found in Wall v The Māori Land Court, Māori Appellate Court MB 55 A20090002091 2010 Appeal 55, 29 March 2010, paragraph [59]: At common law a vote on a show of hands means that each person present and entitled to vote has one vote and only one vote and those that wish to vote do so by show of hands: Ernest v Loma Gold Mines [1897] 1 Ch 1. Under this method the voting does not take into account variations and sizes of shareholdings or other entitlements, nor the presence of representatives of absent persons entitled to vote. A proxy cannot vote on a show of hands unless the rules or articles, or relevant statute expressly provides otherwise. However, even when rules permit a proxy to vote on a show of hands, a member who holds a proxy for...