Guidelines on meeting procedures

Directors should be prepared to chair a meeting and therefore need to know the basic laws and procedures that apply to meetings. Note that if a technical issue arises, the chairman can always call for an adjournment to seek clarification.

The basics of meeting procedures are:

• give proper and timely notice of a meeting. This means that all those entitled to attend must receive notice within the period prescribed in the Companies Act or the articles of association
• the notice must at least state the time, date and venue, together with the proposed business of the meeting
• before commencing the chairman must ensure that the correct quorum is present and stays present during the meeting. Decisions are invalid if there is no quorum
• notice of the meeting should be read unless (as is usually the case) a motion is passed that it is to be taken as read
• a motion must have a proposer and (though not legally required) usually a seconder too. Not finding a seconder is a strong indication of no other support for the motion
• a good chairman is impartial and allows equal debate on a topic before taking the matter to a vote
• voting usually takes place on a show of hands in which case each person entitled to vote has one vote
• a person entitled to vote may request a ballot (or poll), in which case voting is based on the number of votes each attendee is entitled to cast
• only matters specified on the notice paper may be discussed. New agenda items cannot be added as this prejudices those who are not in attendance
• the chairman usually ends the meeting after the business of the meeting has been concluded

Key questions:

• Am I adequately familiar with the procedure to be adopted in attending or chairing a Board meeting?