Planning, Conducting and Recording the Meetings of the Corporation.
A. Meetings of the Board of Directors
The corporation speaks through its minutes. The only way to know what a corporation does is to look at its records, and the most important records should be the minutes of the corporation. The minutes must be properly headed with the name of the group that is meeting, and should contain the following information: “Regular (or Special) Meeting the Board Of Directors Of -- Name Of Organization --, held at -- Address of Meeting -- on -- Date of Meeting.” “The Meeting was called to order by – Name of Chairperson -- at -- Hour O’clock, a.m./p.m. Present were -- Names of Attendees -- Absent were -- Names Of Persons who should have been present.”
The recording secretary must also state whether a quorum was present and whether the minutes of the previous meeting were read and approved. All of the foregoing is vital and important information, and is used to determine whether the meeting was a valid and lawful meeting, and whether the directors acted within the scope of their authority to bind the other members of the corporation. Suggestions or proposals made at the meeting are recorded as “Motions”, and decisions made are recorded a s “Resolutions.” The completed minutes should be signed by the person who recorded them and also by the chairperson.
The required notice and the circulation of the agenda should precede a properly planned meeting. The agenda sets out the matters to be discussed at the meeting and helps to maintain direction and cohesion in the corporation. The discussions at the Board of Directors Meeting should focus on the objectives of the corporation as well as matters of importance that require immediate attention. Lesser important matters should be left to committees, which have been delegated authority to take action at a specific level, or submit recommendations to the Board Of Directors for consideration.
B. Meetings of the Executive Committee
The minutes of the Executive Committee must state why the Committee is meeting. Although this committee is generally made up of elected members of the Board of Directors, it does not have the authority of the Board. In a not for profit corporation, the Executive Committee serves to provide guidance for the Executive Director and also to make recommendations to the full Board of Directors. In both the for profit and non profit corporations, the by laws can give the Executive Committee special powers to act in the event of an emergency or the occurrence of a catastrophic event which prevents a meeting of the Board of Directors. The minutes must reflect these circumstances to give validity to the meeting.
The minutes of the Executive Committee contain the same details as are in the minutes of the Board meeting. One minor difference is that the decisions made at the end of debates are generally in the form of “recommendations” instead of “resolutions.”
The Agenda determines which matters will be discussed at the meeting. An experienced Executive Committee can play a very important role in keeping the corporation on track to achieve its objectives. This can be done by keeping important matters and unresolved issues on the Agenda until resolved in the best interests of the corporation.
c. Meetings of the Corporation
Annual General Meeting
Both profit and not for profit corporations are required to hold annual meetings for the purpose of electing new directors and transacting any other proper business of the corporation. However, failure to hold an annual meeting does not invalidate the actions of the existing Board of Directors or result in a dissolution of the corporation. Florida Statute requires that notice of the annual meeting be given to all person entitled to vote unless that person signed a Waiver of Notice. In addition to electing the new Board of Directors, reports from the President or Chief Executive Officer, Secretary, Treasurer and committee heads are usually presented for review and approval.
Special Meeting:
The bylaws of a profit or not for profit corporation should provide for the holding of special meetings of the shareholders or members of the corporation. This power is normally given to the President, the Board of Directors or the persons holding a certain percentage of the votes entitled to be cast at the special meeting. The business to be discussed at any special meeting must be stated in the Special Meeting Notice. A special meeting may be called for any special purpose not normally addressed at a regular meeting of the corporation, or to facilitate discussion that will be excessively long.
Planning the Meeting:
Regular monthly meetings of the Board of Directors can be used to increase the knowledge of the directors by having guest speakers at the close of the discussions. Many not-for-profit corporations hold a luncheon immediately preceding the monthly meetings where members can socialize and be more open with new ideas for the corporation. The organizers of the meetings should spend quality time planning the meeting so that interest in the corporation is maintained at the highest level.
Annual meetings should allow for entertainment and recognition of outstanding members and friends of the corporation. Whenever possible, invite spouses and supporters to attend a monthly meeting specially planned to accommodate them. Do whatever is possible to involve the participation of all the members in the discussions, and allow them to speak freely and voice their opinions on all relevant issues.
The leaders of the corporation MUST capitalize on every opportunity to listen to the members and take appropriate action! The survival of the corporation may depend on this.
Copyright (c) 2004 Eugene Fitz-Ritson
All Rights Reserved
Miami, FL
