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General Meetings (AGMs)
and Special MeetingsWhat are they and how to make the most of them?
1
Workshop Overview
2
Welcome and agenda overview
Understanding the legal landscape
General and Special Meetings – what are they?
Understanding the legal requirements
Planning and preparation
Conducting the meeting
Helpful tips
Workshop Approach
Information sharing
Small and large group discussions
Idea generation and problem solving
Action planning
3
Session Guidelines
Disclaimer: not giving advice
Wisdom of all is needed for the best
results
Unhinge from distractions as you are able
Ask questions4
Offline Social Media
What drew you to this workshop today?
Share your
individual “tweet”
with everyone –
Retweet it!
Answer question
using Tweet length
(approx. 25 words)
Offline Social Media
• Write down your summary of the stories you heard
• Common themes? Bigger idea that sparked in you?
• Share your offline Facebook status
Understanding your legal landscape
7
The Big Picture
“Not-for-profit organizations operate within a framework of
laws that govern what they can do and how they must do it.
External Rules
o “Like ordinary people, incorporated organizations must obey the
law.”
Internal Rules
o Objects, bylaws, policies, procedures, customs
8
Adapted from: Understanding your corporate documents, Muttart Foundation, p.4
What is your Corporate Status?
9
Societies Act (Alberta)
Companies Act, Part 9 (Alberta)
CNCA: Canada Not-for-Profit
Corporations actOther
What does your birth certificate say?
Why is it Important to Know if We are
Incorporated or Not?
“The statute (law) that created your
organization sets out the powers of your
board and a number of rules that your
organization must follow”
10
Adapted from Source: Muttart Foundation, Understanding your Corporate Documents, p. 10
General & Special MeetingsWhat are they? Why do they matter?
11
What is a general meeting?
A meeting of the general membership of an organization.
Typically required by the laws (external and internal) governing the
organization to hold every year for members in good standing to:
elect the board of directors
receive information about the past year’s activities, progress,
achievements and milestones
find out about the organization’s financial health
make changes to the incorporation objects and bylaws
receive information on future directions
ask questions
12
Types of general meetings
Annual General Meetings
• The minimum legal requirement for general meetings
• Have specific rules regarding when they are held, appropriate notice, information to be presented, etc.
Special Meetings
• Can be used between AGMs in situations when there is an unusual or urgent matter that cannot wait until the AGM.
• Can be called by the membership under specific circumstances as defined in bylaws.
General Meeting
• Any meeting of the membership
• Some organizations have more regular membership meetings than others.
13
Adapted from Source: Muttart Foundation, Drafting and Revising Bylaws, 2009, ps. 31-37
Special Meetings
Called by the Board
Unusual or urgent matter
requiring decision from
the membership that
cannot wait until AGM i.e.
Bylaw changes
Changes to Objects
Decisions affecting entire
organization (permission to take
debentures)
Called by Membership
Membership is unhappy with a
specific decision made or direction
organization is taking.
Called by “sufficient number of
directors or members” in writing
(defined in bylaws).
The specific purpose of the
meeting and detailed agenda
describing exactly what business
can occur.
14
Adapted from Source: Muttart Foundation, Drafting and Revising Bylaws for Not-for-profit Organizations in Alberta , p. 34-35
Annual General Meeting
Societies Act - Revised Statutes of
Alberta 2000 Section 25: A society shall hold an annual general meeting in Alberta and
shall present at that meeting a financial statement setting out its
income, disbursements, assets and liabilities, audited and signed by the
society’s auditor.
15
The Big Four
Annual report(s) (year in review)
Special resolutions
Audited financial statement
Election of board of directors16
The AGM is a valuable opportunity
for your organization to engage
members more deeply in your cause
and activities and to develop your
brand.
17
Understanding Legal Requirements
18
Bylaws
First and Foremost
Governing rules and regulations
Tell your members how your organization will be
managed and how decisions will be made.
19
What is a Special Resolution?
A resolution passed
a) at a general meeting of which not less than 21 days’ notice specifying the intention to propose the resolutions has been duly given, and
b) by the vote of not less than 75% of those members who, if entitled to do so, vote in person or by proxy
2. A resolution proposed and passed as a special resolution at a general meeting of which less than 21 days’ notice has been given, if all the members entitled to attend and vote at the general meeting so agree, or
3. A resolution consented to in writing by all the members who would have been entitled at a general meeting to vote on the resolution in person, or, where proxies are permitted, by proxy.
20
Adapted from Source: Societies Act, Section 1 Pg.3
Quorum
The smallest number of people who must be
present at a meeting in order for decisions to be
made is called quorum.
The number of members of your society who must
be present in order to legally transact business.
21Adapted from Source: Muttart Foundation, Drafting and Revising Bylaws for
Not-for-profit Organizations in Alberta , p. 35
Proxy
a person who is given the power or authority to
do something (such as to vote) for someone else
power or authority that is given to allow a person
to act for someone else
22Adapted from Source: Muttart Foundation, Drafting and Revising Bylaws for
Not-for-profit Organizations in Alberta , p. 36
Activity #2 – Small group activity
What do your bylaws say that you need to know?
Directions: Answer the following questions by referring to the sample bylaws*. Provide the answer and related Bylaw Article number.
*NOTE: These are the sample bylaws from the MuttartFoundation, Drafting and Revising Bylaws for Not-for-profit Organizations in Alberta
Each organizations’ bylaws will be different so it is important to check your own bylaws for things that relate to your AGM.
23
A few other things to check out in the
bylaws…
Who must do the audit of the books for the previous year?
Who appoints the auditor?
Does a special resolution have to be passed to amend the
bylaws?
If the bylaws are amended at an AGM, when do the
amendments take effect?
When is the fiscal year end for the society?24
AGM timing considerations…
When is your fiscal year end?
How much time do you need to have your financial statements prepared and audited?
What month is the anniversary of your incorporation certificate being issued?
The last day of which month is the deadline for filing your annual return?
What do your bylaws say about the AGM timing and amount of notice? 25
Planning and PreparationTimeline and Tasks
26
27
√ or
n/az #
Task Assigned
to
4 months
before
3 months
before
2 months
before
1 month
before
3 weeks
before
2 weeks
before
1 week
before
AGM
day
1 week
after
1 month
after
1 Check bylaws for AGM-related requirements2 Set AGM date (considering your fiscal year end and annual return deadline)3 Determine and book AGM location4 Arrange audit / notify auditor of AGM details 5 Determine and prepare any special resolutions6 Determine upcoming board vacancies7 Discuss and generate a list of potential nominees to approach8 Prepare / request bio-sketches of potential nominees9 Prepare and have board approve financial statement10 Prepare, present and have board approve proposed special resolutions for AGM 11 Prepare and have board approve budget for AGM approval (if required)12 Determine compelling draw or incentives to attend AGM (program, entertainment, door
prizes, child care, food, etc.)13 Arrange details/bookings related to location, program, entertainment, catering, etc.14 Prepare proposed AGM agenda15 Ensure membership register is up to date for AGM notification16 Notify / confirm those expected to provide written or verbal reports for annual report /
year in review17 Prepare, present and have board approve annual report / year in review18 Present and have board approve proposed slate of nominees 19 Invite, inform and confirm nominees20 Confirm AGM chair21 Determine AGM RSVP requirements and recording process22 Prepare AGM notice and special resolutions and send to members / advertise AGM for
attendance (newsletters, social media, newspapers, posters)23 Record RSVPs24 Prepare recognition for outgoing directors (certificates, plaques, cards, etc.)25 Prepare alphabetical check-in list of members indicating voting members as per bylaws26 Determine quorum (check bylaws, prepare a quorum calculation sheet if necessary)27 Prepare copies of financial statement / proposed budget28 Prepare copies of annual report29 Prepare copies of special resolutions30 Review and prepare copies of previous AGM minutes31 Determine who will move / present resolutions32 Determine rules of order to be used (check bylaws)33 Determine / prepare for any other business to be brought forward 34 Finalize details and prepare presentation format for nomination slate, resolutions,
financial statements, reports, etc. (PPT slides?) and determine/notify presenters35 Arrange A/V36 Prepare for any awards or honorary memberships (selection, notification, invitation,
awards)
28
√ or
n/a
Task Assigned
to
4 months
before
3 months
before
2 months
before
1 month
before
3 weeks
before
2 weeks
before
1 week
before
AGM
day
1 week
after
1 month
after
37 Confirm minute taker
38 Prepare a contact information form for newly elected directors to complete after
election (Societies Act Section 26 states you need to submit the full name, address
and occupation of each officer and director in the annual return and within 30 days
from the day the change occurs; however the Society Annual Return form asks for
name, mailing address and position held).
39 Arrange for displays, banners etc.
40 Arrange for someone to take photos if desired
41 Prepare ballots (leave space for possible additional nominations from the floor)
42 Prepare voting cards (if any non-members or non-voting members may attend)
43 Prepare a copy of bylaws and rules of order to have on hand at the AGM
44 Prepare for membership sales (application forms, cashbox, receipts, membership
cards, etc.)
45 Obtain nametags and markers
46 Prepare check in sheet
47 Finalize and make copies of agenda
48 Prepare chair version of agenda with detailed notes (script)
49 Request and follow up to ensure each outgoing officer returns all hard and electronic
files and other materials related to their office and pass on to the incoming officer
50 Set up venue (directional signs, seating, refreshments, displays, banners, A/V,
podium, etc.)
51 Set up check-in table (alphabetical member register, check in sheet, and handouts:
nametags, voting cards, agendas, minutes of last meeting, audited financial
statement, annual report, special resolutions)
52 Set up new membership table (application forms, cashbox, receipts, membership
cards, etc.)
53 Check in attendees, confirm eligible voting members, and distribute AGM materials
54 Sell memberships
55 Calculate quorum is met based on bylaws and attendance
56 Take photos (incoming board, speakers, entertainment, etc.)
57 Ensure all board members complete the contact information form (see #38 above)
58 Add new board members to board distribution lists
59 Send thank you letters to retiring director and officers
60 Prepare final version of resolutions passed with any amendments made at the AGM
61 Arrange for orientation for new board members
62 Prepare and file annual return
63 Follow up on special resolutions (update bylaws)
Engaging Membership & Community
29
Using Your Platform
Be Preparedas if anything can happen,know your
bylaws
a voice for community pride!
Opportunitythink of thisas a time tocelebrate,promote,be bold
Set the Toneuse languagethat inspires,is compelling, is a call toaction
“Business as Usual”
Incentives . Socials . Awards
• Food, prizes, event-only giveaways
• Fun-sounding socials (wine and cheese)
• “Meet-and-greet” network building
• Recognition awards, anniversaries
AGM “Bookends”
• Functions before/after to draw peoplee.g. Beltline’s recent CJSW, DJ event
before/after AGM business
Creative Examples
Speakers . Updates
• Special guests ; not just AGM-basede.g. Dignitaries/politicians?
Keynotes? Sought-after people?
• Recent victories (look what we just did!)
• Long-term progress (outcomes)
• Controversial matters of interest
“Features” and unveilings
• New space, assets, partnerships
Creative Examples
Reporting Value . Storytelling
• Be creative in your report delivery
• Be personal - “put a face to a name”
e.g. Hillhurst-Sunnyside CA financials: turned numbers into colourful charts to show investment on popular programs. Made program trifolds. Had program reps network by trifold “gallery” after AGM.
e.g. SW Communities Resource Centre:clients speak to turn #’s into story
Creative Examples
Urgency
• If rumors are spreading, encourage members to come and learn the facts
• If you’re in trouble, don’t be afraid to admit it. Be clear if you need help.e.g. “May 28, 2016 we need you to come
out and show your support, or else…”
• Use your agenda restrictions: welcome concerns, redirect
• Use scripts, pre-plan 1st motioners
Creative Examples
Activity #3 – Small Group Discussions
What things could you do to entice people to
come to your AGM? What would be a compelling
draw?
What would make an AGM a positive, enjoyable
and invigorating experience and ensure people go
away firmly committed to the organization and its
purpose? 35
Giving Notice and Promoting your AGM
Think outside the box….
36
Christ Sanctuary
http://www.youtube.com/watch?v=v0qv80Vxc-w
Eshan Victoria
http://www.youtube.com/watch?v=sNMgeVEJq4Y
Conducting the Meeting
37
Items to bring
Check in list Member register (alphabetical order)
Bylaws
Rules of Order
Membership application forms, membership cards, receipts, cashbox
Gifts, cards, awards, prizes
Quorum calculator sheet
Nametags, markers
Displays, banners
Presentation materials, A/V
Camera
Contact list for new board to complete (name, address)
Multiple copies:
Agenda
Minutes of last AGM
Audited financial statement
Annual report
Special resolutions
Ballots
Voting cards
38
Confirm Membership and Quorum
Before the meeting begins:
• Confirm the type of membership and the
voting status of each attendee
• Identify whether quorum requirements have
been met
• Remember whether or not your organization
allows proxy voting
39
Quorum Calculation Sheet
AGM quorum according to bylaws:
20% of voting members
Total number of members:
87
Number of voting members:
50
Quorum:
50 x .20 = 10
Number of voting members in
attendance:
18
Quorum reached:
Yes
Sample AGM Agenda
1. Call to order and declaration of quorum
2. Approval of agenda
3. Welcome and introductions
4. Approval of minutes of last AGM
5. Business arising from the minutes
6. Annual report
President’s report
Executive Director’s report
Committee reports
7. Treasurer’s / Auditor’s report
Appointment of auditor
Audited financial statement
8. Election of incoming board directors and/or officers
9. Welcome to incoming board directors and/or officers
10. Thanks and acknowledgements to outgoing directors and/or officers
11. Special Resolutions
12. Special acknowledgements, recognition, awards, honorary memberships
13. Other business
14. Announcements, upcoming events
15. Motion to Adjourn40
Refreshments, guest
speaker, entertainment,
socializing…
Annual Report Options
41
Infographics
Videos:
Warwick Links
Scouts
Hong Kong Unison
NewslettersPrezi
Special Resolutions
When do you need a special resolution?
• Changes to name, bylaws or objectives, dissolution, amalgamation
• Pass with support of 75% of members who vote in person or by proxy
Good Practices:
• Present the previous and new versions (what has changed) and rationale for changes
• Provide ample agenda time for discussion
• Post special resolutions on screen so amendments can be added
42
Election of Directors
How do you handle the election of directors?
Common Practices:
• Be clear on who conducts this part of the meeting
• Nominations
– Nomination committee report/slate
– Call for nominations from the floor
– Individuals accept or decline nomination
• Scrutineers
• Voting
– Ballots, Show of hands, Voice
• Announcing the results43
Role of
the Chair
Purpose
Agenda
• People, Process, Things
• Content and supporting resources
• Timing
• Who Leads?
• Solicit / review input
Structure
• Rules of order,
• Leading process,
• Minutes
Leadership
• Meeting norms
• Manage time, people, process
Follow-up
• Summarize decisions
• Identify follow-up actions
• Assign tasks and deadlines
• Reflection and evaluation
• Recognition and appreciation
44
Rules of Order
Four principles of parliamentary procedure:
1. Justice and courtesy for all.
2. Do only one thing at a time.
3. The majority rules.
4. The minority has a right to be heard.
Four fundamentals of parliamentary law:
1. To facilitate action, not obstruct it.
2. To enable the assembly to express its will.
3. To give every member a fair hearing.
4. To maintain order.45
Making a Motion
When:
• Adopting agenda
• Adopting meeting minutes
• Reports (for info or for approval?)
• Elections
• Special resolutions
• Adjournment
How:• Making, seconding, debating,
amending, withdrawing, rescinding, or tabling a motion
• Managing discussion (who, how long)
• Calling for the question
• Putting the question to the membership
• Voting on a motion
• Passing a motion
46
Other Helpful Hints
Create a detailed agenda with notes (script) for chair
Create a minutes template for secretary
Post or have available a rules of order summary
Provide an incentive for attending
Celebrate successes
Others?
48
What could organizations
do differently for their
AGMs?Activity #4 – Small Group Discussion
49
Be Prepared For The Unexpected!
50
Follow Up
Update membership list
Add new board members to distribution lists and ensure you have their mailing address and position held for the annual return
Ensure outgoing board members have returned all hard and electronic files related to their office
Prepare final version of resolutions passed with amendments made at AGM
Prepare and file annual return
Follow up on special resolutions (e.g. update bylaws once related special resolutions are approved by Corporate Registries)
Arrange for orientation of new board members51
Questions?
52
What is one of the most
important things you will take
away from today’s session?
53
www.culture.alberta.ca/communitydevelopment
For Services:
Community Development Unit
Presented by:
[50]
