Meetings are an important aspect of a non-profit organization. They are a deliberate chunk of
time bringing together the board of directors and membership to discuss and make decisions.
The annual general meeting (AGM) is one of the regular meetings designated in the bylaws to
listen to reports, adopt the auditor’s report, pass any special resolutions, elect the board, and
handle other items of business on the agenda. An annual general meeting must be properly
called and achieve quorum to proceed.
There is plenty of planning and preparation ahead of the AGM. As with all meetings, the agenda
plays a central role. It serves as an itinerary to keep the meeting on track. Everyone agrees to
the agenda by adopting it at the outset of the meeting. Robert’s Rules of Order Newly Revised
(2011) prescribes this particular sequence for addressing each class of business. It is referred to
as the standard order of business:
1. Call to order
2. Reading and approval of minutes
3. Reports of officers, boards, and standing committees
4. Reports of special committees
5. Special orders
6. Unfinished business
7. New business
The Chairperson should know in advance who has a report to give. If the reports don’t contain
any recommendations, then they don’t need to be adopted. If there is a recommendation, then
it is the recommendation that is moved not the actual report. If there are no recommendations,
then the Chairperson simply gives thanks for the report, indicates that no action is required,
and announces that the report will be placed on file.
If an AGM includes a presentation, then it should be included in the agenda before the minutes
are read or before the meeting is adjourned. Unanimous consent or a 2/3 vote to suspend the
rules is required if the presentation is to occur within the standard order of business.
Special orders can include items such as bylaw amendments, nominations, and elections.
Elections require extra planning and preparation. Getting the right person into the right
position compels a system known as the nominations process. Check if the bylaws dictate that a
standing committee, known as the nominating committee, is in effect. This committee must
prepare a list of nominees with biographies and submit it in time to prepare the ballots. Preprinted ballots save time, but blank pieces of paper can be given to those who are eligible to
vote. Always use a list to ensure that only those eligible to vote receive a ballot.
Although nominations are encouraged in advance of the AGM, nominations from the floor are
always in order. When no more nominations come forth, the Chairperson through unanimous
consent declares the nominations closed. Did you know that a 2/3 vote can close the
nominations process and a majority vote can reopen the nominations process?
Always check the bylaws to understand your organization’s specific elections process. An
election can be decided by voice vote, but many organizations choose to vote by ballot, so that
members can vote without disclosing their choice of candidate.
For smaller non-profits, the preferred method is to take nominations for an office, conduct the
election for that office, announce the results, and then continue on to the next position. Unless
the bylaws state differently, it is majority vote that determines the winner (more than half of
the votes cast by those present and voting).
In a ballot vote, the Chairperson is welcome to vote, because the ballots are secret. Tied votes
require a new ballot and another vote until a winner is declared. Did you know that blank
ballots don’t count at all? Abstentions aren’t counted or recorded. Proxy voting is not
recommended, and is not allowed unless the bylaws permitted it by adopting a special rule of
order. Once the election is over the ballots must be destroyed. The new officers assume office
immediately unless the bylaws state differently. Always approve the AGM meeting minutes at
the next regular meeting contrary to popular belief.
Knowing the proper procedure, squashing myths, and being prepared will go a long way toward
having an effective AGM. Robert’s Rules of Order Newly Revised (2011) is a useful book if an
organization is unsure how to conduct an annual general meeting. It is one of many
parliamentary authorities on the market to help an organization make efficient use of those
precious chunks of time known as meetings