How to Conduct

a Meeting

240 Eglinton Avenue East

Toronto ON M4P 1K8
416-322-6520 or 1-800-668-1454
E-mail: [email protected]
Web Site: www.cga-ontario.org

We're the name brand for business in Canada.

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 Mission Statement
The Mission of the Certified General Accountants
Association of Ontario is to ensure its members merit
the confidence and trust of all who rely upon their
professional knowledge, skills, judgment and integrity.

The Association acknowledges William Nailer, FCGA, as the original

author of this text.

How to Conduct a Meeting Copyright © Certified General Accountants

Association of Ontario. Revised 1997.

ISBN 0-9690132-4-8

Cover photograph: Copyright © Larry Dale Gordon/The Image Bank

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 TABLE OF CONTENTS
Introduction .............................................................................. 5
Constitution and Bylaws ............................................................... 5
Committees ................................................................................... 5
Advantages of the Committee System .......................................... 6
General Guidelines ....................................................................... 6

Conducting a Meeting .............................................................. 8

Notice ........................................................................................... 8
Waiver of Notice ........................................................................... 9
Quorum ......................................................................................... 9
Points of Order ............................................................................. 9
Opening the Meeting .................................................................... 11
Voting........................................................................................... 11
Order of Business ........................................................................ 11
Agenda ......................................................................................... 12
Sample Agenda ............................................................................ 12
Minutes ........................................................................................ 13
Sample Format of Minutes .......................................................... 14
Adoption of the Minutes .............................................................. 14
Motions and Resolutions ............................................................. 15
Delaying Motions ........................................................................ 15
Amendments ................................................................................ 16
Ending the Meeting ..................................................................... 16
Reports ......................................................................................... 16

The Office of Chair ................................................................. 18

Appointment of the Chair ............................................................ 18
Powers and Duties of the Chair ................................................... 19
Personal Qualifications ................................................................ 19
Removal of the Chair ................................................................... 20

Committee Secretary ............................................................... 21

Making Small Meetings Successful ........................................ 22

Conclusion ............................................................................... 24

Appendix: Meetings Made Easy ................................................. 25

Other Resources from the Certified General Accountants

Association of Ontario ............................................................. 27

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 4

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 INTRODUCTION

F or many of us, meetings are a fact of life. Well-run meetings can

be effective and valuable to an organization’s activities, while
poorly run meetings waste time and cause frustration. Whether it be
a company meeting for employees or a regular gathering of
volunteers, the same principles of good meeting management apply.

This booklet outlines the proven methods of parliamentary-style

meeting management—methods commonly used by volunteer
organizations and governing bodies. Organizations that favor a less
formal approach can still adapt the basic principles of this system to
increase the effectiveness of their meetings.

Constitutions and Bylaws

Any group that conducts a continuous program of activities should
have some formal structure establishing:

■ the group’s official name or title

■ the organization’s objectives
■ its methods or procedures
■ the number and functions of its officers
■ a definition of membership qualifications 5
■ its financial organization; and
■ other conditions, limitations and provisions that will provide a
clear and practical basis for the efficient management of the
group’s affairs.

The constitution defines the manner in which, and the authority by

which, a body is constituted. It establishes the fundamental pattern
of the group’s existence. The bylaws are a separate document that
represent a rule book for the day-to-day procedures of the
organization. The power to create bylaws is provided by the
constitution.

Each member of an organization—particularly the officials and

those chairing committees—should receive, or have access to, a
copy of the constitution and the bylaws. Each member should be
knowledgeable about the restrictions and powers outlined therein.

Committees
Any organization may delegate certain powers and functions to
committees that will, in turn, make recommendations on matters
assigned to them after extensive discussion and debate at committee
meetings.

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 There are two classes of committees:
■ Boards of Managers or Directors, Boards of Trustees, etc.: These
are deliberative assemblies, subordinate to the body that appoints
them with duties and authority. The number of regular meetings
and quorums is defined by the parent body, or by its authority.
■ Committees, Ad Hoc or Standing: The above-mentioned boards
usually have all preliminary work completed by committees. The
committee may be a “standing committee”, appointed for a
definite time; an “ad hoc committee”, appointed for a special
purpose; or a “committee of the whole”, consisting of the entire
assembly. Committees can appoint subcommittees if the
workload is heavy and complex in nature.

Advantages of the Committee System

An organization may wish to implement a committee system for the
following reasons:
■ it ensures a more equitable distribution of work among members
■ members who have specialized knowledge can be assigned to
appropriate committees so that they may apply their experience to
the advantage of the group (additionally, special interests are
better understood and protected by those who possess knowledge
in these fields)
■ by delegating work to committees, the parent body is able to
6 manage its business more quickly and effectively
■ matters may be examined in more detail by a committee than is
possible at a meeting of a large governing body; and
■ when a matter is referred to a committee, with instructions to
report back to the main governing body, the governing body has
an opportunity to consider the subject twice.

General Guidelines
Here are a number of guidelines for organizations that decide to
adopt a committee system:
■ appoint as few committees as possible
■ establish standing orders or bylaws that regulate the committees
■ develop clear-cut terms of reference and objectives for each
committee
■ keep the number of committees to a minimum by allocating
several related functions or duties to each committee
■ keep the number of members on each committee to a minimum
and ensure that responsibility is shared equally among members
■ ensure that committees concentrate on broad principles and
policies and do not perform the work of administration
■ initially direct all matters for policy decision to the appropriate
committee

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 ■ appoint an ad hoc committee only when an existing committee
cannot deal with the matter
■ provide committees with the financial and physical resources
required to function effectively; and
■ ensure that there is efficient co-ordination among committees.

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 CONDUCTING A MEETING

A meeting is defined as the coming together of two or more

persons for the transaction of a common lawful order of
business. Deliberative assemblies, such as committees, meet to make
decisions or to develop recommendations.
There are two main classes of meetings:
Public: These are meetings that members of the public are entitled
to attend by virtue of their interest and by their payment of funds as
outlined in the organization’s charter, e.g.,
■ the annual meeting at which all interested people are invited to
attend and consider past performance
■ the election of officers; and
■ the regular business of the association or society.
Private: These are meetings that relate to matters of private concern;
members of the public are not entitled to attend unless they have been
specifically requested to do so by the organization. Many are
monthly meetings, with only officers or board members in attendance.
A meeting is properly constituted and valid when the following
conditions are satisfied:
8 ■ the person calling the meeting has the authority to do so
■ proper notice was given to every person entitled to attend the
meeting
■ a quorum is present; and
■ the rules and regulations—or the bylaws—of the organization or
society are observed.
Meetings should only be called when there is a sufficient volume of
business.

Notice
For a meeting to be valid, a notice of meeting must be sent to all
persons entitled to attend. Apart from special provisions in the rules
of the organization, even accidental omission to give notice will
invalidate the proceedings.
The bylaws of the organization should state the preferred method of
giving notice; if they are silent on this point, notice should be given
by ordinary mail, fax or electronic mail. Notices sent by post are
deemed to be effected 24 hours after mailing, if properly addressed.
Send a notice of meeting well in advance of the date to allow the
people concerned to plan ahead and allocate time. If a meal is
planned, you may want to follow up to ascertain who will attend; it
is costly to plan a meal for 20 and have only six show up.

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 If the bylaws of an organization stipulate that a certain number of
days’ notice must be given, the word “days” is taken to mean clear
days, i.e., excluding the day the notice is mailed and the day the
meeting is to be held.
The notice must include the following details:
■ date
■ time; and
■ location of the meeting.
The time and location must be reasonable, otherwise the meeting
could be ruled invalid. The notice of meeting should also include the
major items on the agenda. Many organizations send the agenda
with the notice.

Waiver of Notice
An individual may waive the right to receive notice of one particular
meeting or of a series of meetings to be held in the future. Such a
request must be precise and must be submitted in writing.
Notice to attend a meeting convened for the discharge of legal
duties, either common law or statute, cannot be waived.
The giving of notice may be waived by the meeting, if all entitled
participants are present and agree that the failure to send the notice
be waived and the meeting be held. If even one member dissents, the 9
meeting is invalid.

Quorum
An organization consists of a number of people, of whom a certain
number or “quorum” must be present at meetings if the decisions
taken are to be recognized as valid and binding.
When the organization has no rule regarding the required number, a
majority of members must be present. Members of a quorum must
be entitled to attend the meeting and vote on any matter that comes
before the group. Observers and visitors do not count towards a
quorum.
A quorum must be present at the start of a meeting and remain
throughout the entire meeting in order to validate decisions made.

Points of Order
Unless your bylaws provide specific guidelines for managing
meetings, you should conduct your meetings according to Robert’s
Rules of Order. It’s a good idea to have a copy of this document on
hand for reference (available from most major bookstores).
Points of order (questions of procedure) may be raised by any
member of the quorum at any stage in the proceedings, whether or

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 not they have previously spoken. The chair must rule on the validity
of the question raised before proceeding with the business at hand. If
the meeting participants do not respect the chair’s ruling on a point
of order, they can remove the chair.

Following are some general rules for conducting meetings that, if

not observed, can be raised as points of order:
1. Items of business are taken in the order outlined on the agenda.
Only the chair, with the consent of the meeting participants, may
rearrange the order.
2. Any participant wishing to speak must be recognized by the chair
and must address comments to the chair. Under certain
circumstances, the chair may allow a member to directly address
another member.
3. At public meetings, the speaker stands facing the chair. If the
individual chairing the meeting rises, the speaker must stop and
may continue only after the chair has spoken.
4. Only one person at a time may address the chair.
5. No person should speak more than once on a main motion or on
each amendment proposed. At a large meeting, it can become
time consuming and repetitious if members are allowed to speak
10 a number of times. The one exception to this rule occurs when
the mover of the motion is allowed to reply to points raised
before the motion is put to a vote.
6. Some organizations have standing orders or bylaws that state the
length of time a member may address the chair on each subject.
In small groups this may not be necessary, but it is advisable for
larger groups. If such guidelines do not exist, a time limit should
be determined at the beginning of the meeting.
7. No discussion should take place unless a motion or amendment is
before the meeting. The object of this rule is to confine
discussion to the business at hand.
8. The chair should not participate in debates. However, a chair who
has strong personal feelings can vacate the chair and express that
opinion after informing the meeting of the desire to speak on the
particular subject and by asking permission to vacate the chair. If
agreed, a temporary chair is appointed: one of the vice-chairs, the
secretary or a member of the committee.
See page 25 for a summary guide to points of order.

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 Opening the Meeting
Meetings should begin on time. Officers, particularly the chair,
should respect the starting time so that business can be conducted
efficiently.
The person chairing the meeting must be seen and heard by all
participants, and should be positioned accordingly. The secretary
should take a place near the chair. After establishing that a quorum
is present, the chair calls the meeting to order and it officially begins.

If a quorum is not present, the meeting must be adjourned.

Voting
Most decisions on the meeting’s agenda are decided by majority
vote. The usual methods of voting are:

By a Show of Hands: This is the most common method of voting.

The chair counts the hands raised in response to the questions:
“Those in favour?” and “Those against?” The chair then announces
the count, stating “motion carried” or “motion defeated”.

By Ballot: The secretary distributes slips of paper, or “secret

ballots”, to record the vote of each member. The secretary collects
the ballots, tallies the results and reports to the chair, who announces
the results.
11
By Voice of Acclamation: This method is only suitable for small
meetings. In large meetings it is impractical to decide the outcome of
a vote from the sound of voices.
In any of the above methods, when the vote results in a tie, the
motion fails.
The chair is entitled to vote when the vote is by secret ballot and in
all other situations where that single vote will change the result. For
example, the chair may vote with the minority if this action will
prevent adoption of the motion. The chair may also vote with the
minority if this action will produce a tie vote and cause the motion
to fail. The chair cannot vote twice (i.e., first to create the tie and
then to give the casting vote). The chair should exercise the vote to
retain the status quo.

Order of Business
At some meetings the chair may make certain announcements before
the group begins business, e.g., introduce any guests at the meeting;
express congratulations or condolences; or mention other items of
personal or general interest to the group. However, these announce-
ments should be brief, and any privileged remarks must be in good
taste. In large meetings these informal openings are normally bypassed.

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 The first order of business in a formal meeting is to call upon the
secretary to read the notice of meeting. However, usually someone
moves that the reading be waived. If the motion is seconded and a
vote is taken, the reading is waived. The next order of business is the
adoption of the agenda.

Agenda
This word is derived from the Latin verb “agere” meaning “to do”.

Following an agenda helps to avoid confusion and wasted time.

Participants should receive the agenda before the meeting, along
with copies of any reports or briefs to be presented.

Advance distribution enables members to study the items of

business under consideration and allows them to come prepared for
informed discussion. The agenda need not be elaborate but it should
be as clear and concise as possible. The meeting participants adopt
the agenda as circulated or after suggested changes or additions have
been made.

Sample Agenda

Certified General Accountants

12 Association of Ontario

AGENDA
Board of Governors Meeting
Wednesday, September 26, 19
6 p.m.
1. Call to Order
2. Approval of Agenda
3. Approval of Minutes from Previous Meeting
4. Business Arising from Previous Minutes
5. Report of Standing Committees
· ■ Budget
■ Education

6. Report of Ad Hoc Committees

· ■ Chapter Boundaries
■ Technology
·
7. New Business

8. Date of Next Meeting

9. Adjournment

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 Minutes
There is no rule requiring organizations to record minutes of their
meetings, whether of the membership as a whole or of its
committees. It is, however, desirable that recorded minutes be kept
to serve as a history of the decisions that have been made by the
members. Minutes also constitute an authority for the actions of the
officers of the organization. People may be unable to recall the exact
conclusion reached on a subject debated months ago.

The form used for minutes is a matter of organizational style or

personal preference; however, minutes should include:
■ date, time and location of the meeting
■ name of the presiding officer
■ names of all in attendance or enough names to indicate the
attendance of a quorum—at large meetings, members can sign a
register or roll as they enter the meeting room
■ name of the secretary
■ dates or other suitable identification of correspondence or
documents dealt with or referred to in the course of discussion; and
■ person who makes a motion, the seconder and whether the
motion is carried or defeated.

Frequently it is convenient to incorporate items such as financial

statements, reports of committees, etc. in the minutes. This may be
done by appending them with a suitable reference and identification 13
in the body of the minutes such as Appendix I, Appendix II, etc.

The minutes record what is decided, not what is said. They are not a
verbatim account of the proceedings. Each subject includes
sufficient description to identify its origin and the main
considerations involved. This may be followed by a brief reference
to important examples used in discussion. Each item should
conclude with the decision reached. The minutes should also
indicate if no conclusion is reached.

The following should not be recorded in the minutes:

■ a motion that was moved but not seconded
■ an amendment that was moved, seconded, but not carried
■ an amendment that was moved, but that was ruled out of order by
the chair
■ the vote count for and against a motion; or
■ the manner in which members vote, unless a member requests
that the manner of his or her vote be recorded in the minutes.

If, for any reason, a meeting ends before the agenda is completed,
the remaining subjects should be noted in the minutes so they may
be deferred to the next meeting.

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 Sample Format of Minutes

Certified General Accountants Association of Ontario

Board of Governors Meeting
September 26, 19
Subject Minutes Action By

Acceptance of The Agenda was accepted as

Agenda circulated.

Acceptance of The minutes of the August 19, 19

Minutes meeting were accepted as presented.

Business G. Lopez, chair of the Finance Finance

Arising from Committee, reported on recent Committee
Previous correspondence regarding
Minutes amendments to Bylaw 6. An action
item will be presented at the next
meeting.

Adoption of the Minutes

Usually the minutes of a meeting are presented at the next meeting
14 for approval by, and signature of, the chair. This is known as the
verification or adoption of the minutes.

It is frequently said that the minutes are “confirmed”. This is

recorded in the minutes of the next meeting as follows “that the
minutes of the previous meeting were read, confirmed and signed”.
The use of the word confirmed in this connotation is, however,
misleading as it tends to convey the erroneous impression that the
meeting is confirming the decisions of the previous meeting. The
decisions of the previous meeting are final and complete and are
beyond the powers of the later meeting to alter. The accuracy of the
record alone is at issue here. A more appropriate word, such as
“verified” is recommended.

The chair asks the secretary to read the minutes, if they were not
previously circulated, and asks for any changes or corrections. If all
are satisfied that the minutes are an accurate recording, the chair
requests someone to move the adoption. The motion is then
seconded and put to a vote.

If there are corrections or additions, the chair requests the members

to agree to changing the minutes. When all corrections have been
approved, a member moves that the minutes be adopted as corrected.
This motion is seconded, the chair requests the vote and, if the
motion is carried, the secretary makes the requested changes.

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 If the minutes have been circulated in advance, the chair will request
a motion for their adoption as circulated. If any corrections or
additions are to be made, the procedure is the same as when the
minutes are read. The chair now proceeds to business arising from
the minutes. Only items that are not covered later in the agenda are
dealt with at this time. Questions arising from the minutes are
allowed only to obtain information, not to renew discussions.

Motions and Resolutions

Although the terms “motion” and “resolution” are frequently used as
synonyms, the terms are separate and distinct. A motion is a
proposition placed before a meeting for discussion and decision. If,
as a result of that discussion, the proposal is carried by a vote of the
members, it is considered a resolution of the meeting.

Motions should be presented clearly and precisely, leaving no doubt

in the minds of either the proposer or the members of the committee
as to the meaning of the motion. The member making the proposal
says: “I move that”, and then states the action proposed to be taken.

Once placed before the meeting, a motion cannot be withdrawn,

except with the consent of the meeting.

After a motion has been seconded, it is debated and voted upon.

Debate must be limited to the business before the meeting. Speakers 15
must address their remarks to the chair; be polite and concise; and,
where possible, avoid referring to the other officers or members by
name or presuming their motives.

In the absence of a seconder, the motion fails and the meeting passes
on to the next item of business.

Resolutions and motions cannot be raised twice at the same meeting.

All the pros and cons should have been aired before the vote. Some
associations have rules that specify the subject matter of any
resolution or motion may not be reconsidered for a period of six
months or more, to give members time to examine the implications.

Delaying Motions
Generally, delaying motions are used only in formal meetings such
as meetings of government. However, volunteer organizations may
want to consider using a delaying motion to prevent a question
before the meeting from further discussion at that time. The chair
should ensure that such motions are used only as an interim
procedure to gain time for further study and not simply to avoid an
awkward or complicated subject.

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 The principle delaying motions are:
■ that the motion be referred to another committee or to a
subcommittee for further deliberation; or
■ that the motion be deferred for discussion at a future meeting.

Amendments
An amendment is a proposed alteration to the terms or content of a
motion presented to the meeting. Amendments may be moved at any
time during the discussion and before the vote on the original motion.
Like the original motion, amendments must be seconded by another
committee member. There can be only one amendment at a time to
the motion before the meeting.

An amendment cannot negate the intent of the original motion but

can add, delete or substitute words for those in the original motion.
In other words, an amendment phrased as a direct negative of the
motion is “out of order”. When an amendment has been put to the
meeting, seconded and carried, it must be repeated and embodied in
a substantive motion that supersedes the original motion.

If there is more than one amendment, the second amendment is

voted on first.

If more than two amendments have been proposed, the group should
16 consider withdrawing the whole motion, as it would appear the
original motion was not carefully developed. Each complex motion
should be written down and edited, if necessary, before moving, as
all motions should clearly express the intention of the mover.

Ending the Meeting

When there is no further business on the agenda, the chair declares
the meeting closed. The chair needs no resolution or approval to do
this, provided all the business before the meeting has been
completed. If, for any reason, the business has not been satisfactorily
concluded and the group must reconvene, the meeting should be
adjourned by resolution and the time and place of the next meeting
specified.

Reports
Information reports are an important element in the affairs of any
organization. Each committee should submit at least one report on
its activities during the year, usually at the annual meeting. Any
committee, standing or ad hoc, should prepare and submit a report as
soon as possible on any subject specifically referred to it for
consideration.

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 If the study is a long one, the committee should submit progress
reports from time to time. While reports can be written or oral, a
written report is preferable since it serves as a permanent record.
Written reports must be dated and signed by the committee chair.

The introduction of the report includes the subject of the study and
the terms of reference. The body of the report should contain the
particulars and the commentary. The conclusion, containing the
committee’s recommendations, may be in the form of a motion.
Many organizations find it effective to begin reports with the
recommendations and then outline the details that led to them.

When a committee disagrees on a topic, majority and minority

reports should be prepared. The majority report is presented first;
however, opportunity should be given for presentation of the
minority report before a vote is taken. In practice, minority reports
are rare, since most differences are resolved before the preparation
of the report.

Various actions may be taken following the submission of a report:

1. If it is an information or progress report, it may be “received,”
meaning the report has been accepted and duly noted.
2. A report may be “tabled”, meaning that it is received and noted,
but that action on it is deferred until the next meeting; until new
facts are considered; or until there is a change in circumstances. 17
This course is taken when it is felt that the subject requires
further consideration or if immediate action is inappropriate.
3. When the report contains recommendations—such as the
proposal of a course of action or the adoption of a policy—the
adoption of the report must be moved by the presenter, seconded
and voted upon. If adopted without change, the report and all
recommendations contained in it are automatically approved and
must be acted upon. Alterations to the report must be in the form
of amendments.
4. When a report is considered incomplete or its conclusions
inadvisable or unacceptable, it is referred back to the committee
responsible to be re-examined, revised and presented at a later
date. If the presenting committee feels that it cannot change the
report, it must ask the receiving group to dissolve the committee
and appoint a new one.

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 THE OFFICE OF CHAIR

T he word chair is used to designate anyone who has been chosen

to act as the leader of a group and to preside at the meetings. At
all other times, the chair is simply one of the group, but when a
meeting is called to order the office is endowed with responsibility,
power, and prestige. This office must be respected by all other
members. The chair is the umpire in debate, the judge of
admissibility and the upholder of order and decorum. A good chair
maintains harmony and achieves results by being even-tempered,
patient, impartial and fair.

The chair determines the manner in which a meeting is conducted,

subject to the bylaws of the organization. The chair may wish to
observe all the formalities or may decide to conduct the proceedings
in an informal manner. In a small group of three or four, the informal
method can be very effective. Informality, however, should not be
allowed to confuse the issues or decisions or to obscure the authority
of the chair.

Appointment of the Chair

The bylaws of an organization normally state how the chair of the
organization is elected or appointed. In the absence of the chair, the
18
vice-chair or vice-president assumes the office. If neither is present,
the members present may elect a member to fill the position. A
member who is appointed in this manner is entitled to occupy the
position even if the chair subsequently joins the meeting; however,
courtesy usually prevails and the chair is vacated in favor of the
official chair.

The procedure for electing someone to chair the meeting in the

absence of a chair is as follows:
A member moves, “I move we appoint Mr./Ms Jones to take the
chair.” Another member says, “I second that motion.” If there are no
other nominations, the motion is presented to the meeting and, if
carried, the person becomes the temporary chair.

If two or more candidates are proposed, a vote is taken by a show of

hands.

Candidates for election as chair cannot preside during the election

process. The person who presides at the meeting has the duty of
counting the votes and announcing the results; however, these acts
cannot be lawfully carried out if the presiding chair is a candidate
for re-election. Should the presiding chair be nominated along with
one or more other candidates, someone not standing for election
must be appointed to preside.

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 Note that the person vacating the chair need not leave the meeting
and may support his or her own candidacy. If the presiding chair is
the only nominee, there is no requirement to vacate the chair.

Powers and Duties of the Chair

A chair must:
■ be fully aware of the bylaws or rules of order the organization
has adopted
■ confirm that the meeting has been duly convened and is properly
constituted
■ open the meeting
■ introduce guests at the beginning of the meeting
■ conduct the meeting in a regular and proper manner, as outlined
in the bylaws or according to Robert’s Rules of Order
■ ensure proper minutes of the proceedings are kept
■ decide points of order and all incidental questions of procedure
■ ensure that all business transacted is within the jurisdiction of the
meeting
■ decide who shall speak
■ decide when there has been sufficient discussion of a matter and
call for the vote
■ put motions and amendments to the vote and declare the result
■ vote to maintain the status quo
■ evaluate the mood of the meeting on any question put before it 19
■ ensure that minority opinions are given a fair hearing
■ preserve order
■ cause the removal of disorderly persons
■ adjourn the meeting when it is impossible to maintain or restore
order; and
■ declare the meeting closed when all of the business has been
transacted.

The chair has no right to adjourn the meeting against the wishes of
the members present, unless the bylaws or rules of order of the
organization expressly gives the chair this right, or in either of the
following circumstances:
■ for purposes of taking a poll; or
■ when general and persistent disorder makes the transaction of
business impossible.

Personal Qualifications
The key attributes of an ideal chair include:
Patience: The control of a meeting can impose a certain degree of
strain on its presiding officer, either because the matters being
discussed are highly controversial or the members appear to be in a
bad mood. Debates in general can lead speakers to repeat themselves
or go off on tangents that have no bearing on the subject. If a

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 speaker is digressing excessively from the subject, the chair must
refocus the discussion. On the other hand, the chair must allow
members to express themselves fully and freely on a matter. The
chair must control not only the meeting, but personal attitudes and
inappropriate behaviour.

Tact: The curtailment of debate requires the exercise of considerable

tact on the part of the chair. Few speakers welcome an interruption
of their remarks from other members or an admonition from the
chair. At all times the chair must show interest in the remarks and
respect for the speaker.

Dignity: The chair must uphold the dignity of the position. The
chair who lacks respect for the office also lacks respect for the
meeting being held. As a result, the members themselves will
eventually lose interest and the committee will disintegrate.

Decisiveness: A chair should analyze the thinking leading to any

decision he or she makes at a meeting, and once satisfied that the
decision is correct, should adhere to it. A decision, once made, must
be applied uniformly to all members, regardless of their official
status.

Impartiality: The chair should be above all personal animosities or

group intrigues in the conduct of the proceedings. The respect of the
20 meeting will be lost if the chair plays favorites or appears
antagonistic to certain members.

Courtesy: Courtesy is an attribute that helps meetings proceed

smoothly and pleasantly. The chair must be firm yet courteous to
both members and guests.

Perception: The chair must be able to sense the feeling of the

meeting and know when to bring a subject to a vote. Pointless
repetition of arguments is tiresome and time-consuming.

Removal of the Chair

A chair who has been elected to a meeting can only be superseded
by the will of the meeting if exhibiting gross partiality in the conduct
of proceedings or if he or she is being deliberately obstructive.

Many organizations have written power to remove the chair and

other officers in their bylaws, rules of order and regulations. If not,
the chair may be removed by a resolution of the meeting.

conduct.pmd 20 12/11/2003, 1:32 PM

 COMMITTEE SECRETARY

T he secretary performs invaluable services to the chair and

members of the meeting and is instrumental in ensuring that the
meeting runs smoothly.

A secretary’s duties include:

■ sending notices of meeting to all persons entitled to receive them
■ preparing the agenda (in discussion with the chair)
■ ensuring that a meeting place is available
■ arranging for the meeting room to be adequately set up
■ ensuring that all subcommittees have submitted their reports for
the meeting
■ having a copy of the bylaws, previous minutes and orders, etc.,
at meetings for purposes of reference
■ following up with various committee members to ensure tasks
assigned at the last meeting are acted upon
■ reading any document that may be required at the meeting
■ taking adequate notes of the proceedings of the meeting in order
to prepare the minutes
■ preparing accurate minutes; and
■ carrying out instructions arising from the meeting that pertain to
the secretary.
21

conduct.pmd 21 12/11/2003, 1:32 PM

 MAKING SMALL MEETINGS SUCCESSFUL

T he small meeting—one of 10 people or less—is of vital

importance to any organization. In fact, small meetings often
accomplish a vast amount of work. However, because of the human
factors involved, a small meeting is often much more difficult to
conduct than a large one. This is particularly true if the small meeting
is scheduled on a regular basis, and it brings together the same
people each time to discuss similar issues and subjects.
Following are some principles which can help make a small meeting
more agreeable and productive:
1. Quash the tacit agreement immediately: The only way to arrive
at a decision in a small meeting is to discuss the question from all
perspectives, then take a formal vote on the subject.
However, if the chair is not vigilant, one member can manipulate
the group into making a tacit decision. For example, an individual
may monopolize the conversation, or appoint an associate to
continue the conversation toward a particular line of thinking.
These techniques stifle the free expression of the group and can
force the meeting to consider only one idea.
To counter a tacit agreement, the chair should take action the
22
moment these techniques become evident, by reminding the
group that decisions are not to be made with only a few
participants in the process—instead, everyone should have the
opportunity to contribute.

2. Do not allow members to assume static roles: In a healthy

atmosphere, meeting participants may express different
viewpoints on a variety of topics. Real commitment depends on
participation from many fronts, by all members.
A committee member who maintains one viewpoint, however,
can become isolated, “labelled” in the minds of others, and
ultimately excluded from the discussion. For example, the
“harmonizer”, in the quest for a pleasant, friction-free atmosphere,
may not recognize that conflict and creativity can be closely
related. A group may become sterile unless all ideas and opinions
are explored.
Similar roles are the “gatekeeper” who focuses on the quantity of
participation, rather than the quality of discussion, and the
“compromiser” who seeks the lowest common denominator and
may trade the best solution for one that is agreeable to all.
A meeting chair who suspects that a member has fallen into this
trap should gently and indirectly encourage full participation. For

conduct.pmd 22 12/11/2003, 1:32 PM

 example, ask a “harmonizer” to generate additional ideas by
attacking or defending another point of view.

3. Never criticize a group for having a hidden agenda: A hidden

agenda in a group can be established by individual members, the
meeting leader or the group as a whole. The leader, for example,
may call a meeting for the announced purpose of having the
group make a decision, when in fact that individual’s decision
has been pre-determined. Or, one member may feel antagonistic
toward another and direct all comments toward discreditation.

The best tactic here is to handle the hidden agenda just as you
would an official agenda—directly. Ask another member about
the validity of a comment that has been dismissed, or ask your
challenger to lead the meeting discussion for a while. A common
sense approach to a hidden agenda will usually resolve the
problem and keep the meeting on track.

4. Vary the chairs of a group that meets regularly: In too many

cases, patterns of interaction are set after several meetings. Since
the same topics are usually discussed, viewpoints of members
become fixed and understood, with accommodations worked out
according to a particular formula. As a result new and creative
directions are often not attempted. However, by asking various
members to be responsible for planning and leading some
sessions, involvement and interest may be stimulated. 23

5. Structure the meeting: Too often the natural human dynamics of

a small meeting are allowed to influence the course and outcome,
because no preset direction exists. An agenda allows the meeting
leader to limit discussion to relevant subjects, and control the
way time is spent. When participants have assisted in planning
the agenda, they are more likely to co-operate fully in pursuing
the meeting’s objectives.

6. Limit the chair’s role to that of neutral leader, not lecturer:

A good meeting leader determines the time and subject
limitations, provides the background information, and then sends
the group into action. The leader is in no way the person with all
the answers. Rather, this individual stimulates an exchange of
ideas, keeps the meeting on target, draws out the introverts and
quiets the talkative ones. The chair then summarizes all points
discussed. A good leader’s status in the discussion should equal,
but not exceed, that of the others.

The business conducted at a small meeting should be taken seriously

by its chair and participants. The small meeting is one of the basic
building blocks of an organization. If you make use of its best
characteristics and avoid its inherent human pitfalls, you will help to
make your whole association, club or company more effective.

conduct.pmd 23 12/11/2003, 1:32 PM

 CONCLUSION
B y following the guidelines outlined in this booklet, you will be
well on your way to conducting meetings that are both
productive and enjoyable. However, like most other skills,
successful meeting management takes more than knowledge and
talent; it requires practice. And more practice. So begin working
today toward better meetings tomorrow.

24

conduct.pmd 24 12/11/2003, 1:32 PM

conduct.pmd
Meetings Made Easy: A Summary Guide to Points of Order
Action Second Debatable Can be Can be Requires Out of Order
Required Amended Reconsidered Mandatory when Another
Vote Speaker on Floor
1. Adopt a report Yes Yes Yes Yes Yes Yes
APPENDIX

2. Amend a motion Yes Yes Yes Yes Yes No

3. Amend an amendment Yes Yes No Yes Yes No
4. Debate, close, or limit Yes No Yes Yes 2/3 No

25
5. Adjourn the meeting Yes No Yes Yes Yes Yes
6. Lay on table (suspend
further consideration
of a matter) Yes No No No Yes Yes
7. Introduce a main motion
or question Yes Yes Yes Yes Yes Yes
8. Question of order No No No No Yes No
9. Postpone to a certain
time (or next meeting) Yes Yes Yes Yes Yes Yes
10. Call or move the
previous question Yes No No No 2/3 No
11. Reconsider Yes Yes No No Yes No
12. Suspend rules Yes No No No Yes No
13. Take from table Yes No No No Yes Yes
14. Withdraw a motion No No No No Yes No

12/11/2003, 1:32 PM
25
 OTHER RESOURCES FROM THE
CERTIFIED GENERAL ACCOUNTANTS
ASSOCIATION OF ONTARIO
Other booklets available in this information series:
■ ABCs of Accounting: Accounting Definitions
■ Executorship: A Guide for Those Called Upon to Act as
an Estate Trustee
■ Keeping the Record Straight: Introductory Accounting for
Not-for-Profit Organizations
■ Personal Tax Planning
■ Planning for Tomorrow: Setting and Achieving
Your Personal Goals
■ Resource Guide for Business Immigrants to Ontario

Accountant Referral Service (no charge)

The Certified General Accountants Association of Ontario (CGA
Ontario) offers a free accountant referral service to Ontario
residents and businesses who would like to hire a professional
26 accountant for help with financial statement preparation and other
accounting services, tax returns and financial planning.

CGA Ontario will provide prospective clients with a list of names,

addresses, telephone numbers and preferred areas of practice of
CGAs in the city or location of their choice. Prospective clients can
review that list and make a decision as to which accountant to hire.

For more information, call CGA Ontario at (416) 322-6520 or

1-800-668-1454, ext. 245. You may also send an e-mail message to:
[email protected].

conduct.pmd 26 12/11/2003, 1:32 PM

 Employment Referral Service
The Certified General Accountants of Ontario operates a free,
online employment referral service, which matches the knowledge
and skills required by a position open in your organization with
certified general accountants (CGAs) and students seeking new
employment.

CGA Ontario’s employment referral service provides the following

options:

■ Access to a large database of resumés from CGAs and

students in the CGA program of professional studies.
■ Online job posting (for paid positions) on CGA Ontario’s
Web site.
■ Online volunteer job posting (for non-paying positions) on
CGA Ontario’s Web site.

By registering for an account, employers can post, edit and delete

job advertisements to CGA Ontario’s exclusive job board for
CGAs and students in the CGA program—JobFind—via the Web.
Jobs are only accessible to CGAs or students in the CGA
program.

Interested candidates can send their resumés by e-mail, fax or 27

mail, directly to you.

Visit www.cga-ontario.org, and access the For Employers section.

If you have more questions about the employment referral
service, please call 416-322-6520 or 1-800-668-1454, ext. 219 or
send an e-mail message to [email protected].

conduct.pmd 27 12/11/2003, 1:32 PM

conduct.pmd 28 12/11/2003, 1:32 PM