Calling directors' meetings
The CATSI Act sets out the rules for meetings but there are some parts of the law that corporations can change in their rule book.
Corporations need to set out in their rule book how often their directors' meetings will be held. We recommend that directors meet at least every 3 months. For corporations that are not very active, holding meetings less often may be appropriate.
Directors are responsible for calling directors’ meetings. They can decide together but it is also possible for one director to call a directors’ meeting by giving reasonable notice to each of the other directors.
Sometimes it is not easy to get everyone together in the same place. A directors’ meeting may be held online, as long as all the directors agree to it.
Set a date, time and venue
Usually the date, time and place for a meeting will be decided at the previous meeting. There may also be an agreed regular meeting time; for example, the second Thursday of every month at 10 am.
Sometimes there may be a need to call an unscheduled directors’ meeting to deal with an emergency decision.
Prepare the agenda
An agenda lets the directors know what they’ll be doing at the meeting. It also allows directors to see if there are agenda items in which they may have a conflict of interest.
Not every item on the agenda will need a decision. Some items may be for noting or information only.
The agenda should be provided to all directors before the meeting.
The agenda may look something like this:
AAA ABORIGINAL CORPORATION (ICN 000)
DIRECTORS’ MEETING
Time: 10.00 am
Date: Tuesday, 9 November 2016
Place: Conference room
AGENDA
1. Welcome
2. Confirm a quorum is present
3. Confirm chairperson of the meeting (in accordance with the rule book)
4. Apologies
5. Minutes of the previous directors’ meeting and matters arising
6. CEO report
7. Financial reports
8. Correspondence in and out
9. New membership applications
10. Matters of business:
a. ILUA with BigData Telcommunications Company
b. Application for funding
c. Purchase of premises
d. Any other business
11. Time, date and venue of next directors’ meeting
12. Close meeting.
Notify directors
Notice of a meeting needs to go to every director. You may also need to invite people such as your CEO, a potential business partner or a funding body representative.
Your rule book might allow you to give notice by email or through social media. It’s important that it’s in writing, because the notice should include:
- the corporation’s name and ICN
- the type of meeting – directors’ meeting or a committee of directors
- the venue, date and time of the meeting
- how directors can participate from another location using technology (if the directors have agreed to this)
- the business to be discussed (the agenda)
- any proposed resolutions.
When you’re giving notice it’s a good idea to also give out any board papers or reports that will be discussed so that directors have enough time to read them.
Reasonable notice
Notice must be reasonable – a corporation’s rule book or a supporting policy document might say what is regarded as giving reasonable notice of a meeting. It does imply that the date, time or place for a meeting should not unreasonably prevent a director from attending.
If reasonable notice is not given to all directors, a court may declare a directors’ meeting and any resolutions passed at the meeting invalid.
Copies of reports and other documents
Any papers or reports to be discussed at a directors’ meeting should be sent out to directors in advance so they have enough time to read them and prepare for the meeting.
