Running a directors' meeting
Before you begin, make sure you have a quorum, a chair and someone to make a record of it.
Attendees and quorum
Make sure that everyone attending a directors’ meeting is a current director of the corporation. Corporations will have different rules and policies around whether people, such as the CEO or manager, can attend directors’ meetings.
Then make sure that a quorum is present.
Selecting a chairperson
The CATSI Act requires the directors to elect a director to chair their meetings. Some directors elect a chairperson for a period of time (e.g. one or two years) and other directors take turns at chairing their meetings. The corporation’s rule book may have a rule about electing a chair.
If a chairperson is not available for all or part of a meeting, the directors must elect a director who is present to be the chairperson for that meeting or part of it.
The chairperson’s job is to make sure the agenda is followed – and that the meeting:
- starts on time
- stays on track
- is held within the corporation’s rules.
A good chairperson also makes sure that everyone has a chance to share their views and listen to others.
Declaring conflicts of interest
A director who has a material personal interest in a matter relating to the business of the corporation must give written notice to the other directors at a directors’ meeting. The details must be recorded in the minutes of the meeting.
A director who is likely to gain personally from a board decision must:
- tell the other directors before the start of the meeting that they have a conflict of interest
- offer to leave the meeting while the rest of the board makes a decision.
The rest of the directors will then decide if the director with the conflict of interest can stay and vote on the item or must leave the room while the decision is made.
After the meeting
Action items
Some decisions will require further action. Any actions that are agreed in the meeting must be noted in the minutes, along with who is responsible for doing the work and by when.
Directors also need to let people who were not present at the meeting know about any tasks or actions that may have been assigned to them.
At the next directors meeting, check the minutes of the last meeting for any action items and find out what progress has been made.
New memberships
If directors considered applications for membership:
- write to them to tell them if the directors approved or refused their membership
- update your register of members.
Minutes
After the chair of the meeting has checked and signed the minutes of the meeting, send them to all the directors.
Directors need to make sure they check what is recorded in the minutes. The minutes are important evidence of what happened and what was decided at a meeting.
