PointsOfOrder/order-of-business.rst

The order of business
=====================

While motions are the principal way of a meeting expressing a decision, between the open and close of a meeting, there will be other matters that need to be attended to. In this chapter, we describe typical stages of a meeting, in a typical order that they might come up in.

.. index:: meeting; opening, opening of meeting, meeting; called to order

Opening of meeting
------------------

At the time specified in the :ref:`notice <notice>` of the meeting, provided that a quorum is present, the Chair will formally open the meeting and *call the meeting to order* with words to the effect of ‘The meeting is opened at [time]’, ‘I call the meeting to order’ or ‘Thank you all for coming’. This may be followed by suitable words of welcome, acknowledgement of guest speakers or new members, and so on.

.. That; the notice convening the meeting be taken as read

In the case of important meetings, the Chair may read, or direct the Secretary to read, the notice of the meeting, in order to remind members of its purpose. If a member were to desire to dispense with this, it would be in order to move ‘*That the notice convening the meeting be taken as read*’.\ [#fn1]_

Any challenge to the validity of the meeting should ideally be made at this stage.\ [#fn2]_

Attendance and apologies
------------------------

.. index:: apologies

At the commencement of the meeting, the members in the attendance should be noted. The Chair should also note if any members who have advised they cannot attend (*apologies*), and ask if any other members have sent apologies via those present.

.. That; the apologies be accepted (or received)

If the meeting desires to formally grant a leave of absence to those named, it may be moved ‘*That the apologies be accepted*’. If the meeting wishes not to grant leave, the traditional approach would be to move (or amend the motion to read) ‘*That the apologies be received*’\ [#fn4]_ – but see :ref:`‘Reports’ <reports>` for the author's view on motions to ‘receive’.

An apology, whether accepted or not, does not prevent that member participating in the meeting if they later arrive.

If :ref:`proxy voting <proxy-voting>` is permitted, and proxies have been appointed, that should also be noted at this point.

Minutes of previous meetings
----------------------------

.. index:: minutes

.. _minutes:

*Minutes* are the formal, permanent, written records of the business transacted at a meeting. There is no common law requirement for minutes to be kept, but this is almost invariably required by the laws and rules applying to bodies.\ [#fn5]_

.. index:: That; the minutes be confirmed

Unless the minutes were previously circulated, the Chair should read, or direct the Secretary to read, the minutes from the previous meeting. A member should then move ‘*That the minutes be confirmed*’).\ [#fn6]_ If the minutes were previously circulated, and it is therefore unnecessary for them to be read again, it could instead be moved ‘*That the minutes, as circulated, be taken as read and confirmed*’.

Although the rules of some bodies sometimes provide otherwise, it is not generally necessary for the motion to be moved or seconded by someone who was present at the previous meeting, and all may vote on the motion regardless of whether they were present. Just as with any motion, every member has the right to express a belief on whether the minutes are correct.\ [#fn7]_

The motion may be debated as to the factual accuracy of the minutes (not as an opportunity to revive topics of discussion finalised at the previous meeting). If there is consensus that there is an error, it may be corrected by the Chair or Secretary before the motion is put to a vote. Otherwise, a motion to :ref:`amend <amendments>` the minutes could be moved.

.. index:: minutes; minimum content

Minimum content of minutes
^^^^^^^^^^^^^^^^^^^^^^^^^^

The minutes should contain, at a bare minimum:

* the name of the body, and the nature and type of the meeting (e.g. committee meeting, annual general meeting, special general meeting, etc.)
* the time and place
* the names of those present and, if non-attendance is of consequence, a list of apologies accepted
* a list of all resolutions passed at the meeting\ [#fn14]_
* notice given of motions to be moved at a later meeting
* the time and place of the next meeting
* the time of closing the meeting\ [#fn8]_

If a person abstains on a vote, or votes against a motion which is carried, they may also ask that that be recorded in the minutes.\ [#fn9]_

If the rules require that a particular motion must be carried by more than a majority (for example, a two-thirds vote or an absolute majority), the minutes should record the Chair's declaration that the motion was carried by the required majority.\ [#fn10]_

Of course, it is open for a body to include more than this bare minimum in its minutes. Conciseness is to be valued, however, and the minutes should not seek to become so detailed as to serve as an exact transcript of everything said and done.

.. index:: minutes; confirmation, confirmation of minutes, motion; to confirm minutes

Confirmation of minutes
^^^^^^^^^^^^^^^^^^^^^^^

The effect of carrying the motion ‘*That the minutes be confirmed*’ (or similar) is to verify that the minutes are correct. Once the motion is carried, the Chair of the meeting which verifies the minutes should sign the minutes as having been confirmed.\ [#fn33]_

It is the practice of some bodies that a motion to confirm the minutes is not moved, but Australian authorities regard following the formal procedure as preferable.\ [#fn12]_:superscript:`,`\ [#fn13]_

Note that confirming the minutes does not give the events of that previous meeting any additional force. Any resolution of the previous meeting took effect as soon as it was made at that meeting, and does not need to be ‘confirmed’ first.\ [#fn11]_

Once the minutes have been confirmed, they may not, *under any circumstances*, be altered.\ [#fn15]_:superscript:`,`\ [#fn16]_ Rather, a resolution pointing out the error should be passed, and a cross-reference inserted into the previous minutes pointing to the resolution.\ [#fn17]_

.. index:: minutes; matters arising from, matters arising from the minutes

Matters arising from the minutes
--------------------------------

After the confirmation of the minutes, a meeting usually turns to considering any *matters arising from the minutes*.\ [#fn32]_ Matters which could be considered under this heading include, for example:

* items of business adjourned at the previous meeting but not resumed,\ [#fn34]_ or items of business adjourned to this meeting
* a progress update on an action tasked to a member at the previous meeting
* continuing discussion relating to an ongoing project

As with the confirmation of the minutes, however, this is not to be regarded as an opportunity to revive topics of discussion finalised at the previous meeting.

.. index:: correspondence, That; the inward correspondence be received, That; the outward correspondence be endorsed

Correspondence
--------------

At this point of the meeting, unless previously circulated, the Chair or Secretary should read the correspondence received by the body since the last meeting. Tradition would have it that a motion would then be moved ‘*That the inward correspondence be received*’\ [#fn18]_ – but, as with apologies, see :ref:`‘Reports’ <reports>` for the author's view on motions to ‘receive’.

The Chair or Secretary would then read the correspondence sent by the body since the last meeting (*outward correspondence*), and a motion would be moved ‘*That the outward correspondence be endorsed*’.\ [#fn18]_

If desired, the two motions could be combined into one motion ‘*That the outward correspondence be endorsed and the inward received*’.\ [#fn19]_

Matters arising from the correspondence
---------------------------------------

If any action is required in relation to any correspondence, appropriate motions could be moved here. For example, ‘*That the Secretary reply to Mx Smith to …*’. Where resignations are traditionally submitted in writing, the usual motion would be ‘*That Mx Smith's resignation be accepted with regret*’.\ [#fn18]_

.. index:: reports, That; the report be adopted (received)

.. _reports:

Reports
-------

At this point in the meeting, reports may be presented from office-bearers (such as the President or Treasurer) or from subcommittees. After each report, if the meeting agrees with the report, it should be moved ‘*That the report be adopted*’. If not, it would be traditional to move ‘*That the report be received*’. The debate on the motion also presents an opportunity for questions to be asked of the person presenting the report.\ [#fn22]_

If the meeting wishes to adopt some, but not all, of the report, :ref:`amendments <amendments>` may be moved to the report. If the desired changes are particularly complex, the report may be :subref:`ConsiderSeriatim <consideration-seriatim>`.\ [#fn23]_

.. |ConsiderSeriatim| replace:: considered *seriatim*

.. index:: That; the financial statements be adopted (received)

Some types of report may require further action. In the case of a Treasurer who reports that expenditure is required to settle outstanding accounts, a motion would be moved ‘*That the accounts as presented be passed for payment*’.\ [#fn22]_

In the case of the Treasurer's report at an annual general meeting that includes financial statements, a motion would be moved ‘*That the financial statements (or “financial statements and auditor's report”) be adopted (or “received”)*’.\ [#fn22]_

In the case of a subcommittee report with specific recommendations for action, further substantive motions could be moved addressing each of those recommendations.\ [#fn22]_

A word on ‘receiving’
^^^^^^^^^^^^^^^^^^^^^

As noted above, it is traditional in various circumstances to move to ‘receive’ a matter. The author begs your indulgence for a moment to break from authority and opine that this practice is superfluous and nonsensical.

To resolve, for example, ‘*That the report be received*’, suggests that it would be possible to negative the question and refuse to receive the report. But the meeting has, as a matter of fact, already received the report by virtue of having just sat through the report being delivered. *Robert's Rules* proscribes this form of motion for the same reason.\ [#fn20]_

If it is desired to move a similar motion, the author recommends that the matter instead ‘*be noted*’.\ [#fn21]_

.. index:: motion; on notice

Motions on notice
-----------------

At this point in the meeting, motions of which notice had been given prior to the meeting should be moved. These *motions on notice* will be listed on the :ref:`agenda <agenda>`, typically in the order that notice was given.\ [#fn24]_

One by one, in the order listed on the agenda, the Chair will ask the person who gave notice to move the motion. The motion is then proceeded with as described in :ref:`‘Moving a motion’ <moving-motion>`.

If the person who gave notice is not present, or chooses not to move the motion, any other member may move the motion instead, unless prohibited by the rules. If no one moves the motion, then the motion will lapse, the notice will be taken to have been dealt with, and the meeting will proceed to the next item of business.\ [#fn25]_

.. index:: special resolution; notice of

The rules of some bodies require notice to be given of certain motions in particular ways. For example, under the *Corporations Act 2001* (Cth), if a ‘special resolution’ is to be proposed, then the notice of the meeting must state the wording of the special resolution, and state the intention to propose the motion as a special resolution.\ [#fn26]_ Notice requirements commonly apply to matters such as amending the rules, rescinding previous resolutions, and removing auditors. Any such requirements must, of course, be complied with strictly.

There has been some debate over the years about whether a motion on notice, and in particular a proposed special resolution, may be amended. It appears that the correct position under Australian law is that a motion on notice (including a proposed special resolution) may be amended, provided the amendment does not alter its nature or cause the motion to fall outside the scope of the notice.\ [#fn27]_

General business
----------------

All of the scheduled items of business having been dealt with, the agenda may provide for the transaction of *general business* (or ‘*any other business*’). This provides an opportunity to move any desired motions without having previously given notice – provided, of course, that they fall within the scope of the :ref:`notice of the meeting <notice>`.\ [#fn31]_

Notices of motion
-----------------

At this point in the meeting, members may give notice of motions they intend to move at the next meeting, which will then be listed on the next agenda under ‘motions on notice’.\ [#fn30]_ For example, a member, after obtaining the call, may say ‘*I give notice that at the next meeting I intend to move “That …”*’.

For the purpose of including proposed motions on the agenda, it also seems reasonable, unless the rules otherwise require, to permit notice to be given between meetings, by notice to the Secretary or whoever compiles the agenda before it is distributed.

Date of next meeting
--------------------

Before closing the meeting, the date of the next meeting should be determined. If the date has been previously determined, either by a rule of the body or by an earlier resolution fixing the date of the next meeting, the Chair should remind members of this date. If the date has not yet been fixed, a motion fixing a specified date for the next meeting should now be moved.\ [#fn28]_

Close of meeting
----------------

All business of the meeting having concluded, the Chair should formally declare the meeting closed.\ [#fn29]_

.. rubric:: Footnotes

.. [#fn1] :ref:`Renton 2005 <renton>`, ¶2.10
.. [#fn2] :ref:`Renton 2005 <renton>`, ¶2.11. Renton goes on to suggest that if no challenge is raised at this point, the right is waived. :ref:`Lang 2015 <horsley>`, ¶9.8, disagrees, citing *Henderson v Bank of Australasia* (1890) 45 Ch D 330; as does :ref:`Magner 2012 <joske>`, ¶3.35, citing *Werner v Boehm* (1890) 16 VLR 73.
.. [#fn4] :ref:`Renton 2005 <renton>`, ¶2.13
.. [#fn5] :ref:`Lang 2015 <horsley>`, ¶18.3
.. [#fn6] Some bodies prefer to jazz up the wording; for example, ‘*That the minutes be confirmed as a true and accurate record*’.
.. [#fn7] :ref:`Renton 2005 <renton>`, ¶2.14; :ref:`Lang 2015 <horsley>`, ¶18.14; :ref:`Puregger 1998 <puregger>`, p. 26
.. [#fn14] In North America, *Robert's Rules* requires all substantive motions to be recorded, whether carried or lost. :ref:`Robert et al. 2020 <ronr>`, ¶48:4
.. [#fn8] :ref:`Lang 2015 <horsley>`, ¶18.7; *John J Starr (Real Estate) Pty Ltd v Robert R Andrew (Australasia) Pty Ltd* (1991) 6 ACSR 63, 89–90
.. [#fn9] :ref:`Lang 2015 <horsley>`, ¶18.7. Some authorities suggest that this right is only available to those who abstain.
.. [#fn10] :ref:`Lang 2015 <horsley>`, ¶18.7
.. [#fn33] :ref:`Renton 2005 <renton>`, ¶2.19
.. [#fn12] :ref:`Renton 2005 <renton>`, ¶2.20; :ref:`Lang 2015 <horsley>`, ¶18.14
.. [#fn13] In North America, *Robert's Rules* takes the opposite view, where a motion is neither necessary nor desirable, and the minutes are automatically confirmed once no more corrections are forthcoming. This is on the basis that the only allowable way to object to the minutes is to offer a correction. :ref:`Robert et al. 2020 <ronr>`, ¶41:11
.. [#fn11] :ref:`Renton 2005 <renton>`, ¶2.14; :ref:`Lang 2015 <horsley>`, ¶18.12
.. [#fn15] :ref:`Renton 2005 <renton>`, ¶2.21; :ref:`Lang 2015 <horsley>`, ¶18.15; *Re Cawley & Co* (1889) 42 Ch D 209; :ref:`Puregger 1998 <puregger>`, pp. 27–28
.. [#fn16] This differs to the practice in North America under *Robert's Rules*, where confirmed minutes may be later amended in the same way as any ordinary resolution. :ref:`Robert et al. 2020 <ronr>`, ¶48:15
.. [#fn17] :ref:`Renton 2005 <renton>`, ¶2.21; :ref:`Lang 2015 <horsley>`, ¶18.15
.. [#fn32] :ref:`Renton 2005 <renton>`, ¶2.24
.. [#fn34] :ref:`Renton 2005 <renton>`, ¶6.22
.. [#fn18] :ref:`Renton 2005 <renton>`, ¶2.25; :ref:`Puregger 1998 <puregger>`, p. 33
.. [#fn19] :ref:`Puregger 1998 <puregger>`, p. 33
.. [#fn22] :ref:`Renton 2005 <renton>`, ¶¶2.28, 2.30, 2.35
.. [#fn23] :ref:`Puregger 1998 <puregger>`, p. 35
.. [#fn20] :ref:`Robert et al. 2020 <ronr>`, ¶51:15
.. [#fn21] In the Australian Senate, a motion to ‘take note’ of a document is the vehicle for allowing debate without effecting a substantive decision. :ref:`Evans 2016 <odgers>`, p. 579
.. [#fn24] :ref:`Renton 2005 <renton>`, ¶2.41
.. [#fn25] :ref:`Renton 2005 <renton>`, ¶4.32
.. [#fn26] |CorpAct|_, s. 249L(1)(c)
.. [#fn27] :ref:`Lang 2015 <horsley>`, ¶¶10.20–21; *Re Willaire Systems plc* [1987] BCLC 67; *Totally and Permanently Incapacitated Veterans' Association of New South Wales Ltd v Gadd* (1998) 146 FLR 161; *NRMA Ltd v Scandrett* (2002) 171 FLR 232
.. [#fn31] :ref:`Renton 2005 <renton>`, ¶¶2.43–44; :ref:`Lang 2015 <horsley>`, ¶4.18
.. [#fn30] :ref:`Renton 2005 <renton>`, ¶2.45
.. [#fn28] :ref:`Renton 2005 <renton>`, ¶2.46
.. [#fn29] :ref:`Renton 2005 <renton>`, ¶2.47

.. |CorpAct| replace:: *Corporations Act 2001* (Cth)
.. _CorpAct: https://www.legislation.gov.au/Details/C2021C00025/Html/Volume_1#_Toc62021976