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ReStructuredText
200 lines
13 KiB
ReStructuredText
Meetings, generally
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===================
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What is a meeting?
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------------------
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The *Macquarie Dictionary* defines a *meeting* as ‘an assembling … of persons’.\ [#fn1]_ Of course, we are all familiar with many meetings in this loose sense – we may meet over dinner, friends may meet to catch up, a team may meet for a briefing from a manager.
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.. index:: meeting, deliberative assembly
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In the sense of meeting procedure and as used in this book, however, *meeting* has a more specific meaning – in North America, *Robert's Rules* introduces the term *deliberative assembly*.\ [#fn2]_ By *meeting* (in the sense of a deliberative assembly), we mean when a body of people meet to deliberate and make decisions in the name of the entire body.
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The importance of the words ‘in the name of the entire body’ cannot be overstated. When a meeting of a particular body votes to endorse a decision, the authority for that decision does not come from the members who voted in favour, nor does it come from the members who attended the meeting – it comes from the body as a whole.
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For example, in the case of a body which its not its own legal entity, such as the committee of an unincorporated association, all members of the committee will be liable for decisions of meetings of the committee – even if they were absent from the meeting.\ [#fn3]_
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With this power comes proportionately great responsibility – the necessity of ensuring the proceedings of a meeting are fair to the participants – and this is where meeting procedure steps in. Meeting procedure ensures that participants at the meeting are treated fairly. The right of members to speak and make their voices heard is preserved, while decisions are made democratically according to the principle of majority rule – ‘the minority have their say; the majority their way’.
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Defining some terms
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^^^^^^^^^^^^^^^^^^^
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For the purposes of this book, we will define a few terms relating to meetings. The terms and definitions we choose carry no particular weight outside of this book, but will be useful in aiding the discussion.
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When we say *meeting*, we mean each instance where people meet in the way described in the previous section.
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.. index:: body, member
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When we say *body*, we mean the group of people who are eligible to attend the meeting as participants. When we say *member*, we mean one such participant.
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.. index:: member; non-voting
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In this book, we assume that all members are voting members – that is, all members have the right to speak, move and second motions, vote, and so on. However, a body's rules might instead create multiple classes of members with different rights at meetings (e.g. non-voting members). In such a case, those rules should be consulted to determine how that will interact with meeting procedure.
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.. index:: organisation
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When we say *organisation*, we mean the organisation or entity that the body is part of (if there is such an organisation). For example, in relation to the meeting of the management committee of an association, the committee is the body, and the association is the organisation. In relation to a general meeting of the members of an association, the association is both the body and the organisation.
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Types of organisations and bodies
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^^^^^^^^^^^^^^^^^^^^^^^^^^^^^^^^^
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The most basic type of organisation which may hold meetings is the *unincorporated association*. Most clubs are unincorporated associations.
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An unincorporated association is, roughly speaking, merely a dressed-up way of referring to a group of people acting together.\ [#fn8]_ If Adam, Barbara and Charlie are the 3 members of the XYZ Club (an unincorporated association), then saying ‘The XYZ Club’ did something is simply the same as saying ‘Adam, Barbara and Charlie’ did something.
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An unincorporated association has no separate legal identity of its own. It cannot – in its own name – sue, be sued, own property, enter into contracts, or so on; rather, it does so in the joint name of its members.\ [#fn8]_
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Organisations which do have their own legal identity are *corporations* (or *bodies corporate*\ [#fn9]_), of which there are many types. Before the genesis of modern corporations law, corporations in Britain were created by royal charter or Acts of Parliament (like the infamous British East India Company), and some of these continue to exist, particularly in the government and not-for-profit sectors.\ [#fn10]_
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However, most corporations are now created under various, more accessible pieces of legislation. These types of corporations include companies, incorporated associations and co-operatives.
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Where do procedural requirements for meetings come from?
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--------------------------------------------------------
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Historical context
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^^^^^^^^^^^^^^^^^^
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The practices of meetings are based on extensive precedent, developed and refined over centuries of experience. In most English-speaking countries, these practices evolved from the procedures of the UK's House of Commons, and were exported to its then-colonies, including Australia.\ [#fn5]_ In Australia, home-grown innovations by the Australian Parliament have also been influential on local meeting procedure.
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Now, meeting procedure forms a body of knowledge recognisably similar to the practice of the legislature, but with its own history and adaptations to fit its unique context.
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.. _contemporary-requirements:
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Contemporary requirements
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^^^^^^^^^^^^^^^^^^^^^^^^^
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.. index:: common law
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At its heart, meeting procedure is principally governed by *common law* rules, expressed by judges in courts when disputes have arisen in the past, and *convention*, applied by Chairs during the running of meetings.
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.. _authorities:
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Many matters of convention are compiled into texts known as *authorities* on meeting procedure. This includes the previously mentioned *Robert's Rules* (commonly used in North America), Renton's *Guide for Meetings* and Citrine's *ABC of Chairmanship*, as well as a number of other authorities listed below – whose company, the author hopes, this book may join.
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The common law of meetings, and the Chair's judgement in applying convention, is subject to any rules adopted by the meeting or which the meeting is subject to. In :mref:`‘Holding meetings’ <meeting-requirements>`, we will see that a meeting must be convened with adequate authority; it follows that whichever instrument grants that authority may condition the authority on certain rules. These rules may include:
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* the organisation's *constitution* (sometimes known by other names, such as the *memorandum and articles of association*\ [#fn6]_ or *rules of association*\ [#fn7]_)
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* *regulations*, *policies*, *by-laws* or other instruments made under the constitution
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* *standing orders* adopted by the organisation
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* previous *resolutions* concerning the conduct of meetings
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Furthermore, recent (comparatively in the history of meeting procedure) developments in the law have meant that increasingly more bodies and meetings are subject to specific legislation. While the meetings of unincorporated associations continue to operate largely without interaction with statute, various other types of organisations formed under statute will be subject to those statutes. For example, in Australia:
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* companies will be subject to the |CorpAct|_
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* incorporated associations will be subject to state-based association incorporation legislation (e.g. the |VicAssoc|_)
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* co-operatives will be subject to state-based co-operatives legislation (e.g. the |CNL|_)
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.. |CorpAct| replace:: *Corporations Act 2001* (Cth)
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.. _CorpAct: https://www.legislation.gov.au/Series/C2004A00818
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.. |VicAssoc| replace:: *Associations Incorporation Reform Act 2012* (Vic)
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.. _VicAssoc: https://www.legislation.vic.gov.au/in-force/acts/associations-incorporation-reform-act-2012/017
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.. |CNL| replace:: *Co-operatives National Law*
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.. _CNL: https://www.legislation.nsw.gov.au/view/html/inforce/current/act-2012-029#sch
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.. index:: rules
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In this book, when we refer to *rules*, we refer generally to common law and convention, and to any of the preceding matters which may override them.
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Authorities on meeting procedure
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^^^^^^^^^^^^^^^^^^^^^^^^^^^^^^^^
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The following :ref:`authorities on meeting procedure <authorities>` are cited within this book:
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.. rubric:: Authorities on Australian/NZ/UK meeting procedure
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.. _citrine:
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* Citrine W. *The ABC of chairmanship*. 4th ed. Citrine N, Cannell M, editors. London: Fabian Society; 1982 [reprinted 2016].
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.. _francis:
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* Francis RD, Armstrong AF. *The meetings handbook: formal rules and informal processes*. London: Anthem; 2012.
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.. _horsley:
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* Lang AD. *Horsley's meetings: procedure, law and practice*. 7th ed. Sydney: LexisNexis; 2015.
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.. _joske:
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* Magner ES. *Joske's law and procedure at meetings in Australia*. 11th ed. Sydney: Thomson Reuters; 2012.
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* Magner ES. *Joske's law and procedure at meetings in Australia*. 8th ed. Sydney: Law Book Company; 1994.
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.. _pitchforth:
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* Pitchforth R. *Meetings: practice and procedure in New Zealand*. 4th ed. Auckland: CCH New Zealand; 2010.
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.. _puregger:
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* Puregger M. *The Australian guide to chairing meetings*. Brisbane: University of Queensland Press; 1998 [reprinted 2005].
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.. _renton:
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* Renton NE. *Guide for meetings and organisations*. 8th ed. Vol. 2, ‘Guide for meetings’. Sydney: Thomson; 2005.\ [#fn4]_
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.. rubric:: Authorities on North American meeting procedure
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.. comment * Kerr MK, King HW. *Procedures for meetings and organizations*. Ontario: Carswell Legal; 1984.
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.. _ronr:
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* Robert HM III, Honemann DH, Balch TJ, Seabold DE, Gerber S. *Robert's rules of order newly revised*. 12th ed. New York: PublicAffairs; 2020.
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.. _tsc:
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* Sturgis A. *The standard code of parliamentary procedure*. 4th ed. New York: McGraw-Hill; 2001.
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.. _wainberg:
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* Wainberg JM, Wainberg MI. *Wainberg's society meetings including rules of order*. 2nd ed. Toronto: CCH Canadian; 2001.
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.. rubric:: Older authorities, primarily for historical context
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.. _curry:
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* Curry TPE, Sykes JR, Heslop PL. The conduct of meetings. 21st ed. Bristol: Jordan & Sons; 1975.
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.. _palgrave:
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* Palgrave RFD. *The chairman's handbook*. 12th edition revised. London: Sampson Low, Marston & Company; 1896. https://archive.org/details/cu31924031476066.
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.. _rigg:
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* Rigg J. *How to conduct a meeting: standing orders and rules of debate*. London: George Allen & Unwin; 1920 [reprinted 1922]. https://archive.org/details/in.ernet.dli.2015.74714.
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.. rubric:: Authorities on parliamentary meeting procedure
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.. _horp:
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* Elder DR, Fowler PE, editors. *House of Representatives practice*. 7th ed. Canberra: Department of the House of Representatives; 2018. https://www.aph.gov.au/About_Parliament/House_of_Representatives/Powers_practice_and_procedure/Practice7.
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.. _odgers:
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* Evans H. *Odgers' Australian Senate practice*. 14th ed. Rosemary L, editor. Canberra: Department of the Senate; 2016. https://www.aph.gov.au/About_Parliament/Senate/Powers_practice_n_procedures/Odgers_Australian_Senate_Practice.
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.. _may:
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* Natzler D, Hutton M, editors. *Erskine May's treatise on the law, privileges, proceedings and usage of Parliament*. 25th ed. London: LexisNexis; 2019. https://erskinemay.parliament.uk.
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.. rubric:: Footnotes
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.. [#fn1] *Macquarie dictionary*. Sydney: Macmillan; c2021 [cited 2021 Jan 30]. https://macquariedictionary.com.au.
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.. [#fn2] :ref:`Robert et al. 2020 <ronr>`, ¶1:1.
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.. _sievers:
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.. [#fn3] Sievers AS. *Associations and clubs law in Australia and New Zealand*. 3rd ed. Sydney: Federation; 2010. pp. 37–38; *Ward v Eltherington* [1982] Qd R 561.
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.. [#fn8] :ref:`Sievers 2010 <sievers>`, pp. 6, 44; Stewart N, Campbell N, Baughen S. *The law of unincorporated associations*. Oxford: Oxford University Press; 2011. ¶¶1.09, 9.05.
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.. [#fn9] Confusingly and unfortunately, the term *body corporate* is also used in housing to refer specifically to owners corporations.
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.. [#fn10] :ref:`Sievers 2010 <sievers>`, p. 93.
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.. [#fn5] Meeting procedure in the USA, which gained independence from the UK much earlier than other colonies, branched off. Its legislative branch became Congress, and the procedures of ordinary meetings, modelled on the UK Parliament, became known as *‘parliamentary’ procedure*: :ref:`Robert et al. 2020 <ronr>`, ‘Introduction’.
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.. [#fn6] See e.g. the former |CompAct|_.
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.. [#fn7] See e.g. the |VicAssoc|_.
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.. [#fn4] If you are looking for a single reference text, the author recommends Renton's *Guide for Meetings* as the most balanced and comprehensive of these.
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.. |CompAct| replace:: *Companies Act 1981* (Cth)
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.. _CompAct: https://www.legislation.gov.au/Details/C2004A02466
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.. .. [#fn3] *Ward v Eltherington* [1982] Qd R 561. The court held that ‘all persons who were, at the relevant time, members of the committee were bound’ by a contract approved at a committee meeting: at 562; despite it being ‘not perfectly clear who was present’ during the meeting: at 565.
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