Meetings, generally¶
What is a meeting?¶
1The Macquarie Dictionary defines a meeting as ‘an assembling … of persons’.[1] 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.
2In 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.[2] 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.
3The 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.
4For 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.[3]
5With 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’.
Defining some terms¶
6For 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.
7When we say meeting, we mean each instance where people meet in the way described in the previous section.
8When 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.
9In 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.
10When 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.
Types of organisations and bodies¶
11The most basic type of organisation which may hold meetings is the unincorporated association. Most clubs are unincorporated associations.
12An unincorporated association is, roughly speaking, merely a dressed-up way of referring to a group of people acting together.[4] 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.
13An 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.[4]
14Organisations which do have their own legal identity are corporations (or bodies corporate[5]), 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.[6]
15However, most corporations are now created under various, more accessible pieces of legislation. These types of corporations include companies, incorporated associations and co-operatives.
Where do procedural requirements for meetings come from?¶
Historical context¶
16The 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.[7] In Australia, home-grown innovations by the Australian Parliament have also been influential on local meeting procedure.
17Now, 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.
Contemporary requirements¶
18At 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.
20The 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 ‘Holding meetings’, 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:
the organisation's constitution (sometimes known by other names, such as the memorandum and articles of association[8] or rules of association[9])
regulations, policies, by-laws or other instruments made under the constitution
standing orders adopted by the organisation
previous resolutions concerning the conduct of meetings
21Furthermore, 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:
companies will be subject to the Corporations Act 2001 (Cth)
incorporated associations will be subject to state-based association incorporation legislation (e.g. the Associations Incorporation Reform Act 2012 (Vic))
co-operatives will be subject to state-based co-operatives legislation (e.g. the Co-operatives National Law)
22In 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.
