How can we handle members' motions on operational matters at an AGM?
July 24, 2019 12:26 AM   Subscribe

My (Australian) school was recently restructured as a not-for-profit company, with a board and members. The board is elected from among the members, who are the parents of the students. What techniques exist for gracefully balancing the board's duty of accountability with their legitimate concern that members will impose unworkable resolutions at an upcoming AGM?

My understanding is that the board must allow members to propose resolutions, but the board is scared that people will move motions that interfere with day-to-day running of the school, or which expose the school to legal action. E.g., the board probably couldn't execute a resolution like "That Ms Soandso be fired" without breaching her contract and her rights under employment law.
posted by ICanHazQuestion to Education (7 answers total) 1 user marked this as a favorite
Not a legal expert but have been involved in a few NFPs, including as a board member, plus involved in school P&Cs. Off the top of my head, this shouldn't even be a problem as the board will be forbidden from taking any illegal action.
I think this should be spelled out in the organisation's Rules, which should set requirements around member proposals and all kibnds of other things (eg when the AGM has to be called, how it is communicated to members, how members table a proposal, what method of voting takes place, etc). Somewhere it should explain that proposals that would be illegal to executive can't be considered. If you don't have these and need model documents, there was a website I think called which had a lot of resources and guidance.
You also need to go to your regulator (I think Fair Trading NSW in that state) and just check the requirements. Eventually you will probably end up reading the relevant parts of the Corporations Act.
You will find the board actually has an awful lot of power and the bigger challenge is usually keeping it open and inclusive. Directors have a tonne of obligations and depending on the state and type of org, you may all have personal liability (this does apply at least to some not-for-profits in some states). So, look into director and officer insurance.
posted by 8k at 1:19 AM on July 24, 2019 [1 favorite]

How much training has your new board had? I have sat on two boards of governors, one a non profit and the other an educational institution. On each board, new members received orientation and governance training, which I found very helpful in my new role. I would imagine such a thing is also available where you are—can you look into providing this for your board (ideally before the AGM)?

If you can’t get a trainer to come in and do a workshop, perhaps you could get all board members to read this (Australia centred) guide for non profit boards and set aside half a day for discussing it together so people can at least have a rudimentary understanding of their roles and responsibilities.

Your board chair will be running the AGM and will need a clear grasp of their role, the responsibilities of the board, and how to run an effective meeting. They will be responsible for shutting down suggestions for illegal or unworkable proposals. I would suggest extra training specific to your board chair if possible.
posted by hurdy gurdy girl at 4:49 AM on July 24, 2019 [2 favorites]

Members can move a resolution, but it won't pass unless it gets the votes.

hurdy gurdy girl's link to the ACNC is great - they also have specific resources on 'Holding your AGM' (fact sheet) and 'Holding an effective AGM' (webinar and transcript). The webinar/transcript in particular may be helpful for you. One of the speakers talks about "a group of people that are planning to go to the AGM and ask some tough questions or rile some people up with some comments or discussion that you know about that you prefer to prevent to even attending the AGM... it’s not really the behaviour of a well-run, transparent organisation to try and prevent people from coming to, members in particular, from coming to the AGM and raising questions that they think should be answered." It goes on, and also discusses how to prepare for discussion of contentious decisions that might have been made in the last 12 months.
posted by trotzdem_kunst at 6:07 AM on July 24, 2019 [2 favorites]

Questions are a different matter than motions.

I'm involved in a US nonprofit. Any resolutions put up for a vote have to be sent to the membership in advance so people will have adequate notice if an issue that they care about is going to be discussed. This kind of thing is covered in our By-laws. If you don't have formal policies and by-laws you need to get them. If you do, you have someone acts as Parlimentarian who is familiar with the rules. The board chair can then turn to the parlementarian for a ruling to make sure that the meeting follows the by-laws of the organization.
posted by metahawk at 9:37 AM on July 24, 2019 [1 favorite]

If this will be your first AGM, it might also be a good idea to start the session with a presentation on the legal framework that binds your organization in your jurisdiction. Someone from the board could do it, but if you can bring in an external expert, that might increase credibility. You could also send around some written material in advance.

Both those measures would help set the tone. It will be much harder for someone to call for "firing Mr/Ms X" after they've heard all about the various employment laws etc. that you have to follow.

Also, as Metahawk points out, questions and motions are two different things. If you don't already have a rule that requires that any formal motions be presented in writing XX days/weeks in advance, with the provision that they are subject to legal vetting, now would be a good time to put that in place.
posted by rpfields at 4:57 PM on July 24, 2019

Hurdy Gurdy Girl: your link to the ACNC presentation on AGMs was helpful, thanks.

How much training has your new board had?

Not much. If any. I don't even know how much exposure they've had to standard meeting procedure.

The school's constitution is frankly a mess, and was made more of a mess when the introduction of the ACNC arguably negated every clause that says something like "... as required by the Corporations Act".

rpfields: If you don't already have a rule that requires that any formal motions be presented in writing XX days/weeks in advance, with the provision that they are subject to legal vetting, now would be a good time to put that in place.

We don't have a rule like that, unfortunately, and the board is focused on the upcoming AGM. I think I'm correct in saying that ultimately, if members insist on moving inappropriate motions they have to be put to a vote?
posted by ICanHazQuestion at 3:03 AM on July 25, 2019 [2 favorites]

Thanks for your update and answering my question about the board’s level of training—that raises a lot of warning signals. I’m sorry but I don’t think your board is ready for an AGM yet!

Here’s what I’m not understanding, and it may be that my Canadian context is very different from an Australian one. But the way it works here is that only board members, not members of an organization in general, can make motions. The chair may allow for input from the gallery (members of the public, or of the organization who are not on the board), but then it’s up to board members to decide if they would individually like to make a motion. People can’t make a motion from the gallery...a board member has to do it, and it has to be seconded by another board member, or the motion dies. And if there’s a motion and a seconder, there is discussion among the board members and the chair calls for a vote from the board members. So just because someone makes a motion (and that someone has to be a board member) it doesn’t mean it’s a done deal, far from it!

If parents ask for something illegal, no one from the board should be making a motion in support of it, let alone second it. It shouldn’t even get to the stage of a vote. Even if there’s something that should be put to referendum, where all members of an organization get to vote on it, that possibility for referendum needs to be an official motion from the board that is approved.

The board holds the power here. They (and especially the chair!) need training and a clear understanding of their roles and responsibilities and legal limitations, or the AGM will turn into a gong show.
posted by hurdy gurdy girl at 7:52 AM on July 25, 2019 [1 favorite]

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