Membership, Agenda & Minutes

Of Committee & Board

How to make the Committee meaningful and Effective

Dr. Elie Henry

January 2018
Efficiency of Committees
IMPORTANCE OF MEMBERSHIP
Why the members have to participate actively to
the meetings.

Purpose of the Agenda

A well and thoughtful prepared agenda will help
committee members and leadership to keep
focus.

Relevance of the Minutes

A good record of the actions taken at the
relevance committee meeting will facilitate the
communication and follow up..
 Same principles for all Committees

Same principles apply for different committees

Executive Committee
Ad hoc Committee
Board
Board Membership
 Members
• Are key to the efficacy of the Committee
• Are elected or appointed according to the Constitution and
Bylaws of the organization
• Have fiduciary duties and leadership has to ensure that
members know its duties
 Effective Members
• Are informed of the meetings
• Receive full disclosure of the issues at stack
• Get clear presentation of the items and issues
• Participate regularly to the committee meetings
• Satisfy the fiduciary responsibilities
 Fiduciary duties
Members elected or appointed to service as organization’s
officers and directors owe fiduciary duties to the organization.
In addition to attending to the affairs of the organization as
they would their own businesses, elected or appointed leaders
are required to make a genuine and diligent effort to carry out
their designated responsibilities with the intention of advancing
the organization’s interests.
FIDUCIARY DUTIES

DUTY OF CARE
The duty of care involves
discharging one’s responsibilities
in a reasonably attentive and
diligent fashion.
FIDUCIARY DUTIES

DUTY OF LOYALTY
The duty of loyalty requires always
acting in the best interests of the
organization, rather than in the
interests of oneself or another
person or entity.
It also includes avoiding and
declaring conflicts of interest .
FIDUCIARY DUTIES

DUTY OF OBEDIENCE
The duty of obedience requires
leaders to abide by the bylaws,
policies, and other governing
documents of the association, and
to support decisions of the
organization’s committee.
Values and qualities of Members

The Five I’s:

Independence
Integrity
Informed
Involved
Initiative
Values and qualities of Members

A board cannot be effective unless its members possess

and exercise good judgement, are financially literate, and
are able and willing to assume responsibility.
Effective board and committee
meetings

Require:
• thoughtful planning by management
• and informed participation by directors

to produce
• a focused agenda,
• succinct and relevant board materials for premeeting
director review,
• and management’s prioritization of the matters to be
presented and discussed at the meetings.
Preparation of the Agenda
 Purpose

The purpose of a meeting agenda is to

improve the effectiveness of board
meetings.

It is the tool the chair uses to keep

boardroom discussions focused..
 The meeting agenda

“ An agenda helps the chair ensure

that all issues are dealt with in an
appropriate order and depth during
the meeting.”
“ Good design allows
sufficient time for directors to
focus on future-oriented,
strategic decisions when
energy and concentration is
high.”
Setting the Meeting Agenda

o The meeting agenda is a roadmap for the

meeting

o The meeting agenda informs committee

members about what is planned so they can
be prepared to discuss the issues at hand.
 Agenda Preparation

The Secretary is the owner of the Agenda, meaning he is

responsible for:
All items for the agenda are routed through his office
Gathering the information
Prepares and distributes the agenda
Agenda Preparation

The officers always review

the proposed agenda and
agree which items to list.
As a rule, items should not
be listed unless the three
officers have come to a
consensus or have a
solution for the proposed
agenda item.
 Support Material for Agenda
Items
• Individuals who have recommendations on
the agenda must prepare the support
material.
• Only the item title is listed on the agenda, but
the details are given on a separate sheet.
Agenda Preparation
Deadline
The deadline for agenda items shall
be decided by the three officers and
notification of deadline be given by
the Executive Secretary.
Setting up an agenda deadline is
done only if the officers are serious
about enforcing it.
Agenda items should be submitted to
the secretary by the specified
deadline, which should be strictly
enforced.
Agenda Preparation

Never accept “last minute” agenda items.

It takes time to appropriately review an item

to make sure all possible outcomes have
been considered.

Sometimes when items are voted without

proper vetting, the decisions have to be
reconsidered in the future.
Agenda Content
• All agendas must follow an established order and should
include the following:
• Meeting name

• Meeting date and time

• Meeting location (if outside normal location)

• Title of each agenda item

• Back-up material is listed on separate sheet(s).

 Consent Agenda
The Consent Agenda is used to quickly deal with
routine items. Items are voted in block and without
discussion. Items that require discussion should be
placed on the regular agenda.
Recording Secretary
Meetings Minute
Relevance of Meeting Minutes

Essential Information
They capture the essential
information of a meeting including
decisions and assigned actions.
Relevance of Meeting Minutes

Record of decisions
Minutes should record what was
DONE at the meeting and NOT
what was SAID.

Minutes can serve to notify (or

remind) individuals of tasks
assigned to them and/or timelines
Relevance of Meeting Minutes

Historical Record
Meeting Minutes provide a
historical record of decisions for
individuals who were not present.
Relevance of Meeting Minutes

Concision
Minutes should be as concise as
possible.
Relevance of Meeting Minutes

Legal Record

It is crucial that they are accurate

since they are the legal record of
the proceedings and actions of the
organization
What’s involved with meeting
minutes?
There are essentially five steps involved with meeting minutes:
1. Pre-Planning

2. Record taking - at the meeting

3. Minutes writing or transcribing

4. Distributing or sharing of meeting minutes

5. Filing or storage of minutes for future reference

 Meeting Minutes

The meeting minutes are prepared as soon as possible.

 Meeting Minutes

Make sure all essential elements are noted such as:

• Name of committee.

• Date and time.

• Name of chairperson, secretary, and recording secretary.

• A list of those present at the meeting.

• Actions voted.
 Meeting Minutes

• Follow a logical system using consistent titles or a

numbering system.
• The titles or numbers help to find an action needed.

• Titles should include the maximum information to help locate

the action in the future.

• Index of actions taken at major committees should be

created and available for reference, and a copy should be
kept with the official minutes.
 Meeting Minutes Review

For formal and corporate meetings, include approval of

previous minutes, and all resolutions.
Review the minutes for accuracy in a timely manner
following the meeting so that the minutes can be distributed
as soon as possible.
Make sure they do have the approval of the chairperson
before distributing them to committee members;
Index of the Meeting Minutes

The index should be in an organized and standard format

using consistent terminology. It should have at least two
entries for each action (Cross reference).
 Minutes Distribution

Minutes should be prepared and distributed as soon as

possible after the committee meeting;

Minutes of Midyear/Yearend Meetings of the Executive

Committee should be distributed as soon as possible after the
meetings are adjourned for use by subsidiary organizations.
 Minutes Distribution

• Minutes may be distributed by electronic or paper copies

• Let save paper as possible and take advantage of technology

• Copies of Executive Committee minutes are distributed as

follows:
• A complete set of minutes to the Archives

• Electronic copies to members and others as authorized.

 Implementation of Actions

If not determined ahead of time, the normal

procedure would be for the three officers to meet
briefly after the meeting to assign responsibility for
implementation of actions.
If it is not the Secretary responsibility, he notifies who
is responsible for implementing it. Then his
responsibility ceases.
The End