What is an Annual General Meeting?
An Annual General Meeting, commonly referred to as an AGM, is a formal meeting held once a year. It is a legal requirement for incorporated organizations. North York Women’s Resource Centre (NYWC’s legal name) is incorporated in the Province of Ontario and therefore must hold an AGM.
That isn’t the only reason we do it though: AGMs provide an opportunity for us to publicly share important information such as activities of the past year and financial statements. The AGM is also where members make important decisions and elect the Board of Directors (the “Board”).
Who is the Board?
The Board is a group of individuals from the community that take a leadership role in governing the organization and ensure it meets it responsibilities to members. Board members are called “directors.” There are seven directors on NYWC’s Board. They serve a maximum of two 3-year terms. NYWC has staggered board terms which means that every year two to three directors leave the Board and new ones are elected or re-elected. The Board is elected by the organization’s members at the AGM.
Who Gets to Vote at an AGM?
NYWC is accountable to its members. That means that members may vote on decisions at the AGM. A member is anyone who makes a commitment to our Mission and Guiding Principles by signing a membership application form. The Board of Directors must approve members before they can vote. (Learn more about membership at NYWC.)
The AGM is usually run by the Chairperson of the Board. The “Chair” is responsible for making sure that the AGM is conducted according to the rules and that matters are dealt with in an orderly and efficient manner. The Chair does not usually vote unless there is a tie.
What Does It Mean When Someone Moves or Seconds a Motion?
AGM’s are a legal and business activity, so they can be quite formal. Many organizations follow a set of established rules to help organize discussion and group decision-making. The most commonly used is Robert’s Rules of Order. Agreeing on a set of rules makes meetings run more effectively.
In Robert’s Rules of Order, decisions are made through motions. A “motion” is a formal way for a member to introduce a piece of business or propose a decision or action. To propose an action, a member has to “move” it by saying “I move that we ….” There has to be at least one other member who wants the action to be considered at the meeting. That person will “second” the motion. This means that at least two people have to want the group to consider the action before it can go ahead. The name of the member moving or seconding a motion is recorded.
Once a proposal is moved, people attending the meeting discuss the motion and members vote on it. NYWC’s bylaws require that a majority – or more than half – of members agree with the proposed action or decision. When this happens, the motion is “carried.”
What Actions or Decisions Are Made at an AGM?
There are some actions and decisions that members must make every year. Other times, the Board proposes an action and asks the membership to endorse it. Notice of all actions to be endorsed at an AGM are sent to members in advance so that they have time to consider them beforehand.
What Are Minutes?
Minutes are a formal record or notes of what happened at an AGM. Minutes are recorded and must be approved by members at the next AGM. Only members who were at the meeting can move or second that members formally “adopt” – which means accept – the minutes.
Presentation of The Annual Report
The annual report is presented, usually by either the Board Chair or the most senior staff member of the organization. It is an overview of the main achievements of the year. (Read recent NYWC Annual Reports.)
Presentation of Accounts & Appointment of Auditors
Financial statements for the year are presented by the Treasurer who gives an overview of the organization’s financial position and responds to questions. The Treasurer also recommends an auditor for the upcoming year and moves a motion for members to adopt the recommendation. (View recent NYWC financial statements.)
Election of Directors
Each year, directors form a Nominating Committee to recruit and nominate new directors. The Nominating Committee shares its process with members and presents a slate that has been approved by the Board. A “slate” is a system whereby directors are elected as a group, not individually.
Sometimes, the Board will propose and ask members to vote on a special action or decision, such as changing the organization’s bylaws. Notice of the proposed action is sent to members in advance of the meeting so that they have time to review and consider it.
AGMs can be intimidating if you have never been to one. We encourage you to ask questions if you don’t understand what is happening or need more information. Voting is an important responsibility that members have. We want you to be as informed as possible when making a decision.
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