AGM and Special Meeting Guidelines

According to Graham Paddock an expert in Sectional Title Law in South Africa, certain basic “rules of debate” have been tried and tested in all types of meetings over many years.  They form a sound basis for the conduct of any meeting, especially AGM’s and Special Meetings. They are summarized as follows:

(a)    All statements should be addressed to the Chairman.  This is to ensure that any discussion does not turn into a personal debate between factions or individual owners.  The Chairman should always be addressed formally.

(b)    No person may start speaking until he has been recognized by the Chairman and “given the floor.”  Owners will normally raise their hands to indicate to the Chairman that they wish to speak.  The Chairman should indicate to the owner, silently if another owner is talking, that he or she has been noticed and will be given the opportunity to speak.

(c)    When an accepted “rule” of procedure or of debate is broken, the offending owner is said to be “out of order.” Normally the Chairman stops the proceedings, points out the problem and asks that the offending behaviour be stopped so the meeting can continue. Depending on the nature of the breach, the Chairman may require that a statement be withdrawn or rephrased.  If an owner refuses to be brought to order, or persists in his breach, the Chairman may order his expulsion from the meeting.  If the Chairman seems unaware of the breach, any owner can bring the matter to the Chairman’s attention.  Examples of a owner being out of order would be if he speaks without having been recognized by the Chairman, strays from the matter under discussion, is disrespectful to the Chairman or any other owner or if he speaks beyond his allocated time.  If no time limit is set, the Chairman may decide when a member has had sufficient time to address the meeting.

(d)    A point of order is an interruption of a meeting with request to the Chairman for a ruling on either a departure from the Rules, the accepted “rules” of debate or on a question of convenience. A point of order must be heard by the Chairman immediately and decided before the meeting continues.

(e)    Decisions of a meeting are initiated by motions proposed and decided by way of resolutions.  A motion is a proposal made for the debate and decision of the meeting. When Trustees meet to discuss management issues, a motion may flow from the discussion, be debated and decided upon immediately.  At Annual General Meetings, where policy is decided rather than day to day management issues, motions should be proposed in writing to the Trustees in time to be included in the notice of the meeting.  The full text of the motion can then be considered and discussed by owners before the AGM and they can express their considered opinions at the AGM.  A motion proposed at a General Meeting must be within the scope of the notice that convened the meeting. This is to ensure that unannounced matters are not discussed and decided in the absence of owners who would have made sure they attended if they knew that the matter would be discussed.

(f)      Normally, the owner proposing a motion must have the initial support of at least one other owner, a “seconder” who indicates to the meeting that he too believes the motion should be considered. If the motion is not seconded, it is deemed defeated and the meeting moves on to other business.  Once a motion has been seconded, the proposer is given an opportunity to explain his point of view.  The motion is then supported or opposed in debate by the various owners present and finally the proposer is allowed to reply to any specific points raised by other members before the motion is put to a vote.

(g)    A motion should be phrased in a positive manner and its full meaning should be absolutely clear.  A motion is unsatisfactory if it contains more than one proposal as this may result in member wishing to vote for one part of the motion but against the other.

(h)    Once proposed, a motion may be amended by a further motion to that effect.  The proposed amendment to the motion may alter, add to or subtract from the original motion in any way as long as it does not defeat the purpose of the original motion or change its subject.  A motion to amend a motion…must be debated, voted upon and carried or defeated by the meeting before the debate on the original or amended motion is continued. 

(i)       When the Chairman considers that owners have voiced their opinions on the motion or that the time available for the discussion of the motion is over, he must end the debate.  Then he must allow the proposer his reply, restate the motion in the form in which it will be voted upon and put the motion to the vote.

(j)       The motion is carried and becomes a resolution of the meeting if the requisite majority of votes for it.  A resolution adopted by owners at an Annual General Meeting is binding on the owners and must be included in the minutes.  If the motion is not voted for by the requisite majority, it is defeated and the meeting moves on to other business.”