Board room meeting

Meeting agenda and board papers

The agenda for a meeting may be a pro forma but it is not static. When issues come and go they should come on or off the agenda. If board members want to have a particular item included, contact should be made with the chairman and/or secretary to see if it can be, or if the topic will be dealt with elsewhere or in another way.

Likewise, board papers are important documents and they take time to prepare whether you are the secretary or a paid executive officer.

Subcommittee papers should be prepared by the chair of each subcommittee and distributed to board members directly or via the secretary/executive officer as the organisation decides.

It is important that a process be established as to the lines of communication and who is to send what to whom and by when before each board meeting.

Rules and regulations - avoid the overload

It is easy for clubs and sports associations to produce policies, rules and regulations for the good governance of the sport. This is fair enough and entirely understandable in this age of everyone having rights and no responsibilities, of short fuses and of litigation.

But beware of policy overload — consider what policies are necessary and what can be combined. A heat policy might be included in an overarching health and welfare policy covering healthy eating, smoke free and alcohol rather than having each a stand-alone policy.

All policies, including codes of conduct, need then to link back to the Member Protection Policy (MPP) that your club may have, but if it doesn’t then your state association will. The MPP sets out the processes for dealing with breaches of the various policies.

While policies and MPPs have been adapted and amended year on year over time, it is important that they relate to each other. For instance, codes of conduct usually list behaviours which are not acceptable for athletes, coaches, administrators and spectators, but sometimes there is no reference in the same document to the penalties and discipline provisions in the MPP for breaching whichever code applied.

The matter of coherent documentation needs to be addressed to ensure that if something goes wrong or someone does the wrong thing, then it is readily able to be dealt with by club or association members without lawyers having to be the first port of call. You can download your free templates here.  

The Constitution is your friend

Constitutions are a by-word for ‘too hard to deal with’, but they aren’t that scary really. It is true that to alter a constitution you need a vote of 75% of eligible voting members at an AGM, but for the most part a constitution does not require changing very often and if it does then usually it is in the best interests of members, even if that mightn’t appear to be the case to everyone.

These are some elements of constitutions that are of practical relevance:

  • Purposes or aims: you need to be able to set out what your organisation exists to be and to do.
  • Membership: who are the members — individuals, clubs, other clubs, or sorts of organisations, and what is the voting capacity of each.
  • Board composition: decisions need to be made about how many people are to be on the board by way of election and by way of independent appointment. It is increasingly common for boards to be elected by the members and for those directors, once elected, to then vote among themselves as to who the office bearers will be, including the president, vice-president, secretary and treasurer.
  • Board terms: many boards are now including term limits for directors. This might be 3 terms of 3 years each or 5 terms of 2 years each. The direction being taken is to have 3-year cycles with a maximum of 3 or 4 terms, meaning 9 or 12 years max. In a board of 9 this allows for 3 people to be rotated every year and maintains sufficient corporate knowledge to be retained even if there is a turnover of all positions.

Who gets elected and who gets appointed to the board?

At club level individuals are members and at state level the members are the clubs, and in some sports associations within the state, and they are the voters who decide who should be on their respective boards or committees.

Increasingly sports are seeking to do two things:

  • First, to avoid the conflict of interest where one person wears two hats (for example, a club hat and a state hat at state level or a state hat and a national hat at national level)
  • Second, to ensure that there is a range of skills, experiences, ethnic, gender and social backgrounds to best represent the diversity of the club or sport’s membership and best manage the business of the organisation.

Conflicts of interest - who has them and what are they?

Conflict of interest is one of those governance things and if not managed properly can bring an organisation undone. A simple example would be Sue, a business person on a board who provides sponsorship for the club.

This is an obvious and actual conflict in that any discussion about sponsorship would include Sue’s business. Sue should formally declare that conflict and have it recorded in the conflicts register.

When discussing sponsorship it is up to the other members of the board to decide whether Sue should receive any board papers about sponsorship and/or whether she should step out of the room when the topic is being discussed. It is important to remember that the decision about what she receives and whether she stays or go is the board’s entirely, and Sue has no say in it.

Another situation would be Jack not declaring that he was a member of the SSA discipline tribunal for the club’s sport when he knows full well that he might be sitting on cases involving club members.

In each case declaring interests is essential: a board member cannot over-declare and it is up to the other board members to make the decision as to whether a not a conflict exists and how to deal with it.

What is a conflicts register? It is a sheet of paper which lists each board member’s name and the “interests” each has in a business or other sporting organisation, for example, which might affect discussion about decisions to be made. It is part of the board papers for each meeting and an agenda item called Declaration of Interests ought be inserted after the welcome/present/apologies item.

Board members (aka table manners)

A board meeting is not a dinner party. It is important that only one person speaks at a time, listens to what their fellow board members are saying, and responds appropriately, which means no ridicule, derision or abuse. The chairman is responsible for the management of the meeting and therefore the manner in which people speak to each other.

Side conversations between board members during a discussion on any matter are not on. It doesn’t matter whether it is done in a whisper to the person next to you or more loudly involving three people. It is disrespectful, it is distracting and it is not appropriate in any circumstance.