This is our fifth Blog in this series where we are discussing good guidelines which can keep meetings efficient and effective. They are relevant whether you are part of a large organisational board, small community group or mid-sized school committee. Good guidelines can transform a meeting from ‘ground hog day’ agendas, to meetings where issues and outcomes are carefully weighed, everyone’s view is considered and real progress is made through a majority agreement on what is the most appropriate next action.

The most effective transformation though, occurs when all members of the group understand their responsibilities, as well as the processes involved in coming to a conclusion.

In our past Blogs (available here) we have discussed the agenda, creating motions and amendments and then debating them, and finally the process of coming to a resolution. Today, we will be discussing the responsibilities of the Chair.

Item 6 on the Agenda – the Chair

The Chair is a member of the meeting who is appointed, or in some cases elected to preside over and be the superintendent of a meeting. A Chair is there to, as A D Lang (2010) puts it “exercise control as needed and generally enable those present to fulfil the function and purpose of the meeting in an orderly, lawful fashion.” In most cases the Chair is appointed based upon the rules of a meeting therefore when appointing a Chair, or any position for that matter it is important to adhere to the specified rules of the body.

The Chair has many responsibilities which includes presiding over the meeting with impartiality and ensuring the proper convening and constitution of a meeting whilst maintaining order. After the meeting has ended it is also the responsibility of the Chair to read through the minutes of the meeting to ensure that they correctly record the proceedings of the meeting.

In our experience, having advised on many organisational boards, a good Chair is someone who can effectively engage all members of the board with discussion. An effective Chair will manage those people who dominate the meeting and draw in those who may be more reserved. A Chair must find a way of coordinating proceedings in a manner which involves everyone. This can be rather difficult, although if you are a Chair it is a good idea to keep the following five personalities in mind.

Team members may be;

1. A listener,

This type of person sits back and listens to all the opinions, although often they can be forgotten in the meeting and if not asked to speak, they may not do so at all. As a Chair it is important that you involve all members in the discussion at some point which may require you to ask the listener for their opinion.

2. A talker,

This person loves to give their opinion first, although often they can try and dominate the meeting. It is the Chairs responsibility to make sure that they do get their chance to speak, yet they also allow all other members to have a turn as well.

3. A wanderer,

The wanderer doesn’t just stand up and wander off, that may be a whole other issue, although they can be inclined to get off topic rather quickly. The Chair must be prepared to step in, and ensure that the conversation is staying on the matter at hand.

4. Inclined to boredom,

This member, can phase out rather easily and become bored by the discussion. Although they are responsible for themselves the Chair can make sure that the meetings processes are not dragging on unnecessarily and if he/she notices that members are getting a bit ‘glassy eyed’ they may use this as an opportunity to ask for their input.

5. An arguer.

This person is inclined to disagree with certain members of the team, they may be easily offended and therefore, if this isn’t handled well by a Chair, may become argumentative.

The Chair also needs to work collaboratively with the company’s executive, ensuring that the agenda contains all relevant discussion topics and that they have presented all required documentation. Along with this, from our experience we believe it is important that the Chair is providing clear and accurate resolutions to the executive that cannot be easily misinterpreted.

The Chair should also conduct an ongoing review as to how members of the board are contributing and whether they are doing the required preparation prior to the meeting. In some organisations formal practices have been developed to make the review of board members a formal and regular process. If there are not such policies then it is also the Chair’s responsibility to initiate conversation with non-performing board members regarding their performance.

There are many things that the Chair must consider in their position, if you require any legal advice or have any further questions on this matter then do not hesitate to contact us Tri-meridian. Keep an eye open for the coming items on the agenda in this Blog series, discussing other member roles and due diligence.

LANG. A. D. (2010) Horsleys Meetings: Procedure, Law and Practice. Reed international Books Australia Pty Limited trading as Lexis Nexus. Australia. Chatswood NSW

For further information, please contact the author.

This article is posted in Adelaide, South Australia by Tri-meridian Corporate & Commercial Law and is intended to be used as a guide only. It is not, and is not intended to be, advice on any specific matter. We do not accept responsibility for any acts or omissions resulting from reliance upon the content of this article. Before acting on the basis of any material in this article, we recommend that you consult your professional adviser.