Good Governance Guides

Good Governance Guide: No 3.1

Category: Meetings
Subject: Agenda – (not-for-profit)
Source: Chartered Secretaries Canada

Development of the Agenda
Lead time is an important aspect of preparing for Board meetings. Typically Notice is provided either 30 or 45 days in advance of the meeting. This Notice should also solicit the submission of Director sponsored agenda items by 21 days prior to meeting date. This permits review of the item to ascertain where it should fit in the Agenda and whether there is a need for further background work by management or Association staff.

Format of the Agenda
The format for the type of Agenda which might be utilized in the not-for-profit environment might resemble the following:

A. Discussion Items (Often involving decisions and Resolutions)

• Strategic Issues (e.g. Strategic Plan);
• Operational Issues (e.g. Plan for new technology infrastructure; risk management matters);
• Organizational Issues (e.g. Appointments of Officer and Directors);
• Financial Issues (e.g. Long-term outsourcing arrangements).

B. Consent Items (Require approval by way of Resolution)

• Minutes of the previous Meeting or of Special Meetings;
• Signing Authority or Amended Signing Authority;
• Lease Agreements or renewal of same;
• Quarterly Financial Statements;
• New By-laws or proposed amendments.

C. Information Items (Neither require Discussion or Approval)

D. Other Items (General catch-all for matters arising since distribution of material for the meeting whivh merit the Board’s attention.)

Material Matters
What constitutes matters of a “material” nature? Examples include:

• Approvals of significant sums of money;
• Awarding of Contracts above some threshold level;
• Powers delegated by the Board to the Executive Committee and to Management;
• Approval of Annual Budgets;
• Approval of benchmarks, targets and key performance indicators;
• Risk Management and Business Continuity Plans;

Special Meetings
Special Board meetings are often needed between meetings to deal with sensitive issues where time is of the essence. Items may include: appointments to the Board due to vacancies; appointment of Officers due to resignations or dismissal; merger or take-over bids; new Federal or Provincial legislation being proposed; the divestiture of assets; etc.