23. Board meetings

Convening Board Meetings

Board Members make decisions collectively and exercise their powers at a duly convened and constituted Board Meeting.  Board Meetings should be held frequently enough to allow the Board to attend to its business and to work effectively as a team. 

The Principal should also attend all Board Meetings excluding only those where the performance of the Principal and the management team is to be discussed.  Unless the Charter dictates otherwise, a Board Meeting may be called by a Board Member giving reasonable notice individually to every other Member.  Separate notice is not required for each Meeting if the Board Members or the Charter prescribe regular fixed Meetings. 

A valid Board Meeting may be convened without giving notice in any of the following scenarios:

• Regular fixed Meetings are prescribed by the Charter or agreed to by Board Members
• All Board Members are present and agreed to meet to act in the capacity of the Board
• All Board Members have previously agreed to meet at a particular time and place

If a Meeting is deliberately convened for a time and place with the intention of making it impossible or difficult for a particular Board Member to attend, the notice may be considered unfair and unreasonable and the Meeting will be invalidated. 

Agenda & Meeting Papers

Board Members should have the opportunity to place items on the agenda and to thoroughly review and consider all upcoming agenda items before the Meeting.  This should be achieved by circulating a draft agenda before the agenda is finalised and inviting Board Members to include items on the agenda.

The agenda should always cover key areas of policy such as:

• Monitoring of operations
• Risk management
• Major issues

There should always be sufficient information placed before Board Members for them to be able to consider agenda items before the Meeting and to enable them to make informed decisions on resolutions to be put to the Board Meeting.

The agenda should also include the item 'Other Business' or provide ample opportunities for Board Members to raise issues at meetings.

The Running of Meetings

Each Board Meeting must be chaired by the Chair. 

The Chair should:

• Encourage contributions from all Board Members
• Ensure openness and encourage diversity of views and opinions
• Ensure that there is an opportunity for Board Members to ask questions on both scheduled items and non-agenda items
• Ensure that appropriate follow up lists are created with reports back to the Board on actions taken

The Minutes of the proceedings at each Meeting must be recorded and signed by the Chair.