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Focus Agendas

Focus Governance Meeting Agendas

Boards of Directors and Delegates at an AGM (Annual General Meeting) or General Meeting are Assemblies of the Ownership. Assemblies are not operational.

  • Assemblies delegate responsibilities and authority and,
  • Assemblies hold the delegated responsibility and authority accountable.

Assemblies can delegate responsibilities to assembly members although usually:

  • AGM Assemblies of the ownership delegate operational direction and accountability to the Board of Directors and hold the Board of Directors accountable.
  • Board of Directors Assemblies delegate operational and management responsibility to a CEO and hold the CEO accountable.

If an Assembly delegates responsibilities and authority to any or all of the Assembly members, as happens on a working Board, the Assembly is in a somewhat awkward and conflicted position of holding Assembly members accountable for the responsibilities and authorities delegated.

Focus Board of Directors Meeting Draft Agenda

Focus Board Meeting Agenda Template (docx download)

Focus Board of Directors Meeting DRAFT Agenda
(Corporation/Organization Name)
Board of Directors Meeting
Date, Time, Location

  1. CALL TO ORDER
    1. Confirmation of Quorum
    2. Confirmation of Recording of Minutes
    3. Call to Order
  2. APPOINTMENT AND DUTIES OF FACILITATORS?
    • Proposed Motion: “???? ?????? be appointed as meeting facilitator with the duties of ????”
  3. STATEMENTS OF PURPOSE
    1. PURPOSE OF ORGANIZATION: (Objects of Incorporation/Mission Statement)
    2. PURPOSE OF BOARD OF DIRECTORS: The Membership/Shareholders of (Corporation/Organization Name) have invested in the Board of Directors the responsibility of organizational direction, outcomes and accountability of (Corporation/Organization Name) Management and Operations to accomplish the purpose of the organization.
      • The Directors of this Board are invested with the following duties:
        • Duty of Loyalty – Directors must give their undivided loyalty to the organization and must not let matters of personal interest or profit come into conflict with the interests of the organization.
        • Duty of Honesty – Directors must act honestly at all times when dealing with, or on behalf of, the organization.
        • Duty of Care – Directors must look after the affairs of the organization with as much care, good sense and good judgment as a reasonable person would in the same circumstance.
        • Duty of Skill – Directors are not required to be experts. Directors are required to use as much skill in making decisions for the organization as any similarly skilled reasonable person.
        • Duty of Diligence – Directors must be diligent about their work as directors. Directors need to attend meetings regularly, read all minutes and reports from committees, look at all the available facts including expert recommendations on issues, but then make up their own minds on decisions.
        • Duty of Prudence – Directors are expected to exercise caution and common sense on behalf of the organization.
    3. PURPOSE OF MEETING: Through deliberation, assessment and decisions on the items listed in the agenda, as well as items the Board of Directors decides to add to the agenda, the Board of Directors has the responsibility to assess the performance of (Corporation/Organization Name) Management and Operations in ensuring that (Corporation/Organization Name) Management and Operations has:
      • supported the purpose of the Corporation/Organization as defined in (Corporation/Organization Name)’ Objects of Incorporation/Mission Statement, and
      • supported expectations of the Membership/Shareholders defined in standing motions of previous Membership/Shareholder General Meetings, and
      • supported expectations of the of the Board of Directors defined in policies and motions approved previously by the Board of Directors and
      • (Corporation/Organization Name) Management and Operations has avoided compromising applicable government statutes, (Corporation/Organization Name) By Laws/Constitution, as well as expectations of the Membership/Shareholders defined in standing motions of previous Membership/Shareholder General Meetings and Board of Directors expectation defined by policies and motions approved previously by the Board of Directors.
    4. PARLIAMENTARY AUTHORITY/RULES OF ORDER
      • Rules of Order for the meeting as defined by (Corporation/Organization Name) By-Laws/Constitution is: (Authority Title and Edition)
      • Note: If Parliamentary Authority/Rules of Order are not defined in By-Laws or Constitution a temporary Parliamentary Authority/Rules of Order for this meeting is selected with the following motion:
        Proposed Motion: “??? Rules of Order, ?? Edition is adopted for conducting this meeting.”
    5. REVIEW OF AGENDA
      • Proposed Motion: “That the agenda be approved as circulated to the Board Members.”
    6. APPROVAL OF MINUTES FROM (Date & Place) BOARD MEETING – See attachment
      • Proposed Motion: “To dispense with the reading of the Minutes from (Date) Board of Directors Meeting and that the Minutes be approved as circulated.”
    7. CEO’s REPORT – See attachment
      • Proposed Motion: “That the CEO’s Report be accepted as circulated.”
    8. Review of Management and Operations Defined Expectations
      • Positive Outcomes to be Achieved as defined by:
        • (Corporation/Organization Name) Purpose defined in (Corporation/Organization Name) Articles of Incorporation/Mission Statement
        • (Corporation/Organization Name) Membership/Shareholder expectations of positive outcomes to be achieved as defined in standing motions of the (Corporation/Organization Name) Membership/Shareholders
        • Board of Directors Approved Policies and Motions of Organizational and Operational Outcomes to be Achieved
      • Negative Outcomes to be Avoided as defined by:
        • Government Regulations
        • (Corporation/Organization Name) By Laws and Constitution
        • (Corporation/Organization Name) Membership/Shareholder expectations of negative outcomes to be avoided as defined in standing motions of the (Corporation/Organization Name) Membership/Shareholders
        • Board of Directors Approved Policies and Directions of Organizational and Operational Outcomes to be Avoided
      • APPROVAL OF ACTIONS OF THE CEO
        • Proposed Motion: “Based on the information presented, the Board of Directors approves the (Corporation/Organization Name) Management and Operations as supporting the purpose of (Corporation/Organization Name).
    9. CEO’s Operational/Business Plan – See attachment
      • Proposed Motion: “That the CEO’s Operational/Business Plan be accepted as circulated.”
        • Review of Management and Operations Defined Expectations
          • Positive Outcomes to be Achieved as defined by:
            • (Corporation/Organization Name) Purpose defined in (Corporation/Organization Name) Articles of Incorporation/Mission Statement
            • (Corporation/Organization Name) Membership/Shareholder expectations of positive outcomes to be achieved as defined in standing motions of the (Corporation/Organization Name) Membership/Shareholders
            • Board of Directors Approved Policies and Direction of Organizational and Operational Outcomes to be Achieved
          • Negative Outcomes to be Avoided as defined by:
            • Government Regulations
            • (Corporation/Organization Name) By Laws and Constitution
            • (Corporation/Organization Name) Membership/Shareholder expectations of negative outcomes to be avoided as defined in standing motions of the (Corporation/Organization Name) Membership/Shareholders
            • Board of Directors Approved Policies of Organizational and Operational Outcomes to be Avoided
    10. STANDING COMMITTEES REPORTS
      • Proposed Motion for each Standing Committee report: “That the Report of the (Name of Committee) be accepted as circulated/presented.”
    11. SPECIAL OR AD HOC COMMITTEES REPORTS
      • Proposed Motion for each Ad Hoc Committee report: “That the Report of the (Name of Committee) be approved as circulated/presented.”
    12. OTHER BUSINESS
    13. IN CAMERA AGENDA ITEMS
    14. ADJOURNMENT
      • Proposed Motion: “That the (CORPORATION/ORGANIZATION NAME) Board of Directors Meeting of (Date) be adjourned.”

Focus AGM Meeting Draft Agenda

Focus AGM Meeting Template (docx download)

Focus AGM DRAFT Agenda
(Corporation/Organization Name)
Annual General Meeting
Date, Time, Location

  1. CALL TO ORDER
    1. Confirmation of Quorum
    2. Confirmation of Recording of Minutes
    3. Call to Order
  2. APPOINTMENT AND DUTIES OF MEETING FACILITATORS?
    • Proposed Motion: “???? ?????? be appointed as meeting facilitator with the duties of ????”
  3. STATEMENTS OF PURPOSE
    1. PURPOSE OF ORGANIZATION: (Objects of Incorporation/Mission Statement)
    2. PURPOSE OF ASSEMBLY: This assembly represents the Membership/Shareholders in the purpose of deliberating, assessing, and making decisions on all items on the agenda that has been circulated to the Membership/Shareholders of (Corporation/Organization Name). This assembly does not have authority to make decisions on any substantive issues or items not addressed in the agenda circulated to the Membership/Shareholders (Corporation/Organization Name).
      • In these proceedings the members of the assembly are invested with the following duties:
        • Duty of Loyalty – Assembly Members must give their undivided loyalty to the organization and must not let matters of personal interest or profit come into conflict with the interests of the organization.
        • Duty of Honesty – Assembly Members must act honestly at all times when dealing with, or on behalf of, the organization.
        • Duty of Care – Assembly Members must look after the affairs of the organization with as much care, good sense and good judgment as a reasonable person would in the same circumstance.
        • Duty of Skill – Assembly Members are not required to be experts. Assembly Members are required to use as much skill in making decisions for the organization as any similarly skilled reasonable person.
        • Duty of Diligence – Assembly Members must be diligent about their work as directors. Assembly Members need to read all minutes and reports, look at all the available facts including expert recommendations on issues, but then make up their own minds on decisions.
        • Duty of Prudence – Assembly Members are expected to exercise caution and common sense on behalf of the organization.
    3. PURPOSE OF MEETING: (Responsibilities of assembly to be addressed in this meeting) The Membership/Shareholders of (Corporation/Organization Name) have invested in the Board of Directors the responsibility of organizational direction, outcomes and accountability of (Corporation/Organization Name) Management and Operations. Through deliberation, assessment and decisions on the items listed in the agenda, this assembly of Membership/Shareholders has the responsibility to assess the performance of the Board of Directors in ensuring that:
      • (Corporation/Organization Name) has supported the purpose of the Corporation/Organization as defined in (Corporation/Organization Name)’ Objects of Incorporation/Mission Statement as well as expectations of the Membership/Shareholders defined in standing motions of previous Membership/Shareholder General Meetings and,
      • (Corporation/Organization Name) has avoided compromising applicable government statutes, (Corporation/Organization Name) By Laws/Constitution, as well as expectations of the Membership/Shareholders defined in standing motions of previous Membership/Shareholder General Meetings.
  4. PARLIAMENTARY AUTHORITY/RULES OF ORDER
    • Rules of Order for the meeting as defined by (Corporation/Organization Name) By-Laws/Constitution is: (Parliamentary Authority/Rules of Order Title and Edition)
    • Note: If Parliamentary Authority/Rules of Order are not defined in By-Laws or Constitution a temporary Parliamentary Authority/Rules of Order for this meeting is selected with the following motion: Proposed Motion: “??? Rules of Order, ?? Edition is adopted for conducting this meeting.”
  5. APPROVAL OF AGENDA
    • Proposed Motion: “That the agenda be approved as circulated to the membership/shareholders.”
  6. MINUTES FROM 20?? ANNUAL GENERAL MEETING – See attachment
    1. APPROVAL OF MINUTES
      • Proposed Motion: “To dispense with the reading of the Minutes from the 20?? annual general meeting of ?? and that the minutes be approved as circulated/presented.”
    2. MATTERS ARISING FROM MINUTES
  7. CHAIR’S REPORT – See attachment
    • Proposed Motion: “That the Chair’s Report be accepted as circulated/presented.”
  8. CEO’s REPORT – See attachment
    • Proposed Motion: “That the CEO’s Report be accepted as circulated/presented.”
  9. APPROVAL OF 20??-20?? FINANCIAL STATEMENTS – See attachment
    • Proposed Motion: “That the 20??-20?? Financial Statements for (CORPORATION/ORGANIZATION NAME), covering the period of April 1, 20?? to March 31, 20?? be accepted as circulated/presented.”
  10. STANDING COMMITTEES REPORTS
    • Proposed Motion for each Standing Committee report: “That the Report of the (Name of Committee) be accepted as circulated/presented.”
  11. SPECIAL OR AD HOC COMMITTEES REPORTS
    • Proposed Motion for each Ad Hoc Committee report: “That the Report of the (Name of Committee) be approved as circulated/presented.”
  12. APPROVAL OF MEMBERSHIP/ASSESSMENT FEES FOR 20??
    1. Regular Membership Fees
      • Proposed Motion: “That the (CORPORATION/ORGANIZATION NAME) Regular membership fee will be $??.
  13. APPOINTMENTS OF ACCOUNTANTS FOR THE ASSOCIATION
    • Proposed Motion: “That ? be appointed as accountants of the Association until the next AGM, or until their successors are appointed at a remuneration to be fixed by the Board of Directors.”
  14. SPECIAL RESOLUTIONS
  15. APPROVAL OF ACTIONS OF DIRECTORS, OFFICERS AND CEO
    1. Proposed Motion 1: “Based on the information presented and available, the assembly epproves the direction and oversight of the Board of Directors as supporting the purpose of (Corporation/Organization Name) as defined in the Objects of Incorporation/Mission Statement of (Corporation/Organization Name).
    2. Proposed Motion 2: “That all acts, contracts, by-laws, proceedings, elections, and payments, done, taken, adopted, executed or made by the Directors, Officers, and CEO of (Corporation/Organization Name) be, and the same are hereby approved, ratified and confirmed.”
  16. OTHER BUSINESS
  17. ELECTION FOR VACANT SEATS ON THE (CORPORATION/ORGANIZATION NAME) BOARD OF DIRECTORS
  18. THANK YOU TO (CORPORATION/ORGANIZATION NAME) MEMBERS/SHAREHOLDERS
    • The (CORPORATION/ORGANIZATION NAME) Board of Directors would like to thank all of the members and supporters of (CORPORATION/ORGANIZATION NAME) for their ongoing support of (CORPORATION/ORGANIZATION NAME)’s purpose to: (Mission Statement).
  19. ADJOURNMENT
    • Proposed Motion: “That the 20?? Annual General Meeting of (CORPORATION/ORGANIZATION NAME) be adjourned.”