Archive for October, 2012

Business and family – can you have it all?

George McGovern died this week. He is probably most remembered, if at all these days , as “the liberal presidential nominee routed by Nixon”  in 1972 (a result which America may well have later regretted).

His obit in the SMH noted that:

In 1994, his daughter Teresa, who had suffered from alcoholism and mental illness, froze to death, acutely intoxicated, in a car park snowdrift in Madison, Wisconsin at the age of 45.

“That just about killed me,” he said years later.  “I always had a very demanding schedule.  I didn’t do everything I could as a father.”

Hang on George, you were busy fighting a good fight: against the war in Vietnam, the draft, and incomes below the poverty line, and for civil rights.  You were doing really important things.

His regret jumped out at me, I suppose, because I had been having a few reflections myself about fatherhood.

Can great things, even just good things, get done without a price, without somebody suffering for their achievement?

I’ve been chatting with a CEO recently, who has been involved in an enormous reconstruction effort in an organisation which was standing on the edge of a self-dug precipice.  He has paid a price and so has his family. I thought about the other CEOs with whom I have worked closely in my career, 6 of them, and another half dozen whom I have coached or advised.

In nearly every case, the demands of their job meant sacrifices for their families.  You can’t lead any organisation, in my experience, without having to put in at least one and a half times the effort set out in your position description.  Without some sacrifice, realistically the job just won’t get done.

You’re usually not just doing it for your own glorification, or the allegedly inflated salary.  You are responsible for the security and income of the shareholders, the jobs of the staff, and the interests of all the other stakeholders.  If you are a non-profit CEO, you have the added responsibility of “the cause”.  You are doing important, meaningful, even essential work.

But at home your partner, your kids, your dog, often pick up the crumbs of your time.

The CEOs whom I have seen resolve the business/family divide most successfully are the ones who had a clear acknowledgement of the time they would need to devote, the willingness (though often grudging) to devote it, and the recognition that it would come at some family cost.  Also, an explicit belief that it was the right thing to be doing at that time, rather than letting it happen by default.  Oh, and did I mention an incredibly understanding and supportive partner?

The ones who didn’t had troubled, or crumbled, relationships and families.

So here is my two bob’s worth – no, you can’t have it all.  But what you might be achieving on one side can validly go towards balancing what you might be missing on the other.

Just do it with your eyes (and your family’s) open.

david white

The mug’s guide to running the AGM

It’s that season again, when your organisation needs to hold its annual general meeting.  I have seen AGMs conducted badly, and possibly invalidly, for want of a little bit of procedural knowledge.

The chair is probably stressing already about having to run the meeting, remembering how they had to fluff their way through it last year. So here is a mug’s guide that should allow your organisation to hold an effective AGM which meets the legal requirements.

I make a couple of assumptions:

  • The AGM notice has been properly drafted with the necessary items of business set out in it
  • It has been sent to the organisation’s members with the required amount of prior notice
  • You don’t have any of the variables referred to in the PS at the end of this blog.

So here is what the chair should do in running the AGM:

Declare the meeting open (and note the time for the minutes).

Welcome those present, and note there is a quorum (you will have checked this in the constitution before opening the meeting, because the meeting can’t formally start until a quorum is present). 

Note who is present – directors, members, auditor, observers or visitors – and any apologies received, so these details can be recorded for the minutes.

Note that the notice of meeting has been sent out.  Take the notice as read.  Remind the meeting that all the business at an AGM is special business (which is business of which prior notice has been given), so only the agenda items specified in the notice of meeting can be dealt with at the meeting.

Deal with the minutes of the previous AGM.  (As these minutes will hopefully have entered in the company’s minute book within a month of the previous meeting, you generally won’t be approving the minutes of that meeting at the next AGM.)  Just note that the minutes of the previous AGM have been entered in the minute book and members can inspect them or ask for a copy.

Deal with each agenda item in turn.

The first item is likely to be the receipt, adoption or acceptance (however it is phrased in your organisation) of the annual financial statements, the directors’ report and the auditor’s report.

Note the accounts and reports have been circulated to the members with the notice of meeting. (This is an important step that is often overlooked – if it hasn’t been done, make sure you do it next year! And for this meeting, just make the best of it and advise the meeting that the accounts and reports are available for inspection.)

Invite questions and comments from members.  (The law provides that the chair of the AGM must allow a reasonable opportunity for members at the meeting to ask questions about, or make comments on, the management of the company. 

If the auditor is present, invite any questions from members to the auditor.  (Again, the law provides that the chair must allow the members a reasonable opportunity to ask questions of the auditor about the conduct of the audit or the auditor’s report.)

When all questions have been satisfactorily dealt with, it is usual practice for the chairman then to advise the meeting that the annual financial statements and reports are received by the meeting.

Although it is not a legal requirement, some organisations like to pass a formal resolution receiving the accounts and reports.  If yours is one that likes to do this, clearly state the resolution to be passed in the form set out in the AGM notice.

Then ask all members in favour of the resolution to raise their hands.  Ask for all members against the resolution to raise their hands.  Declare the resolution passed (or not, in the unlikely event that the majority of members has voted against it).

Deal with each remaining resolution in the same way – state the nature of the resolution; invite questions or comments; formally state the resolution to be passed in the terms set out in the AGM notice; conduct the vote; announce the result.

Remember, if directors are being elected or re-elected at the meeting, each director must be elected by a separate resolution.

There may be items on the agenda that require special resolutions, such as amendments to the constitution.  If so, note when stating the resolution that it requires a special resolution, and if and when it has been passed with the required majority, advise the meeting that it has been passed as a special resolution.

When each resolution has been dealt with, note that there is no further business, and declare the meeting closed.  You do not have to accept any further business or motions from the floor of the meeting.  Note the closure time for the minutes.

It can be really helpful to write these steps down in a script for the chair to follow, so essential steps aren’t missed in the heat of the moment.

If you follow these simple steps, you can take the stress out of the AGM, and meet the legal requirements at the same time.  Happy AGM.

PS There are a number of other variables which aren’t covered in this short guide, such as:

  • when members who can’t attend the AGM have sent in proxies so that their votes can be counted at the meeting
  • when members may have an entitlement to more than on vote at the meeting (for instance because they have a number of shares in the company, and they call a “poll” so they can use these votes (since they are only entitled to one vote when a show of hands is used to vote)

I’ll provide some plug-in steps for these situations in the next blog.

 

 

 



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