1. Chairing the Meeting

The chairperson of board meetings is outlined in section 7.10 of OLA By-law 1, and is the President of the Board or Vice-President in their absence. If both are absent, another board member will be appointed to chair the meeting. The same process outlined in these two sections will be followed for meetings of the Executive Committee.

The President of a Division shall preside over all meetings of the members of the Division and the Council. During the absence or inability of the President of the division, these duties and powers may be exercised by the Vice-President (President-Elect) of the division. In the event the President and Vice-President are absent or unable to preside, the members of the body present, provided a quorum is present, may elect or appoint another to preside.

OLA Committees and Task Forces have assigned chair positions as per their terms of reference.

During meetings, the chair should: 

• Encourage participation by all participants 

• Allow time for all views and sides of an issue to be heard and discussed before a vote
• Ensure members understand the discussions and terms of an issue by asking for clarification when necessary
• Summarize discussions before voting or moving on to the next item
• Keep the meeting on schedule by adhering to the agenda and keeping participants on topic
• Manage conflicts that arise during the meeting. 
• Ensure decisions are made clearly and explicitly (by vote or consensus) so that there is no room left for misunderstanding or misinterpretation. 
• Read or call for motions, call for votes on an issue, ensure votes are counted and recorded in the minutes (if required). 
• Ensure that the recorder of minutes reflects attendance, motions and votes. 

Here are the essential rules of order OLA Board and Council meetings follow: 

• Obtaining ‘the floor’: The chair will acknowledge committee members who raise their hand to participate. This process is helpful and orderly when multiple members wish to comment on an item. All members of the meeting should have the opportunity to comment before the discussion closes. 
• Motions: Motions ensure that any business or actions that are important are put forth for discussion and decision and are recorded in the minutes. A motion requires a mover and seconder. Moving and seconding a motion puts the business on the table for discussion. This does not mean the mover/seconder are endorsing the particular item. 
• Vote on a motion: After debate/discussion, usually a show of hands for yes/no or a statement of abstention at which point the motion is carried or defeated. 

2. Agenda

Effective agenda development ensures meeting participants understand the process for the development of, and have an opportunity to have input into, the agenda. 

• It is the responsibility of the chair of a meeting to develop the agenda in consultation with staff and meeting participants. meetings. This includes requesting participants submit any items in advance. A call for agenda items should be sent 14 days in advance of the meeting.
• A participant who wishes to add an item to the agenda or to be provided with additional information should contact the chair in advance or may put forth an item at the time of the meeting. 
• The chair will advise on if an item should be discussed as part of the agenda, or be included as a consent agenda item.

3. Annual Meeting Agenda

At minimum, the following items should be presented at the OLA Annual Meeting:

• Presentation of an annual report of the Board of Directors 
• Incoming President remarks  
• Presentation of the financial statements of the past fiscal year*
• Appointment of auditor for the next fiscal year*
• Amendments, changes or additions to the organization’s by-laws*

Some of these are required by section 5.02 of OLA By-law 1.

4. Posting Meeting Materials

Meeting materials are restricted to the members of the board, councils, and committees. 

• Board materials are to be distributed a minimum of 10 days in advance of the board meeting.
• The board will be notified of any materials submitted after this time.

AGMs:

OLA and Divisional AGM materials are to be posted to the OLA website a minimum of 10 days in advance of the meeting.

5. Minutes

Minutes reflect the intent of an action item without providing all the discussion details. Minutes are legal documents of the OLA and should be recorded in a manner to be read in the future and by people who may not have been present at the meeting. While it’s important that all motions, decisions and action items are recorded, it’s equally important that there be some context to how the decisions were made. 

• Minutes of board meetings shall be recorded and maintained by the Secretary (the Executive Director). 
• Minutes of OLA Divisions and Committees shall be recorded and maintained by the secretary of that committee.
• Minutes are available to OLA members upon request.

At a minimum, minutes need to include: 

• The date and location of the meeting 
• Members who were present for voting 
• Motions put forth, the mover and seconder 
• Amendments to motions 
• The outcome of the motion (carried or not) and may include upon demand, record of the vote including dissenters and those who voted in abstention or by proxy.

6. Frequency and Location

• OLA publishes a calendar of meetings annually, by the end of February. The calendar includes all board meetings, divisional council meetings, the OLA and Divisional Annual General Meetings, and Super Conference Planning Meetings. All remaining committee meetings are to be scheduled with a minimum of one month’s notice.
• The Board of Directors shall meet regularly. The Board will determine a schedule of meetings at the first meeting and pass a resolution determining the meeting schedule as per section 7.06 of OLA By-law 1.
• Meetings may be held virtually or in-person and are planned as part of the budget process. 
• Travel and accommodation expenses are only available for pre-approved in-person meetings. 
• At the discretion of the chair, committee meetings may be held partially or completely virtually and must be organized so that all participants can communicate with each other adequately and simultaneously. Persons participating virtually are deemed to have attended that meeting. 

7. Participation and Attendance

Attendance at OLA Board, Division and Committee meetings is limited to the members of the board and committees including any designated ex-officio participants. It is at the discretion of the board, division and committees to invite guests, observers and presenters to attend, and it is subject to budget restrictions. Members and interested parties are welcome to contact the President or the Committee Chair to make a request or bring forth an issue for discussion at a meeting prior to the preparation of the agenda.

• A quorum must be established in order to conduct business. 

8. In-Camera

A motion is required to move into and to rise from a closed, or in-camera session to discuss confidential or sensitive items. The circumstances that would lead to an in-camera meeting are described in section 7.15 of OLA By-law 1. For greater clarity matters considered confidential to the corporation or of a personal nature can include:

• Assessing, rewarding or disciplining individuals; 
• Dealings and discussions with other entities or persons where the information being discussed may compromise the relationship of the association with them or its relationship with its stakeholders; 
• Human resources issues; 
• Matters relating to civil or criminal proceedings; 
• Personal health information related to an individual; 
• Financial, personal, contractual and/or other matters for which a decision must be made in which premature disclosure will be prejudicial; and 
• Deliberations to decide whether a matter warrant being dealt with in a closed session of the board.

• All matters brought before a closed session remain confidential until they are moved by the Board, Division or Committee to an open session; a resolution should be passed with respect to those items that are to be moved to an open session. 
• During a closed session, all persons who are not meeting members shall be excluded from the meeting unless otherwise approved by the chair.In addition, staff may be asked leave depending on the nature of the discussion. If the Board is going to discuss human resources matters, they should review the relevant HR policies.
• A separate agenda shall be prepared for closed sessions indicating the items to be considered during the session. The agenda and any supporting materials shall be clearly marked confidential and shall be handled and secured in a manner that respects the nature of the material. Material distribution may need to be circulated immediately before or during the meeting for the first time and not meet the one-week circulation.
• Voting during a closed session shall take place according to the regular provisions governing meetings. 
• Minutes of closed sessions shall be recorded and shall be marked confidential and shall be secured in a manner that respects the nature of the material. 
• Minutes of a closed session shall be presented for approval at a subsequent closed session.

9. Executive Committee

   Under section 6.13 of OLA By-law 1, the Board may delegate its authority, with some exceptions, to an executive committee. The Executive Committee consists of the President, Vice-President, and Treasurer. They may act with the authority of the Board between meetings. It is understood that this delegated authority should only be used as necessary and any business that can be deferred to a meeting of the Board, should be held until the following Board meeting.

10. OLA Staff Support for OLA Meetings

    Staff can assist with:

• Scheduling meetings 
• Arranging teleconference access 
• Booking meeting space 
• Booking travel and hotel arrangements
• Arranging for catering

Unless otherwise indicated, staff are not responsible for creating agendas, developing meeting documents, or taking minutes.