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SURVIVING THE CONTENTIOUS A.G.M.
By Eli Mina, M.Sc.

This article has been recently published by the Canadian Society of Association Executives.

The Annual General Meeting (AGM) is fast approaching and it is going to be contentious. Everyone wonders: Will the meeting go smoothly, or will it be chaotic? Will it be brief, or will it continue until late at night? How will your Chair deal with unexpected motions, amendments, and a variety of points of order?

The task of chairing a large business meeting is a formidable one. The chair's challenge is to balance the need for efficiency and productivity with the need to have a fair, open and democratic discussion. In a contentious meeting, this challenge is compounded and can be as precarious as skating on thin ice..

How can the Chair lead the meeting without losing control? What tools are needed to lead an open discussion while avoiding chaos?

1. Overall Approach & Attitude

The instinctive reaction to the prospect of controversy is to "duck for cover". Panic sets in. Typically, presidents begin a frantic search for methods to control or even stifle dissent. A qualified parliamentarian (an expert on rules of order) and a lawyer may be hired at great expense to be assured of "absolute control". The underlying premise is: Controversy and heated debate will hurt and damage the organization.

In fact, there is nothing inherently wrong with a heated debate. Moreover, attempts to control and stifle dissent can backfire and may harm the organization more than a full and open debate. On the other hand, a well-managed debate, in which members are free to speak as passionately as they wish -but within a given structure - offers long-term benefits. It has the potential of starting a process of healing and reconciliation for a divided and dysfunctional organization.

Note the key words referring to debate are "well-managed". Without effective leadership, contentious meetings can perpetuate their bad reputation and deteriorate into shouting matches. The resulting chaos and confusion can cause anything from reduced membership, to damaging news headlines, or even costly lawsuits.

Effective leadership starts with establishing the tone and guidelines for the meeting, communicating them to the members, and gaining their support towards having a fair, inclusive and productive meeting. The best time to establish the tone and discussion guidelines for a meeting is at the very beginning, with the Chair's opening script.

2. Establishing the right tone for the meeting

The more contentious the issues, the more essential it is to set the right tone for the meeting from the start. The goal should be to establish a collaborative climate, where narrow interests are secondary to the broad organizational interests, where people are treated with civility, dignity and respect (regardless of how objectionable their points of view may be to some), where passionate advocacy is balanced by genuine listening, and where discussions are focused on issues and not personalities.

Here is a sample opening script to establish the tone for the meeting:

"The 2003 annual general meeting of the Beyond Hope Association will please come to order. Good evening members and colleagues and welcome to this meeting.

As part of my opening remarks, I need to make some comments that will hopefully set the right tone for this meeting.

As your president, I am very mindful of the fact that some of the issues to be discussed at this meeting are difficult and controversial, and have divided us as an organization. No one should minimize or trivialize the significance of the disputes that we have encountered. These issues have had serious negative impacts on our ability to remain focused on our mandate and serve our members and stakeholders.

Clearly, we need to have these issues resolved, and this meeting is our golden opportunity to do so. We need to debate the issues openly and fully, and hopefully start the process of healing and reconciliation. We owe a duty to the members that we serve to look beyond our past hurts, animosities and personal resentments, and look after the organization as a whole.

Here are four principles that I believe will help us establish the right tone for this meeting.

  • First is the principle of decorum: We can debate the issues as passionately as we want, but we must focus on the issues and not the personalities. We can be hard on the issues, but we must be soft on the people.

  • Second is the principle of collaboration: We need to work together and not against one another. We should be changing our mindsets from adversarial, where It is "you against me", to collaborative, where it is "you and me against the problem".
  • Third is the principle of listening and maintaining an open mind. Surely, each one of us has some strongly held opinions to share. But if we don't listen to one another, we won't be able to discover the bigger truth on which good consensus can be built. As someone said: "We were given two ears and one mouth, so we should be listening at least twice as much as we speak".

  • Lastly we need to consider our mission statement, which is to serve our members and stakeholders by ____ (fill the blank). As we go through our discussions, I would urge each one of you to consider our members and stakeholders and the best way we might serve them at this meeting. Imagine them viewing this meeting on a video screen and ask yourself: Would they be proud of us and of how we conduct ourselves today?
What I just stated are four common sense principles: decorum, collaboration, listening, and service to our members and stakeholders. I know these principles can help us have a productive and well-focused meeting. But there is one problem: I cannot make these principles work on my own. I need your support and cooperation. Can I count on you to help me in running a principle-based meeting? Thank you."

Establishing the above principles at the start of the meeting will enable the Chair to intervene later at the meeting. For example: "Do you remember the principle of decorum that was mentioned at the start of this meeting? Can I ask you to focus on the issues, but show respect to the person?"

3. Establishing discussion guidelines

It is often said: "If you don't know where you're going, any road will take you there". This phrase must be the unofficial motto for a poor meeting Chair. If meeting guidelines are not established, how can anyone be expected to follow them? Inadequate guidelines make it frustrating for everyone, and can worsen conflict and animosity. Without good guidelines, your democracy can easily turn into anarchy.

Here is a sample script to help you establish the meeting's discussion guidelines:

"As stated in our Bylaws, the meeting will be conducted in accordance with ___ Rules of Order (fill the blank), the Constitution and Bylaws, and the legislation that governs us. I would like to review the main discussion guidelines that you'll need to be aware of. These guidelines were given to you at the door as you entered the meeting hall. They are intended to ensure that we have fairness and equality, and that each individual has the same opportunity to participate at this meeting.
  • First, if you want to speak, please approach one of the floor microphones, wait to be recognized and open by identifying yourself. Only voting members may speak, make motions and vote, and only one person may speak at a time.


  • Secondly, each member may speak up to two times on each debatable motion. It has been our tradition to limit comments to 3 minutes each. I will let you know when you have thirty seconds left, so you conclude your comments.
  • Finally, if you want to speak for the second time on the same issue, please wait for those who want to speak on it for the first time.

Are there any questions about the discussion guidelines? Is there any objection to these guidelines? (Pause) Thank you. The guidelines will stand". Note: Some organizations approve the discussion guidelines formally, by a motion..

4. Conclusion

Chairing a contentious AGM will likely test your leadership skills to the limit. This task will become more manageable if you establish - with the group's support - the right tone and the discussion guidelines for the meeting. Having done this, you will be better equipped to reduce the negative impacts of the controversy. You may even be able to convert it from a problem into an opportunity...

Good luck with your next AGM (contentious or not).



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Information about Eli Mina:

Eli Mina, M.Sc., PRP, is a Vancouver (Canada) based management consultant, executive coach, and Registered Parliamentarian. In business since 1984, Eli consults his clients on board effectiveness, chairing contentious meetings, preventing and dealing with disputes and dysfunctions, demystifying the rules of order, and minute taking standards. Eli's clients come from municipal government, school boards, regulatory bodies, credit unions, colleges and universities, native communities, businesses, and the non-profit sector.

Eli is the author of the newly published "101 Boardroom Problems and How to Solve Them." He is also the author of several other books and publications on meetings, shared decision-making and minute taking (see Eli Mina's Books at www.elimina.com ). Eli can be reached at 604-730-0377 or via e-mail at eli@elimina.com.


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