1. OVERVIEW OF ICPSK GOVERNANCE STANDARDS ON MANAGEMENT OF MEETINGS
Institute of Certified Public Secretaries of Kenya (ICPSK)
13 JULY, 2017
Prepared by CS. Patrick Mulwa

2. THE OBJECTIVES OF THE SESSION
To understand the governance practise for effective management of general meetings.
To understand the governance practise for effective management of Board and Committee meetings.
To understand the governance practise for preparation, recording and maintenance of minutes.
To understand the governance practise for preparation, passing, recording and maintenance of resolutions.
To understand the governance practise for preparation of board papers for Board and Committee Meeting.
Prepared by CS. Patrick Mulwa

3. Prepared by CS. Patrick Mulwa
GS 001- GENERAL MEETINGS
PURPOSE
The standard describes the recommended governance practice for convening and execution of a General Meeting in an Organisation.
Prepared by CS. Patrick Mulwa

4. Types of General Meetings and Convening a General meeting
Annual General Meeting
Extra-Ordinary General Meeting
Who can convene a General Meeting;
A Board on its own Motion;
Requisition of Members;
The Registrar/ Commissioner
An order of the Court
Any other persons authorized by the applicable laws of the Organisation
Prepared by CS. Patrick Mulwa

5. Factors to consider in managing Effective General Meetings
Notice and Agenda ( Contents, length, Dispatch)
Quorum (constitutive documents to provide threshold)
Chairperson
Proxies
Decision Making (Show of hands, polling, Acclamation, Electronic Voting)
Adjourning ( Incomplete business, improperly convened, lack of quorum, chaos)
Prepared by CS. Patrick Mulwa

6. GS 002 – MEETINGS OF THE BOARD AND COMMITTEES
Purpose
The standard describes the recommended governance practise for the preparation and conduct of Board and Committee Meetings.
Prepared by CS. Patrick Mulwa

7. Factors to Consider in Managing Effective Board Meetings
Types (Full Board, Committee Meetings)
Convening (Chairperson or according to constitutive documents )
Notice, Agenda and Board Papers
Board work plans
Frequency of Board and Committee Meetings
Quorum, Attendance Registers
Virtual Conferencing
Declaration of Conflicts of interest
Role of the Secretary
Prepared by CS. Patrick Mulwa

8. Prepared by CS. Patrick Mulwa
GS 003- MINUTES
Purpose The standard describes the recommended governance practise for the preparation, recording and maintenance of a Minute Book.
Prepared by CS. Patrick Mulwa

9. Factors to Consider in Minute Preparation and Retention
Form ( Format and structure)
Substance ( Attendance, quorum, confirmation of previous minutes, matters arising, resolutions)
Amendments of Previous Minutes ( Substantive Defer, Minor chairperson to initial, Note amendments in current minutes)
Maintenance of a Minute Book ( Retention policy and applicable laws)
Prepared by CS. Patrick Mulwa

10. Prepared by CS. Patrick Mulwa
GS 004- RESOLUTIONS
PURPOSE
The standard describes the recommended governance practise for preparation, passing, recording and maintenance of resolutions.
Prepared by CS. Patrick Mulwa

11. Factors to consider in Making and Recording Resolutions
Types of Resolutions (Ordinary Resolutions, Special Resolutions, Circular or Written Resolutions , Board Resolutions, Members Resolutions)
Contents (Summary of matter, Decision, Execution Responsibility, time frames)
Forms ( Resolutions within Minutes, Extract Resolutions )
Noting and Filing ( Circular resolutions to be noted in the next meeting and those required by law to be filed with the Registrar to be filed accordingly and within timelines
Prepared by CS. Patrick Mulwa

12. Prepared by CS. Patrick Mulwa
GS 005- BOARD PAPERS
Purpose
The standard describes the recommended governance practise for preparation of Board Papers for both Board Meetings and Board Committee Meetings .
Prepared by CS. Patrick Mulwa

13. Prepared by CS. Patrick Mulwa
Factors to Consider in Preparation of Effective a Board Papers and Board Files
Form ( Organization, Meeting, Author and department, Agenda Item Number, Title of the Board Paper)
Substance (Introduction, Executive Summary, Details, appendices)
Board File ( Cover Page, Notice, Agenda, Previous Minutes, matters arising, Reports, Draft resolutions,
Chronological Order ( Board File should be chronologically numbered and segmented into sections for ease of reference)
Prepared by CS. Patrick Mulwa

14. Summary Requirements of Board Records and Documents
Clear , legible and unambiguous
In a language understood by the Members
Concise , although not too brief to avoid losing meaning
Consistent in form and throughout the Organisation
Neutral tone and in present continuous tense
Prepared by CS. Patrick Mulwa