What an Annual Meeting Is For
An annual meeting is the once-a-year meeting where an organization's members, or its shareholders, receive reports on the past year and make the decisions the bylaws reserve for them, most often electing directors. The agenda is the running order of that business. Because the decisions can carry legal weight, the agenda is less flexible than a conference program: some items must be on it, some must be announced in advance, and the order matters.
| Meeting type | Who votes | Typical business |
|---|---|---|
| Association or membership annual meeting | Voting members, as defined in the bylaws | Board elections, bylaw amendments, dues changes, reports to members |
| Nonprofit annual meeting | Members if the nonprofit has them, otherwise the board | Director and officer elections, annual report, acceptance of financial statements |
| Shareholder annual meeting | Shareholders, often largely by proxy | Director elections, auditor ratification, shareholder proposals |
| HOA, condo or co-op annual meeting | Owners or members | Board elections, budget, community matters |
The Typical Order of Business
Most associations and nonprofits use a version of the order of business below. Check your bylaws and parliamentary authority for the order they set, then keep to it every year so members know what to expect.
- 1
Call to Order
The presiding officer, usually the president or board chair, opens the meeting at the stated time and notes the time for the minutes.
- 2
Establish a Quorum
The secretary confirms that enough voting members are present to meet the quorum in the bylaws. Without a quorum, the meeting generally cannot conduct business beyond limited steps such as setting a time to adjourn to.
- 3
Adopt the Agenda
Members adopt the agenda, which fixes the business for the meeting. Changes at this point usually need a motion and a vote.
- 4
Approve the Minutes
Members approve, or correct and approve, the minutes of the last annual meeting. Circulate the draft with the notice so nobody reads them for the first time at the meeting.
- 5
Hear Reports
The president or chair, the executive director or CEO, the treasurer and committee chairs report on the year. Reports are usually received, not voted on, unless the bylaws ask members to accept financial statements.
- 6
Hold Elections
The nominating committee presents the slate, nominations from the floor are taken if the bylaws allow, and members vote by the method the bylaws set.
- 7
Unfinished and New Business
Items postponed from the last meeting come next, followed by new motions, resolutions and bylaw amendments. Items that require advance notice can only be acted on if that notice was given.
- 8
Announcements and Adjournment
Awards, the date of the next meeting and other announcements, then the presiding officer declares the meeting adjourned and notes the time.
Annual Meeting Agenda Template
Copy this agenda and adjust the items, names and times to your bylaws. Circulate it with the notice of meeting, along with anything members will vote on.
[ORGANIZATION NAME]
Annual [MEMBERSHIP / GENERAL] Meeting
[DATE], [START TIME] to [END TIME] [TIME ZONE]
[VENUE AND ROOM / VIRTUAL MEETING LINK]
Presiding: [NAME, TITLE]
Recording secretary: [NAME]
Parliamentarian: [NAME, IF ANY]
1. Call to order ([TIME]) .......... [PRESIDING OFFICER]
2. Welcome and introductions .......... [PRESIDING OFFICER]
3. Determination of quorum .......... [SECRETARY]
Voting members present: [NUMBER] [IN PERSON / BY PROXY / ONLINE, AS THE BYLAWS ALLOW]
Quorum required under the bylaws: [NUMBER OR PERCENTAGE]
4. Adoption of the agenda .......... [PRESIDING OFFICER]
5. Approval of the minutes of the [DATE] annual meeting .......... [SECRETARY]
6. Reports
a. President's or chair's report .......... [NAME]
b. Executive director's report .......... [NAME]
c. Treasurer's report and financial statements .......... [NAME]
d. [AUDITOR'S OR REVIEWER'S REPORT, IF APPLICABLE] .......... [NAME]
e. Committee reports .......... [COMMITTEE CHAIRS]
7. Elections .......... [NOMINATING COMMITTEE CHAIR / ELECTIONS OFFICER]
a. Report of the nominating committee
b. Nominations from the floor [IF THE BYLAWS ALLOW]
c. Voting
d. Announcement of results
8. Unfinished business .......... [PRESIDING OFFICER]
[ITEMS CARRIED OVER FROM THE LAST MEETING]
9. New business .......... [PRESIDING OFFICER]
a. [MOTION, RESOLUTION OR BYLAW AMENDMENT, WITH WORDING SENT IN ADVANCE]
b. [ITEM]
10. Recognition and awards .......... [NAME]
11. Announcements .......... [PRESIDING OFFICER]
Next annual meeting: [DATE AND PLACE, IF KNOWN]
12. Adjournment ([TIME]) .......... [PRESIDING OFFICER]
Attached: [MINUTES OF LAST ANNUAL MEETING], [FINANCIAL STATEMENTS], [SLATE OF CANDIDATES], [PROPOSED AMENDMENTS], [PROXY FORM, IF USED]Put a time against each item and leave slack before elections and new business, which are the parts most likely to run long. A business meeting that runs over eats into whatever comes next, and members start leaving before the votes.
Notice, Quorum and Proxies
Three rules decide whether the meeting's business is valid: how members were told about it, how many are present, and whether absent members can be represented. All three come from your bylaws and the law that applies to your organization, so check them before you set the date.
- Notice: the bylaws usually set how far ahead members must be told, how (mail, email, website) and what the notice must include. Business such as bylaw amendments often has to be described in the notice to be voted on
- Quorum: the minimum number or share of voting members who must be present. Decide in advance how you will count it, especially if members can attend online or by proxy
- Proxies: some organizations allow members to appoint someone to vote for them; many do not. If yours does, publish the proxy form and the deadline for returning it with the notice
- Remote attendance and electronic voting: whether members can attend or vote online depends on the bylaws and applicable law. Don't assume a hybrid meeting is allowed
- Record date: the date that decides who counts as a voting member for this meeting, if your bylaws set one
Running Elections and Votes
Elections are the part of the agenda most likely to be challenged afterward, so run them by the book and document every step.
- Publish the slate and candidate statements with the notice, so members can read them before the meeting
- Confirm how nominations from the floor work, if the bylaws allow them, and have the presiding officer explain it before calling for nominations
- Use the voting method the bylaws set: voice vote, show of hands, paper ballot or an electronic ballot where permitted. Contested elections are often by ballot
- Appoint tellers to distribute, collect and count ballots, and keep ballots until the period for challenges has passed
- Check voter eligibility at registration, so only voting members receive ballots
- Have the tellers' report read into the minutes, with the vote counts, then announce the result
For motions and amendments in new business, circulate the exact wording in advance. Amendments drafted on the floor are where meetings stall; a short pre-meeting with the parliamentarian or presiding officer helps.
When the Annual Meeting Sits Inside a Conference
Many associations hold the annual business meeting during their annual conference, when the most members are in one place. That works well if the meeting is treated as part of the program rather than squeezed in.
- Give it a protected slot on the conference agenda, with no competing sessions
- Pair it with something members want: a breakfast, the awards or the opening general session
- Open with a short welcome speech from the president, then move straight to the business
- Choose a room set that suits voting: theater style with a head table works for most meetings; see our guide to event room setup styles
- Set up a separate check-in point for voting members if eligibility has to be confirmed
- Keep reports short in the room and put the full annual report in the documents members can download
If you run association events through the year, our page on association event management covers how the annual meeting connects to the conference, exhibits and member communications, and annual meeting software covers the tools.
Minutes and Follow-Up
Minutes record what was decided, not everything that was said. Most parliamentary guides recommend keeping them short and factual.
- Name of the organization, type of meeting, date, time and place
- Presiding officer and secretary, and confirmation that a quorum was present
- Approval of the previous minutes, with any corrections
- Reports received, with written reports attached rather than summarized at length
- Each motion as stated, who moved it if your practice records that, and the result
- Election results as reported by the tellers
- Time of adjournment and the secretary's signature
Circulate the draft to the board soon after the meeting, keep it with the organization's records, and present it for approval at the next annual meeting. Act on what was decided straight away: file any required updates, update the board roster and tell members the results.
Annual Meeting Planning Checklist
| When | Task |
|---|---|
| Before setting the date | Check the bylaws for notice period, quorum, proxies, remote attendance and required business |
| Before notice goes out | Book the room or platform, confirm the slate, draft any motions and amendments |
| Notice deadline in the bylaws | Send the notice with the date, place, agenda and any business that requires advance notice |
| With or after the notice | Circulate last year's minutes, financial statements, the slate and proxy forms if used |
| Week before | Brief the presiding officer, secretary, tellers and parliamentarian; print ballots if needed |
| Day of | Register voting members, confirm quorum, follow the agenda, record motions and votes |
| After | Draft and circulate minutes, act on decisions, announce results to members |
