Section 8. Board meeting formalities and procedures

Introduction

Board meeting formalities, procedures and duties under the Conservation Act 1987 and the Local Government and Official Information and Meetings Act 1987 (LGOIMA) .

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8.1 Overview

Boards need to understand the legal requirements governing their meetings and must organise their business in a way that meets statutory obligations and expectations of their stakeholders, while maximising the use of members' time and skills.

Conservation Board meetings are governed by (limited) provisions in the Conservation Act.  In addition, because Conservation Boards are specified in Schedule 2 of the Local Government Official Information and Meetings Act (LGOIMA), Part 7 of that Act also applies to Boards. 

8.2 Application of Conservation Act to Conservation Board meetings

Section 6N(1) of the Conservation Act states every Board has such powers as are reasonably necessary to enable it to perform its functions, and s 6T(7) allows a Board to regulate its meeting procedures as it sees fit, subject only to provisions of the Conservation Act (and LGOIMA/OIA).

8.3 Application of LGOIMA to Conservation Board meetings

A Conservation Board is a class of local authority listed in Schedule 2 of the Local Government Official Information and Meetings Act 1987 (LGOIMA).  Therefore, all provisions in Part 7 of that Act apply to Boards and means that Conservation Board meetings are run in the same way as local authority (Council) meetings. Importantly, there is a presumption that the public will attend the meeting. 

Part 7 of LGOIMA sets out a number of principles and processes for the conduct of Board meetings that are not otherwise covered in the Conservation Act.  Certain provisions of LGOIMA will trigger the operation of the OIA if the Board is considering whether to exclude the public from any part of its meetings. See section 8.14 below for more information.

More information on conducting meetings under LGOIMA is available through the Office of the Ombudsman.

8.4 Standing Orders

Standing orders are rules of procedure that govern the conduct of meetings. A small number of Conservation Boards operate under Standing Orders.

If any Standing Orders are in force for a Board, they will govern the Board's meeting procedures, as long as they are not inconsistent with any governing legislation.  If Standing Orders are silent on a topic or if a question arisies on how to interpret or apply a Board’s Standing Orders, this will be determined by the person presiding over the meeting, usually the Chair.

8.5 Who attends Board meetings

Board members are expected to attend all meetings. In addition to Board members, the following people attend meetings:

  • Board Support Officer (BSO) takes minutes of the meeting.
  • Statutory Manager provides guidance to the BSO and the Chair on meeting procedures.
  • Operations Director attends under delegation from the Director-General.
  • Operations Manager/s for the area will often attend meetings to provide updates on conservation operations in the rohe and receive updates on strategic level matters from the Board.
  • Members of the public are entitled to attend any part of the meeting that is not public excluded, but may only speak during the public forum, or any other time at the Chair’s invitation.
  • Media may attend a meeting and may report on non-confidential matters raised in the meeting.
  • Members of Parliament or spokespeople from non-government political parties may wish to meet with a Conservation Board.  Boards should advise the Minister’s office before agreeing to such visits or briefings, and should set an agenda and record meeting notes.
  • Community or stakeholder group visits may be arranged.  These visits, even if informal, must be notified on the agenda and a brief record of the content of any presentation or discussion included with meeting minutes.

8.6 Virtual attendance at meetings

Although members generally attend meetings in person, under s 6N(1) of the Act, a Board has such powers as are reasonably necessary to enable it to perform its functions, and s 6T(7) allows a Board to regulate its procedure as it sees fit.  A Board may wish to allow a member to attend a meeting virtually, using video or telephone conferencing facilities, and the degree of discretion given to a Board under the Conservation Act would allow this.

However, LGOIMA has meeting provisions which Boards are subject to, and although LGOIMA is silent on whether being 'present' at a meeting includes virtual attendance, a new provision (s47A) has made it express that virtual attendance is enabled under pandemic conditions, therefore under non-pandemic conditions it must be assumed that physical attendance at a meeting is required to comply with LGOIMA.

While S47A LGOIMA is in force, any member who attends virtually will be considered “present” at the meeting for the purposes of a quorum and eligibility to vote on any matter s6T(4).

If a member attends virtually, the quality of the connection should be regularly monitored during the meeting.  If the connection is insufficient for the member to actively engage with the meeting, it may be decided that the member should leave the meeting. If this occurs, it should be minuted when the member’s connection was lost, or was of such poor quality the member could no longer be considered “present”.

8.7 The agenda

The Board Chair sets the agenda in discussion with DOC support staff. Any member or a committee of the Board can provide the Chair with any items to be considered for inclusion in the agenda.

Members will be provided with an agenda and papers at least a week before the meeting. 

All agendas and associated reports circulated to Board members and relating to that meeting are made available to the public by DOC servicing staff uploading them to the Board’s homepage on the website at least 2 working days before the meeting (s46A LGOIMA).

8.8 Public notification of meetings

Section 46 of LGOIMA requires public notification of the time and place of Board meetings, generally no less than 5 working days in advance of the meeting.  DOC servicing staff notify meetings through announcements on the Board’s homepage on the DOC website and through public notices in local newspapers.

8.9 Quorum

A quorum is achieved when a majority (more than half) of the members in office are present at a meeting.  No business shall be transacted at any meeting unless a quorum is present. (s6T(3)  Conservation Act).

8.10 Meeting tikanga - Karakia

Each Board meeting should commence and finish with a karakia (acknowledgement).  The Board is encouraged to collectively recite the karakia - words will be provided on each agenda.

A karakia kai (blessing for food) is also provided at shared meeting lunches.

8.11 Apologies

If a member is not able to attend a meeting, they should provide a formal apology to the Chair and Board Bupport Officer (BSO).  This allows the apology to be formally recorded in the meeting minutes.  Note: every member’s overall attendance is recorded, whether or not an apology is tendered, and this information is included in the Board’s Annual Report.

8.12 Minutes of previous meeting

Members will be provided with a set of draft minutes prior to the following meeting, where the minutes will be confirmed.  Members can suggest changes to the minutes any time up to the point they are confirmed by a majority of the Board at its next meeting.  If the DOC staff member who drafts the minutes declines to make a suggested change prior to the next meeting, any suggested change can be put to a vote of the meeting and if carried, the change must be made.

8.13 Matters arising from minutes

Members will have the opportunity to comment or raise any matters from the previous minutes in the ‘matters arising’ portion of the meeting.  The matter raised may be closely related to something already on the agenda and if so, the member will be asked to reserve their comments until that matter comes up on the agenda.

8.14 Including or excluding the public from meetings

8.14.1 Overview

Conservation Boards are subject to Part 7 of LGOIMA, which provides, among other things, that Board meetings are to be open to the public, and agendas, tabled papers and minutes are to be made publicly available, unless there is a good reason to withhold all or parts of them.

A public forum is provided for within each meeting. It is generally set down for a defined period of time, which is notified on the agenda. The public forum is designed to encourage and enable members of the public to bring matters, not necessarily on the meeting’s agenda, to the Board’s attention.

8.14.2 Chair’s discretion during the open public forum

The Chair has discretion to require a member of the public to leave a meeting if their behaviour is likely to prejudice, or continues to prejudice, the orderly conduct of a Board meeting (s50 LGOIMA).  Examples of this behaviour may be:

  • a speaker is repeating views presented by an earlier speaker at the same public forum
  • the speaker is criticising Board members and/or DOC staff
  • the speaker is being repetitious, disrespectful or offensive
  • the speaker has previously spoken on the same issue
  • the matter is subject to legal proceedings
  • the matter is subject to a hearing, including the hearing of submissions where the Board sits in a quasi-judicial capacity (such as a hearing on a conservation management plan).

8.14.3 Assessing whether to exclude the public from all or part of a meeting

If any grounds for public exclusion under LGOIMA apply, information is able to be discussed in committee i.e. the public will be excluded from the portion of the meeting.

Section 46A of LGOIMA sets out provisions on the availability of agendas and reports which override the provisions of the Official Information Act. When the Chair is confirming the agenda, if it contains an item the Chair reasonably expects will be discussed by the Board with the public excluded, that item can be excluded from the agenda under s46A(8) of LGOIMA. However, the fact it will be discussed with the public excluded must be indicated on the agenda (refer s46A(9)).

Section 48(1)(a)(ii) of LGOIMA sets out the grounds under which Conservation Boards may exclude the public from meetings. A Board can only exclude the public if all or part of a meeting would be likely to result in disclosure of information for which good reason to withhold exists under:

  • s6 of the Official Information Act 1982
  • s9 (with the exception of s9(2)(g)(i)) of the Official Information Act 1982
  • s7 of the Official Information Act (applies but is extremely unlikely to ever be used by a Board).

When making any assessment about whether to exclude the public from all or part of a meeting, the Board needs to identify whether there would be harm in making the information available and whether keeping an item confidential is outweighed by any public interest in making the information available. If there is no public interest that outweighs the Board’s considerations, the information will be flagged as confidential and will be dealt with as a public excluded item. A Board must always be mindful that there is a strong statutory presumption in favour of making the information available.

8.14.4 Procedure to exclude the public from part of a meeting under LGOIMA

If an item is to be considered with the public excluded, the decision to exclude the public must be made by Board resolution. It may either exclude all the public or specify that certain people can remain in the meeting. Every motion to exclude the public must be put while the meeting is open to the public, and copies of the motion must be available to any member of the public who is present. The resolution forms part of the meeting’s minutes.

If a motion to exclude the public is passed, the resolution must be in the form set out in Schedule 2A of LGOIMA ('Resolution to exclude the public'). The resolution must state:

(a) The general subject of each matter to be excluded;
(b) The reason for passing the resolution in relation to that matter; and
(c) The grounds on which the resolution is based.

Note: DOC staff who are usually present at a Board meeting are entitled to remain in the meeting when it excludes the public. If any other specified people are to remain, the resolution must state, in relation to the matter to be discussed, how the knowledge held by the specified people is relevant and of assistance.

8.14.5 Maintaining confidentiality of a public excluded item

Boards should formally advise when confidential information is being provided and make a notation on any relevant papers. An unintended waiver of confidentiality could have consequences such as an impact on the Board’s ability to withhold sensitive information if requested under the Official Information Act, and/or loss of public trust and reputational risk for the Board.

8.14.6 Review of a public excluded item

Any item that was discussed with the public excluded should be regularly reviewed following the meeting by the Chair and DOC servicing staff, as reasons for confidentiality do not always endure. Information should be made public when the Chair advises in writing that one or both of the following apply:

(a) There are no longer any grounds under LGOIMA for withholding the information; or
(b) The information is no longer confidential.

The Chair’s written notice of release should be supplied to all Board members so they are made aware when information is no longer confidential. The information can then be made available to the public on request.

Example: The Board may be provided with a concession application containing confidential information about a proposed business venture. At the time of application, the information would have been discussed with the public excluded on the basis of commercial sensitivity. Once the business venture was up and running (or if it did not eventuate), there would be no reason to continue to withhold the information: at that point there would no longer be a risk that the applicant’s commercial position would be unreasonably prejudiced by being made available to the public (s9(2)(b)(ii) OIA).

8.15 Correspondence tabled at meetings

Items of correspondence must be included in the agenda for the board to discuss, note or action. There must be a resolution to receive incoming correspondence and approve any outgoing correspondence.

8.16 Discussing matters not on the agenda

If a matter is minor and related to general Board business, the Board can put the matter to a vote to discuss the matter during the meeting, but the Chair must explain (during the public part of the meeting)

  • why the item is not on the agenda; and
  • why discussion of the item cannot be delayed until a subsequent meeting. (s 46A(7) LGOIMA).

The Board cannot make a resolution, decision, or recommendation in respect of the item, except to refer it to a subsequent meeting, when it can be placed on the agenda for further discussion (s46A(7A)(b) LGOIMA).

8.17 Making decisions

While consensus is always desirable, Board decisions are made by majority vote of members present at the meeting.  Decisions are to be made in the best interests of the community the Board represents.

If a motion gets more than 50% support from the Board, it is carried and becomes a resolution. If it is exactly 50%, the Chair will have a casting vote (s 6T(5)).  (This does not apply to officer elections: see section 12.2.1 of this Manual.) 

8.17.1 Motions

Any member (except co-opted members) can move a motion (make a recommendation) to the Board at a meeting, for a decision or action to be taken.  It can be discussed and questioned by any member.  To become a motion, it must be seconded by another member.

Once moved and seconded, the motion can then be debated and can be amended before the Board votes on it (co-opted members do not have voting rights).  During debate, any questions on the motion are asked through the Chair. Debate and discussion should be constructive.

8.18 Informal meetings

Boards can hold informal meetings (also referred to as workshops, briefings or information sessions).  These can be useful to help Board members gain an in-depth understanding of issues, explore options and alternatives and allow for free and frank discussion among members.  They are distinguished from formal meetings by the fact no formal decisions are made (s45(2) LGOIMA).  Boards should be careful not to hold informal meetings for the purpose of discussing and predetermining a vote at a subsequent formal meeting, as it could be determined that the informal meeting was linked to that decision and was therefore a "meeting" for the purposes of LGOIMA. 

Informal meetings are not subject to the meetings provisions in LGOIMA (ie do not have to be notified or open to the public), but the information dealt with in informal meetings is still subject to the OIA and could be requested. It is therefore important for a Board to consider at the beginning of any informal meeting whether the information they plan to discuss should be deemed confidential.

See section 10.9 of this Manual for information on dealing with confidential information in informal meetings.

 

8.19 Disagreement occurring within meetings

If a disagreement occurs within a Board meeting that is not able to be resolved by debate and agreement, the Board Chair (or anyone appointed to be the chairperson of a meeting under s6S(3)) may issue a Board member with a directive to do (or not do) something.  

If a Board member refuses to comply with a chairperson’s directive, this is considered a breach of the Code of Conduct.  See section 16.3 of the Code of Conduct for more information.

If there is a refusal to comply, the chairperson of the meeting has the option to move to another item on the agenda, adjourn the meeting or close the meeting.

When issuing a directive, the chairperson of the meeting may also wish to seek the support of the rest of the Board by expressing the directive as a motion to be voted on.

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