A Glossary of Meeting Terms

Every one of these turned up on an agenda before anybody explained it to me. Committees use them without noticing, which makes them awkward to ask about, and there are only about forty that matter.

Alphabetical, because you look a term up by name. Where something depends on your own constitution or standing orders, I have said so rather than giving you a rule that might not be yours.

It is written UK-first, and nearly all of it travels. Where a term genuinely means something different on each side of the Atlantic, the entry marks the two apart as (UK) and (US). Tabled is the one to watch, because the two meanings are opposites.

Abstention · Adjourn · Agenda · Agreed · Amendment · Any other business (AOB) · Apologies · Approved · Carried · Casting vote · Chair’s action · Conflict of interest · Constitution · Correct record · Declaration of interest · Deferred · Delegated authority · Ex officio · In camera · Matters arising · Minute number · Motion · Nem con · Not reached · Noted · Point of order · Proposer and seconder · Proxy · Quorum · Ratify · Received · Resolution · Standing item · Standing orders · Substantive motion · Tabled · Taken as read · Unanimous · Verbatim · Withdrawn · Written resolution

Abstention

A member choosing not to vote either way. An abstention is not a vote against. Whether it affects the outcome depends on the voting rule in use: where the threshold is a majority of those voting, abstentions fall out of the count, and where it is a majority of those present, an abstention works against the motion. Record the number either way, because “carried, with two abstentions” and “carried unanimously” are different records of the same room.

Adjourn

To break off a meeting and continue it later, either after a short pause or on another day. It is not the same as closing a meeting: an adjourned meeting is a continuation of the same one rather than a new one. How the resumed sitting is agendaed and numbered is a matter for your own rules and house practice.

Agenda

The list of business for the meeting, issued in advance. Items are normally numbered, and those numbers become the spine of the minutes, so that a decision can be referred back to precisely.

Agreed

The meeting reached a decision. Common in committees that do not run on formal motions. It is not a synonym for “resolved”: resolved says a motion was put and passed, and agreed says the meeting settled the matter, so use the one that matches what actually happened. There is wording for both in the phrasebook.

Amendment

A proposed change to a motion already before the meeting. If the amendment passes, the motion as changed becomes the substantive motion, and that is what the meeting then votes on.

Any other business (AOB)

Items raised at the end of a meeting that were not on the agenda. Some constitutions do not allow decisions to be taken under AOB at all, on the basis that anybody who chose not to attend had no notice that the matter would come up. (US) The same slot on an agenda is usually called New Business.

Apologies

Notice from a member that they cannot attend. “Apologies were received from” records that they told somebody in advance. A member who simply does not appear is absent, which is a different thing and a different line in the minutes.

Approved

The meeting gave formal assent to a specific thing, usually a document, a figure or a recommendation. Stronger than noted, and an approval should always name what was approved. See recording a decision in the phrasebook.

Carried

A motion has passed by the required threshold. What that threshold is comes from your own rules: usually a simple majority of those voting, though some decisions need two thirds, or a majority of the whole membership rather than of those present. The numbers, or “nem con”, or “unanimously”, say how comfortably.

Casting vote

A second vote given to the chair to break a tie. It is not automatic: a chair has one only where the constitution or standing orders provide for it, and some bodies deliberately do not give one.

Chair’s action

A decision taken by the chair alone between meetings, where waiting for the next one was not practical. Whether your chair has this power, and over what, comes from your own rules: it is a defined thing for maintained schools and elsewhere a matter for the articles or standing orders. It should be reported to the next meeting. What that meeting then does with it, ratify, note, or something else again, is set by those same rules rather than by custom.

Conflict of interest

A situation where a member’s own interests could affect, or appear to affect, their judgement on an item. What has to happen next is set by the governing rules: a declaration at the least, and then anything from taking no part in the discussion, to leaving the room, to being left out of the quorum for that item.

Constitution

The document setting out how a body is governed: who its members are, how it takes decisions, and what it may do. (UK) For a company or a charitable company the equivalent is the articles of association, with standing orders covering meeting procedure. (US) A constitution is usually paired with bylaws, and procedure often follows an adopted set of rules of order.

Correct record

The formula used when the previous minutes are approved: “approved as a correct record”. It means the meeting accepts the minutes as an accurate account of what happened, not that it agrees with what was decided.

Declaration of interest

A member telling the meeting that they have an interest in an item before it is discussed. A pecuniary interest is financial. A non-pecuniary interest is not, and is usually personal or professional. What the member must do after declaring depends on the governing rules, not on the type of interest alone.

Deferred

An item consciously put off to a later meeting. It is a decision, which is what distinguishes it from an item that was simply not reached.

Delegated authority

Power the meeting hands to a person or a sub-committee to act on its behalf, usually within stated limits. The limits belong in the record, because they are what makes the resulting decision defensible.

Ex officio

A person who sits on a committee because of another office they hold, rather than by election or appointment. Whether an ex officio member may vote, and whether they count towards the quorum, depends on the constitution and is worth checking rather than assuming.

In camera

In private. An item taken in camera is heard with the public, and sometimes some members, excluded. The main minutes usually record only that it happened, with the substance kept in a confidential set.

Matters arising

Business that follows from the previous minutes but is not on the agenda in its own right, usually short updates on actions. It is the item most likely to sprawl, and the reason many committees keep a separate action log.

Minute number

The reference given to each recorded item, often combining the year and an item number, such as 24/15. It is what allows a later meeting, or an auditor, to point at one decision rather than at a document.

Motion

A formal proposal put to the meeting for decision. Once it has been passed it becomes a resolution.

Nem con

Short for nemine contradicente, “no one contradicting”. It means nobody voted against. It is not the same as unanimous, which means everybody who voted was in favour, and the two come apart the moment somebody abstains.

Not reached

An agenda item the meeting ran out of time for, which then carries forward. Different from deferred, where the meeting chose to postpone it, and from withdrawn, where the person who raised it took it back.

Noted

The meeting was told something and took no decision on it. Saying so plainly stops anybody reading a decision into the record later. The phrasebook has the wording, under recording a discussion.

Point of order

An interruption to say that the meeting is not following its own rules. It concerns procedure rather than the merits of the argument, and the chair rules on it.

Proposer and seconder

The member who puts a motion, and, where the rules require a seconder, the member who supports it being discussed. Seconding is not the same as agreeing: it says the motion is worth the meeting’s time. Where a seconder is required and nobody seconds, the motion falls without being debated. Plenty of smaller bodies do not require one at all.

Proxy

Authority given by a member to somebody else to vote on their behalf. Common at AGMs and in companies, rare in ordinary committees, and available only where the applicable rules or legislation allow it. For a UK company, proxy rights come from the Companies Act as well as from the articles.

Quorum

The attendance required before a meeting can take decisions. It is not always a simple headcount: some constitutions require particular people to be present, such as a chair or a named role, so a busy meeting can still fail to be quorate.

Ratify

To confirm, after the event, a decision that has already been taken, so that it becomes a decision of the body itself. A meeting can only ratify something it had the power to decide in the first place. Chair’s action is one thing that may come back for ratification; an urgent decision taken by email between meetings is another.

Received

The committee has a document before it and has expressed no view on it. Weaker than noted, and the two are not interchangeable. The wording for both is in reports and papers.

Resolution

A motion that has been passed. Where a formal motion was put, the wording recorded should be the wording that was actually put and voted on, rather than a tidied version of it. “It was resolved that” is the formal way to open that record.

Standing item

An item that appears on every agenda, such as apologies, minutes of the last meeting, or finance.

Standing orders

The written rules by which a body runs its meetings. Some of them can usually be suspended for a particular item by resolution, and the suspension is itself minuted. Not all of them can: anything fixed by legislation or by the constitution is normally beyond the meeting’s power to set aside. (US) The nearest equivalents are the bylaws and an adopted set of rules of order.

Substantive motion

The motion as it stands once any amendments have been dealt with. It is the version the meeting finally votes on, and the version that goes into the minutes.

Tabled

The one that catches people out. (UK) To table something is to bring it to the meeting, usually as a paper handed out on the day. (US) To table something is to set it aside and stop discussing it, which is the opposite. In any meeting with people from both, write “circulated at the meeting” or “postponed” and avoid the word.

Taken as read

The paper was circulated beforehand and was not read out. It says nothing about whether anybody agreed with it.

Unanimous

Every member who voted voted in favour. If anybody abstained, the vote was not unanimous, though it may still have been nem con.

Verbatim

Word for word. Minutes are almost never verbatim. A direct quotation is used sparingly, usually where somebody has formally objected and wants their words recorded as they said them.

Withdrawn

Taken back by the person who raised it, usually with the meeting’s agreement. It is not a defeat and the minutes should not make it read like one.

Written resolution

A decision taken outside a meeting by circulating it to members for their agreement. Whether it is available at all, what majority it needs and how it is recorded vary by organisation and by jurisdiction: for UK companies the Companies Act sets the rules, and many committees have no such procedure at all.

The four that get mixed up

Received, noted, agreed and approved are the ones worth learning properly, because they are four different states and swapping them changes what the record says happened. Received means the committee holds the document. Noted means it was reported and nothing was decided. Agreed means the meeting decided something. Approved means it gave formal assent to a specific thing. The wording for all four is in the phrasebook.

Where to go next

For the wording itself, rather than what the words mean, there is the minute taker’s phrasebook, grouped by what is happening in the room.

If you are new to this, start with the meeting minutes template and the first meeting checklist.

If a term you have met is not here, tell me and I will add it.

– Erin