What are Flying Minutes? A Guide for Boards

A flying minute is a decision made and recorded by a board outside of its normal meeting schedule. The term is widely used in not-for-profit, government, and incorporated association settings, particularly in Australia and New Zealand. In corporate governance, the same process is more commonly called a circular resolution.

Both terms describe the same mechanism: a written motion is circulated to all directors entitled to vote, and each director indicates whether they are in favour. No in-person or virtual meeting is required.

When to use flying minutes

Flying minutes are for decisions that are straightforward and unlikely to need debate. A grant deadline might fall between meetings and the board needs to approve the application before the window closes. A supplier quote might be about to expire and waiting six weeks for the next meeting isn’t practical. Or a minor policy update or insurance renewal needs sign-off but doesn’t justify calling a special meeting.

If directors are likely to disagree or need to ask questions, a flying minute is the wrong tool. Call a meeting instead.

How to conduct a flying minute

1. Confirm your authority. Check your organisation’s constitution, bylaws, or governing legislation to confirm the board can pass resolutions outside of meetings. In Australia, the Corporations Act 2001 provides for this under Section 248A, but incorporated associations are governed by state and territory legislation, which varies.

2. Draft the motion. Write a clear motion with enough background information for directors to make an informed decision. Include any supporting documents. You can use our free flying minute template as a starting point.

3. Distribute to all directors. The motion must go to every director entitled to vote, not just those likely to agree. Use a board portal, email, or another channel that creates a clear record.

4. Set a deadline. Give directors a reasonable timeframe to respond. State what happens if someone doesn’t respond by the deadline. In most cases, the constitution will require all eligible directors to sign for the resolution to pass.

5. Collect and count responses. Record each director’s vote. If using Our Cat Herder’s Decisions feature, votes are collected automatically and results are available as soon as everyone has responded.

6. Record the outcome. Document whether the motion passed or failed and file it with the board’s records.

After the vote

A flying minute doesn’t end when the votes are counted. How you handle the outcome matters just as much.

Most organisations require flying minute outcomes to be reported at the next scheduled board meeting. This gets the decision into the formal meeting minutes and on the permanent record.

Keep the original motion, supporting materials, and a record of each director’s response. A board portal will store this automatically. If you used email, save the thread.

If the motion authorised a specific action, like submitting a grant or signing a contract, confirm that it was carried out. And if a director didn’t respond, record that too. Depending on your constitution, a missing response may mean the resolution didn’t pass.

Example of a flying minute

On 3 March, the Chairperson circulated the following motion to all six directors:

“That the board approves the submission of the Community Partnership Grant application to the XYZ Foundation, with a project budget of $45,000.”

Background materials including the draft application and budget breakdown were attached. Directors were asked to respond by 7 March.

Five directors voted in favour. One director was travelling and did not respond by the deadline. The organisation’s constitution required a majority of directors to sign, so the motion was carried. The outcome was tabled at the 20 March board meeting and recorded in the minutes.

Common mistakes

The most common problem is using flying minutes for decisions they’re not suited to. Financial statements, director removals, and constitutional changes typically cannot be passed this way, so check your governing legislation before circulating anything.

Every director entitled to vote must receive the motion. Missing even one can invalidate the resolution. Set a clear deadline too, otherwise responses drag on and the decision loses its urgency.

Finally, don’t skip the paperwork. If the result isn’t tabled at the next meeting and filed properly, the decision may not form part of the official record. And directors need enough background context to vote responsibly. A bare motion with no explanation is poor governance.

Flying minutes vs circular resolutions

The terms describe the same process. The difference is mostly about context. “Flying minutes” is the more common term in Australian and New Zealand not-for-profit and government governance, while “circular resolution” (or circulating resolution) is the term used in the Corporations Act 2001 and is more common in corporate settings.

For detail on the legal requirements, voting thresholds, and what can and cannot be passed by written resolution, see the full circular resolution glossary entry.

Using a board portal for flying minutes

Before board portals existed, flying minutes were circulated by fax or email. This worked, but tracking responses was manual and it was easy to lose the paper trail.

Our Cat Herder has a built-in Decisions feature designed for flying minutes and circular resolutions. It lets you:

• Create and distribute a motion to your board in minutes
• Attach supporting documents directly to the decision
• Set a voting deadline with automatic reminders
• Collect votes securely, with results available as soon as everyone has responded
• Keep a permanent record of the motion, votes, and outcome

You can also use the Decisions feature for straw polls and other between-meeting votes.

Frequently Asked Questions

Related Terms

Circular Resolution

Minutes

Board Portal

Quorum

Straw Poll

Additional Resources

Free Flying Minute Template

Free Minute Taking Course: Introduction for Boards

Meeting Minutes, An Essential Guide for Directors