Chairpersons who keep good order run productive board meetings. A good chair should have enough familiarity with parliamentary procedure (or Robert’s Rules of Order) to guide board members through the process and know how to conduct a board meeting.
The role of the board chair is a specific role with duties and responsibilities that are different than other members. One of the responsibilities is to facilitate discussion among the board members, giving each board member an opportunity to speak. An effective chair gives opposing sides time to present their arguments and invites the participation of other members. The chair does not typically enter into discussion, rather he or she facilitates discussion among the other members. The chair may assist members in wording motions upon request of the moving member. Typically, the chair does not vote; however, there are two instances when the chair votes—when his or her vote would affect the outcome or when the vote is by ballot. Beyond that, the primary role of the board chair is to conduct an orderly meeting according to parliamentary protocol.
The steps to conducting a board meeting are:
- Recognize a quorum
- Calling meeting to order
- Approve the agenda and minutes
- Communication and reports
- Old/new/Other business
- Close the meeting
Below we will cover these steps in more detail.
Recognize a Quorum
The first order of business is for the chair to determine if a quorum is present. The quorum is defined in the organization’s charter or by-laws. If the quorum is not specifically defined, a simple majority rules.
Calling the Meeting to Order
The next order of business is for the chair to call the meeting to order by making a simple statement. The chair then addresses any items of personal or perfunctory nature such as welcoming new members, thanking retiring members, and welcoming visitors.
Approving the Agenda
Following personal items, the chair moves to the agenda items. The chair will ask the members to approve the agenda. When a member requests additions, amendments, or deletions of the agenda, the amended agenda may be approved without a vote.
Approving the Minutes
Before any official business can be conducted, the board must approve the minutes of the prior meeting. There are a couple of ways to do this—either by asking the secretary to read the minutes of the prior meeting or by sending the minutes to members prior to the meeting. The next step is for the chair to ask the members if there are any corrections to the minutes.
If there are no corrections, the chair announces that the minutes are approved as written.
In the event that members propose amendments to the minutes, the chair asks the members to consider the amendments and agree with them. This can be done without taking a formal vote.
Relative to a dispute about an amendment, the chair may ask for a vote if the amendment should be adopted.
Once the members have accepted the minutes, the chair states, “If there are no further corrections, the minutes stand approved, as corrected.”
The secretary would then record any amendments to the current meeting minutes and the chair would sign the minutes to make them official.
Also, we previously wrote about how to take minutes at a board meeting if you need a refresher.
Communication and Reports
The next section of the meeting is a hearing of reports from the Executive Director and any standing or special committees. If a committee wants to make a recommendation, the reporting member moves to adopt it. Otherwise, the report is filed with no action.
Financial reports should be read to keep members current; however, no action needs to be taken on them unless it is an audited report. A vote should be taken after the annual, audited financial report.
Old business consists of items that the board has previously discussed that are ready for formal approval. If any of the items require additional discussion, the chair asks for approval to move those items to the discussion portion of the meeting. All other items should be voted on and approved, postponed, or tabled.
Having settled old business items, the chair will announce new business items, one at a time, and allow for discussion. The chair may ask the members to re-order the items, as prudent or necessary.
The chair should invite discussion and facilitate debate, drawing out a full range of opinions. If discussion is lengthy, the chair may limit the discussion for a certain period of time. At the end of the discussion, the item may be voted on, amended, tabled, moved to committee for consideration, or postponed.
During this part of the meeting, the chair invites members to raise other matters that don’t require discussion, such as announcements. Other business may include items for future discussion so that members will have time to review them.
Closing the Meeting
To close the meeting, the chair thanks the visitors and declares the meeting adjourned. As a final, and important step, the chair should follow up with the executive officer and review any aspects of the meeting that they need to discuss prior to the secretary writing the formal record of the meeting.
Poorly chaired board meetings may have negative consequences on the full board or organization, so it’s important to avoid pitfalls and keep the meeting running smoothly. A competent chairperson prepares ahead of time and keeps the meeting moving. He or she also keeps overzealous members in check and addresses distractions. Productive meetings allow for open discussion while focusing on strategic progress for the benefit of the whole organization.