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How To Run A Board Meeting

How to Run a Board Meeting

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 run 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 running a board meeting are:

  1. Recognize a quorum
  2. Calling meeting to order
  3. Approve the agenda and minutes
  4. Communication and reports
  5. Old/new/Other business
  6. Close the meeting

Below we will cover these steps in more detail.

Recognize a Quorum

In understanding how to run a board meeting, 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

Running a successful board meeting means taking care of past meeting items first. 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 step in the process of how to run a board 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

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.

New Business

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.

Other Business

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 understands how to run a board meeting properly and prepares ahead of time, keeping 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.

Jeremy Barlow

Jeremy is the Director of Digital Marketing at BoardEffect.

How to Run a Board Meeting

New Guide: How to Run a Board Meeting

All the resources you need to run effective board meetings

Running a board meeting can be a complicated affair. Whether you are the board chair worrying about maintaining focus and facilitating engagement or the board liaison preoccupied with the difficulties of planning the meeting and creating board books, board meetings involve many carefully arranged parts and details.  This guide demystifies the challenges of running a board meeting by breaking it down into 3 helpful sections: Roles & Responsibilities, Running an Effective Meeting, and Board Meeting Procedures. Throughout we cover the basics and best practices in how to run a board of directors meeting.

BOARD MEETING ROLES AND RESPONSIBILITIES

The Executive Director needs to be someone in whom the board chair has faith that the organization is in good hands, and who is open to constructive – and even occasionally critical – feedback that can elevate the organization’s performance. Fulfilling these seemingly straightforward requirements can be surprisingly difficult for CEOs. This may help explain many of the complexities that can make successful partnerships between executive directors and board chairs a rarity. With all of this in mind, and with this critical relationship at stake, this blog-post seeks to outline some of the challenges and responsibilities of the executive director / CEO as they relate to the board in general, and the board chair in particular. 

Additional Resources:

What are the Executive Director Responsibilities?

As a whole, the board is collectively responsible for moving the company towards forward progression by directing the company’s affairs. A Non-Executive Director shares many of the same responsibilities as an Executive Director, but he/she is not an employee of the company and is not a part of the executive management team. Non-executive Directors have the same legal duties and potential liabilities as their executive partners.

Regardless of the size of the company, a Non-Executive Director is someone who brings scope to the board, by offering a broad perspective of company and business issues, from someone who is independent from the day-to-day running of the company. Think of the Non-Executive Director as the eyes and ears of the business. The Institute of Directors notes that the Non-Executive Director brings objective criticism to the company.

Additional Resources:

What are the Non-Executive Director Responsibilities? 

As a whole, the board of directors bears a legal responsibility to govern a corporation. Fulfilling that responsibility encompasses many individual roles and responsibilities. Each board member brings different strengths, talents, and abilities to the board. When board members merge their skills toward the mission and vision of an organization, it creates a synergy that makes the whole board greater than the sum of each individual’s contribution. Serving on a board requires time and dedication.

Additional Resources:

What are a Board Member’s Responsibilities?

The Board Chair is often seen as a meeting facilitator. In reality, the Board Chair responsibilities are far greater than that. The Board Chair maintains focus on what is best for the company or organization. He/she facilitates good board leadership and governance and sets the tone for the meetings. Working collaboratively with the CEO or Executive Director, the Board Chair molds the board’s culture and work. An effective Board Chair influences the direction and priorities of the board. It’s an active role that engages the board members, building upon each member’s individual strengths.

Additional Resources:

What is the role of the Board Chair?

The main responsibility of the Corporate Secretary is planning and preparing for meetings. At a minimum, this includes the following five areas: Scheduling, Agendas, Presentations, Executive Liaisons, and Documenting the Meeting.

Additional Resources:

What are the responsibilities of the Corporate Secretary or Board Liaison?

RUNNING AN EFFECTIVE BOARD MEETING

It’s a rare meeting where the board of directors has enough time to accomplish everything that it needs to. Having an established and focused board meeting agenda helps the board maximize accuracy, efficiency, and productivity. Board meeting agendas include items for managing routine business and for tackling special projects.

Additional Resources:

Board Meeting Agenda Format and Template

How to Hold the Greatest Board Meeting Ever

How to Take Minutes at a Board Meeting

What is a Consent Agenda for a Board Meeting

The work of boards is incredibly important but also complex. The work of boards has many potentially destructive forces that haunt them. Boards are plagued by their own forces of destruction, which can wreak havoc on their work. These common board dysfunctions could comprise the “Four Horsemen of the Board Apocalypse,” represented by Waste, Fear, Boredom, and Addiction.

Besides the board dysfunctions described above, it is now more important than ever before that your board of directors is highly engaged in the mission and business of your organization. Over the past decade, the bar has been raised on board performance – it’s no longer sufficient (if it ever was) for board members to simply show up to meetings, nod their heads in agreement, and go home. Your stakeholders want tangible evidence that your organization is fulfilling its mission. Your board members – as the owners of your organization’s mission – are in the crosshairs of this scrutiny. Board engagement is critical. Although engagement is absolutely critical to governance, we still see many of the same mistakes made by boards.

Additional Resources:

The 4 Horsemen of the (Board) Apocalypse

7 Ways to Destroy Board Engagement

In much of life, less is more. This is true when it comes to the length of speeches, weeks of winter, consumption of natural resources, and strokes in golf (to name only a few examples). This is also true in regards to paper in the board room. This prior BoardEffect post offers a valuable framework and lays out some of the key considerations for HOW to manage the transition to Becoming a Paperless Board. Let us take a step back and pause to consider WHY a board would want to hold paperless meetings in the first place. Read more!

Additional Resources:

How to Sell Board Management Software to your Board

Leveraging Technology to Elevate Board Performance

Learn More about using a Board Portal

How to Hold the Greatest Board Meeting Ever

5 tips for opening a board meeting:

  1. Allow time for members to get settled and focused.
  2. Provide a way for members to share what’s weighing on their minds.
  3. Include time for socializing
  4. Clarify each person’s specific role for the meeting.
  5. Take time to formally review and approve the agenda.

5 tips for running a board meeting:

  1. Start and end on time
  2. Ensure full participation, by all members
  3. Favor group discussion over “reporting”
  4. Tap into each member’s unique expertise
  5. Stick to Robert’s Rules for ease and fairness

BOARD MEETING PROCEDURES

Some of the minor duties of the board are so routine that they seem insignificant and perhaps, borderline annoying. The risk in not providing a timely notice of a board meeting is that if all of the directors cannot attend, those who were unable to attend may try to overturn the decisions that were made at the meeting. They may even have the right to demand a second meeting and no one will be happy with that.

The bylaws rule on whether the meeting notice has to be in writing or whether the notice can be sent by electronic or other means. Look to best practices to set a “reasonable” timeframe. This means giving enough time for directors to decide whether or not to attend the meeting and time to prepare documents for the meeting and agenda.

Additional Resources:

Notice of the Board Meeting: Regular and Special

What are the Responsibilities of the Board Secretary or Board Liaison?

What is Board Meeting Protocol?

Planning a Board Meeting: A How-to Guide

The purpose of a quorum is two-fold—to make sure that board decisions are made by majority vote and to prevent a tie-vote of the board members. A common requirement for a board quorum is for 2/3 of board members to be present to conduct official business, though the bylaws may state any number. One of the first duties of the board chair is to determine if a quorum is present. Robert’s Rules of Order Newly Revised offers a suggestion on how to set the rules for a quorum. It states that the quorum “should approximate the largest number that can be depended on to attend any meeting except in very bad weather or other extremely unfavorable conditions.”

Additional Resources:

What Constitutes a Quorum

How to Chair a Board Meeting

What is Board Meeting Protocol?

The board chair is primarily responsible for dealing with motions. To keep things democratic, board members have an equal responsibility for knowing how motions should be managed and for speaking up when protocol isn’t being followed. All board members need to understand the purpose, function, and protocol for various kinds of motions including main motions, subsidiary motions, privileged motions, and incidental motions. Clear motions equal clear actions!

Additional Resources:

How to Write a Motion for a Board Meeting

What is Board Meeting Protocol?

Managing Motions in Parliamentary Procedure

How to Use Incidental Motions

Subsidiary Motions: A List of the 7 Types

Privileged Motions: A Few Types and Examples

The board chair has the responsibility to clearly state a motion before the board. The chair asks for “yea” or “yes” votes and then “nay” or “no” votes. Board members usually give a voice vote, but votes can also be signified with a show of hands, standing to rise, or by ballot. Some bylaws require a vote by roll call. The board chair may elect to retake a vote when the results aren’t clear.

Additional Resources:

Research Report: U.S. Laws Governing Nonprofit Boards and Electronic Voting

How to Write a Motion for a Board Meeting

“When looking for a board portal we reviewed several in the industry. BoardEffect met our functionality requirements equal to each of their competitors. Based on the function and price comparison BoardEffect was easily seen as the best solution. We have been pleased with our implementation and our ongoing support by BoardEffect. BoardEffect has a wide install base that gives them the experience to guide implementation decisions for best practice with their portal.”

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Vice President, Chief Information Officer, Ohio Presbyterian Retirement Services

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Jeremy Barlow

Jeremy is the Director of Digital Marketing at BoardEffect.

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