As board members arrive at the board meeting, they may not be aware of how many hours the board secretary has already put in to prepare for the board meeting. The board secretary has five main duties to prepare for a board meeting:
- Prepare the agenda
- Assemble the minutes
- Gather the reports
- Identify the decisions the board needs to make
- Distribute the agenda
While those duties seem pretty simple and straightforward, each duty requires the board secretary to do one or more tasks. One of the biggest challenges in planning the board meeting is tracking the board members down to get information from them, so that the other duties can be performed. Some of the duties are time-sensitive and when board members fail to respond to the secretary in a timely manner, it costs the secretary extra hours in preparation.
Schedules and Calendars
Schedules and calendars are the board secretary’s best friend. Board secretaries often set up board and committee meeting schedules a year in advance. The board secretary may wish to print and distribute a notice with a calendar of dates for the coming year or manage and distribute out of a board portal. The notices should also include the locations and time of the meetings. It may help to add a reminder at the bottom of the notice for board members to add the dates to their calendars. The board members and committee members should review the dates to see if they have any known conflicts. If necessary, meeting dates can be changed if approved by the board.
It’s helpful for the board secretary to maintain a continuous board meeting planning file. The secretary can add items to the file as they arise, so they are handy for planning the agenda. This includes all items that the board needs to make decisions on including events, issues, and shareholder agreements.
Most venture-financed companies or other private companies require that agreements be approved by the board at specific intervals. Shareholder agreements should be priority agenda items. The CEO/executive director, CFO, board secretary, and board chair should maintain a list of the required shareholder agreements to make sure they are added to the agenda for board approval in a timely manner.
Planning the Agenda
Management Planning Meeting
The first step in planning the board meeting is to gather pertinent information from the management team. At least two weeks prior to the board meeting, the board secretary should call a meeting with the CEO/executive director, and CFO. Setting up this meeting should signal the CEO/executive director to contact the board chair to see if there are additional items that the chair wants added to the agenda.
The management team should pull actionable items from their continuous files for inclusion in the agenda. The board secretary may also want to email the board members to see if they have any items to add to the agenda.
The Secretary will then prepare a first draft of the Board Agenda which should include:
- Call to order
- Approval of agenda
- Approval of minutes
- Old business items
- New business items
- Open dialogue
The board secretary should have a brief meeting with the CEO or executive director to review the reports for accuracy and appropriateness. They should also double-check the agenda to make sure that all items that require board approval and decision-making are included on the agenda.
Circulating the Agenda
The board secretary should distribute the agenda as soon as it is prepared, and preferably no later than five days before the board meeting. Board members who will be making reports should be encouraged to submit them to the secretary within one week of the meeting so they can be distributed along with the agenda. Board meetings can be expedited when board members have had time to review them prior to the meeting. Using a board portal or board meeting software (like BoardEffect) can greatly simplify tasks like circulation of documents.
Formal Notice of Meeting
Some organizations require a formal or public notice of the meeting. This can be due to legal requirements or bylaw requirements, or to comply with an Open Meetings Act.
The board secretary should prepare a formal notice that includes the date, time, and place of the upcoming board meeting. The notice should be posted in a public place or online as required by the bylaws. The notice should be posted according to the timeline as stated in the bylaws.
Chairman and CEO/Executive Director Pre-meeting
The chairman and the CEO or executive director should meet at least one day prior to the board meeting to discuss items on the agenda and to flag important issues. They may also discuss any items that may arise unexpectedly so that the chair can keep the meeting moving smoothly.
None of the duties in planning a board meeting are difficult in their own right, yet collectively, they resemble a big puzzle that can be complicated. When all of the pieces interlock nicely, planning the meeting works like clockwork. Tools like board portal software can greatly simplify and improve these governance practices.
The board secretary relies on calendars, schedules, and follow up as tools to plan board meetings. By performing these duties with consistency, a board secretary can effectively train the management team and board members to respond in a timely manner, which will make administrative duties efficient and with less stress.