Why Should Boards Establish Protocols for Board Meetings?
Imagine a large meeting in which there are no rules, and no one is sure who is in charge. It would certainly be complete and utter chaos. It would be difficult for everyone who has something to say to participate. Such a group could accomplish nothing of value.
Protocols create efficiency and help keep order during meetings. Once boards establish protocols, everyone knows what the rules are, and everyone plays by the same rules. If questions should arise about how to do things, established protocols serve as a guide. Most importantly, protocols ensure that board votes are legal and ethical.
What Kinds of Things Are Considered Board Meeting Protocols?
A variety of different processes can be considered meeting protocols. Essentially, meeting protocols are any official procedure or system of rules that guide meetings.
Here is a list of some of the meeting protocols with which board members should be acquainted:
Articles of Incorporation
One of the first steps in forming a corporation or other organization is to write the Articles of Incorporation. The Articles of Incorporation is a formal document that outlines the basic rules that govern a company. This document lists the name and principal address of the organization and includes a broad statement about the organization’s purpose. State governments require the name and address of the registered agent and the registered office, which is the person responsible for all legal matters. Other things that are listed along with the Articles of Incorporation are the names of the initial incorporators, the names of the initial board of directors, and information about the number and type of shares of stock, if applicable.
An organization’s bylaws contain the provisions that outline how it conducts its affairs, the duties of the board and officers, describes how they hold meetings and maintain records, how they manage sales and transfers of stock, and other practices and procedures. The bylaws may have other protocols listed in them, such as a Code of Ethics, a Whistleblower Policy and a Conflict of Interest Policy.
Standing rules are similar to the bylaws, but they serve a different function. Standing rules further supplement and clarify the bylaws. Typically, standing rules are rules or resolutions that only deal with administrative issues and fall under the umbrella of the organization’s bylaws.
An agenda details the items for board discussion at each meeting. Boards generally identify the necessary items that they need to discuss and approve at various times of the year and prioritize those items on their agendas. The rest of the agenda items pertain to any urgent matters and other matters that will help the board in achieving their goals and objectives according to the strategic plan. Well-planned agendas ensure that boards continue to serve their mission, remain in legal compliance and address all important matters in a timely manner.
The board secretary takes notes during board meetings as an official record of the meeting. Meeting minutes follow the items on the agenda. This document describes the board’s actions and decisions and may be called into evidence for legal proceedings. The board president and secretary sign the meeting minutes to make them official.
The most common parliamentary procedure is Robert’s Rules of Order. A meeting facilitator uses parliamentary procedure to run board meetings. This protocol is composed of a body of rules, ethics and practices that govern meetings. Board directors make motions to set up discussions for the items on the agenda. The meeting facilitator, or board chair, handles the motions according to the rules. This process helps the board chair to keep the meeting running smoothly, orderly and under control. The basis of parliamentary procedure is to include the rule of the majority while still giving respect for the minority.
Code of Conduct or Code of Ethics
Most organizations create a code of conduct and make it part of their bylaws. The Code of Conduct is a set of rules that state the principles, values, standards and rules of behavior that guide the decisions, procedures and systems that contribute to the good of the organization and its stakeholders and constituents. A Code of Conduct is a common code that outlines the organization’s expectations for its employees.
Meeting Facilitation Protocol
Meeting facilitation protocols largely follow Robert’s Rules of Order, but there are a few things that are standard practices that are part of good meeting facilitation. Experienced facilitators recognize each speaker before they’re allowed to speak. Only one person speaks at a time. Board members must confine their comments to the current agenda item and they must address all comments to the board chair. The board chair should encourage all members to participate in the discussion and should try to draw out as many perspectives and opinions as possible on both sides of an argument. Facilitators should prohibit side conversations and address any situations in which members verbally attack others. Meeting facilitator protocols support respect for all members obeying the rules.
Best Practices for Good Governance
Good governance pertains to protocols for running businesses and organizations that respond to the current and future needs of the organization and take the best interests of all stakeholders into account. The major characteristics of good governance are that it’s participatory, consensus-oriented, efficient, effective, accountable, responsive, transparent, equitable, inclusive and it follows the rule of law. Best practices for good governance help to create a culture of excellence in the boardroom.
Board Management Software Supports Board Protocols and Good Governance
Efficient, effective board meetings encompass many different sets of protocols. A board management software system by BoardEffect is an excellent tool for storing all important documents, policies and protocols safely in the cloud. Board members can access any protocol they need every day of the year and round the clock. The application is user-friendly and mobile-friendly, making it a highly convenient governance tool. The program features granular permissions so that users can only access the parts of the board portal that they actually need.
Board meetings can’t run without useful protocols and BoardEffect is the best tool for documenting them.