The Easy Guide to Understanding Board Procedure
If you’ve attended a board meeting for the first time, you may be surprised at just how much happens there in the space of a short time. You might also have come away from it with a new appreciation for the full weight that board members carry as they make decisions.
If you are setting up your initial board procedures or if your meetings have become a little too comfortable, here’s a quick overview of board procedures to keep you on track.
You’ll get the most help from these two tools—your bylaws and Robert’s Rules. Your bylaws will spell out a lot of the semantics regarding rules and restrictions for board meetings. Robert’s Rules, which is also known as parliamentary law, will spell out the mechanics of running and participating in a meeting.
Frequency of Meetings
Your bylaws should state the frequency of the meetings. Board meetings are usually held on a monthly or quarterly basis. The bylaws may also clarify the day of the month. For example, the bylaws might indicate that the board meetings are always held on the third Thursday of the month or on the 15th of the month.
Attendance and Communication
The bylaws should also state rules for whether board members may attend via teleconference, videoconference, or if they are required to attend in person.
Board member attendance is important for a couple of reasons. When board members fail to attend meetings, decisions may be made without their expertise. That defeats the purpose of having a diverse board. If too many members fail to attend, the board may not reach a quorum. The bylaws will dictate the number of members that constitutes a quorum and may have some other restrictions regarding when voting may or may not be valid.
Some bylaws require board members to attend at least two regular or special meetings. Board members that fail to comply with the two-meeting rule may be asked to resign from the board.
Tasks Before the Board Meeting
Many of the semantics regarding board meetings need to occur before the board meeting ever starts. The board secretary and board chair play key roles in making sure that everything is in place for an effective board meeting.
It’s not uncommon for committee chairs to wait until the last minute to submit their reports. The board secretary usually needs to nudge other board members that are anticipated to have committee reports to submit to the board.
The secretary may also need to follow up on board members that have not responded to the RSVP. Remember that little or no business can occur unless there is a quorum. The board secretary will also need to send out a separate invitation to speakers, presenters, or other important guests.
The secretary will also need to ask for items to be added to the agenda and send out a draft of the agenda to board members for a review. This step should be taken at least two weeks prior to the actual board meeting.
If needed, the agenda can still be changed at the start of the meeting by a vote of the members.
Standards for the Agenda
There is a standard format for the agenda that is a generally accepted practice. Board members have the ability to deviate from the standard format by designating variances within their bylaws.
Every item on the agenda is an informational item or an action item. Here’s a standard sequence for meeting agenda items:
- Call to order
- Approve meeting agenda
- Approve minutes of last meeting
- Financial and business reports
- Committee reports-discussion and action
- Old business
- New business
- Open dialogue
- Public participation
- Announcements
- Confirm next meeting date/time/location
- Adjournment
Consent Agenda
Perhaps the biggest deterrent in recruiting board members is the fact that board meetings eat up so much of their personal time. For this reason, it’s important to keep board meetings moving without compromising valuable discussion time or moving on important action items. Adopting a consent agenda to handle routine matters is a good way to prioritize most important matters.
The bylaws will state which items are allowed to be part of the consent agenda. These will typically be matters where there tends to be no opposition and that don’t require any discussion. This can include such items as the executive director’s report and the financial report. If a member has a question on a consent agenda item, that item can be moved to another part of the agenda by a vote of the members.
The consent agenda is usually vetted by the executive committee and recommended for adoption by the board at a full board meeting. The full board then only needs to read and approve the consent agenda before moving on to the next item for business.
The Significance of Board Resolutions
A resolution differs from a motion in that it states an action that the board has approved and states the reasons for taking that action. Resolutions are sometimes used for publicity reasons or to indicate that the board is complying with the organization’s mission. Resolutions typically use very formal language. For example, “Whereas it is the responsibility of the board to remain financially stable….”
Here are some of the reasons that board members might adopt a resolution:
- A new member is voted to the board
- Expand, hire, or let go a large number of workers
- Sell shares
- Buy intellectual property rights
- Make a major decision
Adopting a resolution is a way to get a formal statement into the board minutes for recordkeeping purposes.
Robert’s Rules of Order
In addition to understanding the semantics of board procedure, it’s important for all board members to understand the mechanics of Robert’s Rules. This includes knowing how to make, second, debate, and vote on motions. While board members should understand the basics, they should also know where to find Robert’s Rules and work on increasing their knowledge of parliamentary procedure.
Board meetings run effectively and smoothly when board procedures and parliamentary rules are followed by everyone. The end result is that the board members gain satisfaction in knowing that they have accomplished all of the important stuff in a short timeframe. The organization, its stakeholders, and its shareholders, are the ultimate beneficiaries of their work.
