Understanding Board Meeting Procedures

The terminology and pace of a board meeting can easily confuse meeting participants or observers who are unfamiliar with board meeting procedures. For some, it can be like learning a new language or a new technique. Both of those things come easier for some people than others.

Boards must accomplish much during the space of a board meeting. It’s crucial for boards to prioritize board discussions and use board meeting procedures to handle board issues in the most efficient way possible. The facilitator plays a crucial role in using the agenda and board meeting procedures as tools to help the board accomplish its duties and keep the meeting moving along smoothly. The bylaws provide the foundation and the parameters for the meeting.

Every board meeting begins with a good agenda. Robert’s Rules of Order or some other type of parliamentary procedure provides a mechanism to help the board chair have a basis for rules and order. When used effectively, board meeting procedures prime discussions for full participation and meaningful input by all members.

In recent years, technology has provided board members with software solutions that have streamlined board director duties and responsibilities. In addition, board management software solutions help boards maintain compliance with legal matters, ensure accuracy and create efficiency.

Importance of the Agenda

Board meetings don’t come off without a lot of pre-meeting planning. Board secretaries and the board chair typically do most of the preparation for board meetings. It’s best to get the agenda out to all board meeting participants at least two weeks before the meeting to give them time to ask for changes or additions to the agenda. Committee reports should be coming in at about the same time, but they often take a bit of nudging by the secretary or the board chair. It’s important for board members to get all of the information they need at least a week before the meeting, so the board has time to review it thoroughly and to ask any preliminary questions.

On some boards, board members make a habit of failing to RSVP for meetings. If this practice is allowed to continue, it can be difficult to determine ahead of time if the board will have a quorum and be able to conduct official business.

Standard Board Meeting Procedures

Board chairs have the ability to develop the agenda as they see fit. Some boards use their executive committees to prioritize agenda items. Each item on the agenda is either an informational item or an action item. Following is a list of common meeting agenda items in proper sequence along with a brief explanation:

Call to order. This is a brief statement by the board chair officially calling the meeting to order. The chair may also state the time of the call to order so that the minute-taker can record it in the minutes.

Approve the meeting agenda. In some meetings, the board chair will call for a vote to approve the agenda. This is an important step because it gives board members a chance to add any additional items to the agenda before the board gets into the agenda. Once the meeting formally begins, the agenda cannot be changed, and the board would have to table certain items until a later meeting.

Approve the minutes of the last meeting. In a perfect world, board members would have reviewed the board minutes and asked for any corrections needed prior to the meeting. This point in the meeting gives members an additional opportunity to ask for corrections in the minutes before the board approves them.

Financial and business reports. At this point in the agenda, the treasurer and the CEO or executive director give a written or oral summary of their reports and the board chair offers the board the opportunity to discuss the reports and to ask questions.

Committee reports. At this point in the agenda, committee chairs have the opportunity to present a report of the work they’ve done since the previous meeting. Board members can then ask questions of the chair.

Unfinished business. Under old business, there may be a short list of high-priority items that the board tabled from the last meeting. Providing an opportunity for old or unfinished business on the schedule gives the board an opportunity to finish previous discussions, make final decisions and tie up loose ends.

New business. The section under new business includes a list of new items that the board needs to address. These are items that the board hasn’t previously discussed. Generally, a board member makes a motion to act on something, which opens up discussion on the item.

Open dialogue. Not all boards provide an opportunity for open dialogue. Those that list this item on the agenda give their board members an opportunity to bring up basic informational comments over upcoming events or reminders of other activities. It’s not intended to be a never-ending open forum that unnecessarily elongates a meeting.

Public participation. This item provides an opportunity for any members of the public to make comments to their board. Typically, the board sets a time limit for their comments and they don’t respond openly to comments or suggestions.

Announcements. At this point in the agenda, board directors have an opportunity to make announcements of upcoming events, note any cause for celebration, and acknowledge any awards or special achievements by board directors.

Confirm next meeting. Agenda preparers usually note the date, time and location of the next board meeting directly on the agenda. Some boards make a custom of adding this to the agenda and announcing it at the meeting.

Adjournment. As the final agenda item is completed, the board chair calls for a motion to adjourn. After a second with no opposition, the board chair declares the meeting adjourned.

BoardEffect’s board management software program vastly cuts down on pre-meeting preparation, which carves out more time to ensure that meetings will run smoothly. BoardEffect’s program provides an easy-to-use platform for preparing board agendas and compiling board books online. Agenda preparers can easily attach board reports, committee reports and other pertinent information. Using this platform, agenda preparers can also add electronic links to various items on the agenda for additional explanation or information. BoardEffect incorporates state-of-the-art security technology to ensure that board business remains private and confidential at all times.