Effective Board Meetings

The Business Dictionary defines a board meeting as a ‘formal meeting of the board of directors of an organization, held usually at definite intervals to consider policy issues and major problems. Presided over by a chairperson of the organization or his or her appointee, it must meet the quorum requirements and its deliberations must be recorded in the minutes. Under the doctrine of collective responsibility, all directors (even if absent) are bound by its resolutions.’

In simpler terms, a board meeting may be described as a gathering of a company or organization’s board of directors where facts are presented on past performance and decisions made as to the future course of action.

Although the primary reason for a board meeting is to facilitate decision making by board members, they also satisfy a number of additional functions. Board meetings provide a forum where:

  • Members of the board can focus on their role and responsibility within the organization.
  • Problems can be identified and plans can be formulated for the future.
  • Board members can be encouraged and motivated for the benefit of the organization.
  • Ideas are shared, discussed and then either discarded, enhanced or implemented.
  • Accountability can be assigned for various important tasks.
  • Members are updated on relevant issues.

The board is made up of the directors of any particular organization. At the very least, members will include a President, Vice President, Treasurer and Secretary. In addition, there may be other individuals that are usually termed advisors to the board. Members are often characterized by their relationship to the organization.

How to run a board meeting

A carefully planned agenda is fundamental to the success of any board meeting. It should be a short document that outlines the content of a meeting and sets the tone and pace in advance. A great agenda will clearly articulate the topics to be discussed, identify the persons who will lead individual discussions and will assign reasonable time to each topic, while ensuring that sufficient time is allocated for voting to take place on any issues.

Board meetings are not the places for surprises. The agenda should be effortlessly clear about topics to be covered. This allows everyone to prepare well in advance. Topics on the agenda should be ordered in terms of importance. There is little point in leaving the most pressing issues to the end of the meeting, when you may find that integral members of the board have to dash off should discussions overrun.

The agenda should be circulated to attendees in advance. This allows board members to provide feedback if they would like to schedule additional topics for discussion. If a board report is prepared in advance, ensure that the expectation is set that all attendees read the information prior to the meeting. With the exception of the financial review that should be present in every board meeting, you should not expect to read the report on the day. Written text provided before the event should merely provide a backdrop to discussions.

Paying attention to the little details is also important. Naturally, the date and time for the meeting should appear on the agenda, along with any contact and dial-in details.

The Format of Successful Board Meetings

Despite the variation in possible topics and the need to avoid stuffy boilerplate templates, board meetings will normally include:

  • Attendance
  • Minutes from previous meeting
  • Treasurer’s or Finance Committee report
  • Old Business
  • New Business
  • Other Business
  • Review of actions
  • Next Meeting
  • Adjourn

Scheduling/Venue selection

The schedule of board meetings should be agreed at the end of each meeting. A firm date for the next meeting is always advisable with a tentative date penciled in for the second.

As for venue, a board meeting doesn’t necessarily have to be held in a board room. Informal board meetings can also be held in coffee shops and restaurants. Research venues beforehand and agree upon 4 possible alternatives for the next venues, this way if one venue is overbooked, you can choose from one of the other previously agreed upon venues without having to check in with the board.

While meeting in person is always the best option, modern digital communications have made it possible for attendees to dial into to meetings from any number of global locations. If it is impossible for all members of the board to meet, be sure to choose a venue with the right audio/visual capabilities so that the board members who couldn’t attend in person can attend virtually.

Board Meeting Protocol

The protocol for board meetings is usually detailed in an organization’s articles of incorporation. Many aspects of meeting requirements can be amended at the request of shareholders. Meetings are conducted at intervals that may vary between monthly and bi-yearly.

Meetings are not required to take place in person. The majority of corporate statutes require only that the members have interacted in a deliberative fashion. That may be via teleconferencing or video-based meetings hosted in the cloud.

Votes undertaken at board meetings are subject to the requirements of quorum. This means that a specific number, usually at least half, of directors must be present at the time a vote is made. A majority vote in favor of a particular action is required for any vote to result to result in action by the board.

In many cases, it is a legal requirement for minutes to be taken during the course of board meetings. Even when the taking of minutes is not mandatory, they are considered advisable since they serve to provide a useful record of topics discussed and actions agreed.

After a Board Meeting

Following the completion of a board meeting a number of actions may be taken:

  • Circulation of the minutes to attendees and those who were unable to attend.
  • Report significant actions and decisions to employees as deemed appropriate.
  • Provide summary of report to shareholders.