Board Meeting Etiquette: Abiding by the ''Board Code''

Nicholas J Price
If you currently serve on a board of directors or are considering serving on a board of directors, you need to know that there is a ''board code,'' and included in this code is the importance of board meeting etiquette. Etiquette is a code of behavior that defines social behavior in a particular setting. Because of the frequency with which boards gather, a sort of kinship develops as board members become acquainted with one another. Board etiquette is a set of unwritten rules that conforms to the norms of boards of directors. Board etiquette covers the behavior that board directors expect of themselves and of each other before, during and after the meeting. Board etiquette includes some general words of wisdom that help board directors keep meetings productive and on-task, which, in turn, can help them avoid potential embarrassment.

How to Handle Etiquette Before the Meeting

Every board director has duties to perform before the board meeting begins, whether they are officers or not. The board secretary does much of the planning work, and there is a lot that the directors can do to make that job easier. The bylaws typically state who can call a board meeting; this is usually the board chair or board president. About a week before the meeting, the board secretary should ask board members for any items that they want added to the agenda. The board secretary sends the completed agenda out about four or five days before the meeting with a request for any additions, deletions or corrections. The board agenda should be clear, concise and relevant. The agenda should include the date, place and time of the meeting, along with a list of agenda items in the order they will be addressed during the meeting. This generally includes calling the meeting to order, reading the minutes, officer reports, committee reports, old business, new business, and adjournment. Where appropriate, the agenda may also include items for open dialogue or public participation. In addition to the agenda, the board secretary gathers copies of the prior meeting's minutes, the CEO report, committee reports, the financial report and any other documents that the board directors need to make informed votes. For companies that are not using a board portal, which is recommended to ensure the security of pertinent information, the board secretary sends out the final packet a few days before the board meeting; the board secretary should also have extra copies of documents on hand at the meeting. The board secretary should also confirm attendance to make sure that there will be a quorum to vote and conduct business. The treasurer and the CEO or CFO should review the financial report prior to the meeting and be prepared to answer any questions from the board. The report should be written in a clear, understandable format. Board directors need to make time in their schedules to read all documents in advance of the meeting. No one should be reading the prior meeting's minutes or other reports at any time during the meeting unless it's to point out information in those documents during the discussion. Board directors should always plan to arrive early so that the meeting can start on time. Latecomers should not expect a briefing of the items they missed due to tardiness.

Board Basics During the Meeting

Quorums were designed to keep boards balanced and democratic, so establishing a quorum is often the first order of business. The secretary has the responsibility to notify the board chair if they are not likely to have a quorum. The board chair holds the responsibility for establishing and announcing the existence of a quorum, as defined in the bylaws. The rest of the directors should hold the board chair accountable for adhering to conducting business with or without a quorum present. Once the quorum is established, the board chair should offer thanks to any board directors who made special contributions since the last meeting. The board chair should give a short speech about the board's role in adhering to the mission. The talk may also include an anecdote about someone who benefitted from the organization. Also, the CEO usually gives a short speech that includes an update on strategic planning. The board chair should keep the meeting focused on key, strategic decisions, which is not always an easy task for the board chair, who must also encourage the board directors to present diverse perspectives. The board chair also needs to remind directors to openly state any conflicts of interest. Board etiquette is also a factor as board directors approach voting. Each director should listen to all sides of arguments and fully represent members or stockholders when placing their votes. It is unethical for board members to use their positions as directors to further their private interests or investments. Before the close of the meeting, it's customary for the board chair to thank the board of directors, the host, and any guests. The chair should also provide a summary of next steps and remind the directors of the date, time and location of the next meeting.

The Board Meeting Is Over - Now What?

It may seem unnecessary that much of the work for the board directors begins when the board meeting ends. However, board directors should note any tasks that they need to follow up on, including scheduling and prepare for committee meetings. Any updates should be tracked properly. Notes should be reviewed in preparation for the next meeting. This should be done so that action points can be followed up on properly. All sensitive matters should be handled confidentially and the proper security precautions should be followed to avoid any leaks.

Best Practices for Board Etiquette

There are no hard-and-fast rules for ''board code,'' but best practices have developed over time that guide well-run boards.

Preparing the Meeting Space

Board meeting spaces should be clean, quiet and comfortable. Check to make sure that there is good air flow, and that the temperature is comfortable. The board chair should allow a short time for quick introductions. It also helps to have largely printed name plates or name tents for each member of the meeting. Set paper and pens in front of each chair for jotting notes, although it is recommended to go digital. A board portal will ensure that all notes and documents are in a secure location, safeguarding against things being misplaced or lost. Set out a carafe of water and cups in the middle of the table or on a nearby credenza. Seat the chairperson at the head of the table with the board secretary to the left and the board president to the right of the chairperson.

General Tips for Good Etiquette

Start and end the meeting on time. This practice shows respect for the board directors' time and discourages latecomers. Keep committee reports succinct and to the point. Don't try to garner a consensus on a vote before a meeting and certainly don't do it directly outside the boardroom or hold up the start of the meeting with ex parte discussions. Don't interrupt a speaker regardless of how important your point is. Wait your turn and seek permission from the board chair to speak. The exception to this etiquette rule is if the board secretary has a question about including something in the minutes. Board directors should be alert and attentive during meetings. Turn off cell phones or put them on silent. Only take a personal call during an emergency, and if you need to take it, step out into the hall. Business calls should not interrupt board meetings either, except in important or unusual circumstances. It's acceptable for someone to deliver a message to the board secretary, who may decide if it's important enough to pass along to the board chair during the meeting. Board discussions can be contentious because of the requirement for diverse views and opinions. Even seasoned board directors can occasionally become so passionate about an issue that board etiquette goes by the wayside. On those rare occasions, apologies are always in order.

Wrapping Up Board Etiquette

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