Meghan Day

Principal Solution Designer

Effective board meetings: 20 key board meeting best practices

Board directors spend 278 hours annually on board activities, a large portion of which is preparing for and attending meetings. Board meetings are crucial forums for strategic discussion, decision-making and governance. However, poorly planned meetings can be unproductive, disengaging, and ultimately hinder an organization’s progress. Leveraging board meeting best practices can keep your meetings on the right trajectory.

This article addresses some of the most common barriers to conducting effective board meetings and critical opportunities to oversee better meetings, including:

• What makes an effective meeting
• Key roles and responsibilities for board meetings
• Critical board meeting procedures before, during and after a meeting
• Essential board meeting best practices to promote productivity and engagement

What makes an effective board meeting?

An effective board meeting drives decision-making, accountability and transparency. While boards should communicate between meetings, gathering in the boardroom allows for deeper discussions and more strategic decision-making about the organization’s urgent issues.

When run according to board meeting best practices, board meetings become the backbone of board effectiveness. They create a space for meaningful discussions and debate, prompt the board to make necessary decisions and allow follow-up on anything previously decided. If you think of influential organizational changes, nearly all trace back to a board meeting.

Board meeting roles and responsibilities

In most organizations, the roles and responsibilities of the board of directors are well-defined and often detailed in the bylaws. However, well-run meetings demand slightly different roles for the board’s key players. These include

• Board chair: The board chair is at the helm of every meeting and is responsible for following board meeting best practices. They set the agenda and collaborate with the corporate secretary to create it. They guide all conversations and decisions using the agenda, ensuring every board member feels heard. They will also call for votes as needed. At every stage, the board chair should advance governance principles and consider whether the board is fulfilling its fiduciary duties.
• Corporate secretary: Ahead of the meeting, the corporate secretary works with the board chair to create, finalize and distribute the agenda and any relevant materials, such as committee reports. Once the meeting begins, the secretary is a steward of governance, taking thorough minutes, tracking resolutions and follow-ups and holding the board accountable for anything they decide during the meeting.

• Committee chairs: Many boards leverage committees to delegate oversight on, for example, board succession planning or finances. As necessary, committee chairs present updates on specific issues to the entire board and discuss committee activities.
• CEO: The CEO attends meetings to give the board insight into the organization’s daily operations. They may present insights into operations, finances or corporate strategy. As the liaison between the board and employees, the CEO should also use meetings to hear directly from the board about critical decisions and policies and how to implement them.
• Board members: Some board members may not have updates to share. However, they still must be engaged. They are responsible for offering strategic oversight, asking questions, and sharing opinions. In discharging that duty, they must also represent shareholders’ best interest. To do so, board members should review materials in advance, be ready to engage in discussions and collaborate with the board to make important decisions.

Critical board meeting procedures

Meetings can feel time-consuming, but many procedures begin before the meeting is even in session. Understanding the key board meeting procedures means looking closely at key activities before, during and after meetings.

Pre-meeting procedures

1. Define clear meeting goals and objectives: Before sending out any invitations, establish the purpose of the meeting. What decisions need to be made? What information needs to be disseminated? Clearly defined goals will guide the agenda creation, time allocation and overall meeting flow.

2. Craft a comprehensive and well-organized agenda: The agenda is the roadmap for the meeting. It should be circulated well in advance, allowing board members to prepare and submit any relevant materials. Include estimated time frames for each agenda item, ensuring important discussions are not rushed while less critical matters receive sufficient attention.

3. Encourage pre-meeting preparation and information sharing: Distribute supporting materials, reports and presentations before the meeting. This empowers board members to come prepared, ask insightful questions and engage in deeper-level discussions.

4. Provide notice of the board meeting: Proper board meeting procedure necessitates that boards give proper notice of a board meeting. A board’s bylaws will outline how many days’ notice they must provide and any conditions or specifications about where the board must place the postings. Posting placement may also include giving notice via email. Boards must also be aware of any state, federal or local regulations concerning notice of board meetings.

During the meeting

5. Establish a quorum: The board must have and document a quorum before asking for a vote on an issue. This is important so that meetings remain fair and democratic. The bylaws will state the rules comprising a quorum to conduct official board business, usually two-thirds of the board members. The two-thirds majority rule prevents a tie vote. The board chair usually states whether a quorum is present, and the corporate secretary records the statement in the minutes.

6. Follow standard meeting procedures: The order of meetings varies slightly depending on what the board needs to accomplish and whether they need to accommodate any pressing priorities. Most boards adhere to a standard board meeting procedure that starts with calling the meeting to order, covering action items and adjourning the meeting.

7. Vote using motions: Board meeting voting procedures often follow Robert’s Rules of Order, which require motions to vote. Types of motions include main motions, subsidiary motions, privileged motions and incidental motions. Most motions need to be seconded and debated before the board votes. Once the board offers up a motion, seconds it and debates it, the board chair restates the motion for clarity. The board chair then asks for any yea votes, then any nay votes and, finally, any abstentions

8. Consider using technology for streamlined collaboration: Use trusted board management platforms to share documents, conduct polls and facilitate remote participation. Ensure all participants are familiar with the chosen technology and have access to the necessary equipment.

Post-meeting procedures

9. Prepare the minutes: Board meeting minutes are important to proper board meeting procedures. Meeting minutes reflect the board’s actions and decisions. After meetings, boards should collect and destroy all meeting notes and scribblings to ensure that notes made during board meetings can’t be misconstrued or misrepresented later in a court of law.

10. Distribute the minutes: Once the minutes are complete, the secretary should share the minutes with the broader board. The secretary may send a meeting minutes email or opt to distribute the minutes via a secure board portal. In either case, this is a crucial step to ensure all attendees have a complete record of the meeting and a reminder of any action items they’re responsible for.

11. Fill and store official records: The minutes should ultimately be uploaded to a secure platform, ideally an encrypted board portal. Keeping minutes secure helps maintain the corporate record and ensures board members can always refer back to the minutes if they have questions about discussions or decisions that arose from a previous meeting.

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Guide to Board Meetings

See a complete list of tips and strategies to make the most of your next meeting.

Discover more

Guide to Board Meetings

See a complete list of tips and strategies to make the most of your next meeting.

Discover more

20 board meeting best practices

Numerous processes coalesce to make an effective board meeting. With the support of the corporate secretary, board chairs must cultivate several skill sets to engage the board in every meeting, including fostering engagement, driving decision-making and enhancing meetings’ overall effectiveness.

Best practices for fostering engagement and active participation

1. Start and end the meeting on time: Respecting the designated timeframe demonstrates efficiency and prevents fatigue, fostering a more focused and engaged environment.
2. Promote active discussion by employing diverse participation strategies: Go beyond traditional presentations and lectures. Encourage open dialogue by soliciting questions and feedback throughout the meeting. Utilize breakout sessions, brainstorming exercises, and role-playing scenarios to stimulate diverse perspectives and active participation.
3. Follow the agenda: While following the agenda sounds simple, meetings can quickly get off track. Board members may have issues on their minds, or planned discussions can take unexpected turns. Board chairs should anchor to the agenda and always redirect the meeting according to it. This respects board members’ time to review the agenda before the meeting and ensures all essential items are covered.
4. Use your time wisely: Keep meetings focused and efficient. Prioritizing mission-critical issues like strategic planning and minimizing time on routine efforts can make the most of the board’s time. Discussing key risks and opportunities will also engage board members more than updates you could communicate in writing outside of a meeting.
5. Ensure all voices are heard and respected: Create an inclusive setting where everyone feels comfortable sharing their opinions and asking questions. Acknowledge and address diverse viewpoints while maintaining respectful and productive discourse.
6. Delegate tasks and leverage individual expertise: Rotate who leads discussions on different agenda items, tapping into the board’s collective knowledge and experience. Assign specific tasks or questions to individual members, fostering ownership and engagement.
7. Create space for relationship-building: Board members spend hundreds of hours on board-related activities each year. Having strong relationships with each other can make the difference between being productive and wasteful. Create space for connection before or after meetings; stronger relationships can lead to more dynamic meetings.

Best practices for facilitating effective decision-making

1. Clearly define the meeting’s purpose: What is the meeting for? Board chairs and corporate secretaries should determine the primary objective of each meeting and share it with attendees. This can focus engagement and decision-making around the most mission-critical items on the agenda, helping the board focus on key decisions.
2. Provide clear and concise information relevant to the agenda: Discuss factual data and well-considered analysis. Avoid overloading the board with unnecessary details that could hinder clear decision-making.
3. Use context and data: Risks and opportunities don’t exist in a vacuum. Whether a board will opt to mitigate or embrace a risk has everything to do with the context surrounding that risk. Equip board members with relevant background information, reports and metrics to support more proactive, informed decision-making.
4. Encourage critical thinking and open debate: Create an environment where diverse perspectives are welcomed and openly discussed. Allow time for reasoned debate and exploring potential alternatives before reaching a decision.
5. Ensure voting processes are fair and transparent: Uphold established board meeting best practices, procedures and voting guidelines, ensuring all members understand the decision-making process.
6. Foster consensus, but know when it’s time to vote: Gaining the approval of all board members is ideal but not always realistic. While encouraging discussion toward consensus during the meeting matters, chairs shouldn’t let the group get stuck. Use motions and votes to move forward if the conversation becomes circular or if board members are unlikely to evolve their point of view.
7. Document decisions clearly and comprehensively: Assign a dedicated individual — often the corporate secretary — to take detailed minutes, accurately capturing all critical decisions, action items and next steps.

Best practices for board meeting effectiveness

1. Distribute the agenda before the meeting: Reviewing the agenda at the start of each board meeting is a poor use of members’ valuable time. Sharing the agenda before the meeting gives attendees time to review each item and prepare their initial thoughts. This fuels meaningful discussions rather than wasting time waiting for each member to think through their point of view.
2. Seek feedback from board members and participants: After each meeting, gather feedback through surveys, anonymous polls or facilitated discussions. This feedback will help identify areas for improvement and ensure the board is meeting the needs of its members and the organization.
3. Follow through with accountability: Assign clear responsibilities and timelines to implement decisions. This creates an accountability paper trail, but board members can encourage each other’s follow-through. Without it, directors may struggle to mobilize on discussions or decisions, turning otherwise impactful meetings into wasted time.
4. Review and adapt meeting agendas and structures based on feedback: Be open to adjusting your approach based on ongoing feedback. Consider incorporating different formats, technology platforms or participation strategies to enhance the board’s effectiveness.
5. Regularly review and update relevant board meeting procedures and policies: Ensure that governance policies and board meeting best practices are current and reflect best practices. Revisit and update these documents regularly to maintain optimal board performance and effectiveness.
6. Send detailed meeting follow-ups: The best meetings are packed with discussions, debate and decision-making, often accompanied by post-meeting tasks for each board member. Succinct but specific meeting-minute emails keep the contents of each meeting fresh and hold the board accountable for anything they agreed to.

Boost board meeting efficiency with technology

Corporate secretaries and governance professionals can foster a culture of effective board meetings by following concrete board meeting best practices. The well-organized, engaging and productive meetings that result will help drive effective governance, strategic decision-making and, ultimately, the organization’s success.

However, best-practice board meeting procedures alone won’t transform disorganized meetings into decisive meetings of the minds. Agendas and board materials often take hundreds of hours to prepare. Meeting minutes are equally intricate, requiring specific protocols to support board effectiveness and comply with regulations.

Diligent Boards, part of the Diligent One Platform, is designed with board meeting best practices in mind. Boost the quality of your board meetings with:

• Streamlined minute-taking, distribution and review
• Integrated AI to summarize and compare board materials, build agendas and draft disclosures
• Faster agenda creation, including user-friendly templates and a drag-and-drop interface
• Simple and secure voting tools
• Centralized reporting so boards can quickly review enterprise-wide risk ahead of meetings

Start transforming your meetings with Diligent Boards today.

FAQs

Who is responsible for ensuring board meeting procedures are followed?

The board chair or president is typically responsible for ensuring that board meeting procedures are followed. They guide the meeting according to the organization’s bylaws, governance policies and any adopted rules of order (such as Robert’s Rules). The executive director and board secretary also play key roles in supporting compliance, distributing materials and documenting proceedings accurately.

What is the proper order of a board meeting?

The typical order of a board meeting follows a structured agenda and includes:

1. Call to order
2. Roll call or attendance
3. Approval of previous meeting minutes
4. Reports (e.g., financial, executive, committee)
5. Old business (unfinished items from previous meetings)
6. New business (new motions, proposals, or topics)
7. Adjournment

This format may vary slightly based on the organization’s bylaws or rules of procedure.

What happens if a board meeting does not follow proper procedures?

Failure to follow proper board meeting procedures can lead to confusion, legal risks and governance issues. Decisions made without quorum, required notice or correct voting processes may be challenged or deemed invalid. To protect the organization and its directors, it’s important to adhere to established procedures and document all actions clearly.

Do all boards have to follow Robert’s Rules of Order?

No, not all boards are required to follow Robert’s Rules of Order, but many choose to adopt them — or a simplified version — as a standard for structured, fair and efficient meetings. Whether Robert’s Rules apply depends on the organization’s bylaws or governance policy. Boards should agree on and document their chosen rules of procedure.

How should conflicts of interest be handled during a board meeting?

Conflicts of interest should be disclosed as soon as they arise. The conflicted board member should recuse themselves from discussion and voting on the matter to maintain transparency and integrity. Proper documentation of the disclosure and recusal should be included in the meeting minutes, in line with the organization’s conflict of interest policy.

How are board meeting minutes supposed to be recorded and approved?

Board meeting minutes should be recorded by the board secretary or a designated individual during the meeting. Minutes must be factual and objective and include key decisions, motions, votes and assigned actions. Draft minutes are reviewed at the next meeting, where they may be amended and then formally approved by a vote, becoming the official record.

How far in advance should board meeting materials be sent?

Board meeting materials should be sent at least five to seven days in advance to give members adequate time to review reports, proposals and the agenda. For more complex or strategic discussions, sending materials 10 to 14 days ahead can improve preparation and decision-making. Timely distribution supports transparency, efficiency and informed participation.