Kezia Farnham

Senior Manager

Board-meeting etiquette: Abiding by the “board code”

Directors dedicate 278 hours annually to board activities, a large portion of which is spent on preparing for and attending meetings. Given the significant time directors log before and after meetings, the board meeting etiquette component of the board code is essential.

Etiquette is a code of behavior that defines social behavior in a particular setting. Because boards gather frequently, a sort of kinship develops as board members become acquainted with one another. Board meeting etiquette is a set of unwritten rules that conform to the norms of boards of directors. Though these “rules” set a productive stage for the many issues, policies and guidelines the board covers in every meeting, they’re part of a larger board meeting protocol and essential to good corporate governance.

Here, we’ll explain:

• What board meeting etiquette is
• Why good meeting etiquette matters
• Board meeting etiquette essentials before, during and after a meeting
• Virtual and role-based etiquette
• Tips for putting your best etiquette foot forward

What is board meeting etiquette?

Think of board meeting etiquette as the playbook for each meeting. This playbook defines the organization's steps to plan and carry out a board meeting. Every business might prepare for and execute their meetings differently, but what’s important is that everyone in attendance is on the same page about what’s expected of them before, during and after the meeting.

This includes the rules and procedures board members, corporate secretaries, and guests must follow, but, perhaps most importantly, it features the etiquette all attendees must respect to create a productive environment for every item on the agenda.

Why does good board meeting etiquette matter?

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 safely encourage different points of view. Diverse perspectives in the boardroom are productive when board directors enjoy a sense of trust and can expect acceptance and cordiality from their peers, who may disagree with their perspectives.

The New Yorker business columnist and author of “The Wisdom of Crowds,” James Surowiecki states, “Diversity and independence are important because the best collective decisions are the product of disagreement and contest, not consensus or compromise.” Surowiecki's philosophy is that numerous minds working together are exceptionally accurate when they come together for the purpose of answering and solving certain types of questions and problems.

Board meeting etiquette isn’t just about who speaks when either. Board members should ensure they’re following proper conduct of board meetings before, during and after the meeting.

Board meeting etiquette starts before the meeting

Meeting etiquette is important during meetings, but it actually begins before the meeting is called to order. Board directors should demonstrate that they came to the meeting prepared to work by arriving early. Take a few minutes to use the restroom, get a glass or a bottle of water, choose a seat, and open up the board book and other materials.

Prepare an agenda

About a week before the meeting, the board secretary should ask board members for any items they want added to the agenda. The board secretary sends the completed agenda out about four or five days before the meeting, requesting 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.

When should you send the agenda?

Agendas are nearly always sent out ahead of time. Board directors should review the agenda and any reports or other materials and become familiar with the agenda items, so they will be prepared to ask questions, make comments and participate productively in discussions. Conducting a thorough agenda review also gives board directors time to request additional materials in advance of board meetings, if needed.

Uploading and distributing the agenda via a board portal can make it easier for boards to log in, view the agenda, review past meeting minutes and RSVP.

Prepare, distribute and review relevant documents

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 not using a board portal, 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.

Companies that do use a board portal can automate many of these activities. Corporate secretaries can work within the board portal to distribute meeting minutes and agendas, communicate securely with board members and even facilitate board voting – all of which is especially important to uphold board meeting etiquette in advance of a meeting.

The treasurer and the CEO or CFO should review the financial reports before 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 before the meeting. No one should be reading the prior meeting’s minutes or other reports at any time unless it’s to point out information in those documents during the discussion.

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Master meeting prep etiquette

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Master meeting prep etiquette

Prepare and distribute agendas and review past minutes easily, all in one governance platform.

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Arrive on time

Staying on schedule should go without saying. However, boards are increasingly dispersed; it’s all too easy for technology to misfire or a delayed flight interfere with the board meeting’s timing.

Arriving on time shows fellow board directors that you value their contributions. It also ensures valuable discussions and decisions won’t be rushed, making the board more effective overall. Plan ahead and allow space in your schedule to get there at the scheduled time, even if the unexpected happens.

Avoid distractions

Board directors may sit on multiple boards or have myriad other outside responsibilities. It’s common for board members’ inboxes and voicemails to be full. While it can be tempting to check emails or tackle other tasks if a portion of the meeting feels irrelevant to your role, it’s good board meeting etiquette to set distractions aside.

Great decision-making is the product of multiple perspectives. If you’re distracted, you may miss discussions or decisions to which you can add value. Paying attention is also a sign of respect for other board members and shows that you take your seat seriously.

Continue good etiquette during meetings

Board directors can expect much of the same etiquette that individuals would expect at any other meeting. As a normal protocol, the board chair might remind board directors to silence their cell phones during the meeting and only take a call if there's an emergency.

Board directors should comply with company policies regarding using electronic devices, such as laptops or tablets, during board meetings. Some meetings require board members to access their board books online during the meeting; this makes documents more accessible to all board members no matter where they’re joining from and ensures they have the most updated information at their fingertips. Others disallow laptops and tablets because the clicking of keys is a distraction.

Establish quorum for the meeting

Quorums were designed to keep boards balanced and democratic, so establishing a quorum is often the first order of business in good board meeting etiquette. The corporate secretary is responsible for notifying the board chair if they are not likely to have a quorum. The board chair is responsible 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 thank any board directors who made special contributions since the last meeting. The chair should then give a short speech about the board’s role in adhering to the mission. The talk may also include an anecdote about someone who benefited from the organization. The CEO usually gives a short speech that includes an update on strategic planning.

Follow the meeting agenda

Board directors should follow the agenda and check off items as the board addresses them, focusing on the current agenda item being discussed. As part of good board meeting etiquette, attendees, including guests, should refrain from drumming fingers on the table, tapping their pens or fidgeting in their seats.

The board chair should keep the meeting focused on key strategic decisions, which is not always easy for the chair. The chair must also encourage the board directors to present diverse perspectives and remind them to openly state any conflicts of interest.

Speak respectfully and concisely

Collaboration is a cornerstone of board meeting etiquette. While it can feel challenging to work together in a structured meeting, how you speak can be an effective tool to draw others in.

Limiting your speaking time to the essentials respects the meeting agenda and allows others to speak. Using respectful language allows board members to disagree, which can be pivotal in making decisions that work for the organization as a whole.

Avoid interrupting

It’s natural to want to chime in the minute a board member says something you feel strongly about. But the best thing you can do is to wait for a natural pause in the conversation.

This allows you to hear that board member’s comments and not make assumptions based on a single snippet. It also promotes good conduct in the board room and keeps everyone even keel rather than encouraging a dynamic where board members can talk over each other.

Voting and closing the meeting

Board etiquette is also a factor as board directors approach voting. Each director should listen to all sides of the argument and fully represent members or stockholders when voting. 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, the board chair usually thanks the board of directors, the host, and any guests. The chair should also provide a summary of the next steps and remind the directors of the date, time and location of the next meeting.

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Our comprehensive guide will explain the steps leading to effective board meetings.

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Run a board meeting in 19 steps

Our comprehensive guide will explain the steps leading to effective board meetings.

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The board meeting is over. What happens now for etiquette?

Board members should respect the confidentiality and sensitivity of board discussions and remain loyal to board decisions even if they voted against them. It's bad practice and bad etiquette to attempt to reach a consensus outside of a board meeting or to dissuade other members from an official vote they took during a meeting. A consensus means that all board members have responsibility for the collective decision.

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 preparing 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.

Virtual board meeting etiquette

Amid debate about the efficacy of remote work and meetings, it can often feel like virtual board meetings aren’t worth it. However, boards are often dispersed across the country or even the world. Waiting to meet in person might be impractical and a barrier to the regular collaboration and proactivity that good board decision-making requires. Making the most of virtual meetings is where etiquette comes in.

To ensure a productive and respectful virtual meeting environment:

1. Mute when not speaking: Mute your microphone to minimize background noise and interruptions.
2. Use video if appropriate: Turning on your camera can build engagement among board members, especially in mission-critical meetings.
3. Check your tech and background in advance: Test your internet connection, camera and microphone beforehand. Making sure you’re logged into the meeting software will also ensure that you can join seamlessly. Before you turn your camera on, choose a quiet, professional setting with a clutter-free background.
4. Be fully present: Avoid multitasking. Treat virtual board meetings with the same attention and professionalism as in-person ones.

Understanding etiquette based on your role

Different board roles also come with different etiquette guidelines. Here’s what’s generally expected from key roles according to the board code:

Board chair

• Start on time and clarify the agenda at the outset
• Facilitate discussion, ensuring all voices are heard and time is respected
• Keep the meeting on track, managing tangents or side conversations
• Summarize key decisions and next steps before moving on

Secretary

• Confirm tech setup allows for accurate minute-taking
• Capture motions, votes and action items clearly and concisely
• Verify attendance and document quorum
• Distribute minutes promptly after the meeting for review and approval

Board members

• Come prepared, having reviewed materials in advance
• Engage respectfully, using video when possible to foster connection
• Mute when not speaking, but be ready to contribute
• Use the chat or hand-raise feature to signal you’d like to speak without interrupting
• Follow through on assigned tasks or decisions made during the meeting

General tips for good board etiquette

There are no hard-and-fast rules for board meeting etiquette, but best practices have developed over time that guide well-run boards. These include:

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.
• Don’t be afraid to apologize. 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.

Common board meeting etiquette mistakes to avoid

For every board meeting etiquette “do,” there’s a corresponding “don’t.” While some are simple manners, others are unique to the many responsibilities of boards of directors. Try to abstain from the following as you prepare for and attend meetings:

1. Talking over others: Failing to wait your turn or use the hand raise/chat feature can cause confusion and disrupt the flow of discussion. It also disrespects anyone already speaking.
2. Not muting when not speaking: Background noise from typing, pets, or conversations can be distracting and unprofessional. If meeting virtually, staying on mute is an easy way to keep the focus on the meeting.
3. Joining late without notice: Arriving after the meeting starts can cause delays, and you may miss important context. If you have to be late, be sure to notify the board chair.
4. Multitasking during the meeting: Checking emails or working on other tasks signals disengagement. You may also miss key information, ask duplicate questions or need attendees to repeat themselves if they request your input.
5. Ignoring the agenda: Going off-topic or introducing new issues without notice can derail the meeting’s progress and frustrate your fellow board members. Review the materials in advance so they’re familiar, and stick with them as the meeting progresses.

Adapting etiquette across cultures

Some norms — like direct eye contact — signal respect in one culture and disdain in another. Effectively engaging the entire board requires being aware of and integrating the diverse backgrounds of each member. Cultural sensitivity strengthens trust and collaboration, so approaching etiquette from this lens is essential.

Consider:

• Acknowledging diverse communication styles: Some board members may be more reserved or indirect. In contrast, others may be more assertive, both of which can stem from the norms in their culture of origin. Make space for different ways of contributing and avoid interpreting quietness as disengagement.
• Avoid jargon or exclusive language: Use plain, inclusive language. Avoid acronyms, insider terms or cultural references that may confuse or exclude others. When technical terms are necessary, offer brief explanations.
• Be mindful of power dynamics: Consider how race, gender, language, age and positional authority may influence who speaks and feels heard. The board chair should intentionally invite perspectives from quieter or underrepresented voices.

Evolving board meeting etiquette for your business

Boards that acknowledge and practice good board meeting etiquette will establish mutual trust and respect for the process and each other. Boards should add the topic of board conduct to their annual board evaluations, so they know the board’s health related to their behavior. Board meeting etiquette is an ongoing process that can evolve with the board and the business.

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FAQs

What is proper etiquette in a board meeting?

Proper board meeting etiquette includes arriving on time, coming prepared, staying on topic, and respecting others when they speak. Board members should actively listen, avoid interrupting, and follow the agenda. In virtual meetings, it’s best to mute when not speaking, use video when appropriate and ensure your background and tech are professional and reliable. Practicing consistent, respectful conduct helps build trust and efficiency across the board.

Can board members use phones or laptops during meetings?

Phones and laptops may be used during board meetings—but only for meeting-related purposes, such as note-taking or referencing documents. Using devices to check email, text or multitask can appear disrespectful and distract from important discussions. If you must take a call or handle an urgent issue, step away briefly and notify the chair in advance when possible.

How should disagreements be handled in board meetings?

Disagreements in board meetings should be handled with respect, openness and focus on the mission. It’s important to listen fully, avoid personal attacks and seek common ground. The Chair guides the discussion, ensuring all voices are heard and diffusing tension. Disagreement is healthy when framed around ideas, not individuals, and when the goal is thoughtful, informed decision-making.

What should I do if I’m new to a board?

If you’re new to a board, review the organization’s bylaws, recent meeting minutes and strategic plan. Attend meetings with a listening mindset and ask questions when clarification is needed. Introduce yourself to fellow board members and your Board Chair, and clarify expectations for your role. Showing up prepared, curious and committed to the organization’s mission is the best way to make a strong start.