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Board meeting procedures

September 27, 2018
0 min read
A board room representing board meeting procedures

Properly run board meetings require two things ' 1) knowing the procedures and following them and 2) appointing people who know the responsibilities they hold within their positions. Proper board meeting procedures require giving board directors and others the proper notice according to the bylaws and any applicable regulations. Boards must be sure to hold legal votes, which requires them to abide by the rules for having a quorum. Board directors also need to be familiar with parliamentary procedures as a check and balance to the board chair.

Effective meetings require board directors to know the duties and responsibilities for their position and to fulfill them to the best of their ability. Board directors are also responsible to ensure that others are following their responsibilities and to take responsible action when someone isn't performing as they should.

Aligning Board Meeting Procedures to Provide a Notice of Board Meetings

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 give and any conditions or specifications about where the board must place the postings. Posting placement may also include providing notice via email. Boards must also be aware of any state, federal or local regulations concerning notice of board meetings.

There are risks in not providing proper board notice. Boards can ask for a revote and previous votes may be overturned. Reasonable notice gives all board directors the proper time to make plans to attend the meeting as well as time to prepare for the meeting adequately.

Ensuring a Quorum for Proper Voting at Board Meetings

Boards 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 that comprise a quorum to conduct official board business, which is 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.

Depending on the size of the board, corporations may have different rules for a quorum in their bylaws. According to Robert's Rules, which is the most preferred parliamentary procedure for board meetings, the guide for the size of a quorum states that it, 'should approximate the largest number that can be depended on to attend any meeting except in very bad weather or other extremely unfavorable conditions.'

Order of Proper Board 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 along the following lines:

  1. Call to order
  2. Approve agenda
  3. Consent agenda
  4. Approve prior meeting minutes
  5. Executive Director summary
  6. Financial reports
  7. Committee reports
  8. Unfinished business
  9. New business
  10. Adjournment

Boards have the flexibility to follow this format strictly or loosely.

Best practices require boards to spend the bulk of their meeting time doing strategic planning. Board management software systems provide ways for boards to manage some of the more routine agenda items outside of board meetings. For example, board portal software streamlines the processes for assembling and distributing board books and finalizing a strong agenda. Board portal software also streamlines the process for writing board minutes and sending them for rounds of approval shortly after the board meeting, rather than taking up time to approve board minutes during the board meeting.

A secure board management software system, such as Governance Cloud by Diligent, also makes it easier for corporate secretaries and board chairs to get meeting materials out to board directors early, giving them adequate time to prepare. Board directors can log into the portal and get the most updated board meeting information at any time and from any location.

Following Robert's Rules or Parliamentary Procedure for Proper Board Meeting Procedures

The standard for meeting protocol for board meetings is Robert's Rules of Order. Robert's Rules of Order outlines the specifics on how boards vote using motions. Board directors need to be familiar with Robert's Rules and be willing to challenge the board chair or other board directors when they aren't following the proper protocol.

There are different types of motions and there is a hierarchy of which types of motions have precedence. Board directors should be familiar enough with the hierarchy and know where to find the rules if there is disagreement about which motions have precedence over others. Types of motions include main motions, subsidiary motions, privileged motions and incidental motions.

A motion is a proposal to take an action or stance on an issue. 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. Board chairs should specify which of the following types of responses board directors should give:

  • Voice vote
  • Show of hands
  • Standing to rise
  • Ballot
  • Roll call if bylaws require it

Board chairs may ask for a revote if the results of the voting aren't clear.

Recording the Board's Actions and Decisions in the Meeting Minutes

Board meeting minutes are a very important part of proper board meeting procedures. Meeting minutes reflect the board's actions and decisions. Meeting minutes can be introduced as evidence in a court of law and are legally binding. Minutes serve as a guide for board directors as they make decisions for the company's future.

Best practices for meeting minutes suggest that minute-takers shouldn't record meetings verbatim. Rather, they should include enough information to reflect the board's true intentions. After meetings, boards should collect and destroy all meeting notes and scribblings to make sure that notes made during board meetings can't be misconstrued or misrepresented later in a court of law.

The Final Wrap-up on Proper Board Meeting Procedures

While this article outlines the basics of proper board meeting procedures, it's important for boards not to neglect the value of proper pre-planning for board meetings. Whether or not board meetings are efficiently and effectively run often depends on the quality of pre-planning and making sure that everything is in proper order before the meeting begins. This duty entails giving proper notice, setting up the location, and making sure the boardroom has all the necessary tools and equipment.

Regulatory bodies and governments expect much more from today's boards than they have in the past. Board directors must be more diligent in performing their duties than ever before, and will be held accountable for not giving their board duties their best efforts.

Robert's Rules has undergone various updates over time. It's still the most preferred procedure for board meetings. What has changed is how boards conduct their meetings. Software solutions such as Governance Cloud offer boards the advantage of streamlining agendas, minutes and other activities, which frees up board directors to spend the bulk of their meeting time on strategic planning, which has always been the intention for the board's purpose.


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