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How to Run a Board Meeting (2024 Guide + Template)
June 7, 2024

Ever heard the saying, "A team is only as strong as its leader"? Well, the same goes for organizations and their boards. Effective board governance isn't just a checkbox for compliance – it's the strategic linchpin that can propel an organization to new heights of success.

But what exactly happens in these high-stakes board of directors meetings? Given the demands on our board members' time and the potential consequences of ineffective meetings, how can we optimize our agenda and guarantee productive discussions?

This guide walks through everything you need to know to run your board meetings, understand roles, streamline procedures, and embrace best practices that will drive your organization forward.

What is a board meeting?

A board meeting is a formal gathering of an organization's governing body, typically known as the board of directors. This group of individuals, elected or appointed to represent the interests of stakeholders, convenes periodically to discuss and make decisions on strategic matters that shape the organization's direction and future.

Board meetings serve as the war room where critical issues are tackled, performance is dissected, and the course of the organization is charted. Here, directors huddle with each other and executives to unpack challenges, brainstorm solutions, and make the decisions that propel the organization forward. These gatherings often involve presentations from executive leadership, discussions among board members, and formal votes on key resolutions.

The specific structure and frequency of board meetings can vary depending on the organization's bylaws, size, and industry. However, their core purpose remains consistent: to provide effective governance, strategic oversight, and the fulfillment of the organization's mission.

Typical topics and decisions addressed in board meetings include:

  • Strategic planning: Setting the overall direction and long-term goals of the organization.
  • Financial oversight: Reviewing financial statements, approving budgets, and making investment decisions.
  • Risk management: Identifying and mitigating potential risks to the organization.
  • Executive compensation: Setting compensation packages for the CEO and other senior executives.
  • Major policy decisions: Approving significant changes to the organization's policies or operations.
  • Legal & regulatory compliance: Guaranteeing the organization adheres to all applicable laws and regulations.
  • Board governance: Evaluating the performance of the board and its individual members.

Understanding board meeting roles & responsibilities

Board meetings are a team effort. Everyone around the table plays a role in making them productive and impactful so the decisions made here can benefit the business. Let's take a closer look at the key roles in a board of directors and their responsibilities in meetings:

1. CEO or Executive Director

The Executive Director, often also known as the CEO or President, is the captain at the helm, steering the organization towards its strategic goals. They set the course by clearly communicating a compelling vision to the board so everyone understands the rationale behind it. 

Like a seasoned navigator, they provide regular updates on the organization's progress, sharing reports on operations, financial performance, and key milestones achieved. The executive director is also the board's primary source of information, preparing detailed reports, insightful presentations, and any necessary materials to equip the board with the knowledge it needs to make informed decisions.

2. Non-Executive Director

Non-executive directors, often highly experienced professionals from a diverse range of fields, are the wise counsel at the board table. They provide an independent voice, carefully scrutinizing proposals, challenging assumptions, and guaranteeing the board's decisions are sound and well-informed. 

Like astute detectives, they ask probing questions, seek clarity on complex issues, and offer constructive feedback that pushes the organization to perform at its best. These individuals bring a wealth of specialized knowledge and experience to the table, enhancing the board's collective expertise and enabling them to tackle challenges from multiple perspectives.

3. Board Member

The Board Members, collectively, are the guardians of the organization's future. They act as fiduciaries, with the responsibility of prioritizing the best interests of the organization and upholding their legal and ethical obligations. These dedicated individuals are active participants in board meetings, showing up prepared and ready to engage in thoughtful discussions and make critical decisions. They collaborate effectively with their fellow board members to cultivate a positive and supportive board culture where diverse perspectives are valued and collective goals are achieved.

4. Board Chair

The Board Chair is the facilitator of the board's decision-making process. They lead each meeting with a steady hand, setting the agenda, ensuring discussions stay focused, and making the most of everyone's valuable time. Board chairs encourage diverse perspectives, mediate disagreements with fairness, and strive to build consensus among the members. Beyond the boardroom, an effective board chair acts as the board's representative, advocating for their interests to external stakeholders and ensuring the decisions made are implemented effectively.

5. Corporate Secretary

Behind every successful board meeting is a dedicated Corporate Secretary or Board Liaison, the unsung hero who keeps everything running smoothly. They are the meticulous planners, preparing and distributing meeting materials and agendas, and the keepers of the board's institutional memory, meticulously recording minutes that document key discussions and decisions. They facilitate clear and open dialogue between the board and management. Also, they act as the board's governance compass, staying informed about legal and regulatory requirements and guiding the board toward best practices.

How to conduct an effective board meeting

Let's face it, no one (not even the board of directors) enjoys a meeting that drags on endlessly or feels like a waste of time. To keep your directors meeting productive and engaging, follow this step-by-step guide:

1. Before the meeting

  • Set a clear agenda: Collaborate with the board chair and executive director to create a focused meeting agenda that addresses key issues and aligns with strategic priorities.
  • Distribute materials in advance: Send out relevant reports, financial statements, and background information well before the meeting so members have time to review and prepare thoughtful questions.
  • Confirm attendance: Reach out to board members to confirm their attendance and address any potential conflicts or scheduling issues.
  • Schedule a time that works for everyone: Consider using a scheduling tool like Smart Meetings to find a time that accommodates the busy schedules of board members and avoids conflicts.
Board Meeting Agenda

Board meeting agenda format example

A standard board meeting agenda follows a structured format. Let's break down the typical flow of a board meeting agenda to understand how these meetings are organized.

  • Call to order & roll call: A brief welcome and confirmation of quorum.
  • Approval of previous meeting minutes: Review and approve the minutes from the last meeting.
  • Reports: Financial reports, committee updates, and presentations from the executive director.
  • Old business: Discuss any pending items from previous meetings.
  • New business: Introduce and deliberate on new topics or proposals.
  • Other business: Any additional items that need to be addressed.
  • Adjournment: Officially end the meeting.

Board meeting agenda template

If you need help crafting the perfect agenda, check out our sample template for inspiration and guidance:

Board of Directors Meeting Agenda

Meeting of the Board of Directors Agenda

Date:
Time:
Location:
Attendees:
Supporting documents:

Objectives

🎯 Your meeting agenda needs to specify the aim, theme, or purpose of the meeting. Why are you all gathered here? What’s the overarching goal you’re striving to achieve?

Agenda items

💡 Jot down the key topics, questions, or tasks that align with your objective(s). Keep them concise and focused. 1. Call to Order & Roll Call
  • Welcome by the Board Chair
  • Confirmation of quorum (minimum number of board members present for valid votes)
2. Approval of Previous Meeting Minutes
  • Review of the minutes from the [Date of Previous Meeting] meeting
  • Motion to approve vote
3. Reports
  • Financial Report:
    • Review of income, expenses, and budget status
  • Committee Updates:
    • [Committee Name 1] – [Brief Description/Update]
    • [Committee Name 2] – [Brief Description/Update]
  • Executive Director's Report:
    • Summary of organizational activities and accomplishments
4. Old Business
  • [List of pending items with brief descriptions]
5. New Business
  • [List of new items with brief descriptions]
6. Other Business
  • Open forum for additional items or concerns
7. Adjournment
  • Motion to adjourn vote
  • Announcement of next meeting date (if applicable)

Key decisions

🔑 A snapshot of the meeting’s outcomes, highlighting what decisions were made and the consensus reached.

Action items

🏃‍♀️ These are the to-dos that arise from the discussion. Who’s doing what by when?
Download the board meeting template here.

2. During the board meeting

  • Time management: Stick to the agenda, allocate appropriate time for each item, and keep discussions focused and on track.
  • Facilitation techniques: Encourage participation from all members, promote open dialogue, and manage disagreements constructively.
  • Active listening: Pay attention to others' viewpoints, ask clarifying questions, and summarize key points to ensure everyone is on the same page.
  • Decision-making: Clarify the decision-making process for each agenda item (e.g., consensus, majority vote). If voting is involved, confirm everyone understands the voting procedures.
  • Action items: Assign clear action items and deadlines to responsible parties for any decisions made during the meeting.
  • Meeting minutes: Emphasize the importance of accurate and detailed meeting minutes to capture key discussions, decisions, and action items.
  • Technology (if applicable): If the meeting is virtual or hybrid, offer tips on using the technology effectively and maintaining engagement (e.g., using the chat function for questions, managing breakout rooms, ensuring everyone's microphone is muted when not speaking).

3. After the meeting

  • Distribute minutes: Send out a concise summary of the meeting, including key decisions and action items, to all participants and relevant stakeholders.
  • Action item tracking: Assign responsibility for each action item and establish clear deadlines for completion.
  • Evaluate the meeting: Gather feedback from board members to assess the meeting's effectiveness and identify areas for improvement.

Board meeting procedures: A step-by-step guide

Board meetings are the cornerstones of good governance. They're your chance to set the course for your organization, tackle critical issues, and make strategic decisions. But let's face it, running board meetings can feel daunting. Don't worry, this step-by-step guide will help you understand typical board meeting procedures and lead successful, compliant board meetings.

1. Notice of board meeting

Most organizations have bylaws or governing documents that outline specific requirements for notice of board meetings. These may include a minimum number of days' notice, the method of delivery (email, mail, etc.), and the information to be included in the notice. It's essential to adhere to these requirements to ensure the validity of any decisions made at the meeting.

In addition to legal requirements, it's good practice to provide ample notice to allow board members time to review materials and prepare for the meeting. The notice should include the date, time, location, and a clear agenda outlining the topics to be discussed.

2. Quorum

A quorum is the minimum number of board members who must be present at a meeting for it to be valid and for decisions to be made. This number is typically defined in the organization's bylaws.

Without a quorum, the board cannot legally conduct business or make decisions. So, always confirm the presence of a quorum at the start of every meeting to guarantee the validity of any actions taken.

3. Dealing with motions

A motion is a formal proposal for action to be taken by the board. To introduce a motion, a board member must state it clearly and concisely, beginning with "I move that..."

For a motion to be considered, other members must second it, indicating their support. This can be done simply by saying "I second the motion."

Once a motion has been introduced and seconded, the floor is open for debate. Board members can express their opinions, ask questions, and propose amendments to the motion.

After debate, the board takes a vote on the motion. The method of voting (e.g., voice vote, show of hands, roll call) may be determined by the organization's bylaws or the chair's discretion.

4. Voting procedures

The most common voting procedure is a majority vote, where a motion passes if more than half of the members present vote in favor.

In some cases, the board may seek to reach a consensus on a decision, meaning that all members agree or at least can live with the outcome. This can be a more time-consuming process but may lead to greater buy-in and support for the decision.

Depending on the organization's bylaws, other voting methods may be used, such as a two-thirds majority or a supermajority.

Common board meeting mistakes (& how to avoid them)

Even with the best intentions, board meetings can sometimes go off track. Here are some common pitfalls and strategies to avoid them:

1. Lack of preparation

When board members haven't reviewed materials beforehand, discussions can become inefficient and uninformed.

Encourage members to review the agenda and any relevant documents in advance. Consider sending out a reminder email a few days before the meeting.

2. Dominating discussions

When one or a few individuals dominate the conversation, it stifles the participation and diverse perspectives of other board members.

The chairperson should actively facilitate the discussion so everyone has a chance to speak. They can also set ground rules at the beginning of the meeting, encouraging concise remarks and equal airtime.

3. Getting sidetracked

Tangents and unrelated discussions can derail the meeting and waste valuable time.

Stick to the agenda as closely as possible. If a side topic arises, the chairperson can acknowledge its importance and suggest revisiting it at the next meeting.

4. Ignoring conflicts

Unresolved conflicts can fester and undermine the board's effectiveness.

Address disagreements openly and respectfully. Encourage board members to focus on finding solutions that benefit the organization as a whole. Consider using a mediator if necessary.

5. Unclear decision-making

If the decision-making process isn't clear, it can lead to confusion and frustration.

Establish a clear decision-making process beforehand (e.g., consensus, majority vote) and make sure everyone understands the process and feels heard.

6. Poor time management

Running over time can lead to rushed decisions or important topics being skipped altogether.

Set a realistic agenda with time allotments for each item. The chairperson should keep the discussion on track and be willing to table items if necessary.

7. Lack of follow-through

Decisions made in the boardroom can lose momentum if there's no clear follow-through.

Assign clear action items and deadlines to responsible parties. Track the progress of action items and report back at the next meeting.

Board meeting best practices

To truly harness the power of effective board meetings, consider these best practices that go beyond procedural matters:

  1. Respect the clock: Start and end your meetings on time, demonstrating respect for everyone's valuable time. This fosters a culture of efficiency and focus.
  2. Encourage active engagement: While quorum ensures attendance, active participation is key. Create a welcoming environment where all members feel comfortable sharing their insights and perspectives. Encourage open dialogue and diverse viewpoints to enrich the discussion.
  3. Cultivate respectful dialogue: Foster a culture of respect where all opinions are valued. Disagreements are natural, but they should be handled constructively and professionally. Encourage active listening and avoid personal attacks.
  4. Prioritize strategic focus: While operational matters are important, board meetings should primarily focus on strategic issues that shape the organization's future. This involves setting goals, evaluating progress, and making high-level decisions that align with the mission and vision.
  5. Data-driven decision making: Base your decisions on solid data and metrics. This involves tracking key performance indicators, analyzing trends, and utilizing relevant information to inform your choices. Data-driven decisions are more likely to be sound and effective.
  6. Schedule regularly & at convenient times: Members of a board of directors are typically very busy and important people who juggle jam-packed calendars. In order to ensure you don’t fall behind on your board meetings and delay important decisions for your organization, auto-schedule your meetings with AI tools like Smart Meetings to automatically find the best time across all attendees calendars. 

The power of effective governance

By following this guide's practical tips and best practices, your board meetings can transform from mundane obligations to dynamic engines that drive your organization's success. Start implementing these strategies today to empower your board members, unleash their collective wisdom, and make strategic decisions that will propel your organization toward its goals. Don't just meet – lead. With a well-run board, the possibilities are endless.

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