Jennifer knew her board members well. As her charitable organization’s incorporator, she had chosen the organization’s first directors carefully, confident that they would be just the ones to help her guide her new 501(c)(3) organization to success. Their first couple of meetings had been exciting, although a bit confusing and without much direction. Jennifer already had a sense that as her organization’s president and board chair, she didn’t really know how to run a productive meeting. And she sensed that she’d better find out quickly, if she was going to preserve the unity and increase the effectiveness of her organization’s board.

Governance

Good governance is critical to your charitable organization’s success. And good governance depends on a strong, collegial, effective, talented, committed, and reasonably unified board. You’ve already seen in the above chapters how a board with diverse talents, experiences, and skills can lead and support your charitable organization. Yet no matter how talented and skilled your board is, you still need to conduct board meetings in a fruitful manner. You can waste a great board by failing to prepare for, plan, and conduct meetings in the orderly, informed, focused, and collegial manner that effective meetings generally require. Learn what you need as board chair to conduct effective board meetings. If you’re not the board chair, then help your board chair learn. Sound directions and tremendous energy can flow from skilled boards holding productive meetings. Make effective board meetings a mark of your charitable organization, and see how doing so helps your organization grow and thrive.

Chair

Your organization’s board chair, or the organization’s president also serving as board chair, has principal responsibility for ensuring the effectiveness of board meetings. No one can do more to ensure productive meetings than the board chair. The board chair has main responsibility for meeting notices, the information made available to board members to review and prepare for meetings, and invitations to staff, contractors, guests, or directors themselves to make presentations at board meetings. The board chair also has full responsibility for convening, conducting, and closing meetings, while calling for, counting, and recognizing prevailing board votes. Board chairs who have substantial prior board experience on multiple different boards tend to make good chairs, having a well of best practices on which to draw. Reviewing Robert’s Rules of Order, describing traditional parliamentary or meeting procedure, can be a good way to get an inexperienced board chair up to speed. Meetings need not follow strict rules but benefit from the structure and order the Rules suggest.

Executive

Your organization’s paid executive director, if it has one, may share the board chair’s responsibility for ensuring productive board meetings. In some organizations, the board chair relies heavily on the executive director to identify the governance issues the board should or must address and to bring forward the information to help board members address those issues. The chair and executive director may work closely to develop the board agenda together, in or outside of Executive Committee meetings. While the board chair should convene and conduct board meetings, the executive director may help the board chair do so when the chair asks, prefers, and defers. Alternatively, the executive director may make frequent presentations and even share views, positions, and preferences on board issues, especially when the chair or board members ask. The executive director, though, should respect the board’s role to govern the organization. Governance is the board’s responsibility, not the executive director’s responsibility. Conversely, implementing board directives and managing the organization is the executive director’s responsibility, not the board’s responsibility. Respect for roles must go both ways for leadership to work well.

Scheduling

Working with the organization’s executive director and with board members, the board chair should schedule regular meetings well in advance. Scheduling all meetings for the coming year at once, with later cancellations, additions, or adjustments, can help board members get meeting dates on their calendars. Otherwise, scheduling meetings at least a month in advance is a respectful practice, minimizing board members having to rearrange schedules. 

Absences

Respect your board members’ schedules. Expect and respect rare or even occasional director absences from board meetings. Your organization’s directors have other responsibilities that may at times create unavoidable schedule conflicts. That’s in part why you have multiple board members. If you find that absences are interfering with obtaining a quorum for meetings, then consider addressing the absences with the full board, without unfairly singling out individual directors. You may find board members acknowledging their need to respectfully resign in favor of a board candidate who can attend more consistently. Your organization’s bylaws should have provisions both for removing a board member whose absences exceed reasonable bounds and for replacing removed or resigning board members.

Notices

Just because your board has scheduled a board meeting does not relieve the chair from giving notice of the meeting. Meeting notices, typically shared by email a few days or a week before the scheduled meeting, serve important functions. Notices remind board members of the upcoming meeting, which their calendar may have missed. Notices also give board members the opportunity to request adjournment or adjustment, notify the board chair of their expected absence, notify the board chair of an agenda item request, and take up any other issues that may aid in the meeting’s efficient and productive conduct. Notices should also convey or link the board members to the meeting agenda and materials for review in advance of the meeting. If other agenda items or materials come up after the initial notice, send a supplemental notice to ensure that board members can prepare. Check your organization’s bylaws for any other meeting notice particulars.

Agenda

The board meeting agenda may be the most important tool for a productive meeting. A good practice is for the board chair or executive director to open an electronic file, shared between the two of them, for the next board meeting agenda, as soon as the prior meeting concludes. The board chair and executive director can then note agenda items for consideration, as soon as those items occur to them in the course of the month or longer period between board meetings. When the board chair and executive director meet to review and finalize the agenda, at the Executive Committee or alone together, they will then have been working on a draft agenda for some weeks or even months. Once they finalize the agenda, the board chair can insert a link to the final agenda in the meeting notice, for board members to access the agenda. 

Additions

Although the board chair traditionally sets the agenda, the organization’s bylaws may permit board members to request additional agenda items or, with a sufficient number of board members, to require additional agenda items. Respect those rights. When sending notice of a meeting and the meeting’s agenda, remind board members of their right by inviting them to contact the board chair with proposals for additional items. Communicate with the executive director about additional items before agreeing to them. If you as board chair disagree that a proposed agenda item is appropriate, communicate your reasons to the board member making the proposal, to see if the two of you can agree. If neither or you relent, remind the board member of their right, if the bylaws so reflect, to seek other board members to join in the request to compel the item’s consideration, if they wish.

Structure

An orderly structure for the meeting agenda can foster efficient meetings. A common structure is to begin with a welcome, any introductions of new board members or guests, and a prayer, devotion, reflection, or other brief exercise to gain the attendees’ concentration and attention. Your agenda may then have a consent agenda in which you collect items for the board to approve all at once in a single vote. Approval of the prior board meeting’s minutes, and acknowledgment of receipt of correspondence, are common consent agenda items. But also include in the consent agenda any other routine approvals. Then move to an information agenda, composed primarily of approval of the executive director’s report and any committee minutes or reports, all provided for review before the meeting. Avoid lengthy recitals of matters already disclosed in minutes and reports. Instead, use the information agenda only to highlight or clarify priority information. Then move to a decision agenda covering individual items the board must address, such as approving budgets, large expenditures, program closures or additions, and other matters requiring action. Then move to a strategic agenda of just one or two significant discussion items not requiring action but guiding the board’s future deliberations. Close the meeting with a reminder of the next board meeting date and any other pending board responsibilities.

Information

The information the organization’s board chair shares with the meeting notice and agenda, as electronic attachments or links, should include the executive director’s report, committee meeting minutes, special committee or task force reports, proposed budgets, financial statements and updates, recommendation on decision items, and any other documentation that may help board members come to the meeting prepared and informed. If committee chairs have not yet provided minutes or reports, remind them to do so before the meeting, either by linking them to the agenda or transmitting them to board members by email. Avoid surprising or burdening board members with substantial additional material to review at the meeting. Board members should feel free during the meeting to give their attention to meeting proceedings and deliberation, without having to read and review substantial new documentation.

Convening

The board chair should convene the meeting as near the official start time as possible, without disrespecting the last-minute arrival or slightly late arrival of board members or guests. The board chair may call attendees to order, politely asking them to conclude their conversations, and giving them a few moments to do so. The board chair should ensure that the board secretary or a substitute in the secretary’s absence is present and prepared to take minutes. The board chair should acknowledge to the secretary that the board has a quorum of directors attending as the bylaws require. A majority of current directors is typically the quorum. Welcome new board members or guests and invite them to introduce themselves, while also inviting board members to share their own names and roles as directors. As indicated above, a brief prayer, devotion, reflection, or similar exercise may settle attendees and gain their attention and concentration.

Conduct

The board chair should conduct the meeting by following the agenda. If the board chair, executive director, or a board member have good reason to depart from the agenda, such as to respect the time of an attending presenter, then the board chair should note the departure, handle the item, and return to the agenda. The board chair typically calls out each next agenda item, so that board members may turn their attention to that item, using their laptop computers, tablets, or cell phones to call up any relevant documents. If the agenda item requires further introduction from a board member or guest, the chair can invite that introduction. The chair should then invite board member discussion, ensuring that each board member has the opportunity to share thoughts and views, and make respectful inquiry of the executive director or other board members. 

Motions

Boards make decisions based on the motion of a director. The executive director’s report and committee reports may include not only items for board decision but also proposed motions. Do not bring a motion forward based on such submissions. Instead, call the attention of board members to the proposed motion, asking if any board member desires to move according to the proposed motion. Otherwise, if no report proposes a motion, when all board members have had the opportunity to discuss an agenda item, and deliberations appear to have concluded, the chair should invite a director’s motion on any item requiring board decision. The chair may make a motion but should generally defer to other board members to do so, even if the chair suggests an appropriate motion for another board member to make. 

Amendments

After ensuring that the secretary has recorded the motion’s gist, the chair should ask if a board member seconds the motion. Calling for a second tests whether a motion has any support. If no one seconds the motion, the motion dies. After ensuring that the secretary has noted the board member seconding the motion, the chair may ask if any board member has any further discussion or amendment, before the chair calls for a vote. Deal with amendments the same way as with motions, calling for a second before moving an amended motion to a vote. If a proposed amendment gains no second, return to the original motion for a vote. The purpose of amendments is not necessarily to change the original motion’s direction but instead to ensure that the board shapes the details of the decision before it in the best form and fashion. Amendments often add helpful clarifications, conditions, and qualifiers. Discourage amendments that directly contradict the motion. Instead, bring the motion to a vote. If the motion fails, the director proposing the contradictory amendment can make a new motion reflecting the rejected amendment’s course, if the motion’s rejection requires any further board action.

Votes

When calling for a vote, the chair asks all in favor to say yes, yea, or aye, and then all opposed to say no or nay. The chair should then state whether the motion carried. For non-unanimous votes, the chair may ask if the dissenting voter or voters wish the secretary to record their dissents, or the secretary may simply note that the secretary has already made that record. For close votes or votes on especially significant subjects, like amending the bylaws or adopting an annual budget, the chair may ask the secretary to call a roll vote, in which the secretary asks each board member in turn to indicate their vote one at a time. Roll call votes typically begin with the newest board members and end with officers, especially the president, so that board members feel less influence from the votes and make relatively independent decisions. 

Minutes

As indicated in the prior paragraphs, board meeting minutes, taken down by the secretary or a substitute, should reflect the time, date, and place the board meeting occurs, and the substance of the meeting. The minutes should also reflect board members present and board members absent. A good way to keep minutes is for the secretary to make an electronic copy of the agenda, modify its title to minutes, and then record the board’s deliberations on each agenda item. The agenda, in other words, makes a good template for minutes, saving the secretary some time and effort. The secretary’s minutes, kept on a laptop computer or tablet, should accurately reflect all motions, seconds, amendments, and votes. The secretary should also attempt to record the gist of board discussions on all items, without attempting detailed transcription. The board chair should assist the secretary by pausing from time to time to inquire of the secretary whether the secretary is keeping up and by monitoring the secretary’s demeanor for the same purpose. It can help for the board chair and secretary to sit side by side.

Participation

The board chair should take pains to ensure that every board member has roughly equal opportunity to participate and feels equally valued and respected. Some board members, like a Finance Committee chair, may have roles that require or permit their more-frequent participation. But try not to let any board member dominate discussions. The chair may turn to silent board members, asking for their comments and views. If a dominant board member interrupts a reticent board member, the chair should promptly intervene, asking the dominant board member to let the reticent board member finish. On the other hand, recognize that new board members may initially speak more often, boldly, or insensitively than the board’s culture, until they adapt to board norms. It may take a meeting or two or three to get all board members working well together. The chair’s patience, perseverance, kindness, firmness, gentleness, and sensitivity can set the tone for the full board.

Closing

Close meetings at a reasonable hour, without requiring board members to linger long through the day or into the night after the conclusion of substantial board business. Some boards keep meetings to an hour, ninety minutes, or two hours. Whatever the chair finds the board preferring as to meeting length, the chair should confirm, establish, and lightly enforce. Over-long meetings can cause board attrition. If some board members clearly want to remain to catch up with one another or discuss personal matters, then the chair may indicate the intention to conclude the formal meeting while encouraging any board members who wish to remain for personal conversation. But do not entertain any new board business or certainly any votes after the meeting concludes and any board member has left. The chair is wise to remain until the last board member leaves, to ensure that no faction of the board pursues board deliberations after the meeting’s formal conclusion. Remaining until the last board member leaves also gives the chair the opportunity to hear any objections that a lingering board member may have over the meeting’s conduct or another executive matter.

Regular

The above paragraphs address the formal aspects of regular board meetings. But don’t overlook a good regular meeting’s informal aspects. Consider bringing or arranging for bottled water, sodas, coffee, tea, and light snacks like cookies, crackers, fruit, and cheese. If a meeting occupies a breakfast, lunch, or dinner hour, consider providing a boxed meal or other light meal convenient to consume while meeting or just before or after the meeting. The board chair or executive director may also want to consider a token gift, card, or similar seasonal gratuity around holidays. Modest items like mugs, pens, caps, or t-shirts branded with the charity’s name and logo can be especially appropriate token gifts for board members, who may be proud to re-gift them to their children or other friends and acquaintances, or to use them to remind themselves of the satisfaction of their board volunteer service. Conclude your board leadership satisfied that you supported, welcomed, and even befriended all board members, learning not just their organizational views but also their personal commitments, celebrations, and concerns. 

Special

Your organization’s bylaws should provide for the board chair or a certain number of board members to call a special board meeting. The bylaws will likely limit special meetings to the subject stated in the notice of the special meeting and provide for a minimum notice period such as seven days. The bylaws may, however, provide for waiver of minimum notice if all board members consent to the waiver, which would allow for an emergency special meeting within a very short time, again, if all board members understand and appreciate the urgency, and if all board members consent. Do not call frequent special meetings, simply to conduct ordinary business that the board could have handled at its next regular meeting. Reserve special meetings for special subjects, generally either subjects needing emergency handling, major opportunities or challenges that need prompt address, or subjects that require more time than a regular meeting would allow. 

Annual

Your organization’s bylaws and state nonprofit corporation act will also likely require an annual board meeting, specially designated as such. If your organization is a membership organization rather than a directorship organization, the annual meeting will invite members to elect directors. Annual meetings may require special notice, especially for membership organizations where the notice must reasonably alert all members. Annual meetings, whether for a membership or directorship organization, can also be a good time to invite and encourage attendance by the organization’s staff members, volunteers, patrons, or others who support, rely on, or serve the organization. The board chair and executive director should accordingly plan annual meetings more as a ceremonial event than a working meeting, although again, member election of directors, member amendment of the organization’s articles of nonprofit incorporation, or other major actions may be necessary or appropriate for an annual meeting. Ceremonial aspects may include annual reports from committee chairs, the executive director, an endowment director, and the like. Annual meetings can also be good times to formally launch new programs, share new resources, pass out new brochures, and honor retiring staff or board members.

Retreats

Board retreats are a relatively common feature of charitable organization boards. The retreat aspect, such as retiring to a special location like a lodge or conference facility well away from the charitable organization’s premises, may be less significant than the strategic aspect of a board retreat. Board retreats generally have two functions. The first is team and relationship building. Boards can do well by having members who like, know, and appreciate one another. Gathering at a lodge, restaurant or banquet facility’s conference room, or conference grounds can relax board members while encouraging them to take a fresh perspective on the organization’s mission. The second significant function of a board retreat has to do with the board’s need to periodically set or reset a strategic plan and vision for the organization. Charitable organizations frequently adopt three-year plans, five-year plans, or other strategic plans for an upcoming period, replacing or revising earlier strategic plans that the organization has completed or abandoned, or needs to revise.

Mistakes

Boards and board chairs can make mistakes at and around board meetings. Beware common board mistakes. Avoiding them can save your charitable organization significant distraction and grief. A prime mistake is for the board to micromanage the organization’s operations. As previously emphasized, boards govern, while executive directors manage. Don’t let board meetings invade the executive director’s management prerogatives. The board chair must ensure that board members leave management to the executive director. Another common mistake boards can make is to interact on governance matters with subordinate staff members, without the executive director’s knowledge and approval. The chair should ensure that board members direct all governance communications through the board, board chair, and executive director, without going behind the executive director directly to staff members. Also, avoid all rancor, rudeness, and discourtesy of any kind at board meetings. The chair should not only set the civil and respectful tone necessary for productive meetings and good relationships but also enforce civil demeanor and behavior. Firm, prompt, but polite admonishments and corrections of uncivil behavior are appropriate.

Key Points

• Organization boards govern, while executive directors manage.

• The board chair sets board meeting schedules and agendas.

• The executive director should assist the chair with meeting agendas.

• Board members may propose additional agenda items.

• The board chair, with executive support, sends meeting notices.

• Notices should be sufficiently in advance to allow attendance.

• Notices should include reports and other preparation information.

• The board chair conducts meetings according to the agenda.

• Meetings begin with welcomes, introductions, and consent agendas.

• Meetings continue with information items and decision items.

• Meetings conclude with strategic items for longer deliberation.

• The board chair invites motions, seconds, and amendments.

• The board chair then conducts votes, as the secretary records.

• The board chair should ensure equal board member participation.

• The board secretary records minutes. 

• The board chair should close the meeting when business concludes.

• Bylaws provide for special meetings on emergency and special items.

• Bylaws also provide for annual meetings, which may be ceremonial.

• Membership organizations elect directors at annual meetings.

• Boards often conduct retreats to develop new strategic plans. 

• Avoid common board mistakes like micromanaging.

Read Chapter 12.