Tips for Running an Effective Board Meeting
The role of the Executive Director and the Board of Directors is a complementary relationship.
That being said, this relationship is one that is often strained, and having productive and
efficient Board meetings is perhaps the most effective way to strengthen this relationship and
move toward that common goal. Each member of the Board should have a passion for the
organization, and these board meetings are the best opportunity to inspire your board and
increase their participation and productivity. This month, Cathedral provides effective tips on
how to schedule, plan, and conduct an effective board of directors meeting.
What is the purpose of a Board Meeting?
The Board meets for three reasons:
I.
Fiduciary Responsibility: Your board has fiduciary oversight of the organization. Each
board member should take seriously his or her responsibly to be aware of the financial
state of the organization. Overwhelming debt, lawsuits, embezzlement, and
misappropriation of funds are all present in the non-profit world just as they are in forprofits. It is up to the Executive Director to make sure the Board Members are
completely informed of the financial situation of the organization at all times.
II.
Oversight: The board is also responsible for reviewing the job performance of the chief
executive. This should happen informally as the board listens to the Executive Director’s
report at each meeting, and in a more formal way annually, at which time the review
should be recorded and filed.
III.
Mission Fidelity and Strategic Direction: The board is responsible to make sure the
organization employs its resources in a way that stays true to its mission. They do this
by providing high level strategy on present and future activity. They also give feedback
to the Executive Director and they share their various areas of expertise with the
Executive regarding operations, finances, and fundraising.
Any activity that gets into more detail than the three items mentioned above is committee work
and should be done by a committee of the board outside of the full Board Meeting.
How often should my Board meet?
The ideal answer is that your board should meet four times a year, with key committees meeting
in the months between board meetings. Quarterly meetings are perfect for a board to get
together and go over the previous quarter financials. Meeting approximately two weeks after
the end of the quarter allows everyone to review the data, reflect on the past 3 months and look
ahead to the upcoming quarter. One of these four meetings should be formatted as an annual
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meeting following the end of the fiscal year. But while this board schedule is ideal, it is not
always attainable.
Simply put, your Board should meet often enough to feel that they have a solid grasp of the
operations of your organization. Three to five meetings a year, is generally enough to get the
work done. If your board meets less than three times, the Board is probably not meeting enough
to stay completely informed and helpful, more than five meetings and the board may be micromanaging. If you feel that you cannot get it all done in four meetings and need monthly
meetings, you are probably using the Full Board meetings as committee meetings. Create the
appropriate committees for you Board and have the committee report during the Full Board
meetings.
What should a Board meeting agenda look like?
The Board Meeting Agenda is absolutely essential for running an efficient meeting. Make an
agenda and follow it. This is the most important rule. As for how to design the agenda, there
are many possibilities, but one general outline that should work for most non-profits is as
follows:
I.
II.
III.
IV.
V.
VI.
VII.
VIII.
Welcome
Approval of Minutes from previous meeting
President Remarks
Committee Chair #1 Report (Operations/Admin)
Committee Chair #2 Report (Program/Product)
Committee Chair #3 Report (Finance/Fundraising)
Chairman Remarks
Discussion of Remaining Important Items
The chairman and president’s remarks can be place at any point in the agenda according to the
Board’s preferences. The committee chair reviews should in some fashion bring the entire
Board up to speed on these three parts of an organization;
•
•
•
Operations/Administration,
Program/Product,
Fundraising and Finances.
Even if you do not have committees or committee chairs, it is still important to make sure you
cover these three basic areas at the meeting.
But don’t underestimate the importance of committees. They are essential to a strong board
and are the perfect tool for getting board members more involved and connected. Run this little
test on board involvement. Ask yourself, “Who does the talking at our board meetings?” The
answer should be, “Everyone.” If the board meeting is essentially a monologue by the ED, then
serious consideration needs to be given to engaging the entire board.
What should happen before the meeting?
Send out a reminder a month before the meeting. After the reminder is sent out, the Executive
Committee, or at least the Executive Director and Chair should meet briefly to set the agenda.
The agenda should be sent out no later than a week before the meeting. Touch base with each
committee head to ask about their report and any help they may need with it. Make copies of
key documents to be discussed. If a great deal of work is to be covered, get all the materials
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ahead of time. While many people used to assemble “board books” or “meeting packets”, many
organizations have moved to simply distributing the information electronically ahead of time and
leaving it to the members to print them out, or bring their laptops.
What is the best way to run a meeting?
To effectively run a board meeting, structure is essential. The meeting should generally be run
by the Chairperson or President of the Board. Following the agenda, the Chairperson presents
items for discussion and decision with the following process:
I.
II.
III.
IV.
V.
VI.
One or more directors feel that an item requires Board decision,
The Chairman asks “Do I have a motion?” to present the item to be decided upon.
A member states the decision with a motion. For example, “I move that we approved
the budget” or “I motion that we add another section to the program” etc.
The Chairman asks “Do I have a second?” If there is no second, the motion dies and
no decision is taken. If there is a second, the item is opened and the Chairman asks,
“Is there any discussion?”
After discussion, if any, the Chairman seeks a ruling from the Board stating “All in
favor of approving the budget say Aye.”, “All opposed?”, “Abstained?” and decisions
are tallied.
The Chairman then summarizes if the decision was approved or rejected in stating
“So moved.” Or “motion denied”.
This summary of how to come to a vote from Roberts’ Rules of Order may seem overly formal,
but it is the most efficient and fair way to come to a decision. And it is really very simple: when
you have a decision to make, you seek a motion, get a second, discuss the issue, and vote.
This is a universal standard for decision making that most anyone who joins your board should
be familiar with.
One comment about the discussion period that follows the second motion; as anyone who has
ever sat on a committee knows, these discussions can drag on well beyond their usefulness.
Someone once said, “After 10 minutes everyone has said what they have to say. The rest is
just ego.” It’s up to the person running the board meeting to keep the discussions as brief as
possible and always professional and productive, never personal.
What should happen after the meeting?
The meeting should be followed by a set of minutes that disclose the members in attendance,
the topics discussed, and a record of any decisions made by the group. The minutes are the
only record of items presented to the Board, making it essential that they be as concise and yet
as complete as necessary. An outline of the motions and their clearly stated outcomes is
necessary to provide a thorough review of the board’s actions. It is also good to include in the
minutes any commitments made by individuals or the group, such as the promise to follow up
on a question, or the offer to make a networking phone call, etc. While not a matter for vote,
these commitments come out of key board discussions and when recorded in the minutes they
serve as a reminder to the individual who committed to the action.
Conclusion
The harmonious working together of the Executive Director and the Board of Directors is
essential for the success of any non-profit organization. This success comes from effective and
purposeful Board of Directors meetings. Well run and productive meetings create a sense of
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purpose and fulfillment for those involved in the organization and pushes everyone toward the
attainment of the organizational goals.
Additional Information and Resources:
1. The Official Robert’s Rules of Order Website:
http://www.robertsrules.com
2. Smooth Nonprofit Board Meeting Tips:
http://t-tlaw.com/np-04.htm
3. 50 Quick Tips on Board Meetings:
http://www.mhahc.com/Boardmeetingtips.htm
Peter Giersch is COO of Cathedral Consulting Group, LLC and a Managing Director in
the Midwest Office. Michael Leppellere is a former Associate in the Midwest office.
For more information, please visit Cathedral Consulting Group LLC online at
www.cathedralconsulting.com or contact us at info@cathedralconsulting.com.
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