Board Meetings

One of the biggest responsibilities facing any organization – for either volunteers or staff - will be the effective facilitation of board meetings. The practical aspects of a board’s meetings are important and can have a big impact on the board’s effectiveness.

WHEN TO MEET?

As a registered non-profit organization, at least one meeting is required as an annual meeting. According to BoardSource, "The board should meet only as many times as are required to fulfill its role and it should hold meetings wherever the setting is most conducive to quality board work." An organization should look closely at the responsibilities of the board and meet only when they are meaningfully addressing one or more of them. Prevailing practice is that boards meet on a regular schedule and address issues on a planned basis over the organization's calendar or fiscal year.

HOW TO PLAN A MEETING?

The Board President and the Executive Director should agree on the agenda for each board meeting, which should devote appropriate time for discussion of each of the board’s primary responsibilities.

A Board’s annual Work Plan should identify each of the board’s responsibilities with a particular meeting date when the item will be discussed. Management will be aware of the information requirements for that meeting and plan accordingly. When necessary, there should be time allocated at each meeting for additional matters not included in the board work plan.

Board meetings should also include time at the end of each meeting for the board members to hold an “in camera” session (ie without management present) to give the board an opportunity to discuss sensitive issues in a timely and confidential manner.

Key steps in planning a meeting:

• Determine a date and location.
• Set an agenda and identify and confirm speakers and those invited.
• Provide a notice of meeting.
• Send reminders and confirm (RSVPs) attendance.
• Confirm food and refreshments, equipment needs, and set up required.
• Be early to greet attendees.

GOLDEN RULES OF BOARD MEETINGS

The first rule for board meetings is to be polite and fair. Polite means good manners; disagreeing with a motion or an idea is never as hurtful as disagreeing with a person or telling him or her that they are wrong. Good manners also beans showing respect fo the Chairperson. Fair means that majority rules – always.

The second basic rule is that the board meeting belongs to the directors and not to the chairperson or the executive director. An approval of the agenda allows all board members an opportunity to agree on what will be discussed.

An organization should look closely at the responsibilities of the board and meet only when they are meaningfully addressing one or more of them.

RULES OF ORDER

Many boards use Robert’s Rules of Order, or a version of rules, to conduct their meetings. While each board may need their own style, some of the key principles should apply.

CALL TO ORDER

When sufficient members have arrived to constitute a quorum, the Chair will call the meeting to order. In addition to any announcements and “housekeeping” items such as lunch arrangements, the chair should introduce any visitors or guests. A director is within his or her rights to inquire from the Chair as to the identity and purpose of anyone present who has not been introduced.

APPROVAL OF AGENDA

The next item of business is for the directors, by motion made and seconded, to approve, add to, or delete items form the agenda. Directors do not have an automatic right to demand that an item be added – majority rules.

APPROVAL OF THE MINUTES

The motion to approve or accept the minutes of the previous meeting is an opportunity for the directors to attest to the accuracy and/or correct any errors that may appear. Directors who were not at the previous meeting can ask questions, but should not speak to this motion. This is not an opportunity to re-consider, review or debate the wisdom of the decisions reached at the previous meeting – only an opportunity to confirm that they are accurate. The motion should acknowledge their acceptance “as distributed”, “as published” or “as read” (but it is not common for them to be read aloud at a meeting).

REPORTS

There are several types of board reporting, and in most cases, these reports should go out to board members prior to the meeting.

• President’s Report

The President will provide a brief update including organizational highlights, and the work that pertains to the board, since the last meeting.

• Treasurer’s or Financial Report

A financial report will be given that highlights any important changes to the organization’s financial situation. To highlight the key indicators of financial change, this report may be summarized into a Dashboard Financial Report.

• Executive Director (or other staff) Report

An executive director, or other staff person, will give report(s) on key areas of change within the organization that have occurred since the last meeting. The Executive Director may also speak to Board Briefings, which provide a summary of an issue, and possible options.

• Board Committee Reports

Board’s may have a number of different committees, so it is important to identify which Committee Reports will occur at which meetings. See Board Work Plan example.

• Special Reports

Special Reports are any other report that is shared with the board, including both internal and external analysis of key operations and environmental concerns. Board briefings may be prepared in advance to accompany a report.

Although important, this can be a time-consuming part of the meeting. Whatever reports are included in your meeting, avoid reading them verbatim as part of the meeting. Use a reporting format that is based on heading summaries. See sample reports. The emphasis at the board meeting should be on the board’s discussion -- not reading a report.

OLD BUSINESS/NEW BUSINESS

These headings are placeholders in a board agenda to deal with items that have not been brought up prior to the agenda’s development. Aim for a detailed agenda that does not need these placeholders. Old Business should be included in one of the board reports. And in order to respect everyone’s time, New Business should refer to the topics you will explore at another meeting.

SUMMARY

Before jumping to the date and time of the next meeting, it is always a good idea to review the highlights of your meeting and identify the key actions required prior to the next meeting. Some boards will complete a quick meeting evaluation.

SAMPLE AGENDAS - FORMAL VS INFORMAL

MAKING A MOTION

The motion is the foundation for all Rules of Order. A motion is a request, or a proposal, for an action to be taken by a board, usually made by a director. At a board meeting, motions are used to: accept reports; accept decisions of the majority; and adjourn meetings. Motions are made by a director stating, “I move…” before specifically stating the action the board should take. (Some boards prefer that directors, other than the Chair/President, make the motions).

SECONDING THE MOTION

After a motion is made, the Chairperson will call for a seconder. Another director must second the motion before the entire board can move into a discussion. At this point, a seconder does not have to be in favour of the motion, he or she just believes the motion is worthy of discussion. A seconder does not have to have the floor to “second” a motion. The Chair may make a call for a seconder.

MOTION OPEN FOR DISCUSSION

At this point, the board can discuss the motion put forward, and ask any questions of clarification, or request a need for more information. From the discussion, four things can happen:

• Proceed to Vote on the Motion
• Amend the Motion
• Table the Motion
• Strike the Motion

VOTE ON THE MOTION

When sufficient discussion has taken place, the chairperson will call the matter to a vote, or ask the board members if they are ready for the question. The question is a restatement of the motion so that the board members can vote. Each board member, other than the Chair, gets one vote. Most board use a voice vote of ‘aye” for yes, and “nay” for no, or raise their hands in favour, against, and identify themselves if they abstain from the vote. The votes are counted and the majority vote determines if the motion is passed or defeated. The Chair will only vote to break a tie.

AMEND A MOTION

After discussion, a motion may be amended by adding certain words, deleting certain word or substituting words. An amendment may modify the motion slightly, but should not radically alter or contradict the motion. Reasons to amend the motion:

• To make a small change, like date, time, etc., and/or
• To make it more clear to the reader.

After an amendment is made, the Chairperson may call for a vote on the motion.

TABLE THE MOTION

At some point in the discussion, a director may move the question be laid on the table, or tabled, which moves the board to temporarily set aside the motion, mainly due to lack of information, or lack of time for discussion. Tabling the motion can be used by the President to halt discussion on an unpopular or controversial proposal. It is a means of postponing a decision indefinitely rather than closing it by decisive vote. The motion to table is neither debatable, nor amendable.

When the motion to table has been seconded, the Chair must put the “motion to table” to a vote immediately. If the majority vote agrees, the subject is closed. A tabled motion cannot be taken from the table unless another item of business has been transacted since the question was laid on the table. If the tabled motion is not removed from the table by the end of the next meeting, it ceases to exist.

MOTION TO RECONSIDER

The motion to reconsider can be made by a board member when he or she wishes to ask the entire board to revisit a previous decision made at the same meeting. Reconsider is most commonly applied to main motions, but some subsidiary and incidental motions are also subject to reconsideration.

MOTION TO RECIND

If it is necessary to change a decision that was adopted at a previous meeting a member would make a motion to rescind. The exceptions and uses for the motion can get complicated. But to keep things simple, remember that an affirmative vote cannot be reconsidered if it has been partly carried out, or if in the nature of a contract, the party to the contract has already been notified.

Example:

Mover: "Ms. Chair, I move (organization name) spend up to $500 to honour volunteers for long-term service, as outlined in the proposal made June 30, 2014.”

Seconder: Another member seconds the motion, by saying, "I second the motion." The seconder may be motivated because he/she agrees with the motion, or because he/she wants the motion to reach the floor for debate.

Chair: Reads the motion. "It has been moved and seconded that our organization will spend up to $500 to honour volunteers for long-term services, as outlined in the proposal made June 30, 2014.”

Discuss: Chair gives floor to the mover to make the first comment. Other board members can be given the floor to ask questions or add comments. The discussion could lead to several options.

Mover: “I move to amend the motion by increasing the amount to $1,000.”

Chair: Reads the amended motion. "It has been moved and seconded that our organization will spend up to $1,000 to honour volunteers for long-term services, as outlined in the proposal made June 30, 2014.” If the amended motion is not passed, the original motion may still be on the table.

The discussion ends when the Chair calls for a vote, or “a question", or no more discussion takes place. The Chairperson says, "Are you ready for the question?"

Chair: The Chair should read motion again for clarity, or may go directly to, "All those in favor signify by raising your right hand"

Counts and makes note

Chair: Opposed is called for. Counts and makes note

Chair: Abstained is called for. Counts and makes a note.

Chair: "The motion is carried" or "The motion is defeated."

MEETING MINUTES

While some board want all the details of a meeting captured, the minutes of a meeting need only capture the decisions made, actions agreed and responsibilities given. They also include any statements which were specifically requested to be in the minutes.
The advantage of using a formatted page with columns is you are not required to read the whole document to determine what action is required of you. Here’s a sample template you can use for recording and distributing minutes.

Date of meeting___________Location____________________Time ______ to ________

Attendees:

AFTER THE MEETING

The level of work expected before the next meeting, may determine how quickly you want to provide the minutes from the meeting, have the Executive Director share the actions with other staff, and move forward with items that impact operations.

• Dealing with the minutes

Minutes should be typed and distributed in a timely manner. The sooner you can prepare the minutes, the better – as you will have better recall of what actually took place, and what was decided. Ideally, you should have the minutes distributed within 24 hours; realistically, one week is a good goal to strive towards. As Chair, you may be responsible for making sure the recorder is doing his/her job.

• Informing Staff

Some items in the minutes impact the ongoing work of staff. The Executive Director should know which information he or she can communicate to staff before the minutes are compiled.

• Follow up on Actions

If the minutes are sent out quickly, board members and staff will understand the implications and what work falls into their responsibility. Some people who go to meetings and promise the world, but never deliver. Some do not take notes and do not remember what duties they have been assigned. The Chair should be aware of who has committed to a particular responsibility. Go over your action list and follow up with those who have obligations. Is there progress? Coach them to success, but don't let them delegate to you.