Before and After the Board Meeting: Time Well Spent

You will know when you’ve sat through either a good, productive board meeting or a bad, unproductive meeting. The last thing organizations want to do is waste the precious hours that board members donate. Good organization plus sensitivity to the people and issues involved can ensure productive meetings.

Here are ten suggestions for before, during, and after board meetings:

The Before

1. Agenda prep.

The board president or chair and executive director (ED) typically plan the agenda together. Many boards now use consent agendas to streamline meetings and allow the focus to be on substantive issues. A consent agenda groups the routine, procedural, informational, and self explanatory non-controversial items typically found in an agenda. These items are then presented to the board in a single motion for an up or down vote after allowing anyone to request that a specific item be moved to the full agenda for individual attention. Other items, particularly those requiring strategic thought, decision-making, or action, are handled on the full agenda.

In preparing the full agenda, don’t try to cover every issue your nonprofit is facing in every meeting. Make certain items a priority. Discuss your most important agenda items early in the meeting when members are most engaged. Make sure time-sensitive, critical items requiring board action have ample agenda time.

2. Documents and information. Supply the board with the information it needs to make informed decisions, particularly if you are asking them to vote or take action at this meeting. Include relevant reports and financial statements. Encourage board members to review the agenda and meeting documents before the meeting.

Gone are the days of the three-inch board binder. Most boards have begun using board management software that saves time and provides for better governance—and improves collaboration both before and during the meeting. Some board training may be required for those members who are less tech-savvy.

3. Financial facts. Provide your board with good financial information in a format that doesn’t overwhelm them. Consider using a dashboard-type presentation rather than columns and rows of data.

Think seriously about the amount of detailed financial data you distribute to the full board. First, will they understand it? Second, will it be meaningful in terms of a decision they are making? Many boards use dashboards and leave the more detailed reporting to their finance committee. Be wary of what is distributed and discussed, particularly if you allow the public to join your meeting.

4. Sensitivity to controversial issues. Be aware of issues that might prompt a strong difference of opinion, and never begin or end a meeting with one. Good boards can weather heated discussions, and the best results often follow a better understanding of both sides of an issue. But you need to foster unity at the start and the end of your gatherings. Consider if certain items require a “closed session” where invited guests and the public are asked to leave the meeting.

Boards typically don’t understand Robert’s Rules of Order until there is a contentious meeting. Every board should have a parliamentarian, official, or “unofficial” to bring contentious meetings back on track.

5. Two-way communication. Don’t let communications from the ED, staff, or board committees be dictatorial. For example, if the ED presents a monthly report, solicit board opinion and allot time for member response. If a response isn’t needed, simply put a copy of the report in the preliminary board materials.

6. Ongoing education. Use some of the meeting time to educate board members. For example, a staff member could present “how to read a financial statement” one month, and the ED could present a summary of the board’s legal responsibilities another time. Be sure to allow some time for questions and answers.

7. Ongoing programs and activities. Board members want to know about programs and activities, so allocate time to showcase a different program at each meeting. Let the staff make presentations and be proud of their accomplishments!

8. “Dumb” questions are permitted. Board members need to feel safe asking relevant questions to get the information they need for intelligent decision-making. Some questions about how the organization works and its history may be necessary.

9. No shrinking violets. Make sure that each board member talks at least once during the meeting. Example: “Audrey, at the last meeting, you mentioned you were going to talk to your friend at Mega Compute Corporation about program sponsorship. How did that go? Do you have any other suggestions for potential sponsors?”

10. Follow-up. Follow up on the meeting with a summary of the key matters discussed, the conclusions, and action items. Include individual assignments and the next scheduled meeting date. A short debrief with the ED or Executive Committee may be a good idea.

The After

Minutes of board meetings are more than a parliamentary formality; they’re a legal record of your nonprofit’s activity. It’s important that board members ensure the minutes adequately detail matters of importance.

Why do minutes matter?

If your nonprofit is audited by the IRS or another authority, such as a state attorney general, board meeting minutes are likely to be one of the first things reviewed. Therefore, always prepare them in a manner that would withstand official scrutiny.

For example, if the IRS reviews your organization’s executive compensation policies, it will review board minutes to understand the process the board used to set compensation. If no reference is made to any discussion of compensation issues, the IRS would have to assume that decisions were made arbitrarily.

The minutes represent the actions of the board, and it’s often said that if something isn’t mentioned in the minutes, it never happened.

What should you include?

The board secretary is usually responsible for recording minutes during meetings and preparing them for the board’s review. The board then approves or amends the minutes. A final copy should be distributed to every member and retained in the board member manual and your organization’s official records.

At a minimum, your board minutes should include:

  • Meeting date, and start and end times
  • A roll call of board members
  • Voting results, i.e., actions taken, and the names of abstainers and dissenters
  • A general narrative of proceedings, including mentions of presentations, reports or documents introduced, and a summary of major discussions or debates
  • Future action steps
  • Signatures of the secretary and board chair

Also, make notations such as whether a quorum exists and guests who were present.

How much is too much?

Considering the pressure nonprofits face to be as transparent as possible in their operations, your organization may want to highlight certain types of information that are of interest to regulatory groups and stakeholders.

Areas of interest include:

  • Acknowledgment of significant gifts or contributions
  • Approval of funding contracts
  • Approval of annual budgets or proposed budget changes during the year
  • Authorization of banking institutions
  • Board approval or acceptance for investment, conflict-of-interest and other policies
  • Approval for purchases of equipment or other major items
  • Board designations for the use of certain funds
  • Recognition of restrictions on monies received
  • Salary adjustment approvals
  • Review and approval of the executive director’s salary

It is absolutely not necessary to capture every single word uttered at the meeting; documenting the key discussions and decisions should be the priority.

Read the full Winter issue of Insights, the HBK Nonprofit Solutions quarterly newsletter.

About the Author(s)

Kathleen has over 35 years of experience providing auditing, accounting, tax and consulting services to privately held businesses and not-for-profit organizations. She specializes in preparing tax-exempt status applications, consulting on charitable regulations, and providing outsourced management and accounting services. She routinely consults with organizations that receive federal and state funding. Kathleen as worked with a wide variety of nonprofit organizations, including membership organizations, public charities, private foundations, and special improvement districts. She frequently addresses conferences and meetings, and business and governmental organizations on nonprofit-related issues. Her community service includes positions on several boards, including currently as vice-chair of the Union County Education Services Foundation and previously the Two Hundred Club of Union County and the United Way of Union County.

Hill, Barth & King LLC has prepared this material for informational purposes only. Any tax advice contained in this communication (including any attachments) is not intended or written to be used, and cannot be used, for the purpose of (i) avoiding penalties under the Internal Revenue Code or under any state or local tax law or (ii) promoting, marketing or recommending to another party any transaction or matter addressed herein. Please do not hesitate to contact us if you have any questions regarding the matter.