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.
