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BOARD MEETINGS AND
MINUTES
Discussion Well
organized and productive board meetings are vital to the success of any
nonprofit. Just as each board member should understand their duties and
responsibilities for service
on a board, they must also understand how they must function as a team during
board meetings. Much of the structure of a board meeting is outlined in
an organization's bylaws. However, best practices would suggest a higher
level of governance than required by most states (i.e.,at least four board
meetings per year, etc.). In order to meet this best practice, members
of the board must understand their roles and provide constructive and thoughtful
participation based on their diverse skills and knowledge. Conduct
of Meetings (below)
Linked
pages:
Regular board meetings are essential
for good governance. Board meetings should be scheduled on a periodic basis in
accordance with the organization’s bylaws. While most states require only one
meeting per year, best practices suggest a minimum of four meetings per year. On
a regular basis, solicit from the board the most convenient day and time to hold
board meetings and then schedule them as far in advance as possible. Allow
adequate time to fulfill the objectives of the meeting. If a specific agenda
item takes more than the allotted time, table it until the next meeting and form
a small committee to research the issue and bring recommendations to the board
for full review and approval.
Preparation is key to a successful board meeting. Assembling and distributing
in advance (two weeks) a package containing the agenda and background materials
will help members fulfill their fundamental duty of care. To assist each member
in focusing on the issue, the executive director may want to include a
memorandum identifying the issues for discussion and what will be required of
the board (i.e., approval or discussion only).
Establishing ground rules for conducting board meetings can ensure that
differing opinions are heard and respected. For example, the chairman should
encourage members to be vocal, but to be professional and collegial, and make it
clear that speaking out of turn or personal remarks will not be tolerated. Also,
rely on staff for information and bring in experts to add an outsider's
perspective, especially for particularly contentious agenda items, or for
legal/financial advice. Avoid overly structured and procedural meetings. Allow
time for open discussion and deliberation.
It is important to keep communication to the board open after the meetings. Within 48 hours of the meeting, the executive director should send board members a list of assignments made during the meeting as well as a draft copy of the minutes. As needed, the executive director should monitor progress or offer assistance to make sure that assignments are on track for completion before the next meeting.
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