The effectiveness of board meetings is key to successful decision-making and an organization’s development. A board meeting allows for productive discussion of the company’s current operations and setting short- and long-term goals. And one of the secrets to an effective board meeting is a proper board meeting protocol.
Read this guide to learn more about the board of directors meeting protocol and how to create one for your organization’s effective board meetings.
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What is a board meeting protocol?
A board meeting protocol is basically a set of rules an organization should follow when conducting meetings. It helps all board members stay focused on the company’s goals, be more productive in making decisions, and save board members’ and stakeholders’ time.
|Note: The terms board meeting agenda, board meeting minutes, and board meeting protocol are sometimes used interchangeably. However, this is not correct.|
– An agenda represents a list of events that should take place during a board meeting: from calling to order to an adjournment.
– Meeting minutes represent a record of what happens during a board meeting and are created after the meeting.
– A meeting protocol describes a set of rules that should be followed before, during, and after a meeting.
There’s no single format for the board meeting protocol template since each organization has its own corporate structure and procedures and creates its board meeting protocol based on that.
However, running a board meeting protocol commonly means indicating the following:
|Board meeting rules||These govern various technical details, without which a board meeting can’t take place, or the voting won’t be considered legal. Board meeting rules also include the number of board members required for a quorum.|
|Board meeting etiquette||Board etiquette represents actions that board members should take or avoid to establish a positive atmosphere within the board where everyone is heard and respected. It can be anything from pausing notifications on mobile phones to knowing when someone is allowed to speak during a board meeting.|
|Board meeting procedures||These explain all the internal company procedures that should be followed when conducting board meetings and how meetings should be structured. These are basic rules for actions that should be taken during such procedures as a call to order or adjournment.|
Types of board of directors meeting protocol
As mentioned above, there’s no single template for a board meeting protocol. It depends solely on the organization of what to include in the protocol and how to regulate the board meeting.
Naturally, board meeting protocols might differ depending on the type of organization: private, public, or non-profit. It means that the board meeting protocol for a non-profit organization will differ from one for a private or public for-profit organization, and those differences will be primarily dictated by the organization’s goals.
What dictates the board meeting protocol?
The creation of a corporate board meeting protocol is always dictated by specific guidelines or legal requirements. The most common are listed below:
- By-laws. This is the basic document that describes the company’s approach to conducting meetings. It details the responsibilities of the chairperson, board directors, and other members, states the number of meetings that should be taken annually, and other legal requirements.
- Robert’s Rules of Order. It’s a well-known parliamentary procedure template that many organizations worldwide use to conduct board meetings.
- Standing Rules. This document provides guidelines on how to implement the by-laws and includes such information as the meeting’s date and location, the composition of the board, rules for electing new members, and how the meetings have to be recorded.
- Corporate Governance Code. This document describes regulations for particular situations that can affect board meeting protocol. It can be anything from how to handle a conflict of interest to detailing governance concerns in meeting minutes.
- Open Meeting Acts. Some organizations (usually governmental) are required to disclose their board meetings to the public. This eventually impacts the board meeting protocol as the responsible person has to make sure Open Meeting Acts are created, and the board meeting is open to the public on time.
11 stages of a board meeting protocol
As it was already mentioned, a board meeting protocol is pretty unique for every organization. The stages specified in the protocol for the board of directors meeting depend on the organization’s type and corporate structure.
However, there are certain stages a common board meeting protocol includes. We divide them into those that take place before, during, and after a meeting.
|Before the meeting||Determining the meeting purpose|
Calling the board meeting
Creating the board meeting agenda
|During the meeting||Recognizing a quorum|
Calling the meeting to order
Approving the agenda and minutes
Communication and reports
Discussing the old and new businesses
|After the meeting||Closing the meeting|
Now, let’s more closely review what each stage presupposes.
1. Determining the meeting purpose
This is the basis for the board meeting planning. You should clearly understand and state why you call a meeting, what should be discussed, and what results are expected.
2. Calling the board meeting
This step presupposes setting a date and time for a meeting that will suit most board members so that the quorum can be formed. You should send all members a formal meeting notice of the meeting, as well as all materials to be reviewed prior to the meeting.
3. Creating the board meeting agenda
To ensure a successful board meeting, creating a board meeting agenda is essential. It describes the meeting procedure and notes all the issues that should be discussed. It also allows for informing relevant board members if any particular action is expected on their side prior to or during the meeting.
The easiest way to create a board meeting agenda is ready-to-use templates that board portal software provides. Board management software offers numerous templates for creating an outline for a successful meeting: from a board meeting agenda template to a board resolution template.
4. Meeting preparation
This stage presupposes that all board members familiarize themselves with the documentation that should be reviewed prior to the meeting. The CEO and CFO thoroughly review financial reports and committee reports so that they can answer questions in-depth during the meeting.
5. Recognizing a quorum
The first order of a meeting is for a chairperson to determine whether a quorum is present. The quorum is defined in the company’s by-laws. If there’s no quorum established, then a simple majority rules during voting.
6. Calling the meeting to order
The next step is for a chairman to call the meeting to order with a simple statement. A chairperson then can also address any issues of personal or perfunctory nature, such as welcoming new members, visitors, and other board members and thanking retiring members.
7. Approving the agenda and minutes
The meeting officially starts after the chairman gets the approval of the current agenda and minutes of the last meeting from every board member. If there are any amendments wanted to the current agenda, the amended agenda is usually approved without a vote.
To get approval for the meeting minutes, the secretary usually either reads the previous meeting’s minutes or sends them prior to the current meeting. The chairman then asks all board members if there are any amendments required, and if so — the amendments can be approved without or with it a vote.
8. Communication and reports
The core part of the board meeting is hearing the reports from an executive director and standing or special committees. This also triggers a discussion if needed.
9. Discussing old and new business
The discussion of old business includes things that were discussed at the previous meeting and are now ready for approval.
The discussion of new business includes all the items that are new to the agenda. It’s typically followed by a vote, but sometimes the decision can be postponed to the next meeting.
10. Closing the meeting
A meeting is considered closed when the chairman thanks the visitors and declares the meeting’s closure.
11. Following up
After the meeting, it’s essential that the chairperson follows up with the executive director regarding all the issues discussed during the meeting. They review all these aspects before the corporate secretary formally records the meeting.
Common mistakes when running a board meeting protocol
Though board meeting protocol provides a clear understanding of how the meeting should be conducted, there are common mistakes that still typically occur.
- Board members are not well-prepared for the meeting. This is quite a counterproductive attitude that can negatively affect decision-making and the company’s goal achievement. That’s why it’s important to have a clear board meeting protocol that specifies the board members’ preparation stage prior to the meeting.
- Board members interrupt each other during the discussion. It often happens when board members have strong feelings about a particular issue. Such behavior can significantly affect the effectiveness of the board meeting. However, having the board meeting etiquette clearly specified in the board meeting protocol can help to avoid such situations.
- Board members don’t attend regular board meetings. It’s essential for a quorum to attend board meetings to ensure the effectiveness of decision-making. Board meeting protocol might not always help to regulate this issue. However, when the attendance of a quorum is specified in the protocol, it helps to reduce meeting “skipping.”
Board meeting protocol template
Below is a simple example of what a board meeting protocol template can look like.
Board meeting protocol is the key to ensuring the effectiveness of a board meeting. It specifies the rules, procedures, and etiquette all board members should follow, which allows for getting the most out of a board meeting.
And with using the board management software, creating board meeting protocols is even easier. Board portals not only offer various templates for effective board meetings but also enable virtual board meetings right within the software.
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What is a quorum?
A quorum is the minimum number of board members that must be present during the meeting to ensure legal voting.
What is the role of the board chair in ensuring proper protocol during board meetings?
The chairperson is responsible for ensuring that the board meeting protocol is followed and fulfills its expectations.
How can board members prepare themselves for a board meeting to ensure productive outcomes?
First and foremost, board members should familiarize themselves with the materials they receive prior to the meeting. This allows for being aware of the meeting’s purpose and expectations. Additionally, they should read and follow the rules specified in the meeting protocol to ensure the effectiveness of decision-making.