Operations

Board Governance Basics: What Happens at a Nonprofit Board Meeting?

| Updated August 16, 2018

Use a collaborative style to encourage full participation

You've recruited members for your nonprofit's board of directors or trustees and they're ready to roll up their sleeves and get to work. Now what? Here's help facilitating productive and efficient board meetings.

Understand agenda ABCs

Good preparation for a board meeting begins with a thoughtful agenda.

A typical written agenda includes a heading of identifying information, such as the organization name and address, and the meeting date, time and location. Other parts of the agenda appear in outline format, often using Roman numerals to identify items for discussion. Typical elements include approval of minutes, reports, old business, new business, and comments and announcements. The date of the next meeting should be listed at the end of the agenda.

When creating an agenda:

  • Give each agenda item a set time frame. Consistently respecting the allotted time shows board members that they, and their time, are valued.
  • Group together noncontroversial items for a consent vote. This might include a package of routine committee reports, meeting minutes, and other items that don't require discussion or independent action. This practice saves valuable meeting time for discussion of more strategic issues.
  • Provide a clear intent for each agenda item. For example, describe whether the purpose is to provide background information, to generate new ideas, to solve a problem, or to support an active decision.
  • Allow plenty of lead time. Ideally, you'll send the agenda and associated background information to board members two to three weeks before each meeting. This task typically falls to the board secretary, with staff assistance as needed.

Assign RSVP responsibility

Assign someone in your organization, typically the board secretary, to collect and track meeting RSVPs in advance. If you don't hear from a particular board member, get in touch personally. You'll need a quorum, or minimum number of voting members, to make the meeting worthwhile. If your board of directors has five members, for example, your organization's governing documents may establish the quorum as three members.

MissionBox Engagement Communities This article is sponsored by MissionBox Engagement Communities

Similarly, you'll need a plan to address absences by board members who have specific responsibilities. For example, board bylaws typically specify who should preside over a meeting if the board chair is absent. It's also common practice to appoint a recording secretary — usually a staff member — to take notes if the board secretary is absent.

Clarify rules of engagement

Board meetings typically follow this classic pattern:

  • Call to order. During the meeting, the board chair announces the call to order and may make welcoming remarks, ask for introductions, or read the organization's mission and vision statements. The board secretary typically takes attendance.
  • Changes to the agenda. The chair then asks if there are any changes to the agenda. Additions and deletions to the agenda are made at this time and noted by the secretary.
  • Approval of minutes. The third item on the agenda is approval of the minutes from the previous meeting. Minutes are typically taken by the secretary, and all board members have an ethical and legal responsibility to make sure that the minutes accurately reflect the board's business.
  • Reports. The first report should be from the executive director or chief executive, covering operations and projects. The next report is typically from the finance director. Subsequent reports may be given by committee chairs.
  • Old business. This is the time to handle past business items that are unresolved, need further discussion or require a board vote.
  • New business. Board members discuss new business items and identify next steps, which may include setting an item aside, delaying action to a future date or referring it to a committee.
  • Comments, announcements and other business. At this point in the agenda, members may make announcements, such as offering congratulations or condolences. Any other business may be brought up at this time, too, such as items that need to be added to the agenda for the next meeting. Setting aside off-agenda topics for future discussion helps ensure that the main agenda items are addressed first.
  • Adjournment. This is a formal closing of the meeting by the board chair.

Many nonprofits manage board meetings according to Robert's Rules of Order. Some organizations even list the rules of order in their bylaws. Whatever rules you choose to follow, make sure they're readily accessible should questions arise.

Promote participation

How the board chair and the executive director interact with each other sets the tone for the rest of the board. Modeling a collaborative style that respects different points of view will help board members feel comfortable voicing their own opinions.

To encourage full participation by board members:

  • Distribute tasks among members so that everyone participates but no one is overloaded
  • Create specific action items according to the background, expertise, and schedule of each member
  • Assign an appropriate staff member to work with each committee
  • Create a system of checks and balances to monitor committee work and ensure that tasks are completed on schedule

It's also important to periodically ask board members for feedback on the meetings. If something isn't working, be open to different approaches. Considering the perspectives and needs of each board member helps build an effective board.

MissionBox editorial content is offered as guidance only, and is not meant, nor should it be construed as, a replacement for certified, professional expertise.

References

Board Effect: Board meeting agenda format and template by Jeremy Barlow (2016)

Governance Matters: Board/executive director tensions

For Small Nonprofits: Cheat sheet for Robert’s Rules of Order (2014)

National Council of Nonprofits: Effective meetings

The Bridgespan Group: How should a nonprofit board be structured?

Harvard Business Review: How to design an agenda for an effective meeting by Roger Schwarz (2015)

The Houston Chronicle: What is included in a meeting agenda? by Monica Patrick

GOV.UK: Guidance: Charities and meetings (2012)

Was this article helpful? Recommend

Writer and editor grounded in the nonprofit health care arena