Key Takeaways

  • Board of directors rules come from bylaws, state laws, and formal governance policies.
  • A quorum must be met before voting on official business; otherwise, discussions are informational only.
  • Meeting preparation involves setting dates, assigning roles, and drafting a clear agenda with reports and action items.
  • Boards often use Robert’s Rules of Order to ensure fairness, structure, and efficiency during meetings.
  • Responsibilities extend beyond meetings, including oversight of strategy, financial health, compliance, and executive accountability.
  • Boards may hold periodic (regular) and ad-hoc (special) meetings, with flexibility to invite external participants when necessary.
  • Efficient use of time and respect for directors’ availability is essential to maintaining credibility with stakeholders.

The board of directors protocol describes the procedures related to the organization and execution of board meetings. It's also called board etiquette and includes general advice that helps ensure that meetings are kept on-task and productive. Let's overview of important aspects of the board of directors protocol.

Read Through the Bylaws

The bylaws of an organization usually dictate the number of members required to create a quorum and how often board meetings must be held. A quorum is the minimum number of members required to officially vote on issues and resolutions. Although board meetings can be held without the quorum, no official actions can take place during the meeting. Such actions include the increment of dues, changing membership requirements, appointing officers, or amending bylaws.

Understanding the Legal Basis of Board Rules

Board of directors rules are rooted in several layers of authority: corporate bylaws, state statutes, and governance regulations. While bylaws specify quorum requirements, meeting frequency, and officer responsibilities, state corporate laws often add mandatory provisions—such as fiduciary duties and shareholder reporting obligations. Many organizations also adopt board governance policies that provide guidance on ethics, conflicts of interest, and director independence. Together, these frameworks ensure decisions are both legally valid and aligned with organizational best practices.

Propose a Date for the Meeting

A date should be set for the meeting, and other board members must be contacted to determine if they can attend. Even if the number of members that intend to be present on the proposed date can make up a quorum, other factors may necessitate a change of date. Such factors may include the unavoidable absence of members holding key positions as well as outdated financial documents and other records/reports.

Once you've set the date suitable for everyone, book a meeting space and communicate the place, time, and date to board members. You should also make arrangements for equipment, refreshments, and other necessary items.

Types of Board Meetings

Boards generally hold two categories of meetings:

  • Periodic meetings – Regularly scheduled sessions, typically quarterly, where directors review financials, compliance reports, and long-term planning.
  • Ad-hoc meetings – Special sessions convened to address urgent issues such as mergers, crisis responses, or executive transitions.

Depending on the bylaws, meetings may be held at company headquarters or virtually if permitted. Boards can also request attendance from advisors, auditors, or legal counsel when their expertise is needed.

Send Out Assignments

If certain board members have roles to play during the meeting, it's best to contact and inform them individually or as a group. You should send out the action items arising from the last meeting to those concerned for review. Also include copies of the meeting's minutes since board members will need to deny, amend, or approve them at the upcoming meeting. Offer help to members who require assistance in making their presentations.

Roles and Responsibilities of Board Members

Beyond preparing assignments, directors have ongoing responsibilities that shape the organization’s success. According to governance best practices:

  • Strategic Oversight – Approving major initiatives, guiding mission alignment, and setting long-term goals.
  • Financial Stewardship – Reviewing budgets, ensuring financial sustainability, and safeguarding assets.
  • Executive Oversight – Hiring, supporting, and evaluating the CEO or executive director.
  • Legal and Ethical Compliance – Ensuring the organization complies with applicable laws, regulations, and internal policies.
  • Accountability to Stakeholders – Representing shareholder or member interests while making decisions for the good of the organization.

This broader context helps directors understand that their duties extend beyond attending meetings to active stewardship of the entity’s mission and integrity.

Draft the Agenda

When preparing the agenda for board meetings, the following items must be included:

  • A call to order.
  • Introduction of members.
  • Approval of the last meeting's minutes.
  • Review of old matters/issues.
  • Committee reports.
  • Treasurer's report.
  • President's report.
  • Discussion of new matters/issues.
  • Adjournment.

The agenda must be relevant, clear, and concise. It should include the time, date, and meeting place as well as a comprehensive list of the items to be addressed during the board meeting.

Copies of the agenda should be sent to board members so that they know when they will be making their presentations. Be sure to include breaks in between sections (especially during long meetings) to enable board members to check in with their respective offices.

Using Robert’s Rules of Order

Most boards rely on Robert’s Rules of Order, a standardized framework for conducting meetings. These rules ensure fairness by allowing all members to make motions, debate, and vote in an orderly manner. Key elements include:

  • Only one main motion may be considered at a time.
  • Motions must be seconded before discussion proceeds.
  • Debate is moderated by the chair to prevent disorder.
  • Votes can be taken by voice, hand-raising, or ballot.
  • Minority opinions are recorded, even when majority votes prevail.

Following Robert’s Rules helps boards avoid disputes, promote transparency, and maintain consistency across meetings.

Meeting Format

A lot of boards use Robert's Rules of Order when conducting meetings. These rules represent an orderly system of making motions, presenting information, conducting business, and passing votes during a meeting. You should review these rules, especially the section concerned with raising and passing motions, to ensure that important items to be discussed are allowed under your bylaws.

Before adjourning the meeting, have the secretary or a designated replacement read out the action items and resolutions that were agreed upon during the meeting. Before calling a vote, you should confirm the number of attendees to ensure they make up a quorum.

The CFO, CEO, and board director should review the financial report(s) before the meeting to pinpoint any anomalies and familiarize themselves with its content. Doing so enables them to knowledgeably answer any questions that may arise during the meeting.

Efficient Use of Meeting Time

One of the most common mistakes at board meetings is the non-efficient utilization of time. It's considered unprofessional to start late or exceed the scheduled meeting time since board members are busy individuals and their time should be respected. Members usually have incredibly busy schedules and may have seats on the boards of several other companies. Investors appreciate it when you keep to the expected time schedule of board meetings.

Before closing the meeting, it's expected that the chair of the board appreciates the guests, hosts, and the board of directors for participating in the meeting. A summary of the resolution agreed upon during the meeting should be read, and the date, time, and location of the next meeting must be announced.

Post-Meeting Follow-Up and Documentation

Once a meeting concludes, governance rules require accurate documentation of decisions and action items. Best practices include:

  • Minutes Approval – Drafting and circulating minutes within a week, then formally approving them at the next session.
  • Action Tracking – Assigning deadlines and responsible parties for follow-up tasks.
  • Transparency – Making resolutions available to shareholders or members when required.
  • Archiving – Storing official records securely for compliance and reference purposes.

Proper follow-up not only fulfills legal obligations but also strengthens accountability and ensures continuity between meetings.

Frequently Asked Questions

1. What are the most important board of directors rules?

They include maintaining quorum, following bylaws, complying with corporate laws, and observing ethical standards such as conflict-of-interest policies.

2. How often should a board of directors meet?

Most boards meet quarterly, but bylaws may require more frequent meetings. Ad-hoc meetings may be called for urgent matters.

3. Do board meetings have to follow Robert’s Rules of Order?

Not legally, but many boards adopt Robert’s Rules for fairness, order, and consistency.

4. Can non-board members attend meetings?

Yes. Auditors, attorneys, or subject-matter experts may be invited to provide input, but they typically have no voting rights.

5. What happens if quorum is not met?

The board may still meet and discuss items, but it cannot vote or pass binding resolutions without quorum.

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