Updated November 11, 2020:

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.

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 Such factors may include the unavoidable absence of members holding key positions as well as outdated financial documents and other records/reports.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.

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.

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.

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.

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