Incorporated organizations are required by law to have members’ meetings. This often translates into an Annual General Meeting (AGM) of the full membership and regular, more frequent meetings of the board of directors. The number of meetings a board holds in a year is outlined in its bylaws, but it’s often monthly or bi-monthly although it’s not unusual to only meet quarterly. Board members attend and vote at board meetings.
Other members of the organization or special guests may be welcome to attend board meetings but usually as invited visitors with no vote. The Executive Director attends board meetings as well as an ex-officio (or non-voting) member of the board.
At one time, Robert’s Rules of Order was used by many non-profit organizations as a guide to conduct meetings. The book, however, was based in parliamentary language and was often confusing and too formal for volunteer directors. Many resources have since been adopted by boards to help them run meetings that are effective, matched with their organization’s governance structure, and easy to read and understand. One excellent example is Call to Order: Meeting Rules and Procedures for Non-Profit Organizations by Herb Perry of Big Bay Publishing (www.morfa.com/bbp/).
Just because meetings are a necessary and legal part of board governance doesn’t mean that they can’t also be an enjoyable and productive part of the governance cycle. For board meetings to be effective they need to:
- Have a purpose
- Provide enough notice and appropriate materials for members to be prepared
- Be chaired effectively
- Follow proper meeting procedures and respect the time of board members
- Have clear supporting documents such as an agenda, minutes and other reports
- Ensure all participants have a voice and are respected
- Include some social interaction and networking time
- Accomplish results and/or have action items
- Be documented with minutes
Carter McNamara, author and trainer experienced in non-profit management says the most frequent reasons for poor board meetings are insufficient time to review materials before the meeting, insufficient member participation, and poor time management during the meeting.
The usual purposes of board meetings are to:
- Make decisions
- Set policy
- Solve problems
- Plan and evaluate
These may not all occur at every meeting, but satisfied board members will leave a meeting having at least learned something or accomplished something. While boards are legally required to meet, it’s equally important to value the time of the volunteer members or risk losing them. The United Way’s board development resource states that an estimated 50% of meetings could be replaced with other actions such as memos, emails or conference calls. Although technology may be able to replace the need for some meetings, it is important that meetings still be held in accordance with organizational bylaws.
The Ontario Trail Council has produced a meeting management document with several useful tools and templates for effective meetings including a Meeting Options Matrix to help boards decide if a meeting is necessary. It lists criteria such as time available, further information needed and the level of involvement and commitment of members. A couple of examples from the matrix are:
|Criteria||No Meeting – Take Personal Action||Communicate or Meet Selectively||Convene a Group Meeting|
|Available time||Only you are available||Few people are available||All are available|
|Full understanding of subject||Only you need to understand||Some others must understand||All others must understand|
The role of planning and preparing for board meetings usually falls to the chairperson and the Executive Director. The extent to which each is involved is dictated by the organization’s governance structure. For example, the chairperson of a hands-on administrative board may prepare the agenda after getting some input from the Executive Director while a policy-governance chair may meet with the Executive Director prior to a meeting to determine board issues versus staff issues are and then plan an agenda around only the board issues.
The key to preparation is for everyone to be clear about the role they play and what needs to be done prior to the meeting. Examples include:
- Adequate notice has been provided to board members in a format that has been previously agreed upon (i.e., two weeks prior to the meeting all board members are emailed a reminder and package).
- Copies of all documents needed prior to the meeting are distributed to members (agendas, past minutes, correspondence, proposed policies, committee reports, etc.).
- Facility space is booked or confirmed along with any equipment that may be needed for the meeting (i.e., flipchart, LCD projector, coffee machine).
- Arrangements for food and refreshments are confirmed (if applicable).
- Special guests (if applicable) have been confirmed and arranged to appear at an agreed upon time on the agenda.
The Ontario Trails Council suggests some key questions be considered prior to a board meeting including:
- What is the agreed upon purpose of the meeting? (to train, inform, plan, decide, etc.)
- What are the desired outcomes from the meeting?
- What materials are needed to facilitate the meeting? Who will handle them? (agenda, handouts, visual aids, etc.)
- Are additional resource people needed? (who, who will contact them)
- What activities can best be used to achieve the stated goal? (brainstorming, survey, discussion, buzz sessions, etc.)
- How much time will be needed to deal with the issues? (agenda should be planned with time frames when possible)
- What background information needs to be circulated to the participants?
- Where could the meeting most effectively take place? (office, conference room, etc.)
- Who will be responsible for room arrangements, refreshments, clean up, etc.?
- What form of minute taking will be most effective?
The chairperson is ultimately responsible for ensuring that meetings stay on track, timelines are respected, everyone’s voice is heard, and goals are accomplished. Most organizations have an elected chairperson in place for a term that is outlined in the organization’s bylaws. However, some organizations have a rotating chair, appointing someone different from the board as a whole at each meeting. In either case it’s important to have a clear job description of what is expected.
The Minnesota Council of Non-Profits has developed a comprehensive job description for the position of board chairperson. During meetings, the chair should:
- Encourage participation by all board members
- Allow time for all views and sides of an issue to be heard and discussed before a vote
- Ensure members understand the discussions and terms of an issue by asking for clarification when necessary
- Summarize discussions before voting or moving on to the next item
- Keep the meeting on schedule by adhering to the agenda and keeping board members on topic
- Manage conflicts that arise during the meeting
- Ensure decisions are made clearly and explicitly (by vote or consensus) so that there is no room left for misunderstanding or misinterpretation
- Read or call for motions, call for votes on an issue, ensure votes are counted and recorded in the minutes (if required)
- Ensure that the recorder of minutes reflects attendance, motions and votes
On some boards the chairperson does not vote unless there is a tie, but this would be clearly laid out in the organization’s bylaws.
One thing most volunteers will agree on is the importance of meetings starting and ending on time. While everyone has a responsibility for ensuring this happens by reading material beforehand and staying on track with discussion, it is the chair’s role to call the meeting to order, move through the agenda as per timelines, and adjourn the meeting. Waiting for a late board member disrespects those who made the effort to arrive on time, and keeping people long after a meeting should have ended disrespects everyone’s time.
Of course, common sense should always play a role. If half the board is missing and you know traffic was bad then it makes sense to wait an extra few minutes if everyone present agrees. Similarly, if a topic generated more discussion than was planned the chair should ask whether the group wants to stay later or stick to the end time and defer other items to a future meeting.
It should be noted that when the chairperson is not able to attend a meeting, the vice-chair or other designated board member will assume the above duties and responsibilities.
There are certain procedures common to board meetings such as:
- Calling the meeting to order
- Reviewing and approving an agenda
- Ensuring there is a recorder and having minutes taken
- Reviewing and approving minutes from previous meeting
- Calling for motions, a seconder and voting on items when appropriate
Further to that, the board’s governance structure and bylaws will dictate other aspects expected at meetings such as committee reports, staff reports and open discussion/networking time. For a board meeting to be considered legal in terms of its governance and incorporation status there needs to be quorum. Quorum represents the minimum number of voting board members who need to be present at a meeting for decisions to be made. The number defined for quorum is stated in the organization’s bylaws but is generally the majority, or half plus one. For example, a board of ten may have quorum set as six which means at least six board members must be in attendance for the meeting to be called to order.
When quorum is present the chair can call the meeting to order. When quorum is not met a meeting cannot be called to order nor can any decision be made, issues voted on or minutes taken. A record should be kept that showed the meeting was cancelled due to quorum not being met.
Herb Perry’s Call to Order is a well-regarded resource used by board members to understand the procedures to attending and participating in a meeting. It contains easy-to-read instructions for issues related to board meetings including:
- Dealing with other business not on the agenda
- Making motions
- Withdrawing and amending motions
- Voting procedures and methods
- Declaring conflicts of interest
- Tabling discussions
- Adjournments and recesses
- As well, United Way Canada’s Board Development Resource Manual provides a template for proposing a motion as per the following chart:
Explanation of Motions Template
|Type of Motion||Purpose of Motion||Requires Seconder||Requires Discussion||Can be Amended||Vote Required|
|To table||To clear floor for more urgent business/set aside||Yes||No||No||Majority|
|To amend||To improve motion||Yes||Yes||Yes||Majority|
|To refer to||To allow more careful committee consideration||Yes||Yes||Yes||Majority|
|To limit or extend discussion to certain time||To provide more or less time for discussion||Yes||No||No||2/3|
|To call for the vote||To end discussion immediately and vote||Yes||No||No||2/3|
|To raise a question or privilege||To bring up an urgent matter due to undesirable conditions||No||No||No||Majority|
|To recess||To secure a rest||Yes||Yes||Yes||Majority|
|To adjourn||To end the meeting||Yes||No||Yes||Majority|
|To rise to a point of order||To enforce rules or call attention to rule violation||No||No||No||Majority|
|To appeal ruling made by Chair||To determine attitude of assembly on ruling made by Chair||Yes||Yes||No||Majority|
|To suspend rules temporarily||To allow special action not possible within the rules||Yes||No||No||2/3|
|To withdraw motion||To prevent vote or inclusion in minutes||No||No||No||Majority|
|To object to consideration of a motion||To prevent wasting time on an unimportant decision||No||No||No||2/3|
|To rescind||To repeal motion discussion||Yes||Yes||Yes||Majority|
|To ratify||To approve previous action taken||Yes||Yes||Yes||2/3|
One of the best ways to hold effective meetings is to put thought into the agenda, distribute it prior to the meeting, and then stick closely to it during the meeting. Ideally agendas should note:
- Topics/issues to be covered at the meeting
- Action required for each topic/issue (i.e., information only, discussion, decision)
- The person responsible for leading the discussion or providing information
- A timeline associated with each item
Some organizations, in keeping with their governance structure, have standing items that appear on the agenda such as a report from the governance or nominating committee. Some organizations ensure there is time at every meeting to discuss the organization’s strategic plan and succession plan, especially in relation to goals achieved related to the plans. It can also be helpful to include the organization’s mission statement on the agenda as a constant reference and focus.
Boards that work under a policy-governance model have clearly laid out rules about what appears on an agenda that often link to the organizations ‘ends’—in other words the goals of the organization and the results it hopes to achieve through its existence and work ( Policy Governance.com The Authoritative Website for the Carver Policy Governance® Model ).
However, all boards can borrow from the policy-governance model when it comes to setting an agenda by asking a simple question: “whose issue is this—the board’s or staff?” If the answer is the board then the item should be added to the board meeting agenda; if the answer is staff then it is better left for the Executive Director to deal with. A sample agenda that represents the typical format and content of a board meeting can be viewed at Free Management Library.
Most boards in an effort to be effective and efficient will avoid one-way communication, i.e., having someone read a report or present information that requires no discussion or action. An Executive Director who reads through a list of activities that have occurred since the last meeting or a fundraising committee representative who reads committee meeting’s minutes is not only inefficient but can be tedious and boring. It’s more appropriate to include the reports and any updates in the board package and have members read it beforehand. The chair should acknowledge the reports during the meeting and ask for any specific questions, concerns or further discussion; otherwise reports should receive no further attention at the meeting.
The same can apply to correspondence. Many organizations receive a large quantity of information between board meetings. The board package sent prior to the meeting can include a list of the correspondence and copies (if feasible and warranted). Members who want to look at the information can do so prior to or after the meeting, but time is not devoted to correspondence at the meeting unless board input is needed.
Members of a board who don’t play a leadership or executive role still have responsibilities to ensure the effectiveness of a meeting. This includes active participation but also to:
- Arrive on time and stay for the duration of the meeting
- Read materials prior to the meeting to be prepared for discussion
- Be respectful of others who are speaking and avoid interrupting, rudeness and side conversations
- Have an open mind when listening to discussion and opposing perspectives
- Ask for clarification before voting or making a decision if unsure about something
- Carefully word motions
- Volunteer to help with items that require action and follow up on action items prior to the next meeting
Board members need to feel they are accomplishing something and being recognized for the work they do. When this happens at board meetings members are more apt to participate. Ideas and tips for encouraging participation from board members can be found in the article How to Engage Your Board Members and Keep Them That Way
Some boards have found it beneficial to include social/networking time on the agenda. This has to be something closely monitored by the chair to ensure it is not too time consuming and doesn’t take away from priorities of the meeting. It should be something that everyone agrees upon.
An alternative can be to tag social time onto the beginning or end of a meeting. It is an optional time for members to either arrive early or stay later to catch up with other board members and share information. Boards may also opt to have a social gathering once or twice a year in place of a regular meeting, such as a dinner or cocktail party in December or a BBQ/picnic during the summer months. Board members who have social media accounts can also chose to link with another using them mediums.
It is important for boards to have social opportunities as it builds a more cohesive team and ultimately leads to more productive and effective meetings.
The long-standing debate about meeting minutes is deciding how much information to include. It is a challenge to be able to reflect the intent of an action item without providing all of the nitty- gritty discussion details. The key is to realize that minutes are legal documents of the organization, but they are also intended to be read in the future, often by people who weren’t at the meeting. While it’s important that all motions, decisions and action items are recorded, it’s equally important that there be some context to how the decisions were made.
At a minimum, minutes need to include:
- The date and location of the meeting
- Members who were present for voting
- Motions put forth, the mover and seconder
- Amendments to motions
- The outcome of the motion (whether it was carried or not) and record of the vote including dissenters and those who voted in abstention or by proxy
The responsibility of recording and distributing minutes is usually given to an appointed or elected officer of the board called a secretary. On some boards, responsibility for taking minutes is delegated to staff and the minutes are then reviewed and approved by the secretary. As well, some boards that don’t have executive positions may appoint the secretary on a rotating basis or may delegate the responsibility to a staff person.
In addition to the formal minutes of an organization, some organizations also prepare action items. The action items may be part of the minutes or a separate document attached to the minutes. To view a sample and tips for minute taking see How to Write Effective Minutes by WildApricot.
Minutes and action items should be distributed to board members as soon as feasible after the meeting. At a minimum they should be distributed to the board to provide enough time for members to review them prior to the next meeting. At each meeting there needs to be time allotted to raise questions, clarify items or make amendments to the previous meeting’s minutes. Ideally, the minutes should have been read and reviewed prior to the meeting, eliminating the need to read through them at the meeting. Any board member who requires assistance in reading and reviewing the minutes should have the opportunity to do so prior to the meeting.
Once the minutes are approved by a vote of the board they become part of the official record of the organization. A copy of all minutes should be kept in one location along with a back-up copy. Many boards get the secretary (and sometimes the chair) to sign an official copy of the minutes. Board members should receive their own copy of minutes including any amendments.
In addition to regular board meetings, organizations hold general meetings. These are often referred to as Annual General Meetings (AGMs) because one must be held no later than 18 months after incorporation and annually thereafter. There must be no more than 15 months between general meetings for organizations that are incorporated under Ontario law (Source: Not-For-Profit Incorporator’s Handbook available through the Ministry of the Attorney General.
General meetings include the broader membership of the organization and board members. Every member in good standing of an organization is entitled to vote at general meetings, and those not able to attend may vote by proxy (through another member who is present). Membership criteria and eligibility are set out in an organization’s bylaws. The current board of an organization runs the general meeting. There are agendas and minutes taken, similar to a board meeting, but there are differences in some procedures including voting methods, notice of meetings, conflict of interest and quorum. Herb Perry’s Call to Order: Meeting Rules and Procedures for Non-Profit Organizations provides details on the differences in procedures between board meetings and general meetings.
Items usually addressed at general meetings include:
- Presentation of an annual report of the board of directors
- Nominations and elections of new directors
- Presentation of the financial statements of the past fiscal year (usually by the organization’s treasurer or auditor)
- Appointment of auditor for the next fiscal year
- Amendments, changes or additions to the organization’s bylaws
The topic of board evaluation will be covered more fully in the next section, but the activities suggested below are some ways to gain input on the effectiveness of your board meetings. At the same time, the results can feed into the larger board evaluation process.
Boards can take a formal or informal approach to gaining feedback about their meeting effectiveness. Informally, once or twice a year (depending on how often the board meets) a simple survey can be handed out to directors asking questions like:
- What do you like best about board meetings?
- What do you like least about board meetings?
- Are you satisfied with the items that are usually on the agenda?
- What could be done to encourage more discussion at the meetings?
- Is the timing and location of meetings convenient for you?
- What changes would you suggest to make meetings more effective and productive for you?
The more formal tool provided below has been adapted from Board Building: Recruiting and Developing Effective Board Members for Not-for-Profit Organizations. It involves selecting an objective observer (paid or volunteer) to sit in on one or more meetings to observe the board’s process as it carries out its activities at a meeting. Using the checklist provided, the observer is not meant to give advice but to summarize the feedback and provide it to the board for review.
Meeting Observer Checklist (Source: The Muttart Foundation)
Rate items 1—Poor; 2—Needs Work; 3—Adequate; 4—Very Good; 5—Excellent
- Meeting scheduled at convenient time/location
- Majority of board members were in attendance
- Agenda and supporting documents circulated prior to meeting
- Meeting began on time
- Agenda items relevant to mission, goals and objectives of the organization
- Agenda items related to board work (not staff or committee issues)
- Structure and leadership of meeting encouraged thoughtful discussion
- Agenda items were clearly identified as for information, discussion or decision
- Reports were tabled and only questions and/or discussion related to them were considered
- Decision-making method being used, such as collaborative or simply majority, was identified before the decision was made
- Appropriate information was available to make decisions
- Atmosphere was relaxed and friendly
- All board members were encouraged to participate
- Motions were accurately recorded in minutes
- Meeting duration was appropriate to needs of the group and the issues to be addressed
- Staff and board members presenting information were prepared and effective
Ask each board member to also rate:
- Strengths of the meeting:
- Weaknesses of the meeting:
- Suggestions for future effectiveness:
- Ten Quick Ways to Improve Board Meetings has unique and fresh ideas for keeping board meetings effective and interesting.
- The Importance of Board Meeting Attendance from The Non-profit Conversation blog touches on how effective meetings can enhance board member participation and attendance.
- Effective Meetings from the HRCouncil.
- Board Building: Recruiting and Developing Effective Board Members for Not-for-Profit Organizations. Board Building: Recruiting and Developing Effective Board Members for Not-for-Profit Organizations from the Muttart Foundation. A tool for assessing the work of the board.