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.
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. |
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.
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 Meeting preparation |
| 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 Following up |
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.
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 board meeting, as well as all materials to be reviewed prior to the meeting.
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.
Struggle to simplify the board governance? Find out what kind of software would be the most convenientThis 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.
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.
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.
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.
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.
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.
A meeting is considered closed when the chairman thanks the visitors and declares the meeting’s closure.
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.
Though board meeting protocol provides a clear understanding of how the meeting should be conducted, there are common mistakes that still typically occur.
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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