You’ve conducted your first board meeting, congratulations! (If not, read our article on how to conduct your initial board meeting so you can check that requirement off the list.)
There are usually less formalities involved in regular meetings than in the initial meeting (hooray!); however, there are still necessary requirements to fulfill, and best practices to follow. Note: The legal requirement to record meeting minutes apply to meetings of board committees with the same force as meetings of the whole board. The instructions below, therefore, can be used as a guide for both types of meetings.
Here’s a roadmap:
- Set an Agenda and send this to all meeting participants.
- Collect and send all regular reports and financials to directors—this way directors can look over the documents before the meeting, take notes, prepare questions, and familiarize themselves with the information.
- Prepare the meeting minutes template: include the name of expected attendees, guests, and speakers.
The atmosphere and character of your organization’s board will dictate the ebb and flow of your meeting, but typical meetings consist of:
- A board member (usually the Chair) will call the meeting to order,
- The Secretary will take attendance and announce that a quorum is (or isn’t) present,
- The Secretary will ask for the minutes from the previous meeting to be approved, and any directors present will second the approval,
- The Executive Director or other Officer’s will deliver their reports,
- The Treasurer will deliver his/her report,
- Any new business that the organization needs to discuss or needs to vote on will be dealt with,
- Any other announcements will be made, and
- The Secretary/Chair will adjourn the meeting.
Recording the meeting minutes at each meeting is an important formality that cannot be overlooked. In this section, we give you tips on how to effectively write meeting minutes. But before we jump into how to do it, it’s helpful to learn what role these meeting minutes play. Here’s why they are so important:
Poorly made business decisions could leave directors liable for the organization’s loss (yes, even in nonprofit organizations). The problem is that bad business decisions are always easy to point out in hindsight—but in reality, these decisions may have been supported by sound reasoning at the time. That’s where meeting minutes come in. The minutes create a record of the board’s decision-making process, and, as in grade school math class, an outside investigator or judge will want to see your work in getting to the decision and not just the bare decision itself.
As long as the board of directors acted on an informed basis, in good faith, and in the honest belief that the action taken was in the best interests of the organization, its board and officers should be shielded from liability. The minutes will be the organization’s record to demonstrate the logic and reasoning behind the board’s sound business judgment.
Here are some meeting minutes requirements:
- Date and time of meeting;
- Directors present and directors absent;
- Whether quorum was established (very important, because decisions made without a quorum present are invalid);
- Any departures and re-entries of directors; and
- Any board actions, such as approvals, delegations of authority, or resolutions.
Here are some best practices for taking meeting minutes:
- Include Specifics such as date, location, who attended, directors absent, directors who arrived after a substantive decision, and who kept the minutes (usually the Secretary).
- Include Substance such as resolutions adopted, issues discussed, and reports received.
- Avoid tape recording or the urge to capture every word spoken (these can be subject to discovery in a lawsuit, and may be used out of context). Also exclude time spent on particular items.
- Write. Strive for clarity when writing the minutes. Avoid using lengthy/verbatim descriptions.
- Send. Circulate the meeting minutes to the board via email, for review and approval, either the day of, or a few days after, the meeting while the information is still fresh.
Overall, your goal is to record the board’s decision-making process, but to avoiding transcript-like details. Here are some phrases that may help you strike that balance:
- “Questions were asked and answered.”
- “[Board member] suggested ___________.”
- “[Board member] inquired into how ____.”
- “[Board member] solicited feedback on ______”
- “[Board member] suggested_____. Discussion ensued.”
Set Action Items and Follow Up
- Action steps are the tasks assigned to board members during the meeting. A timeline for each action step should also be discussed and agreed upon.
- After the meeting, review the assigned action steps.
- Once you’ve reviewed these action steps, email board members to:
- Send them the meeting minutes (shortly after the meeting—with 1 of 2 days, so the meeting is still fresh in their mind); and
- Remind them of their assigned tasks; and
- Thank them for their contributions to your organization.
- Your organization and your actual meetings will be more productive if directors move the work forward between meetings.
Overall, leading an efficient and effective meeting is an acquired skill, but by implementing these tips, you’re off to a great start. Remember a good meeting requires planning, organization, and clear expectations. Make any adjustments as needed, depending on the character and the needs of your specific board. Before you know it, your board will be flowing like a strong, healthy heart.
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