So how do you actually run a board meeting? Read on to navigate the governance documents we’ve provided you with, or if you’re simply interested in learning more about how to run your nonprofit’s first board meeting.
The first meeting will be different than all other meetings. At the initial meeting, specific matters must occur in order to adequately establish the organization. If you’re one of our clients, we’ve simplified this process by equipping you with two templates to ensure you’ll satisfy these foundational formalities—(1) an Initial Board Meeting Agenda Template and (2) an Initial Board Meeting Minutes Template.
Because the first meeting really is very different, we’ve dedicated this guide entirely to the first meeting. For advice on all subsequent meetings, refer to our article How to Run Your Regular Nonprofit Board (or Committee) Meeting.
There are three phases to running a smooth first board meeting:
- Preparation for the Meeting
- During the Meeting
- After the Meeting
Before the meeting you should send the Board what we like to call a “Board Packet” (for our clients, these documents can be found in the governance suite we’ve provided you with), which will consist of the following documents:
- Initial Board Meeting Agenda
- Board of Directors Position Description
- Conflict of Interest Policy
- Document Retention and Destruction Policy
- Whistleblower Policy
By sending the board packet ahead of time, board members can come to the meeting prepared to efficiently adopt the Bylaws and required board policies.
Other documents that may be included in your governance suite:
- Audit Committee Materials: These materials are only applicable for organizations with gross revenues over two million dollars.
- Executive Compensation Materials: Use these only if the organization pays any of the executive staff.
You can learn more about these requirements here.
During the Meeting
Here’s where the (1) Initial Board Meeting Agenda Template and (2) Initial Board Meeting Minutes Template come into play. The agenda and the minutes will essentially mirror each other. The agenda will be your guide; the minutes will be your record.
As the meeting’s facilitator, you should serve as the “Recording Secretary” and complete the first set of minutes with the template we’ve provided you. Thereafter, the elected secretary will take on this duty.
Board secretaries eventually learn the “art” of taking meeting minutes—to record the board’s decision-making process, while avoiding lengthy details and descriptions. The good news is that you won’t need to worry about this much in the first meeting because there’s less decision-making and more formalities.
Attendance and Quorum
Take Attendance. In the minutes, note the directors present and absent.
Announce Quorum. A quorum is a legal term for, basically, the minimum required number of directors that need to be present for a meeting to actually take place. It is meant to serve as a protection against a minority of directors making decisions on their own. An organization’s required quorum is usually simply a majority of the directors, but you can set it at a higher number (e.g. 2/3 of the current directors). Without a quorum present at board meetings, decisions are void and must be voted on again, at a subsequent meeting with a quorum. The acting secretary should do a head count and announce that a quorum is present before the meeting actually begins.
After taking attendance, a board member may choose to introduce the organization’s goals and discuss its mission statement. You’ll then facilitate the “Proceedings” segment. Here’s where you should use the Meeting Minutes to summarily announce the following matters, each signified with “Resolved” in the Meeting Minutes template:
- Adopt Bylaws
- Appoint Officers
- Adopt Accounting Year
- Authorize Bank Account
- Appoint Legal Counsel
- Adopt Board Policies
- Conflict of Interest (important)
- Document Retention & Destruction
- Authorize Application for Tax Exemption
Since you’ve already distributed these materials in the board packet, this segment should be a combination of approving these policies, discussing any questions, concerns, or proposed changes to such policies, and designating certain duties mentioned in these polices.
Next, the treasurer (or another board member if a treasurer has yet to be appointed) should discuss the organization’s proposed annual budget, revenue and expenses. Make note of this in the meeting minutes in the “New Business” section. Also note any materials distributed and attach these to the meeting minutes. For example, you may briefly note that “Treasurer Tim reported on the organization’s annual budget, revenue and expenses. These materials are filed with the meeting minutes.”
Keep it simple. No need to dive into the details here. Attach all materials referenced in the meeting (i.e. the annual budget) to the Meeting Minutes themselves. Plus, this will allow you to more effectively listen and participate at the meeting, without being preoccupied with creating an overly detailed record.
New Business and Adjournment
Here, the board should adopt an annual board meeting calendar by discussing and selecting a meeting date for each quarter. This will also help satisfy the meeting notice requirement. You may even consider creating a shared google calendar to note these dates.
Discuss any other new business. At the initial meeting, this may include sponsorship ideas, potential programs, and board member candidates.
After the meeting
Circulate the meeting minutes to the board soon after. These will need to be approved before or at the beginning of the next meeting. After the initial meeting, the organization may open a bank account. A bank will typically ask for either the Articles of Incorporation or the signed Initial Board Meeting Minutes in order to establish the account.
As you can see, certain formalities must get taken care of at the initial meeting. We promise, not all meetings will feel so rigid.
By: Jenna Macek
- Nonprofit Board of Directors FAQs
- Board Building 101: How to Build Your Dream Board
- How to Run Your Regular Nonprofit Board (or Committee) Meeting
- 5 Legal Tips Every Nonprofit Should Know
- How to Keep Your Tax Exempt Status: Pt. 1
- How to Keep Your Tax Exempt Status: Pt. 2
Disclaimer: Although this article may be considered advertising under applicable law and ethical rules, the information in this article is presented for informational purposes only. Nothing should be taken as legal advice. Reading this article does not form an attorney-client relationship with us. An attorney-client relationship is formed through a signed engagement agreement. If you would like further information, wilkmazz pc would love to help you out! Feel free to reach out with any questions.
Photo Credit: Phillip Harder