A post to Exponent Philanthropy's blog

Governance Basics: Board Meeting Requirements and Strategies

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Great board meetings are achievable. Following a few legal requirements plus tried-and-true strategies can create an environment and a process for efficient, enjoyable foundation board meetings.

Legal requirements

For incorporated foundations, different states have different legal requirements for notice, quorum, voting and frequency of meetings.

Requirements for meeting minutes are more standard across the nation. Documenting minutes at each meeting is required for incorporated foundations (and sometimes for foundations created as a trust; refer to your trust document). These minutes are a permanent record of the board’s decisions. The board secretary or someone designated by the secretary records the minutes, which include basic information, such as the date of the meeting and attendees.

Legally, you must record the board’s decisions; how much additional information to include in the minutes, though, is more of an art than a science. As a rule of thumb, think about a future reader of the minutes and record as much information as necessary to provide context and clarity. Avoid lengthy details that may discourage board members from speaking freely.

Strategies

Advance preparation

Agendas can be detailed or broad brushstrokes, but they always help organize the flow of the meeting and keep the meeting on time and everyone on target. A good agenda also contributes to the discussion itself, keeping the topics coherent and interesting. An agenda can clarify when the board is being asked to advise and when it needs to give—or withhold—approval.

Ask committee leaders and other board members if they would like to see particular topics on the agenda. Allow time for constructive, free discussion around important issues. Some boards hold one meeting each year for long-range planning, another for grantmaking decisions, and a third for financial review and discussions.

A consent agenda, which includes routine actions requiring the board’s approval but not necessarily discussion, can make meetings more efficient. All items on the consent agenda, such as approving previous meeting minutes and committee reports, are grouped together, so require only a single motion and vote for approval. A board member can ask to have any item removed from the consent agenda and added to the regular agenda if he or she desires further discussion on the topic.

Make a habit of including time for board development, which can include topics, such as board member responsibilities, how to read financial statements, or legal obligations. It also is helpful to set time frames for each item on the agenda and keep track of time during the meeting.

Send meeting materials to board members in advance of meetings via hard copies, e-mail attachments, or a board portal. Meeting materials should contain the agenda and any information pertinent to decisions to be made at the meeting, such as grant proposals or reports.

Facilitation

Good communication is a critical skill for board members, yet it does not always come easily. At times, family or board roles, history, or dynamics can hinder how a board member communicates at meetings.

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It sounds simple, but one way to help keep board meetings on track is by following the agenda. In addition, encourage open participation and honesty by modeling it. Contribute to creating a positive culture by including the foundation’s mission at the top of the agenda and recapping the meeting’s achievements at the end.

Some small foundations find it helpful to hire an outside facilitator to plan and run board meetings. They appreciate having a neutral party at the table, and someone who will keep discussions on track. The facilitator may be a hired consultant, a family friend or professional associate skilled in facilitation, or a colleague from another foundation. The key is finding someone who complements your board’s culture and working style.

Decision-making process

There are no hard and fast rules about how boards must make decisions, as decision making will be based on your foundation’s culture and working style. Some common elements, though, will keep decision making respectful and productive:

  • Base the decision-making process on the foundation’s shared values. For example, if respect is a key value, then the process should ensure that each person has an opportunity to be heard. If harmony is a key value, then the process may allow for the board to table discussions so that members can negotiate agreements.
  • Uphold respectful conduct, even during disagreement.
  • Acknowledge that consensus may be preferable—but not more than honesty.

It helps to have procedures in place to handle issues that are difficult to resolve. Strategies include listing the pros and cons of an issue on a flip chart; giving board members time (e.g., overnight or until a future meeting) to consider the list of pros and cons; and providing an opportunity to vote after some period of consideration.

Follow-up and assessment

After the meeting, be sure to follow-up with any promised action items, including sharing the meeting outcomes with members who were unable to participate. Asking board members to evaluate the meeting’s effectiveness can be a great way to gain insights for future planning. It can also provide an opportunity for individuals to voice concerns that they weren’t able to during the meeting. Assessment can be done via a simple questionnaire distributed at the end of the meeting.

You can find a meeting assessment in Exponent Philanthropy’s Practical Board Self-Assessment, or you can create your own. Ask just a few questions, such as:

  • Did the materials you received in advance help you prepare?
  • Was the time used well?
  • Were any areas of disagreement handled well?
  • How could the meeting have been improved?
  • What would you like to see on the next agenda?

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