Preparing For The Board Meeting – The Board Chair’s Role

Q&A summary with NFP expert and Atlantic Business Magazine CEO Hall of Fame member Darrell Kuhn

The board meeting is arguably the most important governance responsibility of the board of directors. The reason is that all key strategic decisions and activities by the board are done at the board meeting, and most of the key stakeholders of the organization are highly invested in just how effective the board is – particularly the board meetings. 

Donors are also very keenly interested in your organization, and if they sense that your board meetings are disruptive or not functioning as well as they should be, they may well withdraw part of, or all of their funding. This can make it extremely difficult to not only keep or attract board members, but even to continue operating your board effectively.

Responsibilities of the Board Chair

The Board Chair is ultimately responsible for the board meeting. That may sound a little bit onerous, but it is the Board Chair’s responsibility along with the Executive Committee and the Executive Director to ensure that the meeting agenda is appropriate and structured properly. It must contain all of the key components that are necessary for the board to deliberate on.

The Board Chair will also want to make sure that the supporting agenda item information is compiled and sent out to all members with plenty of advance time before the board meeting

Preparing the meeting agenda

The Board Chair, along with the Executive Committee and the Vice Chair, Corporate Secretary and Executive Director should be the resources for compiling information. 

The Vice Chair – They must review the Key Outstanding Items Report. If you’re unfamiliar with this, it is a document that compiles all of the chronological information that the board is reviewing at any one time. It keeps up to date things like the Strategic Plan, board priorities, and any other key items that were discussed or captured at previous board meetings. The Vice Chair decides and provides recommendations to the Board Chair on which items should be included at the next board meeting.

The Corporate Secretary – The Corporate Secretary has a few responsibilities in board meeting preparation. The first is determining which governing policies should be reviewed. Every governing policy should have a review date attached to it. Some are reviewed annually and others biannually or maybe even every 3 years. It is the Corporate Secretary’s responsibility to determine which of those policies should be included for a review on the agenda. Second, the Corporate Secretary identifies any items that have been tabled from previous board minutes that need to be updated and provided to the agenda. This information is provided directly to the board chair. Finally, the Corporate Secretary ensures that the minutes from the previous meeting are accurate and are ready to be provided to the board for approval at the next meeting.

The Executive Director – Once all of this information is compiled and put in the agenda and agreed to by the Executive Committee and the Executive Director, it is the Executive Director’s responsibility to provide the relevant information needed for the upcoming items on the agenda. There may be a variety of reports in the agenda – some that may be periodic and some that may be repetitive but also necessary, ie: financial reports. Financial reports can be provided monthly or quarterly but should be no less frequently than quarterly. Other information that could be included is updates on the business plan, compliance reports, audit reports, or even end of year financials. All of these types of reports and others should be included into the meeting agenda when appropriate.

Once all of the information is compiled, the Executive Director will disseminate that information to the entire Board of Directors. A rule of thumb is to provide that information at least 10 days in advance of the meeting. This gives the Board of Directors ample time to review in detail so that they can have meaningful discussion at the board meeting. If the information is provided on short notice or not at all, chances are that the discussion will be short and very important decisions could be impacted.

The Executive Director is also responsible for ensuring that board members understand the date, time and venue for the meeting. This is typically outlined well in advance through a schedule of meetings that’s provided to all board members at the start of the year, but this also serves as a reminder from the Executive Director.

Governing policy on meetings

For a board meeting to be most effective, there should be a governing policy in place that outlines all of the key responsibilities and expectations of everyone at the board level. Many organizations do not have this policy in place which makes it very difficult to be strategic in your board meeting process. It’s important that this be done and approved by the board and that a copy of the board meeting policy is provided to every board member and reviewed periodically. 

Highlighting the importance of receiving all of the information in advance

I want to give you an example of what I experienced myself in one of my board directorships. On this particular board, we had decided on a significant renovation project that was needed. We had completed our tendering process, received responses from several tenders and we were (seemingly) ready to award the winning tender. When it came down to decision time, there were some board members who were talking amongst themselves that they weren’t really comfortable with making a decision on this process because they didn’t feel that they had all the information from the responses to make an appropriate informed decision. 

Well, the board continued forward and ultimately awarded the contract. A few weeks later the construction process started and soon after we received a letter from the president of one of the competing firms, informing us that the owner of the winning bid was related to one of our board members. 

This immediately put us in a conflict of interest. If we had taken the time to review all of the information in more detail we probably wouldn’t have ended up in that regrettable situation. Unfortunately, this also caused a ripple effect in the community and had an effect on the board’s reputation and that of the organization. So in the end the board had no choice but to revisit that situation. We couldn’t simply terminate the contract that was just awarded but we ultimately did terminate the construction process temporarily and put it on indefinite hold. This allowed us to take the time to view the situation and remedy the reputational damage that had been caused. This took some time and the construction process was not revisited again until well over a year later after an entirely new tendering process was done. 

So it’s important that if you feel like you don’t have all the information you need, it’s a board member’s responsibility to ask for it and it’s the Board Chair’s responsibility to make sure that all relevant information is out to the board before a key decision is made. It can put your reputation at considerable risk.

Some general rules of thumb for preparing for board meetings

There are certain areas on the board agenda that are typically “rubber stamped” so to speak, because they are repetitive. You can take that portion of the agenda and simply ask if there’s any questions on those items since they’re on the board agenda at every meeting and this allows more time to spend on other key items. 

If there is a particular key item that you suspect is going to be of considerable discussion, in some cases you may want to schedule a special separate meeting dedicated solely to that item. This may happen with “big ticket” items like a construction project or anything else that involves a large investment, or anything in general that could have a significant impact on the organization, its members or its donors. You may spend an hour alone on these items and not even come to a decision right away, but at least if you’ve had a good discussion it can be brought up again at the next board meeting for a final approval.

Question #1: What can I do to ensure the information package is received in a timely manner?

A best practice is to ensure that all information for the upcoming meeting is sent out to board members at least 10 days in advance. This gives everyone the opportunity to review but it also gives any board member an opportunity to request additional information prior to the meeting if necessary.

Question #2: What should I do when I don’t receive all of the information I need?

Remember, if you feel like you need more information, it is your responsibility to speak up and ask for it. If you’ve done that already and you still feel that you haven’t been provided with adequate information – once you’re at the board table you can suggest that an item be tabled. Do not put your personal reputation or your board’s reputation in a precarious position if you are unsure about something. Finally, you also have the option of withdrawing from a board decision or vote by asking that your vote be recorded as “not voting on this item due to insufficient data.”

Question #3: How do I know if my board agenda is appropriate?

Each board member should have a copy of all of the policies that have been prepared and reviewed by the organization. They should also have a copy of the overall Strategic Plan for the organization. Understanding the goals of the Strategic Plan should help inform what is appropriate for your meeting agenda. Each meeting should also have a Key Items Report so you can keep track and record what’s happening so that you are able to request any potential missing items for future meetings.

D2 offers a variety of easy to follow, self paced courses to help run your board more effectively, including a free course on how to run your board meetings more effectively, with a written guide, more video content and even sample governing policies you can start using today to get started.

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