Board Meetings

Why Have a Board Meeting?

Much of the learning, planning, and doing of this world happens in group meetings. Boards can work well when there is a balance between a sense of solidarity and a focus on the task at hand. Board effectiveness is a mix of intelligence, creativity, and practicality.
Meetings will usually serve the following purposes:

Define the board.
Revise, update, and add to what the board knows as a group.
Create a pool of shared knowledge.
Build trust among members.
Help every individual understand both the collective aim of the organization and the way in which his or her own and everyone else's work contribute to the group's success.
Create common understanding and common purpose.
Coordinate people and activities.
Provide an opportunity to allocate resources.

Creating the Agenda

Properly created, an agenda has great power to clarify and energize a board meeting. In creating an agenda for the board meeting the President should:

Solicit issues and ideas from the other members, making certain that all items are appropriate concerns for the board level. Your Board of Directors should not get bogged down doing committee work.
Make certain that all action items have been thoroughly researched with summarized supporting data, committee findings, options, and recommendations mailed prior to the meeting.
Consider an "approval of agenda" item at the beginning that allows the board to agree to the tasks with corresponding times for discussion. With all in agreement, members agree to be "self facilitators" by confining their discussion to relevant information. This consensus aids the board with a high level of work to accomplish.
Be realistic. Make the agenda manageable. Don't add more items than the meeting can reasonably consider. Some items may need to be held over.
In dealing with agenda items requiring action, allow sufficient time for discussion to allow for opposing points or view, clarification of ideas and expression of personal viewpoints.
If an item needs mental energy and fresh ideas, put it near the beginning of the agenda.
Minimize oral reports of old business by providing written reports.
Identify each item "For Discussion," "Information Only," or "For Decision," as appropriate.
If an item is potentially divisive, consider placing it on the agenda between less controversial issues.
Urgent items must come before those that can wait.
Near each agenda item, list the name of the person responsible for introducing the item.
Make sure to mail the agenda and any supporting materials, allowing enough time for them to be read prior to the meeting.
From time to time, add an agenda item that allows board members to express their views about how the board does its work and how meetings can be improved.
End the meeting with a unifying item.

For ease of administration you may want to consider putting a time limit on each agenda item. Then you must run the meeting in order to stick to that time allotment.

Board Decision Making

Decision making segments of meetings require structure to keep members focused on the problem at hand. It might help for the board as a whole to consider the steps in the problem solving process.

A Problem Solving Model

Define the Problem
The Board discusses and defines the problem.
(Example: Monthly meeting attendance is down)

Establish an Objective or Goal
The board member states the desired outcome.
(We need to increase meeting attendance or We should have XX members at each meeting, etc.)

The President confirms the group's agreement to the problem statement.
(Do we all agree that increasing members to at least XX per meeting should be something we add to our strategic plan for the year?)

Generate Alternative Solutions
There are several methods that can be used, including simply calling for suggestions or brainstorming. The intent at this stage is just to get out the ideas, not to weigh their merits.
(Telephoning non attendees, get more members, mail letters, joint meetings, free meal, survey, incentives for those who do attend to bring a friend, etc.)

Establish Criteria for Evaluation
The President asks the group to define the elements of a good solution. This step allows for the board to consider ethical and mission-related issues.
(Manpower available, what has worked in the past, know your audience, budget, what is the time frame for results, etc.)

Evaluate Alternatives
It is appropriate to have the group rate or rank alternatives numerically.

Choose an Alternative
How the group arrives at a solution will depend on the size of the group and the sensitivity of the issue. Although you should strive for a group consensus, the most common method for decision-making is voting.

Guidelines:

When consensus isn't reached quickly, look for alternatives, the next best solution.
Don't discourage differences of opinion. Every opinion should be listened to and considered.
Don't change your opinion simply to avoid conflict.
The President should withhold his/her opinion except in the case of a split decision. When s/he is voicing a position, it should be done logically and fairly.

Achieving Consensus

Consensus may be defined as unanimity of agreement on a set of collective values or course of action for a group. It is a desirable objective for a Board to pursue. But striving for consensus should not be such an overriding goal that it leads to organizational paralysis or produces watered down, less desirable decisions. In a group process, conflict is inevitable and if kept within bounds, even desirable. Remember, however, that there is no substitute for common sense. An able leader will not push for consensus at the expense of seeing the board fail to make good, timely decisions.

Conflict management and consensus building are a necessity in making sound decisions.

Keep in mind the following:

The recruitment and selection of effective board members is critical to its performance. Talented, compatible (not necessarily similar) board members are critical for the consensus building process.
It is important to hold an orientation for new board members. This will ensure the new member understands the primary mission of the organization, the procedures by which the organization is run, the responsibilities of a board member, etc. These are all building blocks needed to construct a consensual foundation for the performance of the board.
The President should know what the meeting is intended to achieve, not in terms of specific outcomes, but in terms of what issues will be discussed and resolved.
An agenda and sufficient information about options should be provided to members of the board prior to the meeting. Good decisions are made from a solid information base.
The decision making process is appropriate and clear. Be comfortable and knowledgeable about parliamentary procedures; have a working knowledge of Robert's Rules of Order, but don't be rigid; be flexible enough to encourage consensus.
All members of the group should have a fair opportunity to influence the decision. Make an effort to involve all members of the group in the process.
Don't beat an issue to death. Watch for readiness to decide. Ask if people are ready to vote. When all the viewpoints have been heard and sufficient information has been shared, the President states their understanding of the group decision. Two of the most common faults of someone presiding over a meeting is allowing the same argument to be expressed again and again and the failure to terminate the discussion early enough.
Conversely, if the group is strongly divided and the issue is not pressing, deferring decisions for further study and reflection is sometimes appropriate. You may want to send the issue to a committee.
When criticism is leveled, it is the President's job to be sure that it is the idea that is being criticized and not the person.

Remember, the Board does not need to come to consensus on each item. It's time consuming and not very honest. The President should make sure everyone understands what the issue is, debates the differences and resolves the issue. If the decision making process is an open one with mutual respect for conflicting views, you will have succeeded in building a strong foundation for a consensual Board.

Parliamentary Procedure At A Glance

To Do This	You Say This	May You Interrupt Speaker?	Must You Be Seconded?	Is Motion Debatable?	What Vote Is Required?
Introduce business (primary motion)	I move thatÉ	No	Yes	Yes	Majority
Amend a motion	I move that this motion be amended byÉ	No	Yes	Yes	Majority
Have something studied further	I move we refer this matter to committee	No	Yes	Yes	Majority
Propose consideration of something	I move we postpone this matter untilÉ	No	Yes	Yes	Majority
End debate in order to vote	I move the previous question	No	Yes	No	2/3 vote
Suspend further consideration of something	I move we table it	No	Yes	No	Majority
Complain about noise, room temperature, etc.	Point of privilege	Yes	No	No	No vote
Recess the meeting	I move that we recess untilÉ	No	Yes	No	Majority
Adjourn the meeting	I move that we adjourn	No	Yes	No	Majority
Object to procedure	Point of order	Yes	No	No	No vote Chair decides
Request information	Point of information	Yes	No	No	No vote
To Do This	You Say This	May You Interrupt Speaker?	Must You Be Seconded?	Is Motion Debatable?	What Vote Is Required?
Ask for a vote by actual count to verify voice vote	I call for a division of the house	No	No	No	No vote
Object to considering some undiplomatic matter	I object to consideration of this question	Yes	No	No	2/3 vote
Take up a matter previously tabled	I move to take from the table	No	Yes	No	Majority
Reconsider something already disposed of	I move we reconsider out action relative toÉ	Yes	Yes	Yes	Majority
Consider something out of its scheduled order	I move we suspend the rules and considerÉ	No	Yes	No	2/3 vote
Vote on a ruling by the chair	I appeal the chairÕs decision	Yes	Yes	Yes	Majority

Giving Reports

If you are giving a report to the board, keep these hints in mind:

Begin with a simple statement of the background of the issue and your findings, activities or proposal.
List all findings without editorializing.
Explain what is significant to the organization about your findings.
Give an example to make your point concrete.
Ask for questions.
If your report calls for action, propose the action.
Explain to the group what would be changed or improved if your proposal were accepted.
Explain to the group the parameters of your proposal. Who would need to be involved? What would the time/dollar costs be?
Summarize
If appropriate, make a resolution for action. (Draft the resolution ahead of time.)

Committee Reporting

Improved branch management begins with self-appraisal. There should be a clearly defined assignment of responsibility and an establishment of individual objectives. We suggest that each committee chair be required to present a formal progress report at branch board meetings.

A system of monthly progress reports has definite advantages:

Prevents the board from doing committee work.
Gives proper recognition to the importance of committee work.
Volunteers are usually willing to work if they are convinced that their effort is making a contribution toward the overall progress of the branch.
The report reminds the committee worker that the board is interested in their work.
Requires the committee to be active. A "no-progress" report is embarrassing and is a good indicator to the board that this committee is in need of some hands on guidance.
Requires planning of the committee activity. To measure progress, objectives must be spelled out, defined, and related to specific target dates.
Provides a measure of progress toward goals.
Provides information between activities and committees to avoid duplication of work.
Instills good managerial habits that can also be utilized on the job. Having delegated authority and responsibility, approved goals, and the timetable for their achievement, management must periodically follow progress.

The requirement of monthly progress reports is a form of discipline that instills good habits both for the committee member and the board member.

You should require the following reports from all committee chairpersons:

Annual statement of goals and objectives
Annual budget proposal
Monthly or quarterly activity report
Annual report of achievements made during the year and recommendations for the successor.

Documentation of Meetings

Minutes are the permanent record of the proceedings of a meeting and need to be clear, accurate, brief, and objective.

Minutes should include the following basic items:

The date, time, and place of the meeting.
The name of the chairperson.
The names of members present, excused, and absent without notification.
The existence or absence of a quorum. (defined in your branch's bylaws)
All rulings made by the chair.
All proper motions, including the name of the mover and the secondary.
The results of all votes taken.
The name of any person abstaining from any vote.
A list of all reports and documents introduced during the meeting (copies of these reports being attached to the official minutes).
A short summary of significant points raised during discussion but not a verbatim account of speeches.
Any commitments made by officers or any other person present.
The time of the adjournment.
The signature of the meeting secretary.
Sometimes minutes include a brief addendum showing required follow-up activities which also identifies the person responsible for the action and the date by which it is to be completed.

Sample Meeting Minutes

The branch secretary is usually responsible for maintaining an accurate recording of the business that occurs at a meeting. Minutes should be as clear and accurate as possible to reflect the business that was conducted. Minutes should be kept on file permanently to be available to the membership and for future reference.

The agenda of the meeting provides the outline for the minutes. Your preparation should include the following:

Name of the Organization
Name of the Meeting
Date & Time of the Meeting
Location

Call to Order:
Identify persons present and absent by title (Executive Committee, Treasurer, etc.). If a person leaves a meeting and requests that his/her departure be noted, the minutes should reflect this.

Indicate if a quorum was present and the fact that proper notice of the meeting was given or waived.

Approval of minutes of the previous meeting.

Corrections/additions to the minutes should be recorded before action is taken to approve the minutes.

Minutes of the previous meeting should be distributed.

Reports (optional)
The report from the ___________Committee was reviewed.

New Business

Action taken by the leadership should include the following elements:
Number the action as it occurs within the agenda, note the month and year the action was taken and reference the group. Example: The Branch Board took action on the first item of business at their meeting in April 2002.
Identify who made the motion and who seconded it.
The action should clearly state what is to occur, who is responsible for the outcome, when reports are due or the charge is to be completed and reflect the fiscal impact.

Actions may need to have a rationale or support statement in order to clarify the intent of the action for the reader of the minutes.

Indicate the outcome of the action: Passed, defeated, amended. The number of votes for or against the action should be recorded in the minutes. If a person requests that a negative vote be recorded, the request should be honored.

Appointments

Committee and liaison appointments should identify the appointee consenting to serve the term of office.

Task Force appointments should identify the appointee consenting to serve. The term of the appointment coincides with the completion of the Task.

Confidential Items
Items requiring confidentiality should not appear in the minutes, however, they should be retained by the leadership until such time when the contents can be made public.

Old Business
Any old business not completed may be discussed and acted upon. How it is recorded in the minutes depends on the type of action taken.

Date & time of the next meeting.

Adjournment

The secretary should sign and date the minutes, and maintain them. Always remember to distribute soon after the meeting to others in attendance.

Follow-Up to the Meeting

No decision can go forward until responsibility to carry it out has been assigned.
Speak with Committee Chairs and others about any revisions to their tasks as a result of the meeting.
Develop a list, with appropriate timelines, of your own responsibilities for action and for follow-up with others.
Review the Board minutes for accuracy.
Check with people who didn't attend.
Send meeting minutes and any other relevant meeting materials to all members.

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