Primer on Running an Effective Board Meeting

It’s Never Too Late To Start Running More Effective Board Meetings…

It’s never too late to start running more effective board meetings, that encourage board member participation and insight while also being productive and not overly time-consuming. Fostering debate, while also maintaining order, can be a difficult task. The good news is that there are several ways to improve the effectiveness of your company’s board meeting.

Setting the Board meeting Agenda

One of the keys to a successful board meeting is a good agenda. A carefully crafted agenda is essential because it not only serves as a roadmap for the meeting, but it can be used to bring the discussion back to the main issues should it veer off track.

The agenda should be drafted and disseminated in advance of the meeting, allowing enough time for members of the board of directors to review it and request changes. Agendas typically take an outline form, although the level of detail may vary. Below is one example of the main headings used in a meeting agenda (with specific topics filling in the blanks):

• Reading and Approval of Minutes
• Reports of Officers, the Board, and Standing Committees
• Reports of Special Committees
• Unfinished Business (business not completed at a prior meeting)
• General Orders (business scheduled to take place at the meeting)
• New Business (business not scheduled to be discussed at the meeting)

Of course, an agenda is only an effective tool if it is followed. During the course of the meeting, one of the chair’s primary jobs is to gently steer the discussion back to the agenda and move on to the next item.

Maintaining Order

To ensure that meetings proceed in an orderly fashion, many boards choose to follow Robert’s Rules of Order. Authored by Henry Martyn Robert in 1876, the manual of parliamentary procedure is a modified version of the procedures used by the U.S. Congress. However, they are intended to be used by corporate boards and other non-legislative bodies. While the Robert’s Rules Association has published abridged versions of the book, the 2011 version still tops 700 pages. As such, the rules can prove unwieldly to master.

Due to their complexity, most boards that use Robert’s Rules do not follow them to the letter, but rather adopt a relaxed version that includes the basic concepts but eliminates the strictest procedural requirements. Adhering to the most important concepts for all board members can be an effective way to get everyone on the same page and eliminate the arduous task of looking up procedural rules during the meeting.  Attorneys participating at the meeting can be helpful in this process.

Motion Practice for Board Meetings

Motion practice is an essential part of Robert’s Rules and can help maintain order during a board meeting. In most cases, a motion is used to introduce a new item of business. There are also several specific types of motions. For instance, a privileged motion does not relate to the pending question, but is of so great importance that it takes precedence of all other questions and is undebatable. A motion to table kills a motion, while a motion to postpone delays a vote on a pending motion.

Robert’s Rules also dictate how the board should address a motion. A board member first raises a motion by standing or raising a hand to signal the chairperson. To proceed, another member must second the motion. After the chairperson restates the motion, the issue is open for debate. Everyone has the right to speak, but only for a set time, i.e. two minutes, unless otherwise agreed upon. Everyone who wishes to speak must get a turn before a person speaks a second time. Prior to voting on a motion, the chairperson again restates the motion. He or she then asks for affirmative votes, followed by negative votes. The chairperson then announces the result of the vote and provides instructions for any further actions needed.

Of course, not everything requires a motion. There are other ways to raise issues during a board meeting. Under Robert’s Rules, a “Point of Order” highlights a breach of the established rules and procedure. A “Point of Information” is used to raise an additional point or add further information prior to the board voting on a motion.

Final Thoughts

Board members will largely follow the lead of the chairperson. Accordingly, it is important to focus on the issues rather than the emotions associated with them. Of course, it is also imperative to listen to everyone who seeks to be heard and to always be respectful.

For help improving the effectiveness of your board meetings, you can contact a member of Scarinci Hollenbeck’s Corporate Transactions & Business Group. Our attorneys have a wealth of experience advising New York and New Jersey businesses of all sizes.

If you have questions, please contact us

If you have any questions or if you would like to discuss the matter further, please contact me, Jeffrey K. Cassin, at 201-806-3364.