Kezia Farnham

Senior Manager

How to run a board meeting: Comprehensive guide with tips and strategies

Almost everything the board of directors does comes down to board meetings. While board members should collaborate and engage between meetings, it’s the boardroom that facilitates decision-making, accountability and transparency. This makes understanding how to run a board meeting essential.

Supported by the corporate secretary, board meetings can either bolster board effectiveness or hinder the board’s ability to act strategically and effectively. Here, we explain key strategies for making the most of board meetings, including:

• Robert’s Rules of Order
• Preparing for the board meeting
• Steps to take during and after the meeting
• Top tips for running a board meeting

Running a board meeting with Robert’s Rules of Order

Created in the late 1800s, Robert’s Rules of Order offers a framework for how to run an effective board meeting. Though these rules aren’t always in the corporate bylaws, they remain the prevailing standard for nonprofits, governments and corporations that want to conduct board business efficiently and professionally.

The rules themselves are lengthy but generally govern proceedings in the following ways:

1. Structure: Robert’s Rules of Order provides a clear roadmap for swiftly and respectfully proceeding through all items on the agenda. These rules give directors clarity on what is expected of them and help corporate secretaries prepare all materials in a manner that upholds Robert’s rules.
2. Fairness: Board meetings can create conflict because directors won’t always agree on the company's critical issues. Robert’s Rules of Order allow for open and constructive dialogue between all board directors, encouraging diversity of thought and helping the board arrive at majority decisions.
3. Order: As the name implies, Robert’s rules keep meetings orderly, especially when dissent arises. The rules’ mechanisms for managing debates and decision-making prevent disruption, keeping the meeting on track.

To achieve the above aims, Robert’s rules clearly outline how to run a board meeting’s most common processes and procedures. This includes:

• Quorum: For the meeting to begin, the board must establish a quorum or the minimum number of board members that must be present to certify votes. If the meeting doesn’t meet a quorum, it either doesn’t proceed or becomes a non-voting meeting.
• Motions: A board member can move — or make a motion — to trigger a specific action or decision. A second board member then has to second the motion before the board debates and votes on the topic in question. This gives all board members equal opportunity to engage in discussions and decisions and ensures the meeting doesn’t proceed without approval.
• Debate: Robert’s rules also provide for healthy debate between board directors. After a motion but before a decision, the board can discuss by following rules about who speaks when and for how long. Structuring debate gives all directors ample time to participate, encouraging more viewpoints.
• Voting: After discussion, the topic will move to a vote. This can be done by voice, a show of hands or another method. How many votes you need, however, depends on your bylaws; some corporations allow for a simple majority, while others require a two-thirds majority.

Preparation for the board meeting

Learning how to run a board meeting starts with preparation. While preparing for the board meeting can feel frantic for most corporate secretaries, the goal should be to act strategically and sustainably. This ensures the board has the materials it needs when it needs them without overburdening your administrative team.

Before every meeting, corporate secretaries should:

1. Finalize the previous meeting’s minutes: Prepare the previous board meeting minutes while they’re still fresh. The board chair will then review them, and at this point, the secretary can gather the minutes for full board approval at the coming meeting.
2. Gather reports and other materials: The corporate secretary should collaborate with the treasurer, board directors, company executives and more in the months and weeks leading up to the meeting. This allows the secretary to compile reports and other documents for the board to review and discuss.
3. Secure a meeting space: Corporate secretaries are also responsible for setting the meeting location. This can be the boardroom or another professional meeting space with adequate seating and connectivity for any digital materials.
4. Prepare and distribute board books: Perhaps the most time-consuming of secretaries’ responsibilities, board books include the agenda, previous meeting minutes, reports and other relevant documents. Secretaries should have the books ready to distribute seven to ten days before the meeting so directors have adequate time to review them.

Read our complete guide to board meeting preparation for a full list of steps.

During the board meeting

To understand fully how to run a board meeting, you must also learn to navigate key proceedings during a meeting. This typically includes:

1. Calling the meeting to order: Board members and other guests should arrive at the designated time. The board chair should then call the meeting to order and ensure a quorum is present, with the corporate secretary noting the start time and quorum in the meeting minutes.
2. Approving previous meeting minutes: The board will review the minutes from the previous meeting and discuss any corrections or amendments. Once they’ve discussed them, the board will vote to approve the minutes. At this point, they become an official part of the corporate record.
3. Reviewing and adopting the agenda: Present and make any adjustments to the agenda based on board input. The board will then vote to adopt it formally.
4. Reporting from committees and officers: The board chair, treasurer, and other officers will report to the entire board on new developments. Committees will also report on their areas of oversight, giving other board members space to ask questions or discuss essential findings.
5. Addressing old business: Action items or discussions from previous meetings may linger. Board members should discuss those items, review any outstanding action items and vote on resolutions, as needed.
6. Introducing new business: The board can introduce new proposals or topics for discussion at this stage. Members should then share their perspectives and vote on any proposals, if necessary.
7. Engaging in strategic discussions: Learning how to run a board meeting includes making space for conversations about the organization’s long-term goals. Encourage the board to discuss strategic issues facing the organization in a way that elevates diverse perspectives.
8. Summarizing action items: The board chair should summarize the key decisions and action items that arose during the meeting. This includes assigning responsibilities to specific board members to increase accountability. The corporate secretary should also note the assignments in the meeting minutes.
9. Adjourning the meeting: The board chair will formally end the meeting, and the corporate secretary will reflect the time in the meeting minutes.

After the board meeting

With the board meeting behind them, the corporate secretary is responsible for driving the board forward. Completing and reviewing all documents, finalizing the minutes, and more are all essential ways secretaries hold the board accountable for the decisions they make during board meetings.

To do so, corporate secretaries must work after the meeting to:

1. Draft and review meeting minutes: Prepare a draft of the meeting minutes, focusing on key discussions, decisions and action items. The corporate secretary should then distribute a draft to the board chair and other members for review before revising and finalizing it.
2. Follow up on action items: Based on the meeting discussion, compile a list of action items and assignments. Send the list in a follow-up email to all board members, highlighting responsibilities and deadlines. Make sure any supporting information is accessible.
3. Distribute a meeting summary: Write a meeting summary for stakeholders, like key staff members or shareholders. Share the summary through secure channels to promote transparency.
4. Update the corporate record: Post meeting minutes and all related documents in the appropriate channels, most often a secure board portal. All materials should be accessible for board members as they make progress on action items.
5. Schedule the next meeting: Set a date, time and location for the next board meeting, then distribute a calendar invite to the board. This should include preliminary agenda items so they can prepare their thoughts.
6. Monitor progress on action items: Between meetings, check in with board members and assess whether they are on track to complete their tasks by the next meeting. This can help the corporate secretary catch any challenges and support the board’s productivity.

Top tips for running a board meeting

The corporate secretary is the backbone of board effectiveness. Yet, running a board meeting isn’t easy. It requires orchestrating people, processes, and software to ensure the board has the right information at the right time and the support needed to achieve mission-critical objectives.

Corporate secretaries can boost their own performance by implementing best practices like:

• Preparing materials proactively: Board members can discuss key issues more productively when they have time to formulate their perspectives. Corporate secretaries can set the stage by leveraging technology to prepare and distribute materials well before the meeting — and make those materials readily available to all members.

• Encouraging active participation: Every board member is present for a reason. Creating space for each to share their unique perspective and expertise is the best way to yield balanced decisions all board members can stand behind. Lean on Robert’s Rules of Order to drive discussions that invite all members to participate and ask board members specific questions if they are still hesitant to speak up.
• Focusing on strategic issues: Corporate secretaries can craft the agenda to help the board focus on strategic initiatives rather than getting bogged down in day-to-day operations. This allows the board to align its discussions and decisions around long-term objectives.

• Sticking to the agenda: Corporate secretaries spend hours drafting and finalizing the agenda. Following it keeps the meeting on track and prevents any one board member from derailing the discussion. It also helps the board vice-chair steer the board in covering all topics without going over time.
• Summarizing action items and next steps: The board may not want to read through the full meeting minutes to identify their action items. Summarizing tasks and assignments clearly and succinctly can help maintain momentum and accountability between meetings.

Read more about board meeting best practices for a full list of tips.

Master your meetings with Diligent Boards

Efficiently managing every meeting is hard to do manually. From preparing minutes to gathering materials and checking in with board members, corporate secretaries can quickly become overwhelmed with tasks. Therefore, part of learning how to run board meetings is knowing how to leverage technology to your advantage.

Tools like Diligent Boards, part of the Diligent One Platform, streamline every task before, during and after meetings. Set strong agendas, simplify your minute-taking, tap into real-time dashboards and analytics and foster secure and seamless board collaboration — all in a single governance platform.

Discover how Diligent Boards can transform board efficiency and decision-making for board meetings and beyond.