How to run a board Meeting: the ultimate guide | Aprio
How to run a board meeting

How to run a board meeting

Running an effective board meeting requires understanding board roles, objectives of the meeting, and executing essential board communication leading up to and following the meeting. 

Boards must adhere to core board meeting procedures that follow governance rules set out in board bylaws which may be influenced by industry regulations. 

If you have just joined a board, don’t get too caught up in the mechanics of board meeting structure and process. It’s best to think about productive board meetings in terms of what people need to do and the activities to manage.  

You may also want to consider using board management software to really boost how you prepare and run a board meeting.

How do you prepare for running a board of directors meeting?

Just like any new role, before your first board meeting, it’s useful to learn about the organization and board of directors that you are joining.

Ask about the structure of the board, its committees, and current board members. Understand the expertise that different board members contribute and learn about their personalities. Ask for a frank assessment of the board’s strengths and gaps that can be built upon, including any challenges in boundaries between the CEO and board roles to be managed. 

Read up on the board’s bylaws, key industry regulations, and look at meeting agendas and previous meeting minutes from the last year. 

How to run a board meeting: a checklist

What makes for a better board meeting? Preparation.

Here are some key elements of effective board meetings:

  1. Accessible, online board materials – make all board materials easy to view, search, and add notes to with a board portal. Log in to see complete information, including the latest versions of materials with no confusion around updates. Travelling? No problem. Board materials can be accessed through mobile devices, both online and offline.
  2. Electronic agendas with links to key background info – take the time to consider which strategic topics are right year round, then pre-save strong agendas in the portal – so no matter how hectic it gets, you avoid the risk of re-using last month’s agenda. Link right from the agenda topics to materials for review, and make it easy for directors to foresee meeting dates on the calendar. If a meeting date is moved, directors are instantly updated. 
  3. Easy between-meeting collaboration – invite directors to share their questions or comments with their fellow board members. Encourage pre-meeting discussion with the chair or peer directors to ensure everyone has background questions answered to focus meeting time on discussion and decisions.
  4. Efficient onboarding of new board members – new directors are a welcome fresh perspective and energy boost to a board. They can be valuable contributors as soon as they have base education on the organization and the industry – so do that effectively and quickly with online learning tools, including a library of archived board reports and board meeting minutes. 

See related: How to conduct more efficient executive board meetings

Effective steps for running productive board meetings

To run a productive board meeting, there are 5 steps to carry out. Here they are at a glance, and we’ll dive into each below.

Step 1 – get clear on the board chair role

When running board meetings, the chair acts as the meeting manager, and needs to be effective at facilitating discussion, giving each board member an opportunity to speak. They also need to avoid common pitfalls of the chair role: don’t overstep the role and interfere with management, and don’t silence dissenting perspectives, but keep discussion brief and on topic.

Step 2 – ensure board members know their role

In order to provide valuable direction and risk oversight to an organization, board members must take their responsibility to prepare for meetings and to contribute effectively seriously. That requires understanding their role, which is to speak up openly on select strategic topics (and that’s much different from being a company executive).

Step 3 – communicate before, during, and after the board meeting

Admired board chairs work as hard between board meetings as during them to engage board input and mentor and manage board members. Schedule pre-meeting calls with directors to set a focus for the meeting, follow up to hear feedback, and reinforce board assignments, ultimately ensuring the board is performing its role effectively.

Step 4 – use meeting time well: right agenda, right leadership 

A well-prepared agenda and strong meeting leadership with attention to the clock are core to running an effective board meeting. It’s the board chair’s duty to set the tone, prevent board meetings from getting off-topic, bogged down in repetition, or from becoming a forum for the few to contribute versus an inclusive dialogue of the entire board.

Step 5 – prepare for meetings effectively

Timely distribution of board materials and the agenda days in advance of the meeting enables the executive director, board members and other meeting attendees to be calm and focused. Board governance teams and management need an efficient method to prep board packages and distribute them securely.

See related: Simplify board meeting preparation with board agenda software

Step 1: role of the chair in running a board meeting

The board chair is a facilitator, not an executive. The Harvard Business Review describes the chair role as being the “guide on the side.” The chair needs to draw out valuable input from the board on strategic issues and risks and build alignment between the organization and all directors to solve issues. The chair is ultimately responsible to keep the board well briefed and informed, remain impartial on issues, and take accountability for the overall performance of the board. 

A good chair should have enough familiarity with Robert’s Rules of Order to guide board members through the process and understand how to run a board meeting.  It can be useful to use a cheat sheet for Robert’s Rules of Order to help board chairs ensure meetings are fair, efficient, democratic and orderly.  The chair and all directors need to also be familiar with the board’s specific bylaws.

In running board meetings, the chair needs to be effective at facilitating discussion among the board members, giving each board member an opportunity to speak. An effective chair gives opposing sides time to present their arguments and invites the participation of other members. Avoid giving too much air time to a few directors – drawing out others is a necessary focus and skill for effective board chairs. Some of the best chairs are also effective at mentoring and supporting fellow directors.

Governance consultant Joan Garry captures some key traps for board chairs to avoid as they seek to run a board meeting expertly:

  • An effective board chair does not run the organization. They are not the CEO or the executive director!
  • An effective board chair focuses on the board’s performance at least as much as the organization’s. If the board is not providing valuable, constructive direction to the organization, it’s the chair’s responsibility to get the board back on track.
  • An effective board chair does not provide “cover” for the CEO or executive director, nor do they provide “cover” for critical board members. They are there to facilitate open, sometimes uncomfortable discussion, and respect all members’ right to be heard.

How to run a board meeting with board members

Step 2: role of board members in a well-run board meeting

Well-run board meetings require participation by board members who may be either experienced or inexperienced at contributing effectively on a board. 

Whether your board is corporate, non-profit, or community-based with diverse volunteers, it’s worthwhile to share an overview of expected board meeting procedures and how board meetings run productively as part of board member orientation. Here are three things to mention:

  • Directors need to be disciplined in identifying the one or two challenges or comments that they want to make at each board meeting, and avoid piling on “me too” comments that prolong discussions initiated by other directors.
  • Directors must take accountability to prepare for board meetings, and review board materials provided. Set the expectation that the board will monitor this engagement.
  • If a director wishes to raise more than two discussions at a board meeting, they should submit topics in advance to the chair so that the chair can decide which to address at the meeting and which to address in other ways. This is especially important with newcomer directors who may unknowingly be raising a challenge or opportunity addressed in an earlier meeting. In that case, book time to inform the new director of the history and point them to information in your board archive.

If you ask experienced board directors or board chairs about the board members they’ve worked with that had the most impact, you’ll likely hear stories about a director who made just one comment at each meeting, but that comment was consistently a really important observation or question. 

In contrast, if you ask board peers about board meetings that go sideways, you’ll likely hear stories about veteran executives who are now board directors but are hogging board time and interfering with operations management. It can be a big shift to not have a lead speaking role at meetings, especially for experienced CEOs and executives. Their professional insight is valuable to lend as long as they are succinct about how to do it.

Step 3: before and after meeting communication 

Forbes contributing author, Betsy Atkins, lays out how communication before and after is critical to run a board meeting that’s productive. 

An effective board chair makes time for pre-meeting calls with directors to discuss “what we’re going to cover, what we’ve accomplished, the challenges to think about, and the specific items where I want your input, engagement and guidance on.” As Atkins warns, “if you don’t give [board members] one or two areas to focus on, they will go off on tangents and your meeting will not be effective.”

After the meeting, check in with all board members, especially newer ones, to get their perspective on the effectiveness of the meeting. This is a critical time to reinforce clarity on their role, how to best contribute, and reinforce board accountability to carry out any offers of assistance made in the meeting. Everyone who chimed in with comments like, “I’ll make that intro” or “I have some research on that emerging issue to share” should be given assignments in the minutes. 

The board chair plays a key role in reinforcing and monitoring board accountability and performance. Track director effectiveness at completing assignments, attending meetings well prepared, and contributing over time. This is critical insight for board member evaluations.

And beyond board meetings, there should be annual strategic sessions of the board which include an outside expert and facilitator, and give opportunity for an in camera executive session to get strategic issues on the table without management present.

Step 4: board meeting agenda and leadership to run a board meeting 

Most board meeting agendas follow a classic meeting structure:

  • Calling meeting to order – ensure you have quorum
  • Approve the agenda and prior board meeting minutes
  • Executive and committee reports – allow 25% of time here for key topic discussion 
  • Old/new/other business
  • Close the meeting and adjourn

What the agenda must do is make it apparent to the board the key topics for discussion and decisions to make. Resist putting too many agenda items or reusing the same agenda from one meeting to the next. Ideally, think about all of the board meetings for the year and how to use each agenda item to draw out critical topics for your organization and manage risks.

At the meeting, have the chair open with a 10 minute recap of the focus for the meeting and key input being sought. This won’t be new information, as it will be restating highlights of pre-meeting calls and the board package. Why recap? Because most board members need help in letting go of distractions and competing priorities, especially when board members are joining remotely by phone or web conference. Get all board members engaged and focused.

Once the meeting is kicked off, the role of the board chair is to be a very active facilitator and referee of time usage. Each agenda item should have a target time allotment. There will naturally be comments from directors that can sidetrack discussion or that covers ground already covered.

The board chair’s role is to keep the discussion constructive and on schedule. Be prepared to use or hear these phrases often: “good question, let’s add that item to the agenda for the next meeting,” or “that’s important background information – we’ll get it recirculated for everyone to review if you haven’t yet before the next meeting.”

During the meeting, the board chair should strive to engage all board members and ensure enthusiastic board members do not inappropriately take up air time. A successful board meeting often has each board member contributing one key consideration. It’s also become best practice, as boards focus on diversity and inclusion, that on difficult decisions with no apparent consensus, the board chair can say, “Let’s go around the table and hear everyone’s thoughts.” Or a director can say, “Before I vote on this, I would like to hear everyone’s perspective.”

Woman working hard to run a board meeting

Step 5: prepare for meetings effectively

Ask directors about what gets in the way of a well-run board meeting, and next to an ineffective chair, the most common complaint is hard to access board materials that make meeting prep inconvenient or frustrating. 

Good board meetings require timely distribution of board materials and clear communication of the board meeting agenda at least 4 days in advance of meetings, and ideally with a week’s lead time. For many organizations, making that happen requires board governance teams and management to spend weeks preparing. And competing priorities can lead to late delivery of the board package or last minute updates that can cause confusion. Not only are directors frustrated, executives and governance administrative teams are distracted from having time to calmly prepare for strategic discussions and decisions as well.

For effective board meetings, organizations must find a way to make board meeting preparation efficient

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How to better run a board meeting with board portal software

Board portal software provides a way for boards to save time preparing for meetings, safeguards the cybersecurity of board materials, and helps to best engage board members from onboarding, through to convenient meeting preparation, online discussions, and voting.

For board administrators, board portal software streamlines the processes for assembling and distributing board books and finalizing a strong agenda with automation tools that make repeat work time efficient. With the time savings of a board portal, board governance teams are able to more consistently distribute meeting materials early, giving directors adequate time to prepare. Board portal software also streamlines the process for writing board minutes with a minutes-builder tool that mirrors your agenda, and makes for expedient distribution of minutes after the board meeting.

For board members, a secure board management system, such as the Aprio board portal, provides a convenient, one-stop location online to access board materials, annotate documents to prepare for productive conversation on core challenges at the meeting, and pose questions or table additional topics to the board chair or other directors. For orientation and ongoing learning, the board portal also provides a searchable library of board bylaws, strategic and financial plans, and archived board materials. Finally, board directors can log into the portal at any time and from any location including via mobile device.

Here are some reasons why leading organizations across North America use board portal systems like Aprio to run better board meetings.

Improve meeting prep

We’re all busy people. Directors are often travelling, and may sit on multiple boards or have other jobs. Board secretaries and admins are also busy people with demanding schedules. Why should anyone need to spend countless hours trying to make sure everyone has access to the latest board materials when it could be as simple as clicking a button? 

Directors will no longer need to carry around a highlighter and pen to take notes on paper board materials. They’ll be able to add their annotations directly to digital documents, even while they’re offline. If needed, they can also share their notes with other board members. 

Board secretaries can also add links to agendas, allowing directors to quickly and easily access the right documents without having to search through endless files or email swirls. This allows directors to come to meetings more prepared.

Timely, inclusive access to updates

Creating a board culture of inclusion – which means same time access to same board communication – is job #1 for a board chair looking to create a board that invites every member to have an equal voice. Inviting input through voting, polls, and online discussion is a valuable way to invite every director to have their say beyond board meetings.

Additionally, when board admins have to replace a board document with a newer version, it’s no longer a hassle to update directors. Admins can upload the new version directly to Aprio, and an automatic notification alerts all directors of the update. Version confusion ceases to exist.

Improve boardroom communication and onboarding

Board portals like Aprio provide a centralized forum for board members to collaborate in real time between board meetings as well as board portal apps to work from anywhere. With a board portal, older board materials are easily accessible and searchable in the Library. This is particularly useful for new directors during their onboarding, and is also convenient for any board member who wants to reference previous materials.

Safeguard your security

Board portal software like Aprio allows directors to be confident that they are discussing confidential issues and reviewing documents in a secure online environment. Even if a director loses a device, the board’s app data can be cleared remotely to eliminate hacker risk. The director can then still easily access all their board meeting materials by logging into their board portal software on another device.

Aprio’s board portal software conforms to the highest security standards in the industry and its international servers adhere to independent, third-party requirements for security certification. Administrators have full control over access permissions for committees, sub-committees, and even individuals, so only those who need to see documents are able to do so.

Interested in learning more about how a board portal can help you to run better meetings? Connect with our sales team to get started. 

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