What Should Happen at Board Meetings: Part 2, Agendas and Minutes
Part 2: Agendas and Minutes
In the last post we discussed how Directors and Officers fulfill their fiduciary duties at Board Meetings and the two kinds of meetings (annual and regular). But, just because the meetings occur doesn’t mean the functionality and health of the Board is guaranteed. What should Directors and Officers be talking about? Are proper minutes being kept? How active is the Board? What decisions should they be making?
In Part 2 of this 2 part series, we cover what should be happening at the meetings.
So, you’re at your regular meeting…what’s on the agenda?
Although the formality of any given Board likely depends on the organizational culture, it’s important that all the essential points are covered. The agenda of a solid Board meeting should look something like this:
AGENDA OF ABC CHARITY
Date & Time of Meeting
- Call to Order, time
- Roll Call
- Reading and approval of the minutes from the immediately preceding meeting, vote
- Approval of the agenda for the current meeting, vote
- Reports of Officers (with necessary discussion and votes):
- President / Chair
- Vice President / Vice Chair
- Other Officers
- Reports of Committees (with necessary discussion and votes):
- Executive Committee
- Finance Committee
- Other Committees (Development/Fundraising Committee, Public Relations Committee, etc.)
- Other Old / Unfinished Business (projects that carry over from meeting to meeting and have not yet reached resolution) with necessary discussion and vote
- New Business (new ideas for discussion or new issues that have arisen that need resolution) with necessary discussion and vote
- Adjournment, vote
So what about the Minutes?
The Board of Director’s monthly or quarterly Minutes should follow a format close to the agenda. Following an agenda (even if different from above) will make this record keeping much easier. The Minutes should be detailed enough that people who read them will understand all the key things that happened. However, the Minutes should not be a “transcription” of the meeting. Minutes are preserved for institutional knowledge, for auditor’s review, government review, etc. They are an important record of the organization’s governance.
Often my clients request a review of a sample of their meeting Minutes. I find it’s a good barometer for the organization. When reviewing Minutes, I’m asking things like:
- Are all topics of discussion and Officer/Committee reports described adequately, but not verbatim? It should not be a “he-said, she-said.”
- Are all votes recorded accurately?
- Is it clear who initially motioned for the vote, who seconded the motion, as well as who voted in favor and who voted against?
- Is it clear who was in attendance and who was absent at the meeting?
- Is the date, time, and location of the meeting on the Minutes?
What should the Board be doing (or not doing)?
The critical function of a Board is to govern – to manage the business and affairs of the organization. However, it is not the function of the Board Members to manage the day-to-day activities of the organization. And it is not their function to act in the role of an Executive Director / CEO / President. The daily operations of the organization should be delegated.
Board Members should appoint Officers and assign them responsibility. The Board may hire an Executive Director, delegating certain authority to the Executive Director, such as hiring/firing staff or finding volunteers, managing the monthly financial activities, fundraising, and other day-to-day activities. The Board’s role is governance by supervision and effective oversight.
The Board of Directors should:
- Hold annual and regular Board Meetings
- Elect / re-elect Officers
- Elect / re-elect Directors (assuming this function lies with the Board and not a voting membership)
- Approve prior actions of Officers (if necessary and proper)
- Approve prior actions of Directors (if necessary and proper)
- Revise / maintain the Articles and Bylaws, and all other Policies & Procedures
- Approve proactive compliance measures and necessary reviews
- Approve actions by authorized agents (CPA, attorney, other advisors, etc.)
- Approve Treasurer’s financial statements (i.e., P&L, balance sheet, & budget)
- Approve major agreements (contracts, purchase/lease agreements, loans, etc.)
- Approve major purchases (equipment, building(s), vehicles, technology, furniture, etc.
- Approve general business actions (audits, tax forms, other governmental filings, insurance, investments, etc.)
- Approve employee matters (additions, terminations, benefits changes, handbooks, classifications, etc.), unless delegated to an Executive Director
- Approve Compensation Paid (employee wages / salaries, etc.)
- Assure the organization is financially viable and sustainable.