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Global Governance Advisors

How to Chair a Board Meeting

Posted by Linaeya Horn-Muller on Sep 17, 2018 9:00:00 AM
Linaeya Horn-Muller
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Welcome. Please everyone, take your seats.

You’re standing at the front of the room, ready to nosedive into the fifteen agenda items scheduled for the next 2.5 hours. There’s never enough time in the day, let alone allocated for that quarterly board meeting. Nevertheless, you’re ready. Thanks to an über knack for preparation, your watch and smart phone have already been synced to the antiquated clock ticking away at the back of the room. Hell-bent on keeping everyone focused and on schedule, nothing can stop you now.  

Board Chair Qualities and Attributes

Being successful at the helm of a board meeting isn’t a fate destined for just anyone. A board chair needs to possess a thorough understanding of exemplary corporate governance principles. A fruitful board chair will have and maintain a strong relationship with the CEO, becoming their go-to for advice, counsel and support. To be successful, they must have experience in the organization’s industry. Exceptional board chairs will have the vertical knowledge and experience, on top of possessing the needed social and organizational skills to run a board meeting with ease.

Contrary to some incessant advertisements, one size rarely fits all. Such a sentiment is especially illustrated when it comes to the personalities of members on any board. Board chairs need to be ready to deal with every kind of personality type; after all, board members are human. Open mindedness and humility are a couple of imperative attributes that a board chairperson must have. These attributes will allow them to hear all sides of arguments, permitting opinions to come forth respectively, and creating a collaborative environment. It will also allow the chairperson to play devil’s advocate, when necessary, to avoid any chance of group-think.

The board chair must be decisive and confident in tone and body language. They need to keep control of the meeting, without coming off as excessively demanding. An expert chairperson skillfully blends the ideas of board directors and clarifies their perspectives.

During the Meeting

Robert’s Rules of Order. We rarely think twice about Robert or his rules. We don’t think twice because, without exception, board meetings universally operate according to Robert’s Rules, which is commonly known as parliamentary procedure.  A prosperous board chair will be familiar with the basic rules of parliamentary procedure and know exactly how to look up regulations for uncommon situations.

Calling the Meeting to Order

First and foremost, the board chair will establish a quorum, which is defined in the organization’s bylaws. Simply put, a quorum is a majority vote. The board chair will count members as they arrive for a meeting and the board secretary will note whether a quorum takes place, in the meeting minutes.

If a quorum isn’t established, the board chair may do one of four things:

  • Reschedule the meeting – for a day when more members are available.
  • Adjourn the meeting.
  • Recess – put the meeting on pause, giving the members more time to return to the room.
  • Round up the members like a shepherd does his sheep – call them personally and see if you can get enough for a quorum.

Once the board chair establishes, or re-establishes a quorum, the meeting can begin – ceremoniously marked by the resonating pound of the gavel.

Opening Remarks and Minutes Approval

An excellent board chair will kick off the meeting by acknowledging the board directors and guests – which sets a respectful tone for the meeting. Opening statements are an opportune time to make any announcements, give thanks to retiring members for their service, and provide any last-minute reminders.

If applicable, the corporate secretary will read the previous board meeting’s minutes. The board chair will ask for any modifications to the minutes. If the directors have corrections, the secretary will make them. The chair will then call a vote to approve them or approve them as amended. A motion gets seconded and a vote to approve finalizes the approval of the minutes. The secretary will make note of the approval.

Reports, Orders and New Business

What's a board meeting without those reports we know and love?

  • Treasurer’s Report – there is no official vote on this report, unless it has been audited first. The report is simply filed.
  • Officers’ Reports – the secretary may read these reports out loud or ask the directors to read them on their own. The chairperson will cover any outstanding matters that require action and calls for a motion and a second to initiate voting.
  • Executive, Standing and Special Committee Reports – These reports will be submitted, prior to the meeting and the directors are tasked with reading them, prior to the meeting. If any recommendations come out of these committees, the board chair will present the motion, and call for a vote.
  • Special Orders – these orders are specific actions, e.g. nominations and elections, that occur at certain times of the year.
  • Unfinished Business and General Orders – pertains to any outstanding agenda item that didn’t get resolved in a previous meeting, so the board chair moved it to the current meeting for further review.
  • New Business – refers to new agenda items. Board directors may introduce a new item, prior to the meeting, with approval of the board chair. The item will then be debated, amended, and put to a vote.

Announcements and Adjournment

At the end of the meeting, the board chair will open the floor for any general announcements. The board chair will then close the floor and entertain a motion to adjourn, which must be seconded and may not be amended. A majority vote will adjourn the meeting.  

Closing Thoughts

So, there you have it folks. Your go-to-guide on how to successfully chair a board meeting. Feel free to browse through the rest of our blog (how about checking out The Secret to Successful CEO Succession Every Board Should Know ) for more. 

Topics: Board Meeting, Robert's Rules of Order, Board Chair