The majority of the work performed by a board is done in board meetings. Board meetings may be formal or informal, open or closed, long or short, but all the general work of governance of the organisation occurs in them.
An effective board meeting will flow logically, keep your directors engaged, and draw on their experience and knowledge to facilitate informed decisions that are in the best interests of the organisation.
Here is a step-by-step guide on how to run effective board meetings.
Learn the different types of board meetings
Board meetings are regular meetings where the normal business (governance) is conducted to ensure the finances of an organisation are sound, legal responsibilities are met, and the operation of an organisation is in line with its annual budget, business plan and strategic plan. Your organisation’s constitution will detail how often these meetings should be held. Most boards meet monthly.
At board meetings the executive officer reports on the performance of the organisation, discusses issues and opportunities the board should consider and, where needed, seeks support and guidance from the board.
Annual General Meetings (AGMs)
Annual General Meetings (AGMs) are to report to members about how an organisation has performed over the year, provide a vision for the coming year and elect (or announce the election results for) new directors. Depending on the organisation’s constitution, office bearer positions such as the chair (or president), vice president, treasurer, secretary and public officer may also be decided at the AGM.
Click here to go to How to Organise an AGM.
Extraordinary General Meetings (EGMs)
Extraordinary General Meetings (EGMs) (sometimes called Special General Meetings) are held only when major decisions, that need to involve the organisation’s membership community, are to be made. The constitution will detail the processes and timelines that must be observed when calling an EGM.
Prepare for the board meetings
Preparation is key to an efficient board meeting. Board papers provide information about what will be discussed at the next board meeting and also points of discussion from the previous meeting.
This information is vital to an effective decision making process, and your directors should receive it with enough time to read and prepare. Typically, directors should have the board papers at least five working days before the meeting.
Board papers should provide adequate information to ensure that the board is informed of key initiatives, issues, challenges and opportunities. An effective executive officer and chair will determine a format for board papers to ensure that the information provided is relevant and, where possible, concise.
Click here for a Board Paper Template.
Board Papers include:
- Board meeting agenda. (Click here for an Agenda Template). This is a list of actions and topics that will be covered in your meeting. It has details of who is responsible for each agenda item and references to supporting documents. Some agendas allocate an amount of time to each item. This can be a handy way to keep discussions on track. Some items will be marked for discussion at the meeting. Other items may be included for noting by directors and only discussed if a director has a specific query.
- Board minutes from the previous board meeting. Click here for a Meeting Minutes Template.
- Financial report
- Reports from sub-committees such as audit and risk, remuneration, nominations, etc.
- Executive officer’s report
- Other papers (supporting documents) linked to agenda items
- Board meeting calendar (Click here for a Meeting Calendar Template)
- A contact list of board members and senior staff
Click here for more information on organising great meetings.
Learn how to facilitate an effective board meeting
Most board meetings follow a similar format and are managed by the chair (or deputy chair in the chair’s absence). Chairing efficient meetings can be a challenge, but here are a few tips that are useful:
Tip 1. Define the purpose of the meeting
Why are we here and what do we need to achieve?
Tip 2. Clarify the rules
Ensure everyone knows the meeting guidelines and reinforce them if necessary.
Tip 3. Switch into neutral
When chairing a meeting, remaining neutral is vital to ensuring everyone trusts your judgement.
Tip 4. Deal with diversity
It’s not just about recruiting a diverse range of people for your board. Do your processes give everyone an equal opportunity to contribute?
Click here to see - Achieving the right mix - towards a diverse board.
Tip 5. Keep your hands firmly on the reins
You can be democratic but still remain in control of the meeting.
Tip 6. The art of communication
Active listening is a great skill to learn.
Tip 7. Break the deadlock
When to put it to a vote and when to find another option.
Tip 8. Encourage input from all directors.
Ensure that every director is given equal opportunity to contribute to the meetings – and that their views are considered.
Tip 9. Create an environment where directors can give deep consideration of issues and opportunities
Ensure that directors are encouraged to query, probe and challenge – in a constructive and respectful manner.
Click here for more information on chairing effective board meetings.
Get down to business
Before you can start your meeting, you need a quorum. A quorum is the minimum number of board members that must be in attendance before you can run your board meeting. Your organisation’s quorum will be noted in the constitution.
If you don’t have a quorum, your board meeting cannot proceed and will need to be re-scheduled.
Follow your agenda and cover each step. Here are the typical agenda items in order:
- Present and apologies
- Review of agenda and declaration of interests
- Confirmation of previous minutes
- Review of actions from the previous meeting
- Correspondence: items for noting
- Applications for membership to your organisation
- Operational report
- Finance report
- Reports from subcommittees
- General business
Remember, non-urgent matters can be deferred to the next meeting
- Next meeting date
- Meeting close
Evaluate and Refine
Evaluating how your board is performing is just as important as evaluating the performance of your organisation and executive officer. Most boards do this annually and sometimes use an external facilitator. Click here for a handy tool for you to use with your board.
A chair may, from time to time, invite directors to make suggestions about how the of the running of the board meeting can be improved.
The Australian Charities and Not-for-profits Commission (ACNC) has a number of useful resources to help board members in their role.
- Quick tips: conflicts of interest
- Conflict of Interest policy template
- Managing conflicts of interest guide
- Register of Interest Template
- Quick tips: holding meetings
The Institute of Company Directors also has some useful resources