Running a Board of Directors Meeting
For most businesses, a Board of Directors meeting must be held at least once a year — however, some businesses may choose to schedule them more frequently. A Board of Directors meeting is an excellent opportunity to make sure that key stakeholders are on the same page.
During a Board of Directors meeting, stakeholders will be updated regarding the status and finances of the business, as well as offered presentations regarding the company’s future. Perhaps most importantly, stakeholders will be allowed to vote on future strategies and directions.
For startups, a board meeting is an data and people. In a board meeting, the right people are exposed to the right data. Profit-and-loss reports, general ledger sheets, and other financial documents are presented to key stakeholders, and these key stakeholders are able to synthesize this information into important insights.
Further, board meetings provide a pathway through which key stakeholders are able to discuss the company’s performance. There’s a reason why board meetings are required: because they are essential to a healthy business.
Startups often experience more volatile changes than other companies, and may face unique challenges. Consequently, startups may want to have more frequent board meetings, and may find that their board meetings are even more useful than they are in traditional, established companies. Even in preparing for a board meeting, a startup will be able to explore its performance and its challenges, locating and assessing its risks.
However, challenges can arise when the principles of a startup don’t have the time to prepare for a board meeting, or feel as though they aren’t certain what’s expected of them. As many startups are loose and informal, a board meeting may provide an unnatural level of formality. Startup founders may need to research board meetings further if they want to run a successful one.
Board Meeting Rules
How are board meetings run? What are the board meeting rules? Board meetings are 5% the meeting itself and 95% preparation. Before the board meeting occurs, you will need to prepare all of your documents and presentations in advance. You’ll need to determine exactly what you want to talk about during the meeting, as well as establishing what your goals are for that meeting.
Ideally, your business has already been tracking its KPIs, metrics, and financial data. After the board meeting is scheduled, and before it starts, you should consider the current state of the business. What are its largest risks and challenges? What items are of the largest strategic importance?
Before your board meeting begins, you should:
- Have completed and compiled the meeting minutes from the previous board meeting (hopefully well in advance). Most board meeting rules of order will have reading the prior meeting minutes first.
- Prepare financial reports, analysis, and other documents for the board members to review. Board meeting protocol generally suggests that these be reviewed early on, though they will also be sent to the board members in advance.
- Identify the company’s greatest risks, assets, and challenges, especially those that are most pressing.
- Create strategies that you would like the board to weigh in on, whether they approve or disapprove.
- Define clear goals that you want to achieve by the end of the board meeting.
Once you have these things in place, it’s time to create an agenda. Your board meeting agenda is comprised of the topics that will be discussed, in order. It’s intended to keep everyone at the board meeting on the same page, as well as to ensure that nothing is missed. Many boards don’t have the best time management, and can potentially spend all of their time on a single issue, when multiple issues need to be discussed.
Your agenda should be sent to all the board members directly, before the meeting occurs, so they themselves have time to prepare for the meeting. While it’s just a general outline of the meeting to come, it should still give them enough information that they’ll be able to form some thoughts, opinions, and ideas.
A board meeting is a collaborative process, and your goal is to facilitate thought. To that end, your startup should be focused on presenting board members with the information that they need, as well as the challenges that are ahead.
As mentioned, each board meeting and each company is different, and startup culture tends to vary significantly. Some startups may have looser and more frequent board meetings, while others may have infrequent, formal meetings. Some have strict board meeting rules of conduct, others don’t.
Over time, you’ll discover what a normal “board meeting” for your startup looks like.
Board Meeting Agenda
What does the actual board meeting look like? How much time should be allotted for different things, and how do you go about voting for specific agenda items? Your board meeting agenda will provide a significant amount of guidance at this stage, but a traditional board meeting will look like this:
- Review the meeting minutes from the prior meeting.
- Discuss the company’s financial documents.
- Address any challenges and risks the company is facing.
- Host any presentations, regarding the status of the business.
- Discuss forward-facing strategies for the business.
- Vote on key decisions regarding the company’s direction.
- Raise and discuss any additional motions.
The agenda should be paced properly, so that everything on the agenda can be covered within the time that has been allotted for the meeting. You will need to take control of the meeting, keeping an eye on the clock, and making sure that the board meeting doesn’t get bogged down.
Understandably, the voting aspect of board meetings is often one of the most important. As key stakeholders do have a say in the future of the business, the vote will represent the actions that the business is allowed to take moving forward.
Most of the board meeting will be leading up to these votes. The financial statements, challenge statements, presentations, and strategies should all be offering potential solutions to these board members. These board members will then vote on these solutions.
Board meeting voting procedure is generally as follows:
- A motion is put to the table and discussed.
- Affirmative and negative votes are given.
- The affirmative and negative votes are tallied.
This is for pre-scheduled votes. For non-pre-scheduled votes (new motions), a motion will generally be raised by a board member. From there, it must be seconded by another board member, at which time it will then be put to the table and discussed.
Adhering to board meeting voting protocol is often necessary for two reasons: it ensures that votes occur expediently, while also making sure that the vote (and accompanying discussion) remains clear and civil. Often, board meetings may involve votes on topics that the board members consider quite passionately.
Robert's Rules of Order
Robert’s Rules are an excellent way to maintain order and decorum throughout a board meeting. A board meeting, by necessity, has to be orderly. Even in the most informal of startups, it must at least be clear what is being discussed and what the results were of that discussion.
Robert’s Rules of Order can be applied to virtually any type of meeting, with a board meeting being one of the most likely to benefit. It is focused both on conducting meetings generally and also making decisions as a group.
Here’s a simple Robert’s Rules one pager:
- Under Robert’s Rules of Order voting is done through motions, which must be seconded, and when these motions are seconded, they are then voted upon.
- A motion is defined as an intent to do something. In a board meeting, any planned strategy or decision would be considered to be a motion.
- Under Robert Rules of Order motions and voting are done with a single speaker at a time: there is no cross-talk, leading to an atmosphere more conducive to progress.
- Under Robert Rules of Order voting procedures, debates often precede votes, so that board members can discuss votes in full, and each board member can be allowed to share their opinion.
- In general, a “quorum” is required for most meetings. A quorum is a minimum number of members that the board meeting requires to be considered a full board meeting.
- Under Robert’s Rules of Order, meeting members have the following rights: to attend meetings, make motions, speak in debate, and to vote. These rights can be applied easily to board meetings.
- Depending on the way that Robert’s Rules of Order are applied, votes may be required to be unanimous, two-thirds, previous notice, or majority.
Robert’s Rules of Order for small boards can be used as a method of structuring board meetings, giving insight into the decision-making process for groups, as well as the most important factors to emphasize. In general, Robert’s Rules place an emphasis on ensuring that an agenda is designed and kept, that everyone has space to talk and discuss, and that discussion is kept orderly and clear.
