Conducting Effective and Meaningful Board Meetings
By: Herbert H. Fisher, Esq
This article is designed for Board members who are ultimately responsible for the success or failure of a board meeting but is principally addressed to presidents in preparing for board meetings, and to entire board's whose assistance is required in assisting the President in carrying out the ideas to be discussed.
Different boards, different presidents, different people will implement these ideas or achieve these goals in different ways best suited to their individual personalities and communications means at hand. Communicating in advance of and after board meetings is oftentimes as important as communicating during board meetings.
The essential starting point in planning for each meeting is a review of past meeting minutes, past management agent reports, correspondence from members, vendors, attorney, management and others. In other words "what's happening?" The goal is to identify items which need decisions or clarification for discussion. If issues need explanation, a background and explanatory memo to the board
members from the president, from management, from the attorney, the auditor, a vendor, or, even the complaining member whose issues are unresolved and need board attention, may be required to cut down on the time consuming explanations during the meeting.
Methods of communications should be as convenient as possible. For small boards it may be telephone calls or telephone conference calls for larger boards, email or distributed memos.
The purpose of an agenda is to provide organization to the meeting. To achieve this it is best to develop broad topics which will repeat themselves at most every successive meeting. Everyone then becomes accustomed to this routine and the structure of the meeting becomes institutionalized for your cooperative. The agenda process and cooperating with it becomes easier to do, and then tends to be the procedures followed by successive boards. Items I and II below are legally necessary to establish that the meeting is a legally constituted meeting. The rest is optional depending on each board's cooperative structure and needs.
Distributing a draft of the agenda in advance of the meeting is preferable.
As much advance information to board members always assists the progress of the meeting. First, organize under broad topic headings (the Roman numeral items below), then go to the details for the meeting (Arabic numeral items below), e.g.,
I. Roll Call – Establish Quorum
II. Report notice of meeting or that it is a regularly scheduled meeting
III. Approval of Agenda
Getting board member approval is important to having an agreement by everyone or at least a decision by the majority of
the board present that procedure for the meeting has been set and that everyone will abide by it.
IV. Review of correspondence to the Board, assigning agenda position (or assignment can be done by
President prior to meeting in preparing the agenda.
V. Review or approve minutes of previous board meeting(s)
Contrary to popular conception, minutes are finalized when prepared and signed by the cooperative's secretary and, in
most states, are taken as true unless proven otherwise. Third parties have a right to rely upon them and certificates of corporate resolution signed by the secretary. However, the procedure of approving minutes is important to make corrections
which may occur and to lay aside any possible internal disputes as to what happened at the meeting. Corrections of minutes
should show in detail in the meeting of the minutes at which the corrections are made.
VI. Committee Reports
These can be verbal or in writing depending on what the board requires. If in writing, it is best to distribute them with the
proposed meeting agenda if possible.
VII. Management Report
This should be distributed in advance of the meeting. Many cooperatives require that written management and financial
reports be in board members' hands 3 or more days prior to meetings at which they will be discussed.
VIII. Other Reports
a. Each cooperative has a different pattern of who reports. Oral or written reports may be expected from committees, the cooperative attorney, periodically from the auditor, review of vendor bids or performance if not included in the Management Report. These should then be listed in order of importance at the moment on number lines, e.g.:
1) Status of new budget
2) Handling of delinquencies
B. House and Grounds
1) Status of window replacement project
1) Delay in processing evictions
2) Need for improved contracting protections
3. Ad Hoc Committee on program for seniors
IX. Old Business—unfinished from prior meetings
X. New Business—items assigned to this category at beginning of the meeting with the agenda or
assigned to this time by the president or vote of the board during the course of the meeting to avoid
an interruption non agenda related item from distracting from the agenda and being out of order at
b. Secondly, assign specific items to broad topic headings, e.g.:
Special topics can then be assigned to the routinely laid out agenda. Special topics which tie into items already on the agenda, for example, a topic dealing with management functioning would go under anagement Report. A topic with a committee's sphere of activity could go under Committee Reports to be dealt with at that time. The committees expected to be reported could be listed.
IX. Old Business
A. Member's complaint about neighbor's conduct from last meeting
B. Finance Committee's report on over expenditures from Jan. 20, 2004 meeting
X. New Business
A. Letter from member requesting formation of dance class and use of community room
Distribute the agenda prior to the meeting, preferably with the meeting notice if one is needed.
Set time periods for each item on the agenda; or alternatively, during meeting when a long discussion is expected, set a time
limit at the time the subject is put on the table for discussion
The president in making the agenda can divide a set meeting time, say 3 hours, giving each agenda item a set time within
that period. This becomes a guide for the president and board members as to where the progress of the meeting is at any
given point. Whether to adhere to the time schedule or not is up to the president and the board as the meeting progresses..
The conduct of the meeting is key to a successful meeting. The presidents' and board members' conduct will be governed by
what it is that each participant understands is expected by their fellow board members and members of the cooperative.
President/Chair's role is to:
I. Stick to the Agenda—Promptly rule out of order board members, management or anyone else
(participants) who gets the floor who gets off the subject which is on the table; and for the president
not to make comments or raise unrelated items himself or herself.
II. Keep participants from getting into repetitious remarks and overlong statements which do not add to
III. Do not permit interruptions or speaking without having been recognized by the president first.
IV. Do not permit interruption by non board members who are present other than during allotted time.
Board members'/Participants' Role:
I. Do not speak unless recognized by the chair.
II. Stick to the subject which is on the floor for discussion, or at that point on the agenda or as requested
by the chair.
III. Be alert and provide your input when the agenda is established and approved.
IV. If a board member believes the discussion is straying to raise a point of order that the remarks are out of
order for the president to make a ruling.
Adjournment – If an adjournment time is set in the agenda, remind board members of the adjournment time 20 minutes in
advance and ask for a motion to extend adjournment time at the scheduled time for adjournment so that all board members
agree the meeting will end in the absence of a motion or to the later time to which they stay to complete business.
Post adjournment activity is important to implementing the effectiveness of the meeting. The President and Treasurer should
review decisions made at the Board meeting for prompt follow up as their by‐law roles require. Minutes of the meeting being
prepared and distributed promptly is important as a reminder of follow up which may be needed. Contact with those charges
with the follow through responsibility is critical to avoid a do nothing period and an embarrassing subsequent meeting.
In conclusion, following the above will not necessarily guarantee an efficient and effective and meaningful meeting but will be a start in that direction. How meeting s are conducted and how members participate in them become institutionalized (another
word for becoming habit) and habits are sometimes hard to change, so make the habit a good habit, not a bad one.
©Herbert H. Fisher Law Office, P.C.