• A Primer on Running Effective and Efficient Board Meetings
  • March 18, 2016 | Author: Jeremy Mark Tucker
  • Law Firm: Lerch, Early & Brewer, Chartered - Bethesda Office
  • The key to a well-run and effective board meeting is a strong chair who can rein in informality to prevent inefficiency. However, the chair must strike a balance between maintaining order and succumbing to procedural formality that may stifle participation. To achieve the optimal balance, boards can implement some basic parliamentary procedures to quell long or unnecessary debates, prevent members from speaking offtopic, and stop informality from taking over a meeting.

    Probably the best and most widely used form of parliamentary procedures is Robert’s Rules of Order. However, it may be difficult for board members to grasp completely the requirements of Robert’s, as the newly revised 11th Edition exceeds 600 pages. In those pages, Robert’s recognizes that board meetings and membership meetings should be conducted differently. Where large member meetings should be fairly formal, Robert’s recognizes such formality can hinder meetings of fewer than 12 people. For these smaller board meetings, the following less formal procedures can be used:
    • Motions do not require a second. (This bears repeating: motions do not require a second.)
    • If no motion is pending, discussion of a subject is permitted.
    • Votes can be taken initially with a show of hands.
    • When a proposal is clearly stated, a motion is not needed for a vote.
    Though these informal procedures are permitted, if the meeting chair feels more formal procedures are needed - for example, a decision that no discussion can take place on a motion until after it has been seconded - the chair can call for more formal procedures. Significantly, the tools available to the chair are not limited to meeting procedure. How a meeting is organized is equally important. Here, again, Robert’s provides guidance.

    The Agenda

    Agendas are an often overlooked tool, but are very useful if prepared properly. Instead of a simple preprinted generic form, the chair can use a meeting-specific agenda to know in advance what business will be coming before the board, which officers or committees have reports (and therefore know on whom to call), and the sequence of business that will be addressed.

    Further, there are different types of agendas that can be used to address different situations. For example, an “adopted agenda” can be used to prevent unplanned business from taking over the meeting. If the board adopts the agenda at the beginning of the meeting, the agenda must be followed; no other business can be brought forward at the meeting. To prevent a meeting from running too long or one item from dominating the meeting, a “timed agenda” can be used. The timed agenda states specific times for each agenda item. If the discussion goes over the specified time limit, the body must move to the next item on the agenda, even if no decision has been made. The item not decided on becomes unfinished business, which can be taken up at the next meeting.

    Unanimous Consent

    But what about those housekeeping and noncontroversial items that come before the board where discussion is not necessary Fortunately, Robert’s provides for a procedure to quickly dispatch these items. Possibly one of the easiest efficiency tools to implement from Robert’s is unanimous consent. These items, such as approval of the minutes, can be handled simply through the chair without a vote. The chair can ask, “Is there any objection to approving the minutes as distributed? Hearing no objections, the minutes are approved.” Unless there is an objection, the chair should no longer seek a motion and a second to adopt the minutes.

    Conclusion

    While implementing easy changes to your board procedures can lead to immediate positive outcomes, making wholesale changes to long-established board meeting procedures may not be advisable. Rather, start by implementing smaller changes at first, such as unanimous consent. Robert’s has many other tools to help chairs work through meeting issues they confront. Using these tools can help limit challenges and prevent others from hijacking the meeting.