Are you attending a board meeting in the near future, maybe as an observer or presenter?
Or are you a new director, faced with leading an upcoming board meeting, and many more on the horizon?
If you answered yes to any of these questions, and need guidance on how board meetings work and what is expected of attendees, then you’ve found the right place.
Even if it is new and daunting territory for you, we want you to take it on and be present, exuding confidence, and delivering amazing results. Coming into contact with a board, whether you’re on the board or you’re presenting to one, can be intimidating and challenging for a newbie. Even just observing a board meeting can be confusing if you’re not familiar with the who’s and what’s.
So, considering that boards are required for all publicly traded entities, and are common among non-profit and government agencies, you’re bound to cross paths with and be exposed to board meetings at some point in your life, professionally or otherwise.
We’ll start by describing some basics, at the point where one is most removed from the board itself (like in an observer capacity) and work our way closer (such as making a presentation to a board) and even closer still (like what things to consider as a new board member). Hang in there with us and we’ll show you all the basics.
Boards come in all shapes and sizes
Before trying to explain what a board meeting is like, we’ve included some examples of the diverse range of business types that require or utilize a board of directors, who is on a board, e.g. the directors, and what exactly these people do.
Types of boards and their directors:
First up, S and C Corporations. These include publicly traded companies, but also private for-profit and nonprofit organizations. We won’t go into too much more detail here, but basically, entities that are publicly traded must have a board of directors that comply with the corporation’s bylaws for all board meetings. Sole proprietors and LLCs are example of business entities that do not have to have a board of directors.
Duties of for-profit boards include tasks such as hiring/firing senior executives, ensuring resources are managed appropriately, setting company goals, etc. These boards are composed of directors that have specific roles, depending on the corporation’s bylaws. C-level executives, union representatives, major shareholders, or those that work outside of the corporation and are not involved in the day-to-day operations, typically make up the board of directors. For these types of entities, the shareholders are essentially the beneficiaries and the board works for them.
For nonprofits, board directors are typically volunteers that are tasked with overseeing an organization’s activities, developing mission statements, finding a chief executive, and so forth.
Alternatively, boards are also established for some government agencies, like a school district or city’s board of education. It is composed of directors that are elected and/or appointed into their positions. They might be tasked with establishing a structure for the agency, establishing the curriculum (for schools), approving purchases, etc. Here, the public at large is equivalent of a “shareholder,” staying accountable to them.
Board meetings 101: what happens at a board meeting
At its most basic, a board meeting is a formal meeting among the board of directors, governed in accordance with the rules outlined in the entity’s governing documents.
It’s like a business meeting. Tasked with addressing problems, establishing policies, or providing oversight, the board meeting tackles these tasks and issues, often relying on information provided by people that work for the corporation.
Board meeting rules and format:
To carry out its job, board meetings typically follow a certain order, format, and guideline. For example:
- Reviewing previous meeting minutes
- Checking in on the development of projects, performance, or overall status
- Discussing future strategies and goals
- Developing plans of action
- Listening to, reviewing, or discussing presentations and the information presented
Presenters from the organization itself, such as senior executives for example, help connect the board to what’s going on within the organization, so they aren’t functioning and making decisions in a bubble. These interactions provide much needed information to keep the board up to speed and current.
Observing a board meeting
Most board meetings are private and held behind closed doors, unless the entity decides otherwise or it is subject to state sunshine laws requiring access to the public.
However, it is possible to attend a board meeting just to observe it in action, not necessarily to participate or have any say. When would this opportunity arise and what can you expect? Some examples might be:
- Government board meetings that are open to the public, though they may allow public comment or questions
- Corporate board meetings under a board observer arrangement for a potential investor
- An opportunity for a potential board member candidate to learn about your entity
- Staff who are invited to observe, but not participate
In this observer capacity, your role will be limited to just observing, and unless it’s a public board meeting, the ability to ask questions or provide comment will likely be nonexistent, including not being counted or included in voting.
TIPS: No matter what your goal is in attending a board meeting as an observer, whether as an investor, candidate, or staff, here are some tips:
- Be prompt and courteous of the board’s time, arriving early and prepared to listen.
- Observe, listen, and only participate or provide comment or a note of thanks if introduced and/or asked to do so.
- Be respectful of the board’s stated rules.
- If you signed an agreement in order to observe the board meeting, follow and adhere to all requirements, which may include confidentiality concerns.
Presenting to a board of directors
Feelings of fear, apprehension, uncertainty, or queasiness are all fair game when you’re asked to present to your board. If you rank high enough up and work for a publicly traded company, you’re presenting to the very people that have the ability to fire you. Or you may be asked to share your ideas on a key issue, present budget updates, or share project developments.
Considering you may be limited to talking about only one issue or topic, it can be that much more difficult to keep your presentation tight while also providing a complete picture.
TIPS: Here are some tips to help you get through it with confidence:
- Make sure you know who invited you and who you will be presenting to.
- Ask how much time you have, and get clear what topic, issue, or questions you should address.
- Confirm what technology is available so you can prepare appropriately. Will it be a powerpoint presentation or handouts? Bring hard copies printed ahead of time, just in case of technology failure.
- Prepare material that is relevant, specific, and includes information that shows you’ve covered your bases and thought through different scenarios.
- Make information visually easy to digest, don’t bog it down with wordy slides, text that is too small, or charts that can’t be seen or read. Numbers are concrete and meaningful; whenever you can, apply numbers and data that give clear takeaways.
- Keep it simple and as straightforward as possible. Board meetings are often very long, so keep in mind your audience may have a hard time focusing if you go too long.
- Do as many dry runs as you can, by yourself, with your team, or with your co-presenters so everything goes smoothly, you get the information to the board clearly and concisely, and you make a good impression!
Joining a board of directors
As someone new to a board of directors, the first few board meetings are going to give you an opportunity to feel out the process and roles, and get your feet wet. But board meetings may only be held 4 times a year, which isn’t very frequent considering all of the necessary tasks. Therefore, it’s important you work hard to get up to speed so you can add value as soon as possible.
TIPS: A board meeting, particularly a fruitful one, hinges on a few essential elements:
Timing and information sharing. If you’re preparing material for or leading the board meeting itself, send the agenda or slides for the meeting to everyone in advance. It’s just one way you can be particularly mindful and respectful of others’ schedules and time restraints. Sharing these 36-48 hours ahead of the meeting will go a long way to encourage efficient and productive meetings.
In a similar vein, manage the clock and don’t let the meeting start late or run long. Arrive early to the meeting and start it on time; if you’re not leading the meeting, encourage the meeting start on time. And try to keep members on track and focused on the agenda items; you could do this by referring back to the time allowed for a topic or pointing out how much time remains in comparison to what items must still be covered.
Prep speakers in advance. Presenters will benefit from a heads up on the topics and possible questions others will ask, including the ones you will ask of them. Help presenters to shine and give the right information the first time without a lot of back and forth.
Ask for opinions, but only if you offer a recommendation. Asking for the board’s opinion on an issue isn’t a no-no, but if you do it, you should have a recommendation ready and state it clearly based on the options as you see them or as discussed. This helps things from getting too unwieldy and gives you an opportunity to show you’ve thought something through.
Women + board meetings
You may have heard that California recently passed new legislation specifically on the topic of women and corporate boards. This is a significant change and will mean more women are joining boards likely for the first time.
Currently the only state with this requirement, “the law, signed by Gov. Jerry Brown on Sunday, requires public companies whose principal executive offices are located in California to comply by the end of 2019. The minimum is two female directors if the company has five directors on its board, or three women if it has seven directors by the close of 2021.”
Your first board meeting
No matter where or when your first board meeting is and what your role is in it, we hope these tips get you started and help you out!