A board meeting brings together the board of directors. They meet to discuss and evaluate the progress and performance of the organization. A well-functioning board of directors has both a monitoring and an advisory role. Board meetings take place periodically, every two weeks, or once every quarter for example.
Organizing a board meeting is largely the same as organizing any other formal meeting: you determine who should be present, arrange practical matters, and provide an agenda that you then distribute. It is also important that minutes are taken. These should be approved in the next meeting after which you archive them.
Some things are different or more important in comparison with a ‘normal’ meeting. You can take this into account when organizing a board meeting:
When you organize a board meeting, you can take these points into account. Nowadays, many organizations use board meeting software to solve the security issue. This kind of meeting software is also a solution to the practical issues of organizing board meetings.
How often the board of directors should meet, depends on the organization. As a rule, a board meeting does take place periodically. This can be biweekly, quarterly, or six times a year.
This also depends on the organization and the topics being discussed. In most cases, a board meeting lasts a few hours. It is not uncommon to schedule a board meeting (partly) in the evening.
For effectiveness, it is useful if you schedule short breaks regularly. As an organization, you can also opt for board meetings including lunch (break). This way, everyone stays fresh and there is room for informal conversations which in turn ensures more pleasant collaboration. During online board meetings, it can be useful to make other choices. More about this in the paragraph ‘Remote board meetings via video’.
A board meeting consists of the entire board of directors. In this meeting, there are different roles to fulfill. One of the attendants is the chairman, who leads the meeting. Preferably, the chairman is independent, it can therefore never be the CEO. Furthermore, a secretary or management assistant fulfills the role of organizer. He or she organizes all practical matters concerning the meeting, including taking care of the minutes.
Active preparation saves a lot of time during the meeting itself. You read the documents just like before, but it does not stop there. You respond directly to the documents with comments or so-called "annotations". Everyone can read along and respond. As a result, a lot of preparatory work has already been done before the actual meeting starts. It is of course important that you have a shared document to which everyone can contribute.
Make sure the software is working. After all, you want everyone to be busy with the topic of the meeting. Not with lost parts and broken connections. Malfunctioning software is very demotivating and takes an unnecessary amount of time. A professional working environment is also expected during a board meeting. So choose user-friendly software with a pleasant structure that meets the needs of the organization.
Remote board meetings have the advantage that external parties can easily join (part of) the board meeting. Speakers with relevant expertise can make a great contribution to your board meeting. First of all, it is useful that all attendants receive the same information at the same time. It can also be a welcome and refreshing change from the regular meeting routine, which increases inspiration.
When it comes to online board meetings, the length of the meeting is more important than ever. Nobody stays fresh and energetic during an online meeting that lasts for hours. So, schedule a short break regularly and divide longer meetings into several shorter meetings. You can meet once a month for four hours, but a remote board meeting may work better if you spread it over two or even more meeting moments.
We previously discussed the importance of user-friendly software, but safe software is just as important. You do not want your data to be exposed. Security is and will remain an important theme. This applies even more to remote board meetings.
You will make more progress if you trust each other and when the relationships between board members are strong. If you do not occasionally meet each other at the water cooler or in the corridor - as is the case with online meetings - there is a chance that the distance between the board members will grow.
To prevent this, you can schedule moments for individual members to share important matters, both personal and professional. This way, the entire board of directors gets to know each other on a deeper level.
Another option is to stimulate interaction and involvement. Consciously reflect on those who haven't said anything and ask these participants for their opinion or vision. And last but not least, members can also keep in touch outside the formal board meeting in a smaller group.
Microsoft Teams, part of Microsoft 365, is a popular online meeting solution. Teams is accessible, user-friendly, widely distributed, and you know that the security is excellent. It is accommodating that you can easily invite external parties from within Teams, even if they do not work in the same Microsoft 365 environment. Many companies find Teams a pleasant and reliable online meeting solution.
When you organize a board meeting with Teams, you do miss several functionalities. The option to annotate for example. This functionality is considered very important by many board of directors members. There is a solution: software built on Teams, which you install as a Microsoft add-on. By using such an add-on you combine the convenience of Teams with the extra functionalities you need during board meetings.
Another major player in the field of online meeting software is Zoom. You can easily organize meetings with this software, also with external parties. This makes Zoom a popular solution for online meetings.
The popularity has decreased after Zoom had some privacy issues. There are organizations that for that reason no longer (want to) work with this meeting software. Zoom has since worked hard to get security in order. For example, you can now lock video rooms and work with unique pin codes. There is also a waiting room where the meeting organizer has to admit or reject people manually. Security has therefore improved considerably, but Zoom has not yet been able to (completely) restore trust.
A board meeting should always follow the same format - if all goes well. Often, a board meeting template is used. More and more board meeting organizers choose to use meeting software. This automatically brings structure to the board meetings.
Usually, the management assistant or executive secretary creates the agenda for the board meeting. Input is provided by the CEO and the chairman.
The board meeting agenda contains in any case:
Link each agenda item to a person, so it is clear who provides the input. Also, set a time for each agenda item, so you do not run late. When it comes to board meetings, time management is both appreciated and expected.
A fixed agenda structure ensures a clear board meeting. A template can help you. You can easily find different templates that can serve as a starting point for your own board meeting agenda. By following a fixed format, you keep a grip on the board meeting and save time. Good meeting software is always based on templates that you adapt to the needs of your organization.
On itself, the minutes of a board meeting are not very different from other meetings’ minutes. You track who is present, you follow the agenda, and take concise, clear notes.
During board meetings, it is common to make lists of tasks and decisions separately. The Task list is the to-do list for after the meeting. You also write down names, so everyone knows what they should do. On the Decisions list, you keep track of the decisions that are made during that meeting.
Keep the minutes of your board meetings concise, clear, and neutral. Do not include quotes: there is no context on paper. When you are in doubt whether or not to include something, consult with the chairman of the meeting.
Just like there are templates for the board meeting agenda, there are templates for board meeting minutes as well. Oftentimes, the board meeting agenda serves as a starting point. That way, you have all board meeting topics directly listed in the right order.
If you work with meeting software, this is even easier. With user-friendly (!) software, you convert your board meeting agenda into your meeting minutes template in just a few clicks. You can do this within the meeting software, so without having to copy and paste information from different places and documents. This way, all relevant information from your agenda is also in the right place in your minutes. This allows you to work faster, and make fewer mistakes. It also prevents having to switch from one program to another. Certain programs support generating simple Task and Decision lists. This easy way of working within one program saves time before, during, and after the board meeting.
Besides the meeting agenda and minutes, many meeting topics come with attachments. These attachments can be quite large. The documents must be converted to PDF. Why? Because you cannot edit PDF; a PDF is an image of the text. You cannot type in it either. This way you prevent the creation of different versions, which can cause confusion and delay.
It is important that you store all meeting documents in one, structured place. This used to be the filing cabinet. Nowadays, this usually happens digitally in a safe and - for authorized persons - accessible environment. Structure prevents pieces from getting lost. Make sure you create a structure that provides an overview. If you use meeting software, you usually automatically have a logical place to store board meeting documents. When choosing meeting software, you could assess it by answering these questions:
It is important to convert your documents into PDF. This has the disadvantage that you can no longer make notes and annotations in the document itself. After all, you cannot type in a PDF. Of course, you can create a separate document for your notes. Ideally, you do this digitally and save the document in such a way that you can easily find it back.
It is even easier when your meeting software supports making annotations. In that case, you can make annotations in the PDF, just like you would on paper. Certain meeting software supports typing, as well as writing and drawing. This comes in handy when you want to add an arrow or exclamation mark.
A motion is a formal request or proposal from a board member for the board to take action on a specific issue. The point submitted for discussion must be put to a vote.
All members of the board can make a motion. It is beneficial to consider beforehand whether there is a chance to get the majority of the votes. If not, a motion makes little sense, as it will probably be rejected.
Motions cannot be in conflict with the law and the articles of associations and must meet the formal requirements of the meeting. Every board meeting has its own procedures for submitting motions. Read these in advance, because motions that do not meet the formal requirements are invalid.
A written motion for a board meeting has a fixed sequence and wording and the language use is prescribed. If you want to write a motion, be sure to look up some examples of previous motions. You will see that motions always have the following structure:
A decision of the board is a formal decision of the board of directors.
Preferably, you schedule matters for decision at the beginning of your meeting. There are multiple reasons for that: matters for decision take little time. In addition, chances are higher the entire board is (still) present. Finally, you want to prevent this point from not being addressed at all in case your board meeting takes longer than planned.
Analysis and discussion of the topic took place in the previous meeting, during board calls in smaller groups, or maybe even one on one. The actual decision-making during this meeting should therefore only be a formality and not lead to discussion.
There is no fixed form that a resolution must comply with - as is the case with motions. You must be consistent. Using a template can help you with that.
A resolution, or board decision, is a formal document. That is why a resolution - in addition to the decision itself - contains company information, date, and signatures.
Good board meeting software supports and facilitates the process of a board meeting. With the right software, you can easily make annotations in PDFs. It also makes creating agendas and minutes easy. It makes remote meetings well organized and documents easily accessible and stores documents securely and conveniently.
Does your organization work with Microsoft 365? Or do you like to use Microsoft Teams but do you want more functionalities? In that case, Indeqa is the perfect add-on. This board management software fits seamlessly in any existing Microsoft environment and guarantees the security you are used to getting from Microsoft. Even if you meet with people from outside your organization. Indeqa has a high user adoption because it is remarkably user friendly. It offers everything you need for professional and efficient board meetings.