Five Guiding Principles for Board Meetings
BY SUSAN LAIR, Phd - CONSULTANT, Executive Coach
A Little History…
Henry Martyn Robert was born in South Carolina in 1837. In 1857, he graduated from Westpoint and began his career as an Army engineering officer. As a young officer, Robert was asked without warning to preside over a public meeting, and due to his inexperience, the meeting was chaotic.
Following the meeting, Henry was determined to learn more about how to run a meeting. In 1876, he published the Pocket Manual of Rules of Order for Deliberative Assemblies, a collection of Rules regarding parliamentary procedure. This pocket manual was later published as Robert's Rules of Order, and it is the most widely used parliamentary procedure manual in the United States.
Private school boards use Robert's Rules to bring order to meetings and allow Boards to take care of Business efficiently and predictably.
Five Guiding Principles
Members of an organization have a right to know what is happening
When considering a motion, only one motion can be considered at a time
Attendees of the meeting are allowed to speak about a motion
Speakers are only interrupted in urgent situations
Decisions are made by the group as defined by their bylaws
The Four Rules for Running a Meeting
Set an Agenda Before the Meeting, complete with Start and Stop Times for Each Presenter
Start and End the Meeting on Time
Close the Meeting with an Action Plan
Use Robert's Rules of Order and Parliamentary Procedures to bring order to the meeting.
Board Document Retention
Are there legal reasons for boards to keep and retain their minutes? Congress enacted the American Competitiveness and Corporate Accountability Act of 2002, more commonly called the Sarbanes–Oxley Act; the legislation is designed to prevent abuses of nonprofit tax-exempt status and promote transparency, accountability, and corporate responsibility in nonprofits. Only two Sarbanes requirements apply to nonprofits. They are:
Whistleblower Protection – The Act prohibits a corporation from retaliating against an individual who reports suspected illegal activity. To help ensure compliance with Sarbanes Oxley, nonprofits must adopt a written policy on handling employee and volunteer complaints.
Document Destruction – The Act also makes it a crime to alter, hide, destroy, or falsify documents to prevent their use in litigation or official proceedings. Every nonprofit must develop a document retention and destruction policy and adhere to it. One policy element should be that no documents will be destroyed once the nonprofit knows or has reason to know that a government investigation of the organization has begun. Since the school's auditing firm checks to see if board minutes align with actions like signing contracts and loan agreements, developing the policy in consultation with the organization's auditors is helpful.
A designated member of the group, the secretary, usually takes the minutes of a Board meeting. They accurately record what transpired during the meeting and highlight the key issues discussed, proposed, or voted on and activities to be undertaken.
Board Meeting Components
Approval of Minutes
The secretary prepares the minutes from the previous meeting immediately after the meeting and sends them out to the members by email. Members send the secretary their corrections, and the corrected version is either sent to the membership before or distributed at the meeting. The approval of the minutes, as amended, requires a majority vote.
Reports
Reports are divided into three categories: officers, standing, and special ad hoc committees. Not every officer or committee chair needs to give a report. In fact, most boards share reports with their members before the meeting. For a consent agenda, the Board Chair will ask if any members would like to remove a report. Then, a member moves to accept the rest of the reports, and the Board approves all the remaining reports. Last, the Board discusses and votes on the removed report.
Special Orders and Unfinished Business
Special orders refer to actions in the bylaws that occur at specific times, such as approving the Board's officers. Unfinished Business is Business that was held over due to time constraints or the need for additional information.
New Business
During New Business, if a member asks to discuss a topic, the chairman cannot refuse the matter as long as it is within the purpose of the Board. Usually, the New Business section of the meeting is used for the entire Board to discuss a specific item or to hear a guest speaker.