Procedure1 for Board Meetings2
Be clear on the following
things before the meeting:
- Who will run (preside
over) the meeting – called the Presiding Officer
- Who will take
notes (minutes) of the meeting – meeting Secretary
- Who is allowed to
vote on matters that require action – voting members
- How many voting
members must be present to allow for voting – quorum
At the announced time, date
and location for the meeting, the Presiding Officer will make sure that there
is a quorum by noting that enough voting members are present for the Board to
take actions. Ideally, send out an agenda for the meeting in advance of the
meeting or present one at the beginning of the meeting.
Beginning a Meeting
Presiding Officer: announce the start of the meeting with
something like, “The meeting is starting now.”
Another way of wording this is to say, “This meeting is called to
If there is an agenda, the
presiding officer leads the meeting through the agenda. If there is no agenda, the Presiding Officer
announces the topics for discussion and action.
Items identified with another person as leader are passed to that person
at the appropriate time.
After any desired discussion
of a proposed action item, the Presiding Officer asks whether anyone wants to
make a motion to take a particular action.
A voting member then says, “I make a motion that [state the action to be
taken.]” Another way of wording this is
to say, “I move that [state action to be taken.]”
The Presiding Officer asks
whether there is a second to the motion.
At this point, either another voting member will second the motion, or
the motion can be changed. If nobody will
second the motion, then no vote is required and the action will not be
taken. This is uncommon and usually
means that the Board is not close to consensus on an action item.
If a motion is seconded, the
Presiding Officer calls for a vote by asking those in favor to say “aye” and
those opposed to say “no.” If the
outcome is clear, the Presiding Officer will announce that the motion is passed
(carried) or failed (was rejected), and the meeting Secretary will note that in
the minutes. If the voice vote is not
clear, then further discussion or a written vote should follow. If something becomes controversial, the
Presiding Officer can also table a motion rather than resolving it.
Ending a meeting
Presiding Officer: announce the end of the meeting with
something like, “The meeting is now over.”
Another way of wording this is to say, “This meeting is adjourned.”
1. Parliamentary procedures were written to govern the actions of parliamentary bodies, like congress. They're not well-suited to running a small Board of Directors, but they are familiar and many Boards of Directors use parliamentary procedures because of that familiarity. This Board Meeting script uses relaxed parliamentary procedures to allow for the familiarity of making motions as the method of taking actions.
board meeting procedures are intended for small Boards of Directors that have
at least three members, but fewer than 20 board members, and that are generally
acting with consensus. These procedures
and are too formal for Boards of Directors with fewer than three members, and
too informal for larger Boards.