How to Run a Board Meeting — Best Practices (A Minute-by-Minute Meeting Guide)

  • By: Adam Wire
  • December 7, 2021
Minute by Minute Guide for CEOs
Reading Time: 9 minutes


Have you ever left a board meeting, and on the way out, someone says, “Well, most of that could have been an email,” under their breath? You are not alone. This guide can help you get the most out of every meeting and make the best use of your director’s time. 

A whopping 65% of top leadership meetings (including company board meetings) are not called to make a decision. Only 12% of executives felt their top management meetings consistently produced strategic decisions. Conducting a board meeting that yields results requires a strategic hand. 

Good boardroom practices are built around collaboration, action, and clear boundaries. Using parliamentary procedures (like the guidelines in Robert’s Rules of Order) can pave the road to an effective board meeting. Setting ground rules and modes of conduct can help actively spark collaborative discussion because it gives your attendees the tools to do so quickly. 

Sticking to the board meeting’s rules is the best way to effectively use your time together. Knowing the nuances of a meeting playbook can keep your board on task. It also helps the board members reach a state of forward-thinking as a group, allowing them time to promote organizational progress. A board meeting that falls off-course can prevent the board of directors from thinking ahead and can financially take a toll on the organization right now. Roughly $37 billion each year is wasted on unproductive meetings. The true cost of unproductive board meetings can spread as silent hemorrhages. 

How to Make a Board Meeting STOP Being INeffective

When it’s time to call the meeting to order, there are 2 ways to create effective board meetings. 

  1. Board meetings should be decision-making sessions, not reporting sessions (you should already utilize a consent agenda for basic reports).
  2. Once you create an agenda—you need to follow it.

To help facilitate this, we outlined the best board management practices. 

8 Best Practices to Manage a Board Meeting

Good boardroom practices create the positive outcomes that your organization needs to move forward, and those practices can’t be repeated without active management. Developing strategic best practices can align your meeting minutes with your board meeting objectives. These best practices can be adhered to as rigidly as you would like; treating them like strict board meeting rules or management guidelines is entirely up to you. 

1. Communicate with the Board of Directors Ahead of a Meeting

Letting the board of directors know there is a meeting sounds like an unnecessary step to include on this list. However, specific time frames and pre-arrival materials must be shared for corporate and nonprofit board meetings.

When organizing an upcoming board meeting, ensure that members are told: 

  • The date, time, location, and attendance policy of the forthcoming board meeting
  • Reasonable expectations and parameters regarding the meeting length and type
  • Clear communication if the meeting is a “special session” and if so, who called it and why
  • A complete packet of board materials that need to be reviewed before the meeting
  • A transparent agenda and high priority items
  • A waiver of notice

Creating and sharing a waiver of notice is perhaps the most essential piece of board management. A board of directors cannot conduct business without a quorum. Board managers need to send a waiver of notice that acts as an RSVP when returned. Waivers of notice allow a board of directors to know concretely if a quorum will be reached at each meeting. 

2. Put Together an Accurate Meeting Agenda

One of the key ingredients to effective board meeting management is transparency. Creating and sharing an accurate board meeting agenda establishes trust between directors and donors or investors. Showing that a board of directors follows through on its action items sets the bar for the entire organization and keeps you on task for the purpose of the board meeting

To create a focused meeting agenda

3. Get to Know Your Board Members and Their Communication Styles

Developing strong working relationships is especially important for a governing body like a board of directors. There are different types of personalities in this unique professional arrangement because that’s what makes a board of directors successful. A well-versed board gives better business strategies and subject insight to the problems they need to address. Different kinds of members make for a better board.

When you have a diverse board, members will likely communicate in various ways. Learning to work with different communication styles is especially important when you have a room of multiple experts, likely from different fields. Offer multiple ways for board members to communicate, like having time for open feedback. Solicit feedback from specific members who need an extra nudge. Make sure that communication shared digitally is taken seriously and integrated into the processes.  

Lastly, spend time with directors outside of the boardroom. Getting to know them personally and professionally in a lower-stakes environment can help you address more challenging conversations when you need to. 

4. The Keys to Follow Through: Minutes and Task Management

Effectively managing a board meeting is only impactful if it extends beyond the boardroom. Translating intent to action is where many leaders fall short. Start the follow-through at the source — being transparent in the board meeting. 

The first step in knowing how to conduct a board meeting is creating a system for minutes and next steps. These are the primary tools that craft a strategic project plan. 

The most productive board meetings result in several follow-up tasks and action items. Meeting minutes aren’t simply a record. They summarize the questions, concerns, and ultimately the recommendations of the board. Knowing how to write effective board meeting minutes means being well versed in board meeting language and finding the right tool. Using a minutes builder allows you to take notes, create tasks, and mark motions in real-time as a meeting progresses. It also removes any hindrances of miscommunication. Ideally, all these should be done in the same tool so that as the minutes evolve into action items, the context and resources are connected seamlessly. 

The next and vital step in conducting a board meeting is transitioning the meeting minutes into actionable tasks. Using a task manager can help assign clear delegations, due dates, and monitor progress in one location. Using one tool also extends transparency beyond the assignee and board meeting manager. 

5. Create the Board Book

To fully prepare the directors, always create a board book before the meeting. Use the agenda as a table of contents for your board book. Gather the reports and information you want to distribute in your board book so your directors can prepare before the meeting starts. Since paper board books are cumbersome and a pain to assemble, cloud-based board books are an agreeable alternative with all the positive attributes. Cloud-based board books can further streamline the process of adequately informing your board before a meeting. 

Three days before your board meeting is a good time to distribute the board book. Also, make sure to share a cover letter explaining what you will be discussing and what decisions will need to be made. This will cement the purpose and strategy of the meeting; what needs to be discussed and decided. Remember that a board meeting is not a place for reports; it’s for actionable decisions about company strategy. 

6. Don’t Read Reports Out Loud

Always assume positive intent. It may sound like a cross-stitch, but it’s excellent advice for a company board meeting. Make the assumption that every board member has read through their board books and is prepared for the meeting. Do not take up valuable time by reading committee reports aloud for the entire board. 

Instead of rehashing a report, simply summarize the findings or open the floor for discussion. Making time for debate is one of the primary reasons for a board of directors. You can help guide this process by giving directors the tools they need to ask the right questions. 

7. Don’t Surprise Board Members

Running a board meeting requires every agenda item to flow smoothly. One way you can ensure that is by not surprising board members with things they don’t expect. When you catch people off-guard, they are likely to be more resistant. Also, it can cause the meeting to get behind since more time is required to explain and address the unexpected items. 

To ensure there are no surprises, start every meeting on time and in line with your agenda. When you stick to the set time and topics that directors expect, you respect their time and capacity. Running a board of directors meeting requires a thorough understanding of the rules and parameters of governance. Two of the most basic ones are timeliness and preparation. 

Not surprisingly, board members can also be achieved by setting reasonable expectations throughout your meetings. Make sure any decision that must be made is addressed. If recommendation needs to be delayed until further research or committee investigation is complete, communicate that clearly to all stakeholders. This shows that the board knows how to prioritize effectively and that your board management can guide the conversation where it must go. 

8. Evaluate Your Meetings At Least Once a Year

Lastly, effective board management requires review and assessment to strategically evolve. When you can understand what is working well and what needs revisions, you can fine-tune the processes holding you back. 

Evaluation should never come through a single lens. Elicit feedback from all board members and especially committee heads. Gathering feedback is the best way to make sure all directors’ voices are heard and incorporated into new processes. 

Many people prefer to share feedback after having time to reflect. Polling and voting tools can come in handy as you gather assessments. When a board of directors needs to collect a polled response or make an important decision but doesn’t have time to wait until the next board meeting, they need a secure platform to vote that adheres to board compliance. Using secure tools can help offer different lines of communication to the board manager. 

Summing Up With a Minute-by-Minute Meeting Guide for CEOs

Learning how to run a board meeting requires a specific set of management skills: time, communication, note-taking, delegation, and evaluation. In addition to management, it’s essential to understand the timeline of board meetings to effectively run one. This minute-by-minute breakdown can help you prepare the appropriate materials and keep the entire board of directors on task. 

2 Weeks Before the Meeting

Two weeks before a board meeting is the best time to start crafting the agenda. This gives enough time to gather input from various stakeholders. It also allows for the various topics to be identified, so presenters have plenty of time to prepare. Make sure to use an agenda builder to track your meeting to-dos as they accumulate.  

1 Week Before the Meeting

One week before a board meeting is the best time to create a board book. Use the board book as a deep dive into the agenda items. This is where you can house supporting materials or reports that are pertinent for the directors. 

3 Days Before

Now that the agenda is finalized, it’s time to share the board book along with a summary. These two items nail down the strategies and objectives of the board meeting. 

Day of Meeting

Write and finalize your one-page summary to the board. You could use a “Red/yellow/green” format, which gives your board a sense of urgency and context to the decisions being made.

During the Meeting

  • 12:50 p.m. (10 minutes before): Greet the board members as they arrive.
  • 1 p.m. – 30 minutes: CEO gives a one-page summary of the purpose and goal for the meeting, following the “Red/yellow/green” format. 
  • 1:30 p.m. – 30 minutes: CFO or management team gives a summary of functional and financial updates. Since your board book contains this information, this portion of the meeting should act as an opportunity to discuss the organization’s strategic initiatives and the company’s goals.
  • 2 p.m. – 1 hour: The CEO invites members of the management team to discuss one or two issues that are the focus of the meeting. After the discussion, the CEO frames the issue, presents recommendations, asks for board guidance. After a decision is made, non-executive staff should be excused. 
  • 3 p.m. – 30 minutes: The board should hold an executive session after the main meeting has concluded. Executive sessions should foster communication between members, offering feedback to the chief executive that may be inappropriate in front of staff and discussing sensitive information such as pending retirements. 

The Day After 

Distribute the minutes amongst the board, provide any follow-up materials requested, and hit the ground running on strategic initiatives and decisions made.

Frequently Asked Questions about How to Conduct a Board Meeting

Learning how to conduct a board meeting of course, requires practice, but there are a few things that can help you build a strong foundation for that experience. Robert’s Rules of Order is a good starting place to find the rules of running a board meeting. From there, a few steps are essential to not miss. 

What are the steps to conduct a board meeting?

Board meeting rules can differ in execution depending on whether you have a nonprofit board or a corporate board. The general rules of conduct for both usually follow Robert’s Rules of Order. 

Robert’s Rules of Order help govern parliamentary proceedings and serve as a general outline for board meetings. The typical structure follows a path of: 

  • Reviewing meeting minutes 
  • Summarizing any necessary reports/committee findings 
  • Time-sensitive material 
  • Unfinished business from previous meetings 
  • Other meeting agenda items 
  • New business 

These are all critical steps to conducting a board meeting. Several board meeting rules fall under parliamentary proceedings to maintain order. The most basic is the equal rights of board members and that they must only speak when recognized by the chair. Robert’s Rules also guarantee open discussion and a clear statement of voting items, to name a few attributes. Robert’s Rules also define board language such as “motion” and “second.”  

What to say to open a board meeting

To open a board meeting:

  1. Start by calling the meeting to order.
  2. State the date, time, and intent of the meeting in your opening.
  3. Take a moment to welcome new members. Once any new members are acknowledged, it’s time to call roll.

Taking a roll call is important because without it, you cannot officially establish a quorum, even though you might have already received more than enough waivers of notice to know whether a quorum is reached or not. 

What to discuss at a board meeting

Three key items should be discussed at every board meeting to help it run smoothly. 

  1. Performance. Addressing organizational performance should be a relatively quick portion of the board meeting, and it can set the stage for upcoming goals. 
  2. Strategy. Developing future strategies will likely be the bulk of a board meeting. This is an opportunity to receive guidance and critique from board members. 
  3. KPIs. Make sure to measure and track your key performance indicators (KPIs). These will be important when sharing organizational progress with other entities. 

How Board Meeting Software Can Help You Conduct an Effective Meeting

There are many moving pieces to consider while learning how to lead an effective board meeting. Your greatest asset is to identify a board meeting software that fits your organization’s needs. When assessing platforms look for ones that can:

  • Help directors communicate clearly 
  • Keep track of your minutes in real-time
  • Assign action items
  • Track project progress
  • House committee reports and resources 

Board meeting software solutions like OnBoard might be the best fit for an organization with ambitious growth goals and the need to organize in one accessible location. 

Schedule a demonstration today to see how OnBoard can change your board meetings for the better. 

About The Author

Adam Wire
Adam Wire
Adam Wire is a Content Marketing Manager at OnBoard who joined the company in 2021. A Ball State University graduate, Adam worked in various content marketing roles at Angi, USA Football, and Adult & Child Health following a 12-year career in newspapers. His favorite part of the job is problem-solving and helping teammates achieve their goals. He lives in Indianapolis with his wife and two dogs. He’s an avid sports fan and foodie who also enjoys lawn and yard work and running.