Quick Checklist for Running a Board of Directors Meeting
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Board meetings may not occur often in your company, but here are some important keys to running a proper Board of Directors meeting.
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Board meetings may not occur often in your company, but here are some important keys to running a proper Board of Directors meeting.
- Issue a notice of the meeting to all required participants, including the venue, times, and a brief agenda.
- Make sure a system is in place for the members to confirm their attendance in advance.
- The chairman should compile and circulate a more detailed agenda at the meeting, and lead with a brief summary of what will be covered.
- Additions to the agenda should rarely be considered. This is because of the nature of time. If crucial legal matters or other things end up not being covered due to time, the board could be in violation of its responsibilities.
- At the beginning, assure that there is a quorum present. It’s not an official board meeting without a quorum. You can make any decision you want with less than a quorum, but you should realize that it will not be binding.
- Make sure you know what decisions will require the vote of the shareholders, and not just the members of the board. The major decisions usually requiring full shareholder involvement include but are not limited to 1. Any change or amendment to the articles of incorporation 2. Decisions to sell, lease or exchange any corporate assets 3. Decisions to fill vacancies on the board itself 4. Decisions to amend the bylaws 5. A decision to dissolve the corporation.
- Insure that all the proceedings of the meeting are recorded in written minutes by someone other than the chairman. Distribute the minutes within one week of the meeting, with a notice regarding the next scheduled meeting date and venue.
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