Board Meeting Procedures

The rules for board meetings determine how discussions are conducted and ultimately what decisions are made at the board meeting. These meetings are often conducted remotely, so it is crucial to have clear guidelines for board meetings in place to ensure all members are on same page.

First, send the agenda to all members. Include any relevant documents like an annual financial report for the company or projections. This will allow members to prepare for the meeting, and gives them the information they need to make an informed choice regarding any topic.

In the course of the meeting, members are encouraged to raise their hands prior to making remarks or asking questions. However, they must be mindful of time and avoid asking questions that have already been addressed in the board’s pack and wasting their time.

Any matters not included in the agenda can be discussed with the approval of the Chairman and a majority of Directors present at the meeting. Additionally, any resolution must be ratified through a vote of Directors present at the meeting. If there is a majority number of Directors, the Chairman is entitled to the casting vote.

A vote occurs following a statement from a member has been made and the chair has confirmed that there is a quorum within the room (usually a specific percentage, dependent on the laws of your state). The chairman announces the motion “dies because of the absence of a 2nd”. If a vote is required during the meeting, it is usually done by the chair who reiterates the motion and asks for affirmative votes first, then followed by negative votes before announcement of the results.

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