Running a good board meeting

This guide is for board chairs, secretaries and founders who have to run board meetings and want them to be short, fair and legally sound. If you're still learning what the board is for, start with what a charity board does. After reading this one, you'll know where your meeting rules come from, how to build an agenda, how votes work in plain words, and which decisions belong on the board's calendar every year.

Your rules come from two places

How much notice you give, how many people must attend and whether you can meet by video are not matters of taste. They come from two places:

1. Your state's nonprofit corporation law. Every state has one. It sets default rules and limits on what your bylaws can change. Search your state legislature's website for "nonprofit corporation act" or "not-for-profit corporation law" and look for sections called "quorum," "notice of meetings," "action without a meeting" and "participation by communications equipment."
2. Your bylaws. Bylaws are your charity's own rulebook, adopted by the board. They usually fill in the details the state leaves open. If you don't have bylaws yet, see our bylaws template.

Where the two disagree, state law usually wins. Keep a copy of both where the chair and secretary can find them, and reread the meetings section once a year.

An example: New York

New York's Not-for-Profit Corporation Law shows how these rules work. It's one state's law, so check your own.

• Quorum. A quorum is the smallest number of directors who must be present for the board to make decisions. Under section 707, the default is a majority of the entire board. The certificate of incorporation or bylaws can set a lower number, but for a board of 15 or fewer it can't be less than one-third of the board.
• Votes. Under section 708, once a quorum is present, a majority of the directors present at the time of the vote decides, unless the law says otherwise.
• Notice. Under section 711, unless the bylaws say otherwise, regular meetings at a time and place set by the bylaws or the board can be held without notice, but special meetings need notice to the directors. A director can waive notice in writing or by email, and a director who attends without objecting to the lack of notice has waived it too.

Your state may set different numbers. That's why the first step is always to look.

Before the meeting

A good meeting is mostly prepared in advance. The chair and secretary (or the founder, in a very small charity) should:

• Send notice the way your bylaws require, with the date, time, place or video link.
• Send the agenda and papers together, early enough for people to read them. Papers usually include last meeting's draft minutes, a financial report and any proposal the board will vote on.
• Write each proposal so it's clear what the board is being asked to approve.
• Check how many people are coming, so you know you'll have a quorum.

A good agenda

Put the decisions that matter most near the top, while people are fresh. Give each item a rough time, so the meeting ends when promised.

The consent agenda

A consent agenda groups routine items that need approval but no discussion, such as last meeting's minutes, committee reports already sent out, or a renewal of a standing contract. The board approves them all with one vote. If any director wants to discuss an item, it comes off the consent agenda and goes on the regular agenda. That one rule keeps the shortcut honest.

Motions and votes in plain words

You don't need to master parliamentary procedure. Most small boards need only this:

1. A motion is a proposal for the board to act. A director says, for example, "I move that we approve the budget as sent out."
2. Many boards have another director second it, which just shows at least two people want to discuss it. Check whether your bylaws or chosen rules require a second.
3. Discussion. The chair makes sure everyone who wants to speak gets a turn, and that the quiet members are asked.
4. The vote. The chair asks who is in favor, who is opposed, and who abstains (chooses not to vote). The chair announces the result.
5. The record. The secretary writes down the exact motion and the result. If a director asks for their "no" vote to be recorded, write their name.

If your bylaws don't allow proxy voting (sending someone else to vote for you), don't use it. Our bylaws template rules it out.

Conflicts of interest at the meeting

A conflict of interest is when a director, or someone close to them, could benefit personally from a board decision. Ask at the start of every meeting whether anyone has one for any agenda item.

The IRS sample conflict of interest policy, in the Form 1023 instructions, describes the steps. The interested person may present information, then leaves the meeting while the board discusses and votes. The remaining, disinterested directors decide by majority vote whether the deal is fair and in the charity's best interest. The minutes record who disclosed the interest, what it was, who was present for the discussion and vote, and the result. Our conflict of interest policy template follows the same pattern.

Executive session

An executive session is part of a meeting where the directors meet alone, without staff or guests. Use it for the chief executive's performance review and pay, for sensitive staff or legal matters, and for a regular check that the board is getting what it needs. Making it a routine item on every agenda means nobody reads anything into it. Any decision made in executive session still goes in the minutes, even if the discussion is summarized briefly.

Remote meetings and acting without a meeting

Many boards now meet by video. Whether that counts as a proper meeting depends on your state law and bylaws.

New York's section 708 is a common model. Unless the certificate of incorporation or bylaws restrict it, directors may take part by conference call, similar communications equipment or video, and that counts as being present, as long as everyone can hear each other at the same time and each director can take part in all matters, including proposing, objecting to and voting on actions.

The same section allows action by written consent: the board can act without meeting at all if every director consents in writing or by email, and the consents are filed with the minutes. Note the word every. In New York, an email vote where most directors reply "yes" and one doesn't reply is not a valid board action. Check your own state; the rule may be different.

If your state or bylaws don't clearly allow video meetings or email votes, ask a lawyer before relying on them, and fix your bylaws at the next chance.

Minutes

Minutes are the official record of what the board decided. They are not a transcript. Record who attended, whether a quorum was present, each motion and its result, conflicts disclosed and how they were handled, and action items. Our board minutes template shows the format.

Timing matters. Form 990 Part VI lines 8a and 8b ask whether board and committee meetings were documented at the time. The IRS instructions count documentation as made at the time if it's done by the later of the next meeting or 60 days after the meeting or written action.

The board's year

Some decisions come around every year. Put them on a calendar so nothing slips. Match the months to your fiscal year (the 12-month period your books cover).

Reviewing the Form 990

The Form 990 is the yearly information return many charities file with the IRS. It is public. Part VI line 11a asks whether a complete copy of the final return, with all required schedules, went to every voting board member before it was filed. The instructions say that only telling directors a copy is available on request means answering "No." Emailing every voting director a link to a password-protected site where the whole return can be viewed counts, if the email says it's there for review. Line 11b asks you to describe how the return was reviewed.

Many small charities file the shorter Form 990-EZ or 990-N instead. Sharing the return with the board before it's filed is still good practice, and it catches mistakes.

Board meeting checklist

• Read the meetings section of your bylaws and your state's nonprofit law
• Send notice, the agenda and papers as your bylaws require
• Confirm a quorum before any vote
• Ask about conflicts of interest at the start
• Use a consent agenda for routine items
• Record every motion and its result in the minutes
• Approve the minutes at the next meeting
• Put the budget, Form 990 review and annual meeting on the calendar

If you'd like an experienced board chair to look over your agenda or bylaws, ask a member charity for help through the Exchange. For finding new directors, see recruiting and onboarding board members.