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Template · Governance

Board meeting agenda

A fill-in agenda for a regular board meeting: quorum, conflicts of interest, consent agenda, reports, decisions with motions and executive session.

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The Word file opens in Microsoft Word, Google Docs, Pages and LibreOffice. Reviewed October 21, 2026.

An agenda is the plan for a board meeting: what will be covered, in what order, and what the board is being asked to decide. A good agenda keeps meetings short and focused, and makes sure decisions are made properly and recorded. Send it, with any papers, to every board member several days before the meeting so people can read ahead.

Our guide to running board meetings explains how to chair the meeting itself. Use this agenda with the board minutes template: the minutes follow the same order.

How to use it

  • Follow your bylaws. Your bylaws set how much notice to give, how many members make a quorum, and how votes are taken. This template doesn't replace them.
  • Put decisions first. Schedule the items that need a vote early, while everyone is fresh and before anyone has to leave.
  • Write motions in advance. For each decision, draft the exact wording you'll vote on. It makes the vote clearer and the minutes easier.
  • Conflicts of interest. The IRS's sample conflict of interest policy (Appendix A of the Form 1023 instructions) says an interested person must disclose the interest, and then leave the meeting while the board discusses and votes on whether a conflict exists and on the transaction itself. Asking for disclosures near the start of every meeting makes this a habit. Follow your own policy.
  • Record it. The Form 990 asks whether the board documented every meeting at the time, which the IRS defines as by the later of the next meeting or 60 days after the meeting. Approving the minutes of the last meeting at the next meeting is the IRS's own example of how to do this.
  • Consent agenda. Group routine items that need no discussion, like approving last meeting's minutes and accepting written reports, into one vote. Any board member can ask to move an item out for discussion.
  • Executive session is a part of the meeting where only board members stay, without staff or guests, for sensitive matters such as the executive director's review or a legal issue. Record decisions made there in the minutes, without the private discussion.
  • Delete any section you don't need.

Preview

[ORGANIZATION NAME]: Board of Directors meeting

Date: [DATE]

Time: [START TIME] to [END TIME]

Place: [ADDRESS, OR VIDEO LINK AND DIAL-IN NUMBER]

Papers sent on: [DATE]

1. Call to order and quorum ([MINUTES] minutes)

  • Chair calls the meeting to order at [TIME].
  • Secretary records who is present, absent and attending as a guest.
  • Chair confirms a quorum is present: [NUMBER] of [NUMBER] directors. [QUORUM REQUIRED BY OUR BYLAWS: NUMBER.]

2. Conflicts of interest ([MINUTES] minutes)

  • Chair asks: "Does anyone have a financial interest or other conflict in any item on today's agenda?"
  • Disclosures: [NAME, ITEM, NATURE OF INTEREST, OR "NONE"]
  • Note for the minutes: any director with a conflict leaves the room for the discussion and vote on that item, as our conflict of interest policy requires.

One vote approves all of these items unless a director asks to discuss one separately.

  • Minutes of the meeting held on [DATE]
  • [WRITTEN REPORT, FOR EXAMPLE THE EXECUTIVE DIRECTOR'S REPORT]
  • [WRITTEN REPORT, FOR EXAMPLE A COMMITTEE REPORT]
  • [ROUTINE ITEM]

Motion: "To approve the consent agenda as presented." Moved by [NAME]. Seconded by [NAME]. Vote: [FOR / AGAINST / ABSTAINED].

4. Decisions ([MINUTES] minutes)

4.1 [DECISION TITLE]

  • Background: [ONE OR TWO SENTENCES, AND THE PAPER IT REFERS TO]
  • Presented by: [NAME]
  • Motion: "[EXACT WORDING, FOR EXAMPLE: TO APPROVE THE BUDGET FOR THE YEAR STARTING [DATE] AS PRESENTED.]"
  • Moved by [NAME]. Seconded by [NAME]. Vote: [FOR / AGAINST / ABSTAINED].

4.2 [DECISION TITLE]

  • Background: [ONE OR TWO SENTENCES]
  • Presented by: [NAME]
  • Motion: "[EXACT WORDING]"
  • Moved by [NAME]. Seconded by [NAME]. Vote: [FOR / AGAINST / ABSTAINED].

5. Reports and discussion ([MINUTES] minutes)

  • Treasurer's report: [CASH IN THE BANK, INCOME AND SPENDING AGAINST BUDGET, ANYTHING UNUSUAL]
  • Executive director or program report: [MAIN POINTS, OR "IN CONSENT AGENDA"]
  • Committee reports: [COMMITTEE NAME, MAIN POINTS]
  • Discussion topic: [A STRATEGIC QUESTION FOR THE BOARD, WITH NO VOTE NEEDED TODAY]

6. Executive session ([MINUTES] minutes, if needed)

  • Staff and guests leave. Present: [DIRECTOR NAMES]
  • Topic: [GENERAL DESCRIPTION, FOR EXAMPLE "PERSONNEL MATTER"]
  • Any decision: [MOTION AND VOTE, RECORDED IN THE MINUTES]

7. Next meeting and actions ([MINUTES] minutes)

  • Actions agreed today: [WHAT, WHO, BY WHEN]
  • Next meeting: [DATE, TIME, PLACE]
  • Items for next time: [TOPICS]

8. Adjournment

  • Chair adjourns the meeting at [TIME].

General information. Not legal, tax or financial advice. Rules change and every situation is different, so check the official sources and talk to a qualified professional before you act. More about this.

Keep going

Sources

Checked on October 21, 2026. Rules and fees change, so follow the links for the current version.

  1. IRS: Instructions for Form 990, Part VI (documenting governing body meetings)
  2. IRS: Instructions for Form 1023, Appendix A, sample conflict of interest policy

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