Full compliance with your corporation's bylaws means you must conduct board of directors meetings as those laws prescribe. Members do have control over actions the board takes at these gatherings, but they have much less say about how the meetings proceed. Minutes of the meetings, construed by courts as legal documents, are so significant that, as business consultant Carter McNamara puts it, "...if it's not in the minutes, it didn't happen."
- Skill level:
- Moderately Easy
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Find out what transpires at a typical board of directors meeting by reviewing a sample agenda at Management Help. Customize this agenda to fit your company's culture and purpose. (http://managementhelp.org/boards/minutes.htm)>
Appoint someone---usually the board secretary---to take minutes of the meeting. Minutes should contain information recommended by McNamara: company name, date and time of meeting, who called the meeting to order, attendees, the motions made, conflicts of interest that prevent an attendee from voting, abstentions from voting and the reasons given, when the meeting ended and who prepared the minutes.
Decide if a quorum---the least amount of members necessary to take action---is present. As the Chicago Lawyers' Committee for Civil Rights Under the Law Handbook suggests, check the bylaws to find out how many members are necessary for a quorum. In most corporations, a simple majority will do. For example, a board with ten members would have a quorum if six were present.
Have the board chairman call the meeting to order, as in the sample minutes from Management Help. The secretary should take attendance by calling out the names of board members who respond out loud if they are present.
Ask if board members reviewed minutes from the previous meeting and if changes are suggested. Then ask other members if they agree with the changes. Note agreement and disagreement.Then vote on whether the changes should be made. If the majority votes yes, announce that the changes will be made and circulated to all members for approval at the next meeting.
Ask committee chairs to report on events since the last meeting. Notice how the sample minutes McNamara refers to shows members describing meetings or events they have attended.
Vote on motions made by board members to accomplish a task. Examples of motions are hiring a consultant to write grants, approving checklists and financial statements, and even sending gifts to employees who are out sick.
Have board members report "new business", or upcoming events. Are they attending conferences other attendees should know about? Or, are they soliciting advice on a particular issue?
Adjourn the meeting and announce the time it was adjourned. Give the date, time and location of the next meeting. Specify whether the board will continue meeting in "executive" session where non-board members are not permitted.
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