Board of Directors Meeting Rules

Written by shea laverty Google
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Board of Directors Meeting Rules
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When the board of directors for an organisation meet, be it a for-profit corporation or a non-profit organisation, the meeting follows a strict set of rules. These rules are designed to give the meetings structure, and streamline important business through set procedures. While the individual nuances of each rule structure varies with each individual organisation, the rules for conducting a board meeting are generally the same, and conform with the entity's bylaws.

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The foundation for a board's rules regarding meetings are written down in an agenda. The agenda is a formalised plan of what topics are to be addressed during the meeting, the time allotted for each topic and appropriate actions that can be taken during each meeting segment. Adherence to this agenda helps ensure a productive, orderly meeting.


It's important for a board to have an experienced leader. The chairman of the board is typically an experienced, senior member of the board, and should be well versed in parliamentary procedures. Some boards alternate who is chairing, or simply let the most senior member officiate. However, it is best that a chairman be appointed to always lead the meetings, and that they be experienced in running board meetings and capable of commanding the attention of the board.


One of the principle rules in a board meeting relates to the taking of minutes. The minutes of the board meetings are a written record of the meetings themselves, a hard copy of everything said and all business discussed. These minutes are important not only for future meetings, when accurate information from previous meetings might be necessary, but also to establish corporate accountability. With a written record of all board business, there is little deniability for corporate malfeasance.


When the time comes to make a decision, it is typically carried out by a motion. A member makes a proposal, or motion, and the other members of the board vote. If it garners enough votes, the motion passes and is entered into the minutes for future implementation. If not, it is still entered into the minutes as old business. In the event that all members aren't in attendance, the quorum, or minimum number of attending members to proceed with business, may still vote on motions and resolutions. The only exception is if the minimum number of members required by the quorum are not in attendance.

Majority Rule

All major decisions by the board must be approved by at least a majority of board members. In some boards, the vote must be unanimous, or unanimous with dissenters abstaining. In this way, the board can't be dominated by a single member, but rather is a collective effort, with the individual rights of the members protected.


All board members are required to behave in an professional, businesslike manner when conducting a meeting. This means saving all comments or discussions, including dissenting opinions or concerns, for their appropriate times. It also means accepting board decisions with grace, even if there is disagreement with the decision being made.

Personal Appearance

While some boards maintain fairly informal standards regarding dress, boards in larger organisations typically employ strict dress codes. These range from business-casual wear to full business-formal ware, depending on the individual boards. Sometimes, these guidelines extend to personal grooming as well, although typically they are wardrobe specific.

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