Regular board meetings should be scheduled, and notice provided in accordance with your nonprofit’s Articles of Incorporation (Articles) or bylaws. Under the Washington Nonprofit Corporation Act, membership corporations are required to hold at least one member meeting per fiscal year. Unless the Articles or bylaws provide otherwise, a nonprofit’s board meeting plans need to clearly outline whether board members can participate remotely, in person, or both. A board may conduct meetings using one or more means of remote communication (such as Zoom or other conference call software) through which all board members may simultaneously participate with each other during the meeting. Also, the timing of urgent matters including new opportunities may not align with your scheduled board meetings, so the board should have procedures set for calling a special meeting if needed.
To allow the work of the board to progress, board members need to understand the importance of having a quorum at every meeting. Your board bylaws should outline the number of board members needed for a quorum, voting requirements, and expectations for adjourning and rescheduling when a quorum is not present. If not included in the nonprofit’s bylaws, a quorum is a majority of the board members in office before a meeting starts. Bylaws can provide for a higher quorum requirement, like consensus-based decision-making, but the bylaws cannot allow for a quorum of fewer than one-third of the number of members on the board. Also, a quorum shall not be present at any time during a meeting unless a majority of the members present are at least 18 years of age. (Additional information is available on the Washington Nonprofit Corporation Act – Board Quorum and Voting Requirements page, RCW 24.03A.565.)
Ideally, every board member participates in meetings. Strong board culture recognizes and values the experiences, perspectives, and contributions of each board member, producing meeting spaces where board members feel respected and heard. To get the most out of your board’s valuable meeting time, there are actions to take before, during, and after board meetings.
Preparing for board meetings
An important action in preparing for meetings is discussing meeting agendas, structure, and support materials as tools for the board’s work. Each board’s meeting space will look and feel differently based on the board’s culture and organizational values. The board should identify a meeting format and content that facilitates decision-making, learning, and meaningful board experiences for all board members. Another item to address in preparing for meetings is to collaboratively create your board’s meeting norms. To help ensure shared understanding, revisiting the meeting norms or expectations occasionally, especially when new board members begin their service, is a good idea.
In crafting a meeting agenda, the board may use a “consent agenda” to expedite routine items like meeting minutes, financials, or committee reports, which saves time during meetings for more strategic discussions. Consent agenda items are typically things discussed at every meeting and are likely non-controversial. If your board uses a consent agenda, make sure all board members understand the consent agenda process including how to deal with any requests to move an item off the consent agenda for further discussion.
Board members need access to materials like the agenda, financial statements (e.g., the balance sheet and income statement), and other support documents in advance of the meeting. Materials should be provided with sufficient time so board members can prepare to engage meaningfully in conversation and make informed decisions at meetings. Talk as a board to determine when you ideally want materials prepared, and then work with the individuals who prepare the materials to find a process and timing that works for everyone. Whatever your board decides, board members need to know when materials will be available and how to access the materials.
To get the most out of your board’s valuable meeting time, there are actions to take before, during, and after board meetings. An important action in preparing for meetings is shaping the agenda.
Think about your board’s most recent meeting agendas as you respond to the following questions.
- Do the agendas reflect the conversations the board needs to have at this time or stage of organizational development?
- How do the agendas balance discussion around the nonprofit’s past, present, and future?
- Do the agendas have a mix of oversight items, strategic work, and bigger picture connection to cause conversations?
- At meetings as the board moves through agendas, is the board checking tasks off or taking action towards meeting specific goals?
Holding board meetings
Whether your board meetings are in-person or held online, think about when in the day you are holding the meeting and consider providing space for board members to transition from one portion of their day to the next portion – your nonprofit’s board meeting. Setting timeframes for each agenda item can serve as a helpful guide during meetings, and maintaining flexibility is also important. Allow space for discussion and adjust as needed. If you feel the need to adjust the agenda during a meeting, check in with board members to make certain priority agenda items are covered and people’s time is respected. If an item comes up that is truly off-topic, have a process to note the topic, identify a future date for discussion, and hold the board accountable for following up.
Board members, especially officers, and any staff in attendance should have clear roles and an understanding of what is expected. A great way to engage board members in meetings is to rotate the committee or individuals who lead portions of the agenda, facilitate discussions, or organize activities. You may even invite board members to share counterpoints or ideas of opposition during a discussion to help identify potential challenges or opportunities the board might not otherwise uncover.
Everyone takes in information differently. During board meetings, be sure to provide breaks and thoughtful pauses that allow board members to process the information discussed, ask follow-up questions, and prepare to make decisions in the organization’s best interest. Observe during your meetings who is participating the most and the least as well as who may be dominating conversations. Consider why you may be observing these dynamics in your meetings and have discussions to gain clarity on the desired meeting environment you aim to achieve.
Lastly, under the Washington Nonprofit Corporation Act, nonprofits need to keep permanently a copy of the following records:
- Minutes of all board meetings
- A record of all actions taken by the board by unanimous written consent
- A record of all actions taken on behalf of the nonprofit by a board committee
As you wrap up board meetings, confirm that any action items have a board member or committee assigned to take the lead on moving the work forward between the meetings. In preparation for future meetings, your board may choose to create a “check-out” process at the end of each meeting to provide an opportunity to see how people are feeling, recognize strengths, and identify areas of improvement.
A written vote by email or other written record can only happen if there is 100% participation of all non-conflicted board members, and every board member affirmatively agrees to the proposed action (RCW 24.03A.570).
Following up after board meetings
During board meetings many perspectives may be shared and discussed. After meetings, the board needs to communicate with a unified voice around decisions made and actions taken, which is especially true in times of crisis. The board should think through how big decisions are communicated to those who are affected and the larger community, if needed. Frequently additional work emerges from meetings and setting an approach for tracking progress between meetings will support the board’s overall efforts. An organizational dashboard that tracks key metrics (3 – 5 depending on your nonprofit’s size) can help the board assess progress made. Select your organization’s measures, indicators, and goals, then set time increments to record information and assess progress.
In addition to regularly tracking progress, the board should establish an annual evaluation process to look at the board’s overall effectiveness (more information is available in Chapter 3. Composition & Development). Specific to board meetings, the board should assess and discuss whether the level of board member contact is adequate to steward the organization. Think about board contact in terms of attendance and meeting frequency.
You hope every board member can attend every board meeting, and this is not always possible. For board members who may miss a meeting, having a structure in place (outside of the minutes) to convey meeting updates and details is a good idea. For example, pairing board members up as “board buddies” provides each person someone to connect with for updates if a meeting is missed or if additional clarification is needed on something.