Board Meetings Part 3

So far we have discussed what a board meeting is, who the participants are, what roles the participants take on and finally what topics are discussed in a typical board meeting. Today, we are going to look at board meeting protocol. How we as participants, are expected to behave as the meeting progresses. This will be helpful knowing how to tackle scenarios as they happen in the boardroom, for example, let us say you have a difference of opinion with another board member on how a particular matter should be handled. You have to understand that every member of the board possesses certain traits or insights about a sector that makes them unique to other professionals hence the need to appreciate their presence in a respectful manner.

What is Board Meeting Protocol?

 Picture you are in a meeting where everyone is talking at the top of their voice and you are trying to make sense of where the conversation is going. Suddenly, the chair stands up and tries to calm everyone down. Before the chair can say what is on their mind then a group of members starts chanting a song in a bid to have their plea heard. Imagine the chaos from such a situation. Nothing productive will result from this scenario. This is where board meetings protocols come in to save the day. Board meeting protocols refers to the official rules or procedures that govern the affairs of the boardroom. These rules will enable smooth flow of the meeting and ensure productivity. Some notable and common rules that need to be enforced by the chair include:

•     The Speaker must be recognized before speaking
•     Only one person speaks at a time
•    All comments are made through the chair
•     Comments are restricted to the current issue to avoid deviation
•      Discussion should alternate between pro and con arguments
•      No verbal attacks of other members
•     No cross conversations
•      Reading of lengthy papers is prohibited
•      All rules must be respected and obeyed

Now that we have a basic grasp of some rules, let us look at the protocols:

A) Robert’s Rules of Order

Also known as parliamentary law, Robert’s rules of order address almost every potential facet that can occur in a meeting. When these rules are applied, they help conduct meetings in a democratic, orderly and expeditious manner. When a board meeting is orderly it helps uphold the bylaws and the rights of board members. Let us break down the parts of parliamentary procedure in detail:

Motions

 A motion is a proposal put forward for debate or decision. When a motion is to be passed, six steps are applied to handle it:

1.             Member stands up, is recognized and makes a motion
2.          Another member seconds the motion
3.          Presiding officer restates the motion
4.         Members debate the motion
5.          Presiding officer asks for affirmative and negative votes
6.         Presiding officer announces the result of the voting

Point of Order

In the event that a member notices a violation of a rule, they can call out “Point of order”  without waiting for the chair to recognize the  member.  The chair will then listen to the complaint and then make a ruling on whether there was a violation or not.

Appealing Point of Order

When a member disagrees with the decision of the chair after calling out a point of order, then they can state “I appeal to the decision of the chair”. At this point the chair explains their ruling decision,  give a closing statement and opens up the decision to a vote. If a number of negative votes outweighs the affirmative, then the ruling is reversed otherwise it will be sustained.

Suspending the rules

 Consider a scenario where the board cannot perform a certain task because it is specifically prohibited by the bylaws. The workaround to this is called “suspending the rules” and the board will say “suspend the rule that prohibits…” in order to complete a certain task.

B) Bylaws and Standing Rules

Bylaws contain provisions that outline how a company is to conduct its affairs, how stocks are sold and transferred, how meetings are held and recorded, duties of the board and its members etc. Standing rules are similar to bylaws with their purpose being to offer further clarification of the bylaws.

C) Meeting Minutes

Minutes of the meeting are taken by the board secretary and follow the agenda. This document provides information into the board’s actions and decisions. The board Chair and the secretary sign the minutes to make them official.

D) Agenda

An agenda details the items for board discussion at each meeting.

E) Articles of Incorporation

This formal document outlines the basic rules of governance for a company listing its name,  principal address and a broad statement of its purpose. Other details such as name of initial incorporators and  information about number and types of shares can also be found.