How the Chairman of the Board Should Run a Board Meeting

Nicholas J Price
If you've been to enough board meetings, there's probably a few that stick out in your mind for various reasons. Memorable meetings may either be due to a poorly run meeting or one that the board chair ran exceptionally well. Corporate board members usually sit on more than one board. Nearly all of them have jam-packed schedules, so they expect board meetings to be timely, informational and productive.

Qualities and Attributes of an Effective Board Chair

Board chairpersons need to have essential knowledge and understanding of good corporate governance principles. Board chairs typically maintain a special relationship with the CEO, giving them advice, counsel and support. To be effective, they need to have experience and knowledge of the organization's industry. Besides the required governance and industry knowledge, board chairs must have the social skills and organizational skills to run a board meeting efficiently and effectively.

People who chair board meetings must deal with many different personality types. Openness and humility are a couple of important attributes that board chairpersons need. These attributes will help them hear all sides of arguments, allowing opinions to come forth naturally and respectfully, and creating a collaborative environment.

The board chair needs to be decisive and authoritative in tone and body language, keeping the meeting in control, without being overarching or overly demanding. A skilled board chair sums up the ideas of board directors as they voice their ideas and concerns to support the director and clarify their perspectives.

Running the Board Meeting

Without exception, board meetings of all kinds operate according to parliamentary procedure, which is commonly known as Robert's Rules. The board chair should have good familiarity with the basic rules of parliamentary procedure and know how to look up rules for unusual situations.

Calling the Meeting to Order

The first rule of order is to establish a quorum, which is defined in the bylaws. Otherwise, a quorum is a majority vote. The board chair usually starts counting members as they arrive for the meeting. The board secretary notes a quorum or the absence of a quorum in the minutes.

The chair has a few options in the absence of a quorum:

  1. Fix the time to meet again, such as a later day when more members can attend.
  2. Adjourn the meeting.
  3. Call a recess ' halt the meeting temporarily until enough members return to the room.
  4. Round up enough members ' call them and see if you can get enough for a quorum.

Once the board chair establishes, or re-establishes, a quorum, the meeting gets called to order with the tap of the gavel.

Welcome and Opening Remarks

By welcoming board directors and guests, the board chair sets a respectful tone for the meeting. This is an appropriate time to make opening announcements, thank retiring members for their service, and offer reminders about silencing cell phones, the location of restrooms, etc.

Reading and Approving Minutes of Previous Board Meeting The corporate secretary will read the minutes if required by the bylaws. The chair will ask for any corrections to the minutes. If directors note corrections, the secretary will make them. When all agree on the minutes, the chair calls for a vote to approve them or approve them as amended. A motion gets seconded and a passing vote to approve completes the approval of the minutes. The secretary notes the approval in the minutes.

Treasurer's Report

Board directors look forward to reviewing the treasurer's report. The board chair may ask if there are any questions regarding it, but does not take a vote on it, unless it has been audited first. The treasurer's report is simply filed.

Officers' Reports

The secretary may read the officers' reports or allow directors to read them on their own. The board chair reads any matters that require action and calls for a motion and a second to start the voting.

Executive, Standing and Special Committee Reports

Executive, standing and special committees should have their reports in before the meeting, and the chair expects the directors to read them before the meeting. If recommendations come out of any of these committees, the board chair will present the motion, which does not require a second, and call for a vote.

Special Orders

The bylaws call for the board to take specific actions, such as nominations and elections, at certain times of the year. These actions are called special orders and should fall in line after committee reports.

Unfinished Business and General Orders

Unfinished business and general orders are revisiting an agenda item from the previous meeting that didn't get resolved and where the board chair moved the item to the current meeting. This gives the board a chance to open up discussion on it or move the item to a committee for further review. Some boards have gotten into the habit of calling it 'old business,' but the proper term is 'unfinished business.'

New Business

New business pertains to new items on the agenda. Any of the board directors may introduce a new item prior to the meeting with the approval of the board chair. The new item can then be discussed, amended if needed and put to a vote.


Unless the board chair has an urgent announcement, the board chair opens up the floor for general announcements of special interest to the membership.


When the chair determines that all business is finished, the board chair entertains a motion to adjourn. A motion to adjourn must be seconded and may not be debated or amended. A majority vote moves the meeting to adjournment.

Final Tips for Running Effective Meetings

Board chairs should always be mindful of board directors' busy schedules and make certain to start and end meetings on time. It's also prudent to ask the board secretary to test the audiovisual equipment before the meeting starts and make sure that it's working properly. Otherwise, a director could miss out on important information or a vote.

The board chair should be proficient at keeping order while allowing all directors to voice their opinions and keeping the boardroom respectful in spite of any dissenting opinions. Board meetings should be an environment in which collaborations and information sharing ensues in ways that lead directors to informative voting.
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Nicholas J. Price
Nicholas J. Price is a former Manager at Diligent. He has worked extensively in the governance space, particularly on the key governance technologies that can support leadership with the visibility, data and operating capabilities for more effective decision-making.