How to Run a Board of Directors
A board of directors is run by the leadership of a corporation. In the case of a nonprofit corporation, this would be the president. In the case of a for-profit corporation, it would be the chairman of the board or an executive director. The bylaws of the corporation indicate the rules and guidelines for the meetings. Items such as the number of meetings required per year and needed number of voting members at the meetings are found in this document. Corporation business is decided at these meetings, so it is essential that there is a quorum assembled to vote on issues. The bylaws will explain how your corporation determines a quorum.
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Instructions
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Prepare for your role to run the meeting. Read the by bylaws of your corporation. All officers of the corporation should review these. Ordinarily, the president or chairman will conduct the meeting. However, if they are absent, the meeting will be conducted by the vice-president or senior executive. Call a meeting of the board notifying them as to the date, time and location. Determine what rules of order you will follow to conduct the meeting, unless it is specified in your bylaws. Prepare an agenda about the business to be covered.
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Conduct the meeting as the duly appointed officer or chair. Call the meeting to order. Distribute the agendas.Take the roll and determine if there is a quorum, as specified in the bylaws. Follow the items on the agenda. You may call for the treasurer's or financial director's report. You may call for any committee's report to keep the board abreast of all business activity. After these reports, move on to the new business at hand. Explain, or ask another member to clarify, a proposal that the board must approve or disapprove. Lead a discussion as to the benefit or harm to the corporation that the proposed item could cause. Take a vote among the board. Announce to the directors if the proposal has passed or not. Move on to the next proposal and follow the same procedure. Work through all the items on the agenda in the same way.
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At the end of the meeting, you are responsible for bringing the gathering to a close. Table any discussion or business that has come to an impasse or needs more time for a resolution. Declare the meeting to be over.
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Tips & Warnings
Have food and water available at the meetings.
Forcing a vote without proper discussion is a risky idea.
