There are procedural rules for running a board meeting, whether the meeting is held in person or virtually. Each meeting follows the same steps. You need to be familiar with these steps if you participate in a non-profit’s board meetings.
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Important! The information in this article only applies to incorporated non-profits created under Quebec law. To learn more about federally incorporated non-profits, check out our article Non-profits: Incorporate With the Quebec Government or the Federal Government? or Corporation Canada’s website. Note that the law allows Quebec non-profits to put different rules in their letters patent or by-laws in certain cases. If non-profits do this, the rules in these documents apply to it instead of the legal rules described in this article. |
Starting the meeting
To start the meeting, the board must first take care of a few formalities.
Checking quorum
The board must make sure there are enough directors present to be able to make decisions. This is called having quorum.
The non-profit’s by-laws can set quorum. If the by-laws don’t say anything, the board has quorum if the majority of directors are present at the meeting. Directors can be present physically or virtually. Directors can’t ask someone else to be present at the meeting on their behalf.
If the board has quorum, they can take care of other formalities. If not, the meeting can’t continue, and the board can’t make any decisions.
The board must continue to have quorum for the whole meeting.
Naming someone to chair the meeting
Once the board has confirmed that it has quorum, the meeting chair can take up their duties. The chairperson’s job is to run the meeting, which includes things like giving people a turn to speak and receiving motions.
The chairperson can be named in the non-profit’s by-laws. For example, the by-laws can say that the president is also the board meeting chairperson.
If the by-laws don’t say anything, the board must name someone to be chair at the beginning of each meeting.
Read and adopt the meeting agenda
Usually, someone prepares an agenda for the board meeting in advance. An agenda is a list of important topics that will be covered during the meeting. Normally, the president, the executive director, or the secretary prepares the agenda.
Here’s an example of an agenda:
- Opening the meeting
- Reading and adopting the agenda
- Reading and adopting the minutes from the last meeting
- President’s report
- Executive director’s report
- Finance committee’s report
- Miscellaneous
- Closing the meeting
The chairperson presents the meeting agenda to the board. Directors can propose changes to the agenda before the board adopts it.
Reading and adopting the minutes from the previous meeting
Before each board meeting, the minutes from the last meeting are sent to the directors.
Meeting minutes are the official record of what was discussed and decided during a board meeting. It’s not a word-for-word summary of everything that was said. Normally, the secretary prepares the meeting minutes.
The meeting chairperson presents the last meeting’s minutes to the board. Directors can propose changes to the minutes before the board adopts them.
Running the meeting
Once all these formalities have been taken care of, the board meeting can officially start. For the rest of the meeting, the board goes through the agenda and addresses each topic in the order that it’s listed.
Directors must make sure to avoid conflicts of interest. When a director has a conflict of interest, they must tell the board about it as soon as possible and avoid discussing the topic or voting on the decision.
Making a motion
During the meeting, a director can propose that the board make a decision, in the form of a motion. For example, “I move that we discuss …” or “Motion … to enter into a contract with …”.
Another director must second the motion before the board can discuss and vote on it. If no one seconds the motion, it’s normally dropped.
Directors can also move to modify a motion. This type of motion must also be seconded by another director before it can be discussed and put to a vote.
By introducing or seconding a motion, you are not necessarily giving your opinion on the matter. You are just stating that the topic should be discussed or voted upon. It’s a formality that is in place to give some order and structure to the meeting.
Discussing a motion to address a topic
When the agenda says that the board must make a decision, the board can discuss the decision before putting the matter to a vote. This discussion allows directors to better understand the issue and make an informed decision.
During this discussion, the meeting chairperson gives different directors a turn to speak. The chairperson can also intervene to keep the discussion orderly and respectful if necessary.
When the debate is over, the chairperson proposes that the topic be put to a vote.
Voting on a motion and adopting a resolution
Once the chairperson proposes that the topic be put to a vote, a director brings a motion to take a specific course of action. Another seconds this motion, and then the board votes.
Each director has one vote. The directors who made the motion and seconded it also vote. If a majority of the directors at the meeting vote in favour of a motion, the board adopts it as a resolution. The board must adopt resolutions to officially make decisions.
When voting, directors can’t put their own interests before the interests of the non-profit.
Did you know?
The board can adopt a resolution in writing without having to hold a meeting. But all directors, not just the majority of them, must sign the written resolution for it to be adopted this way.
Ending the meeting
Once all topics on the agenda have been addressed, the meeting chairperson can move to end the meeting. A director must second the motion to officially end the meeting.
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The different steps presented in this article are mainly based on a well-known book of rules called the Code Morin and other governance rules, like Robert’s Rules of Order. Thes rules are good resources to consult for more information on the subject. |