Board Meeting Chair Responsibilities

board meeting chair

A successful board meeting happens in large part because of exceptional leadership from the board chair. Being an effective chairperson encapsulates many different qualities.

In particular, the chairperson must be a good facilitator of discussion in order to help board members make the best decisions possible.

In order to facilitate those discussions in a fair and well-ordered way, the chairperson should have a working knowledge of Robert’s Rules of Order. They are expected to be able to guide the rest of the board members through the parliamentary protocol.

As the facilitator of boardroom discussion, it’s the responsibility of the chair to ensure that all of the agenda is covered and that the meeting isn’t derailed by spending too much time on any one topic. Additionally, they’re responsible for making sure that both sides of any debate receive equal speaking time to make their case.

The chair can also help directors form motions and provide clarity if an aspect of the parliamentary process becomes confusing. Primarily, however, it’s important that the board chair guides the boardroom through each stage of the meeting, which are:

Establishing a Quorum

A quorum is the number of people who must be present in order for business to be legally transacted. Each individual board should have by-laws that designate what the appropriate quorum is, but the board chair must recognize whether it has been met or not before proceeding with the meeting.

Calling the Meeting to Order

Once the quorum is met, the chair can call the meeting to order using a simple statement. For boardrooms that lean more heavily on Robert’s Rules, this call to order is typically seconded by another member of the board.

Adopting the Agenda

Before launching into the agenda, board members must first approve it. It’s the duty of the board chair to ask for any additions, amendments or deletions from other members.

Approving the Previous Minutes

Before discussion can officially begin, board members need to approve of the minutes from the previous meeting. These minutes might be read aloud by the board secretary, or they may have been sent to the directors prior to the meeting to give them time to review them on their own. The board chair calls for any amendments.

If there are none, the minutes can be approved with a simple motion. If there are amendments, the chair guides the boardroom through the appropriate parliamentary rules to make those changes. 

Addressing Old & New Business

This is the portion of the meeting in which the board chair will need to be at the top of their game. This is when the bulk of discussion occurs, and the chair must ensure that it happens in a fair manner with the use of Robert’s Rules.

This is when the various types of motions (main, subsidiary, incidental, and privileged) will come into play frequently. The chair will be expected to know the precedence that each of these kinds of motions takes over the others.

Adjourning the Meeting

Once the board has completed the agenda or the time set aside for the meeting has expired, the chair can move to adjourn the meeting. Depending on how heavily a boardroom leans on procedure, this motion to adjourn may need to be seconded, or it may stand as called by the board chair. Oftentimes, board members are reminded of the date of the next meeting at this time.

Think of the board chair as an air traffic controller. Just as they must oversee the schedule of arrivals and departures as well as their placement in the airport, so must a board chair ensure that the course of the meeting runs smoothly and in a timely order, so that every item of business can get to its gate, so to speak.

Posted in General Board Topics.