While your nonprofit’s staff and/or volunteers work to keep its programs running smoothly on the ground, nonprofit boards spend more time on big-picture items like ensuring the nonprofit’s programs are in line with the overall organizational goal or creating a strategic plan. Official decisions and developments for the organization occur in board meetings, which nonprofits usually hold on a monthly or quarterly basis to guide the organization’s efforts at every stage.
Nonprofit board meetings can look different depending on the organization, but here’s a high-level view for new nonprofits about what holding an effective board meeting entails.
Before Your First Board Meeting
Before your first official board meeting as an organization, you’ll want to make sure you’ve done your research and discussed (or completed) a these important items:
Your nonprofit’s mission, programs, and funding. By your first official board meeting, make sure you’ve finalized the fundamentals of your nonprofit’s purpose. You’ll also want to have an actionable plan for how your organization will carry out its mission. For a checklist of the important details you’ll want to have nailed down, check out our article seven questions to know if you are ready to start a nonprofit.
Your nonprofit’s approved articles of incorporation. A nonprofit’s articles of incorporation is the document that brings your nonprofit from an idea to an existing, recognized entity in your state. You’ll want to have this document completed and approved by your secretary of state prior to your first board meeting. This is because at your first official meeting, you will vote to approve them as a board. Since your articles of incorporation also finalizes your nonprofit’s name, you’ll want to have this decided at this time.
Your nonprofit’s bylaws. Nonprofit organizations are governed by an official set of rules called bylaws. Nonprofit bylaws outline any state requirements for the nonprofit, as well as how the organization (and by extension, the board who runs it) will operate on a high level. For example, your bylaws will determine how directors are elected, how board members can be removed, how many board members are required to attend to conduct an official meeting (quorum), etc. Bylaws are adopted when the nonprofit is established, and they act as the pillar that upholds the organization—every nonprofit must adhere to their unique bylaws. During your first board meeting, you’ll vote to approve them like you did with your articles of incorporation.
Your nonprofit’s directors. Have a conversation about which people in your initial board of directors will be responsible for which roles, also known as “offices.” Many boards start with three common offices: board chair/president, secretary, and treasurer. On the state-level, every state requires board officers, but many organizations find that their state has other unique requirements in this area. For example, in some states, one person is allowed to be both the treasurer and the secretary, whereas other states require each role to be held by a different person. Always play it safe and double check, and be ready to vote on each person’s roles and terms officially at your first board meeting.
Your nonprofit’s conflict of interest policy. Especially if your nonprofit wants to apply for 501c3 status, your organization will need a conflict of interest policy. A conflict of interest is when an individual’s duty to serve the nonprofit’s charitable mission is in conflict with their own interests. In short, this policy will “help ensure that when actual or potential conflicts of interest arise, the organization has a process in place under which the affected individual will advise the governing body about all the relevant facts concerning the situation,” according to the IRS. It also outlines a procedure for how individuals who have a conflict of interest will be excused from voting when a conflict arises. You’ll also vote to adopt this policy at your first board meeting.
Your nonprofit’s appointed person(s) to open the organization’s bank accounts. During your first board meeting, you’ll decide who to authorize to open the appropriate bank accounts for the organization, since your nonprofit’s assets should not be stored in a personal bank account.
Your nonprofit’s appointed person(s) to prepare IRS forms. If your nonprofit intends to be tax-exempt with the IRS, you’ll need to appoint those responsible for filing the appropriate forms and documents to do so. If you’re looking to get 501c3 status, you’ll either be filing the full form 1023 or the 1023-EZ. Get a bird’s-eye view of the process in our article everything you need to know about starting a nonprofit!
Lastly, before your first board meeting, you’ll want to prepare your board’s agenda. It’s best to send the agenda to your board a month before the meeting, with all materials needed in a board packet. For your first meeting, your board packet may include the corporate documents listed above, an agenda for the order of votes taking place, and the date, time and location. (Quick tip—make sure your bylaws permit official board meetings to be conducted via Zoom if needed!)
During Your First Board Meeting
Once you’ve welcomed your board and shared any opening statements, take a roll call to ensure each board member is present for a quorum. A quorum is the number of board members that must be in attendance to conduct official business (such as voting on decisions) as opposed to an informal discussion. You’ll want to identify a temporary board chair and secretary to facilitate and take notes during your meeting.
The narrative record of what happens during a board meeting is also referred to as minutes. Minutes should be documented and archived (often using a digital solution like Google Drive or Dropbox) so that you can look back at the contents of previous meetings. This is especially helpful for when board conflicts arise so that you have a record of what was decided in past meetings.
When taking minutes, it’s good practice to make sure the notes:
- Record who is present and who is responsible for action items
- Specify what decisions and votes are made
- Stay brief and objective (avoid personal observations and adjectives)
- Are signed by the person who took the minutes to confirm they are accurate
Next, you’ll initiate motions to vote on each of the items listed above, starting with adoption of your articles of incorporation and bylaws as part of your official record. A motion looks like this:
“I move that (one of your board members) be appointed as our temporary chair for this initial board meeting.”
This motion requires someone else to respond with a “second,” after which the conversation about the motion can begin. Following conversation about the motion, whatever topic it may be, a vote would follow. In this example, the vote would be for the temporary chair.
You’ll then begin motions to appoint your officers and those responsible for opening a bank account and apply for tax exemption and other filings. You will later draft a document called your organizational actions that outlines and confirms each approval.
Our startup services include organizational actions because it is a step in the process necessary when filing for 501c3 status, so let us know if you’re interested in having an attorney draft this document (or any of the documents above!)
Before adjourning your first board meeting, we also recommend identifying the next dates and times your board will meet. Many states require boards to meet annually, but especially for your first year of operation, you’ll want to meet more frequently. You may also consider doing a quick recap of your minutes at the end of the meeting to make sure nothing was overlooked.
Best Practices for Nonprofit Board Meetings
As a nonprofit grows and changes, so should the role of its board. While the basic legal responsibilities of a nonprofit’s board should always be reviewed to avoid liability, throughout the lifecycle of a successful nonprofit, the role of the board does shift as the organization grows.
Keeping this in mind, a board meeting should almost always involve strategic planning for the wellbeing of the nonprofit. Whether this is in day-to-day programming as the nonprofit starts out (or if the organization is small) or in big-picture decisions, here is what a usual board agenda might look like:
- Relevant updates about the organization, such as progress on new projects or problems the organization is facing. Good news and milestones are also important!
- A review of the nonprofit’s budget and/or plans for any upcoming expenses that would require board approval
- Strategic, mission-focused discussions, and any related action items
- Any new business, such as an upcoming hire or program opportunities, as well as dates for upcoming meetings
It’s easy for board meetings to go off-track, feel like a newsletter of updates, or become nothing more than a social club if you’re not intentional about your agenda and the items within. Most boards operate on a volunteer basis, so do be mindful of everyone’s time and make each item truly relevant for discussion.
Here are some final tips as you set out to be a board meeting pro:
- Remind board members of the organization’s mission in a meaningful way, whether that’s keeping the mission statement on the agenda, opening with an encouraging story about the nonprofit’s programs, or including visuals of the demographic you serve in the meeting materials. In our own board meetings, we feature 1-2 of our nonprofit clients who are doing incredible work and share how we helped them meet their goals!
- Build it into your organization’s board member onboarding and culture to ensure they have a firm grasp of their roles, responsibilities and obligations. This is one of the best ways to avoid and resolve board conflict or other board challenges.
- Express gratitude to your board for volunteering their time, whether that’s by acknowledging their service at the beginning and end of the meetings, providing refreshments, or sending handwritten thank you messages (or better yet, all of the above).
Leading a thriving nonprofit organization can be so rewarding, but we know it isn’t easy. That’s why we’re committed to providing these free resources so you can continue focusing on your mission. However, if you find yourself in need of legal advice specific to your organization’s needs (but don’t want to spend the funds to hire an in-house attorney), we’re here to help. Reach out for a consultation about retaining a Charitable Allies attorney today.