The premise behind the design of a board agenda is to set up the meeting so that the board has time to conduct its routine business, and also allow time to address new business and urgent matters. Agendas are designed to be flexible. For example, a small start-up company may only need an hour or two for a board meeting, whereas large corporations may meet for one to three days. A well-developed agenda can accommodate small and large boards equally.
The agenda is the board chair’s best friend because the agenda prioritizes discussion items, limits the amount of time for discussion, and helps the board chair keep things on track and moving. Boards have much to accomplish in a short period of time.
When developing the agenda, it helps to think about the agenda items in terms of how the secretary records minutes of the meeting. The secretary records actions and decisions.
Developing the Agenda
The old agenda and the previous board minutes are the place to start when developing a new agenda. The board chair and the secretary consult with management about any follow-ups from the previous meeting and any new or emerging items for discussion. The board secretary also usually puts out a request to the rest of the board for any items they’d like the chair to consider adding to the agenda, along with their reasons for the request. It’s important to add a note of caution here. When a board chair repeatedly denies requests for agenda items from the same board member, it can hurt the dynamics of the board. Board chairs must be accountable and explain their reasoning when deciding not to add items to the agenda when requested by board members at-large.
After a consultation with the board chair, the secretary adds new items to unfinished items from the previous agenda. All items on the agenda should fall into one of two categories. They will either be information items or action items.
Information items are self-explanatory. They are intended to provide information to the board. Examples of information items are financial reports, executive summaries, committee reports, audit reports, and anything else of an informative nature.
Experienced secretaries know that there’s a little trick to wording agenda items to help streamline the agenda. Action items should be posed as questions. For example, let’s say that a board agreed to discuss the notion of limiting board directors to two consecutive terms. If the board secretary listed “term limits” as an agenda item, it doesn’t make it clear to the rest of the board members whether it’s an information item or an action item. By listing the item as “Should we limit board director terms to two consecutive terms?” the board members will come to the meeting prepared to discuss the item and whether they are in favor of it or against it, and support it with their reasons.
The Board Chair Uses the Agenda as a Tool for Managing Time
Posing agenda items as questions also aids the board chair. For action items that may require much discussion, the board chair may set some time limits before the discussion ensues. For example, the chair may allow 10 minutes for fact gathering, 15 minutes for discussion and 10 minutes to come to a consensus for decision-making. When the vote is taken on the item, it’s complete and the chair is ready to move on to the next item.
The board chair gets the challenging task of estimating the amount of time that each agenda item will take. Taking this step helps the board chair keep the meeting time within a reasonable limit. It also helps the board chair manage discussions that veer off track or get out of control.
At the onset of the meeting, the first topic should be to review and modify the agenda as needed. New or late-breaking developments can require a change to the agenda, so the board chair will want to ask the board if they accept the agenda as written, or if they need any additional items.
Final Agenda Review and Preparing for the Meeting
The secretary holds the responsibility for distributing a final copy of the agenda to all pertinent parties well in advance of the meeting. The board chair also needs to spend some time reviewing the final agenda and thinking through how much time to allocate to each portion of the agenda.
Now that you know all the tips and tricks for developing a productive agenda, here’s a template for what it looks like on paper:
The Standard Consulting Company, Inc.
123 Main St.
NOTICE OF DIRECTORS’ MEETING
A meeting of the Directors of The Standard Consulting Company, Inc. will be held at 1 p.m. on Monday, January 1, 2018, in the boardroom of the corporate office. RSVP to the board secretary at your earliest convenience.
- Welcome and call to order
- Approval of minutes
- Approval or revision of agenda
- CEO’s report
- CFO’s report
- Approval of financial statements
- Organizational reports or committee reports
- Decision items for board approval
- Executive hiring
- Executive compensation
- Major contracts
- Other business
- Announcements and reminders
- Date of next meeting
Note: This is a template that board chairs can easily modify at any juncture. A quarterly board agenda may look a bit different. It should reflect quarterly operations, quarterly financials and other quarterly operational reports to aid the board in its fiduciary duties.
Improving on the Board Agenda
Boards that struggle with developing their agendas or meetings that run way over the allotted time might consider ending their meetings with a Plus Delta evaluation. A Plus Delta is a process for boards to assess what they are doing well and where they need to make improvements. A Plus Delta evaluation frames questions from a positive perspective to incite collaboration and group problem-solving about how to streamline and improve board meetings. It’s usually a simple tool comprised of a few short questions, such as:
- Did you have enough time for discussion on each agenda item?
- Did you receive your board packet early enough to review it?
- Did the board chair allow discussion from many perspectives?
- Did the meeting flow smoothly from one item to another?
- Did the board chair manage the meeting time well?
A master meeting agenda template is an effective starting point to developing an agenda, but boards should always consider the agenda as a work-in-progress. The board secretary, in conjunction with the board chair, should continually be working to improve the flow of meetings.