The workings of a Board can be a mystery to most outside the inner circle. So, we have written a brief explanation as to how a Board of Directors makes its decisions: from how an issue gets raised to how it gets resolved.
How Does an Issue Come to the Attention of the Board:
Any problem that reaches the Board level is of great importance. This will usually come to their attention through the Senior Leadership Team (SLT).
The issue will have made its way through the chain of command, with each level deeming it to be a bigger problem than they are qualified to resolve.
Having a clear chain of command and open communications between the Board and the SLT is key. In fact, the Executive Committee or the Chairperson should make sure they liaise with the Senior Leadership Team prior to any Board meeting.
Some organisations, especially not-for-profits and housing associations, may also have a public forum meeting prior to a Board meeting. A Member of the Board, preferably the Chairperson, should attend these forums to hear concerns and issues that will need to be tackled at the Board meeting.
How Is An Issue Discussed In A Board Meeting:
Firstly, most Board meetings follow an Agenda or a Board Pack, which means the issues are generally known before a Board meeting. However, some issues can arise for the first time within a Board meeting. Regardless of how an issue is raised, it is standard procedure across most Boards to follow the guidelines set out by Henry Martyn Robert, and hold a debate and a vote.
It is important that you feel comfortable discussing issues within your expertise and listening to others who are more knowledgeable in certain areas. Feel free to speak up! Your voice is valuable, and you should always follow your instincts. After all, it is your business or organisational instincts that landed you a seat on a Board.
The discussion will be centred around risk management, strategic planning and long-term resolution of the issue. A decision will be reached on what happens on the day-to-day in the meantime and a Director will be appointed to oversee any developments.
How Is An Issue Resolved In A Board Meeting:
A Board is a democratic institution: your voice and vote matters. However, a Board is only successful if it speaks with one voice. Once a decision is made, the Board Members must all fall in line.
According to Robert’s Rules, a majority for a Board’s decision must be 2/3rds consensus, but this will depend on your organisation’s governance or Board charter. Voting and debating must take place until there is a majority. If you need a refresher of our guide to the Roles and Responsibilities of each Board Member, please see our article.
What Are Robert’s Rules:
Robert's Rules of Order Newly Revised is a manual for parliamentary procedure in the United States published in 1876, which has since been adopted by organisations and Boards across the world. In his rules, Henry Martyn Robert establishes a 10-step process for any boardroom’s processes:
Step 1: Introduce The Business — An assembly is organised, the meeting commences.
Step 2: An Informal Discussion — It is important the Board knows which motions need to be debated and which just need to be put to a vote. The Chairperson should ensure this does not descend into a debate and use their own judgement to limit time in this process.
Step 3: Obtain The Floor — A Member must rise and address the Chairperson or President formally (Mister/Madam Chairman/woman or President) and request that they yield the floor. The Chairperson must recognise this as they see fit.
Step 4: Motions And Resolutions — After a Member has obtained the floor, they will “move to” make a proposal that the Board takes action or expresses a certain viewpoint. This is a motion. Alternatively, a Member “moves to” resolve a problem, this will usually be prefaced with the words “I move the adoption of the following resolution” or “I offer the following resolution”.
Step 5: Second A Motion — As a general rule, every motion should be seconded. This is when another Member says “I second the motion” without needing to be given the floor. This is to ensure that no time is wasted on an item that only has importance to one member. There are some exceptions to this, including if the Chairperson feels it is of utmost importance.
Step 6: State The Question — Now the motion has been put forward to the Board, it is in the hands of the Chairperson to state the question to the Board for debate.
Step 7: Debate — The debate must be limited to the immediate pending question. A Member may not speak more than twice on the same day about the same question.
Step 8: Secondary Motions — These are amendments or subsidiary motions that arise as a result of the question and must be treated as new pending questions and debated as well.
Step 9: Voting — Once the debate has reached a close and all secondary motions have been dealt with, the Chair must ask, “Are you ready for the question?” If no one rises, then the Chair must “put the question” for a vote, ayes in favour and noes against. The majority rules, with the majority being defined as 2/3rds of those present.
Step 10: Written Record — All the motions that have been passed have to be written out. There will be a list of all motions passed with their corresponding secondary motions, so there is a record of decisions for transparency purposes.
We recommend that if your organisation uses Robert’s Rules, you should take the time to fully understand every aspect of them. It really is a comprehensive guide!
How A Board’s Decision Is Implemented:
Once the votes are counted and a consensus is reached, the instructions go back to the Senior Leadership Team or any specialist committee. They are the ones who ensure any actions are carried out.
However, it is important that the Board and the Executive Committee are kept up to date. There must be a follow-up at the next board meeting on any issues. This is why reviewing meeting minutes is essential. If you need help with your meeting minutes, see our dos and don’ts.
Sometimes the responsibility is placed in the hands of a specialist committee that is spearheaded by a Board Member. You should make sure that each Board Member is suited to their specialist committee.
If you are on a specialist committee, then you should make sure that everyone knows their tasks. A Board’s decision should be clear and actionable. There should be no room for ambiguity on the actions that need to take place.
If you would like to learn more about the basics of the boardroom, please read our other article!
How a Board Portal Can Help You:
A Board Portal is the tool that will streamline every process in a Board meeting. From organising the agenda, to presenting, to voting, to recording meeting minutes, every feature of Convene will make your meetings more efficient. Now, you can focus on the debate rather than what page you are on!
Convene has built-in voting features that will save time and promote transparency. There is also an action items feature that will help your Members to follow up with reminders on their tasks, as well as the option to make both public or private notes on the meeting packs. To see how this has helped other organisations read our customer success stories, or arrange a demo!