The procedures for board meetings determine the way in which meetings are conducted and the type of decisions made during a board meeting. Most of the time, these meetings are held at a distance, therefore it’s important to have clear procedures for board meetings in place to ensure that all board members are on the same level.

First, distribute the agenda to all members. Include any relevant documents, like an accounting report for the company or projections. This allows members to prepare for the meeting and provides them with the information they require to make an informed decision on any subject.

In the course of the meeting, participants are expected to actively participate in the discussion by raising their hands prior to making statements or asking questions. However, they should be mindful of time and refrain from asking questions that have already been addressed in the board packet and wasting valuable time.

The Chairman and the majority of Directors in the meeting must agree to any discussion that is not listed on the agenda. Furthermore, any resolution will be approved by a vote of the Directors present at the meeting. If there is a similar number of Directors present, the Chairman gets a casting vote.

The vote is taken when a member makes an statement and the chair confirms that there is a majority in the room. (This is usually a certain percentage, subject to the state’s laws). The chairman announces the motion «dies for lack of a second». If it is necessary to vote during the meeting, it is typically done by the chair who reiterates the motion, and asks for affirmative votes, followed by negative votes prior to declaring the results.