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Board committees hold meetings regularly so the members of a board of directors can make decisions regarding the direction of an organization. 

Board committee meetings typically follow a set of rules:

  • They are held at definite intervals to consider policy issues and major problems
  • They are usually presided over by an organization’s chairman or his or her appointee
  • They must meet the quorum requirements
  • All directors (even if absent) are bound by collective responsibility to the resolutions of the board committee
  • Deliberations and meeting agendas must be recorded in board meeting minutes
  • They must be recorded in meeting minutes

The Board Meeting Agenda

Meeting agendas are fundamental to the success of a board committee meeting. Usually a one-page document, the board meeting agenda sets the tone, pace, and content of a board meeting, eliminating any unwanted surprises.

A well-written meeting agenda should make it clear what will be covered during a board meeting:

  • Each topic should be clearly articulated
  • The length of time expected for any topic, and the member responsible for the discussion should be indicated

What are Board Meeting Minutes?

Board meeting minutes are prepared as a follow up document that is made available to all relevant stakeholders.

They must include:

  • Statutory requirement - CBCA 20 (1) and (2) to preserve an accurate and official record of decisions made and actions taken

Meeting minutes also must demonstrate the fiduciary duty of directors, and serve as prima facie evidence regarding:

  • The fact that a board meeting was held
  • Who attended the meeting
  • What transpired during the board meeting

In all cases, they must also be:

  • Accurate - reflect what happened at the meeting, what decisions were made and who made them
  • Accessible - make important information easy to find, easy to understand and easy to use
  • Uniform in style - use consistent formats, processes and language

Board Meeting Minutes should include:

  • The nature of meeting, date, time and place
  • Attendees
  • Comings and goings during meeting
  • Previous minutes or note amendments
  • Actions – discussion, items approved or deferred, receipt of information
  • Resolutions - adopted or not, outcome of votes, dissenting or abstaining, conflicts of interest
  • Briefing material - distributed in advance, presentations at meeting, documents at meeting

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