Setting up a Board

1. How to set up a board

An organisations’ board of trustees also referred to as board of directors in some instances are people who volunteer to maintain, grow the values, ensure missions are accomplished, review and amend policies, evaluate organisation’s performance, among other key aspects.

a. How to select board members

Step 1: The board chair has the most crucial and influential position of the board members. Thus, select one who has been a chair of a board before (someone who has been there before). This position is for someone with vast cross cutting expertise as they are expected to play the role of a mentor, facilitator, fundraiser and be a brand ambassador of the organisation. This can be a targeted selection done by the Executive Director and/or staff of the organisation based on background knowledge of the individual required, their skills and merit.

Step 2: Look within your community or constituency for influential people who can identify with the organisations’ mandate without pursuing self-interests

Step 3: Invite influential people and welcome existing volunteers from within your organisation and present the opportunity for them to apply to be board members, identifying benefits of the posts and ensuring they possess the skills, knowledge and expertise to be ambassadors of the organisation

Step 4: A recruitment committee comprised of staff and or existing and exiting board members should hold interviews before making recommendations.

Step 5: Upon selection of the board members, it is essential that the organisation plus the board Chair develop a ‘Board Orientation’ package or manual. It can be in written form or be presented as a visual presentation during the orientation of new board members.

• The manual should include the mission and vision of the organisation, its history, policies currently in place and those proposed, the organisations’ strategic plan, financial statements, board meeting procedures as well as board member expectations and deliverables.
• In this manual, the organisations’ ‘bylaws’ should be incorporated, and these include terms:
  • on how long a board member should serve
  • how many times board meetings are held and how many times they are required to be physically in attendance
  • guides on how to appoint and dismiss a board chair and members
  • the powers the board hold (e.g. approving organisations budget, policies, strategies) and
  • compensation fees (e.g. travel and accommodation expenses to attend a board meeting).
• The number of board members should be manageable given the size of the employees/ organisation. The recommended board members are to be presented to the board and motions of agreements/ votes are made, with those seconding and a decision is made during an annual board meeting.

Step 7: Formalisation of the board members. A signed agreement or contract should be availed to the new board members which clearly states their terms of reference regarding duties, responsibilities, expectations and outcomes within their set time in office. The board members sign if they agree to the terms of reference and thus begins their terms in office.

Tips on how to recruit board members: The process

How to conduct board meetings/ set up an agenda

In Zimbabwe, board meetings should be held at least four (4) times a year. The agenda of the first board meeting in a financial year is usually around discussing and approving the annual budget, policies, strategies and new business, while the end of year meeting usually revolves around monitoring and evaluation of work and outcomes accomplished during the year, lessons learnt, way forward and strategies for the next year.

The agenda

An agenda is the outline of the meeting; a list of activities appearing in the order in which they will be conducted during the board meeting. It begins with the Board Chair calling the meeting ‘to order’ and ends with adjourning the meeting.

The standard of most board meeting agendas is as follows:

• Call to order
• Approve the meeting’s agenda
• Approve the previous meeting’s minutes
• Financial statements and reports, programs report, requests for action/ discussion, memo from the director
• Unfinished business
• New business
• Confirmation of next board meeting date
• Adjourn

Download samples of board meeting agendas and board workplan here

Setting motions

A motion is a proposal to act or stand on a topic/issue, that the board, including the board Chair and Executive Director of the organisation agree on. In other words, this is introducing an item/action for further consideration to the board. Actions taken when passing a motion are as follows:

• Make a motion: a board member affirms their motion by saying e.g. ‘I move that we ….. rather than….’ Or, ‘I move that we don’t …….’
• Second a motion: another member thus seconds the motion (if they do agree to the item proposed) or the Board Chair asks for a member to second. If there is no-one to second, the motion is dismissed/ lost.
• The Chair then proceeds by stating the motion (if seconded) by saying e.g. ‘It has been moved and seconded that we ‘……….’.
• Once the motion has been presented by the board Chair, it is ‘assembly property’ and thus cannot be changed.
• Debate motion: the presented motion can be ,debated among the board members or it goes straight to the vote.
• Vote on motions: There are several ways in which a vote on a motion can be made. However, the most common practice is by voice where the Chair asks those in favour of motion to say ‘yes’ and those not in favour to say ‘no’.

Setting up the board resolution

A resolution is a formalised statement(s) of direction pertaining any course of action, decision or vote made during the board meeting. This acts as the formal document allowing the board to move forward with what they voted on. It is formalised by the Board Chair or secretary or a specific person selected for this particular purpose.

Board resolutions can be made when:

• A new board member is voted in
• Expanding the organisation/ foundation/ trust
• New hiring or dismissing a significant number of employees
• Purchasing intellectual property rights
• Selling any organisation’s shares or property
• Approval of organisations policies
• Approval of budgets and contracts
• Major decisions that can severely affect the organisation

Resolutions are necessary especially as some entities such as banks and auditors may require them as a supporting or verification document towards a decision made regarding the organisation. Thus, resolutions should be treated as legally binding and stored together with other organisations materials and included in the minutes of the meeting.

Here’s a template for a board resolution.

What does a successful board meeting look like?

1. You have a quorum (i.e. at least 50% of your board members are present)
2. Ensure that expectations of and from the meeting are clearly stated (eases the flow of the meeting)
3. Send the meeting’s agenda and minutes well-ahead of the meeting (board members have a background and are more prepared and will mostly likely be engaging)
4. The agenda itself should be focused:
   • start on time, despite who has not showed up yet
   • set priorities
   • limit topics and against each topic, indicate the output/ action item required (e.g. decision/ vote)
   • indicate estimated time intervals for each topic (include discussion time in that time frame)
   • involve the board in setting the tone and identify topics of discussion for the next board meeting
5. Effective minute taking (more below)
6. Provide an enabling environment: resources and time permitting, have the board meeting away from the conventional office setting.
   • This enables creativity and ensures that board members although intellectually representing different fraternities (legal, accounting, fundraising, programs management, human resources) can engage as a team outside of the sometimes rigid and formalised office space.

   How to communicate with your board in-between board meetings

   • Take time to walk your board through the work the organisation has been involved in (share success stories through videos, pictures, brief presentations). The board members thus feel connected to the actual work without necessarily being involved in the organisations day to day running.
   • Socialise, socialise, Socialise! Food usually brings people together. Have some eats in-between the meeting and have a social lunch or dinner, if resources permit.
7. Measuring the success of the board is fundamental as a way of evaluating their contributions towards achieving their mandate (growing the organisation). Some organisations prefer formal evaluations which can be in the form of evaluation forms where the board members can each fill and send back to the board Chair to compile and give feedback. Others prefer a more informal approach were the board chair constantly ‘checks in’ with the board members during the board meeting for any major discussion points, feedback, and suggestions.
8. Set a light tone for the board meeting. Keep the board members captivated and motivated to be brand ambassadors of the organisation. Ensure that in their diversity, they are a team, holistically.

How to take minutes

Meeting notes or as they are commonly known, ‘Minutes’ are the information that you are going to use to follow up on your board members on tasks appointed to them, issues discussed and what was concluded in the meeting.

There are five (5) basic steps to efficiently take minutes

Step 1: Pre-planning:

It is essential for the minute taker to have liased with the board Chair on expectations from the meeting and a brief discussion on the Agenda. This enables the minute taker to have drafted an outline based on the meetings’ agenda which helps in the final output (notes) from the meeting.

Step 2 Notes taking during the meeting:

Depending on organisations and agenda, some formats may differ. However, the general format for minute taking is as follows:

• Date and time of the meeting
• Names of the meeting attendees and those unable to attend (e.g., “regrets/ apologies”)
• Acceptance, corrections/amendments to previous meeting minutes
• Decisions made about each agenda item, for example: Actions taken or agreed to be taken
• Next steps
• Voting outcomes – e.g. (who made motions, who seconded and approved or via show of hands, etc.)
• Motions taken or rejected
• New business
• Next meeting date and time
• Any other business

You can download templates on formatting meeting minutes here

During the meeting, only take notes on ideas, conclusions, way forward/next steps. These are the crucial aspects of the meeting as they will guide you what is of use after the meeting is concluded. Thus, if ongoing discussions are not ideas, conclusions, resolutions or provide a way forward, there is no need to capture them.

• Try to have an interactive session and limit the need or use of paper by projecting notes during the meeting so that attendees do not lose concentration by taking their own notes.

TIPS: taking minutes:

• Create an outline of your minutes based on the meeting’s agenda
• Use the welcoming section to get to know the Board members (if you don not already know them)
• Add your minutes to the agenda document
• Try stick the notes to ideas, conclusions and next steps (summarise)
• Record all notes in real time, if you cannot keep up with note taking, have a recorder with you (ensure you alert everyone in the room that you will be recording- ethical standards of data collecting)
• Indicate name (Initials) of person next to their comment or contribution (e.g. NK: new marketing strategies- Idea; SM: I will approach the potential donors and establish a network- Next step; All: voted for hiring two new staff members- Conclusion)
• For a resolution being passed, indicate by initials who is in support/ seconds the motion, for voting results, indicate ‘All’ instead of writing each Board Members’ initials
• Do not be afraid to ask for clarification from Board Members where you feel you missed a valid point
• DO NOT include any personal perspectives, opinions or observations

Step 3: Transcribing minutes

Try to write up the minutes as soon as the meeting is over as the information is still fresh in your mind

• Review your meeting outline and add any additions that may have occurred that could have been outside the scope and clarify any points raised
• Ensure that detail written is sufficient and a good representative of the agenda. In some instances, the Board Chairs’ minutes may require you to add brief descriptions on actions taken and the rationale behind the resolutions, and discussions around motions being set.
• Proofread your minutes to ensure they are clear and easy to deduce

Step 4: Approval of minutes

Before distributing the minutes, ensure that the Board Chair has reviewed and revised accordingly. Minutes are not official if this has not been done. Thus, this is a critical step that should be verified.

Step 5: Distribution and sharing of minutes

This is the dissemination of the minutes step where the person responsible for taking the minutes is usually responsible for sharing it.

There are various ways on disseminating information depending on the tools in use within the organisation. Online sharing is a quick and easier and earth saving method that most organisations make use of. If you have access to email, you can simply convert your working file into PDF format and share via emailing list where your board members can download and read. Some organisations have a cloud-based account where they can simply ‘share’ with the intended recipients.

Step 6: Filing/ storage of minutes

These minutes are usually a point of reference for the next meeting, thus; their storage is essential. Some organisations have a common ‘cloud’ storage where they store information. However, it is also important to have at least one hard copy that can be stored in the files of the organisation.