The procedures for board meetings determine the manner in which discussions are conducted and, ultimately, what decisions are made at a board meeting. These meetings are typically held remotely, which is why it is essential to have clear guidelines for board meetings in place to ensure that all board members are on same board.
The first step is to mail all members the agenda, as well as any relevant documents like the financial report or projections for the company. This helps members prepare for the meeting, and gives them the information they need to take an informed decision on any topic.
In the course of the meeting, participants should be encouraged to participate in discussions by raising their hand before making any statements or asking questions. However, they must be aware of their time and should avoid asking questions that have already been answered in the board pack and wasting time.
The Chairman and the majority of Directors present at the meeting must have their approval for any discussion of matters not on the agenda. Moreover, any resolution shall be approved by a vote of the Directors present at the meeting. In case of an equal number of votes, the Chairman will be the sole vote.
A vote occurs after a declaration from one of the members has been made and the chair has confirmed that there is a quorum in the room (usually an exact percentage, depending on your state laws). The chairman then states that «the motion dies due to lack of a second.» If it is necessary to vote during the meeting, the chair usually will reintroduce the motion, asking for affirmative votes, and then the negative votes are announced and then the outcome of the vote.