How to Chair a Board of Directors Meeting

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Chairing a board meeting is a critical part of an organization’s corporate governance. The primary responsibility of the chair is to guide a process that thoroughly discusses and makes decisions on the issues that come before the board in its meeting. A key characteristic of a good chair, notes Dalhousie University, is one who exhibits neutrality, “meaning openness to all ideas and perspectives,” as well as activism, or “a passion for inquiry.”

Create a written agenda. Board members should know in advance the topics that will be discussed and actions that will need to be taken. A formal written agenda provides them with an opportunity to prepare. It also keeps the meeting on track.

Adhere to formal meeting rules. A good board meeting will rise to the standards of the Bible on parliamentary procedure, “Robert’s Rules of Order.” For example, formal motions and votes should be used to make decisions. Formal meeting rules also help the board focus discussion and make clear decisions, says Dalhousie University. Boards that follow established rules of order also are generally better prepared for legal oversight as part of organizational due diligence.

Establish rules for decision-making. For example, decisions can be made by majority vote. But they can also require unanimity or simply be by general consensus, observes Dalhousie University. Of the three basic possibilities, the consensus method is the least definitive and riskiest.

Guide the general dynamics of the meeting. Make sure that board members listen carefully, that only one person speaks at a time, that there are no side conversations, that every member is encouraged to speak, and that the decision-making process, based on the meeting agenda, is kept on track.

Be prepared. As chair, you will be responsible for the general tone and actual results of the meeting. Review the meeting agenda in consultation with key executives such as the CEO or members of the executive committee. Identify the agenda items that will require the most attention. Set timing guidelines for each topic to keep the meeting on schedule. For key topics, contact other board members and assess their interest in taking the lead on a particular topic. That kind of leadership will foster brisk discussion.


  • Make sure that accurate minutes are kept of your meeting. If there is ever any question about what happened or did not happen, you must have a clear written record to support factual review.