Conducting Effective Meetings & Proper Protocol for Meetings

• Board Management
• District Board Meetings
• State open public meetings act requirements & compliance
• Executive Session Rules
• Common Rules for Conducting a Meeting
• Conducting effective board meetings
• 4 Moves of Healthy Conversation
• Questions that lead to better board decisions
• Conflict Management

The board manages itself in two ways:

“Formal means” include policies, term limits, governance committee, conflict of interest policy, etc.

Adapted from “The Little Book of Boards”, by Erik Hanberg. Summary available  here .

Informal ways are often called norms or board culture.

Cultural norms are powerful and self-reinforcing. Their effect on how the board conducts its business can be strong. Pay attention to the cultural norms and look for opportunities to make changes if there are norms you would like to improve.

Adapted from “The Little Book of Boards”, by Erik Hanberg. Summary available  here .

Board meetings should be held at least once a month.  These meetings require planning and participation by all involved in the district’s programs to be productive.  Board meetings are the means by which district business is conducted, policy and programs developed, and progress reviewed.  Delaware Sunshine Law requirements are applicable for these meetings.

A regular meeting date and time should be set and board members notified and provided with an agenda in advance of each meeting to assure the presence of a quorum* to conduct the official business of the district.  Meetings should be conducted in a business-like fashion, with action being taken on each item of business.

*Quorum- A majority of the total number of Members shall constitute a quorum for the transaction of business by the Board. A majority of the total votes cast at a meeting at which a quorum is present shall be the act of the Board.

“The Delaware Open Meetings law, included in the Delaware Freedom of Information Act, states that all gatherings of quorum of members of a public body, whether formal, informal or through video conferencing, with the intention of discussing public business are considered meetings. The act defines government body as any agency of the state or any subdivision, and any agency or body created or empowered by a state agency which receives or disperses public fund or acts in an advisory capacity. Meets that are regularly held by a division of the state, must be held in a public place within the geographic jurisdiction of that public body.”

 Delaware Code, Title 29, Chapter 100  specifies our Freedom of Information Act and open meetings law. A summary of the law is also available  here .

The District Board may hold an executive session upon affirmative vote of a majority of members present.  The vote on the question of holding an executive session should take place at a meeting of the public body which shall be open to the public, and the results of the vote shall be made public.  The purpose of executive sessions should be set forth in the agenda.

For exact reference of instances in which an Executive Meeting may be called please  see the Delaware Code, Title 29, Chapter 100.

Executive Minutes-

Minutes should be kept of all executive sessions.  The results of votes in executive session should be recorded in the minutes.  Any minutes or public records pertaining to executive sessions may be withheld from public disclosure so long as public disclosures would defeat the lawful purpose for the executive session, but no longer.

• After the minutes have been read, the Chair may ask if there are any corrections or additions to the minutes as read.  If there is no response, the Chair may ask for a motion that the minutes be approved as read.  Upon a motion, second, and vote, the minutes may be approved.
• “Main motions” are motions which introduce business when no other motions are pending and must be seconded.  When it is moved that the report of a nomination committee report be accepted or that nominations cease, or that the secretary be instructed to cast a unanimous ballot for those nominated, this is a “main motion” and requires a second.  “Main motions” should be opened for discussion before putting to a vote.  A “call for the question” is a demand that the motion be voted upon.
• A motion should not be discussed until it has been seconded, and then restated by the chairman.
• Amendments to a motion must be seconded the same as the main motion which it amends.  It should be voted on before action is taken on the main motion.
• Nominations made from the floor do not need a second.  For example: when nominating a candidate from the floor who has not been nominated by the nominating committee, or when nominations from the floor are called for.
• The chair cannot ignore a motion. A motion must be voted on if properly made and seconded.
• The chair does not vote (except in the case of ties) when the vote is by acclamation (a voice vote signifying approval).  The chair may always vote by ballot or roll call.

1. Rotate which committee/board members or participants lead each section of the meeting. Listening to a new person can help reengage board members, and being responsible for sharing information or facilitating discussion builds leadership skills.
2. Co-create the rules of engagement for the meetings, such as sharing meeting norms and expectations. Example: what's the expectations for the use of cell phones during meetings?  
3. Send out the agenda beforehand, so everyone knows what to expect and can prepare as necessary: basic but important! Should the board meeting agenda include an " executive session "? Some support adding a placeholder for an executive session to each board meeting agenda, just so it's there as needed and not a "red flag" that there is a problem the board wishes to address behind the staff's back. Others only include it when it's clear that the board will need to meet without staff present.
4. Give each agenda item a set time frame. Sticking to the timeframes on the agenda consistently shows committee members/meeting participants that they, and their time, are valued.
5. Noncontroversial items can be voted on as part of a  consent agenda  to save time during the meeting for deeper discussion on more strategic issues.
6. Collect RSVPs in advance to ensure enough people planning to attend to make the meeting worthwhile.
7. Note off-agenda topics and agree to set them aside for discussion at a later date to make sure the primary agenda is addressed first and to get participants in the habit of focusing and being aware of tangents.
8. Use periodic self-assessment or post-meeting surveys, or other ways to ensure there is a regular feedback loop so those attending meetings can share their views of how meetings are working for them. Use the feedback to improve meetings and help the board be most effective.
9. Document decisions! Board meeting minutes are legal documents; committee meeting minutes are also important, both to document institutional memory, and also to document whether a committee's actions created a commitment by the organization. Guidance on  keeping corporate minutes   (Probono Partnership).
10. If your meeting will be virtual - everyone should test out the technology in advance of the meeting!

From “ Effective Board Meetings for Good Governance ”, available from the National Council of Nonprofits

"Move" -- You put an opinion forward. "I think we should cancel the fall fundraiser."

"Oppose" -- You put a contrary opinion forward. "I disagree. It's a vital source of funds."

"Follow” or “Support" -- Advocate on behalf of either the move or the oppose side. "Cutting back the fall fundraiser is a great idea. We could use that staff time for a lot of other things."

“Observe then Inquire” – State what’s happening in the conversation without bias.

Good “Observe then Inquire”:

"I'm noticing that there's a lot of tension in the room when we talk about the fall fundraiser and I wanted to check in on this. Janet, it feels like you are really proud of how you've grown the fundraiser over the years, is that fair to say?"

Bad “Observe then Inquire”:

"Janet, do you think if you could detach your emotional connection to the fundraiser you might see how it's a drain on our resources?"

From “Tools for Small Nonprofits” at  forsmallnonprofits.com 

Conflict between board members over an issue is likely to happen at some point, and isn’t necessarily bad. Some potential positive aspects of conflict include:

• You learn more about the problem and about the people involved in the conflict. 
• It energizes you to meet challenges. 
• It prompts you to be creative in searching for solutions. 
• It can lead to resolution of issues. 
• It can increase group cohesion. 
• It can lead to alliances with other groups. 
• It can keep group members alert to each others’ interests.
• Open communication lines
• Establish ground rules
• Apply listening skills
• Summarize statements to make sure that you heard the person correctly.
• Listen to the message content, the feelings behind the message and the values influencing the person’s perceptions of the conflict
• Look for nonverbal messages
• Use other listening techniques- employ body language that shows that you are paying attention and ask questions for clarification or further detail
• Keep emotions in check
• Consider physical arrangements

From NACD’s “Conflict Management Guidebook”

• NACD’s District Guides- “Minutes Made Easy”, “Parliamentary Procedure” and “Conflict Management Guidebook”, all available through the Members Only section of the NACD website
• The Washington Nonprofit Institute has  a lot of brief and useful online resources  that are relevant to conservation district board supervisors, including a series of videos that are all under five minutes long, including  How to Run Effective Meetings  and  Decision Making .
•  Forsmallnonprofits.com  includes online resources for boards, including this  Robert’s Rules of Order Cheat Sheet  

• "Just to make sure I'm clear on the process, who will be the one to finally decide on this? The board? The executive committee? The Executive Director?"
• “If we're interested in going down this road, what should our next action be?”
• "Should we vote on this or should we table it for another meeting?"
• “It feels like we deal with a question like this every year. Is this something that we should consider a broader policy around?”
• "Would you like me to write up something on this and present it at the next meeting?"

From “Tools for Small Nonprofits” at  forsmallnonprofits.com