If you’ve got a company in Canada, you’ve got a board of directors. So how do you run a proper board meeting?
The first thing you should do is take a look at your corporate by-laws and, if you have one, shareholders agreement. Typically, the rules for calling and holding a board meeting will be clearly set out in those documents. For example, your by-laws might say that you need to send written notice of your board meeting at least 10 days in advance. So you want to make sure you at least get the procedures down pat so no one complains they didn’t have enough heads up for a meeting. (Believe it or not, it does happen.)
On the day of the meeting, if quorum is met, the chairperson can call the meeting to order. Otherwise, a meeting cannot be called to order nor can any decision be made.
Setting the Agenda
Typically the chairperson of the board will prepare the agenda for the meeting. It’s one of the perks of being the chairperson – you get to decide what’s being discussed. For an average quarterly meeting, you might find items like updates on where the company is with its annual budget and business plan, discussions around entering into key agreements, strategic acquisitions or divestitures, planning for a pivot, etc.
Once the agenda has been set, you’ll want to assemble any relevant documents to be discussed at the meeting which relate to the items on the agenda. If there’s a summary of an important issue prepared by management, or a draft of an agreement, that should get packaged up along with any other relevant documentation.
Preparing and Sending the Notice
A notice of meeting is a short, one page document that simply advises directors of the date, time and place of the board meeting, and invites the directors to review the agenda and accompanying meeting documents.
Attach the agenda and meeting documents to your notice, and send those out to all directors in advance of your meeting. Be sure to double check your by-laws and shareholders agreement for the rules on sending notices electronically – sometimes it’s not allowed, other times it is, and even some others, a hard copy has to follow by snail mail.
There are also lots of different software and app solutions that can help you plan and prepare for a board meeting, and assist your company with broader corporate governance and record-keeping. More on those in another post!