How to Run a Board Meeting: Step-by-Step Guide for Chairs & Secretaries

Introduction

Running your first board meeting as chair or corporate secretary can be nerve-wracking. You're responsible for keeping directors engaged, ensuring proper procedures are followed, documenting critical decisions, and managing time—all while senior executives and board members watch your every move.

After running 200+ board meetings as corporate secretary for three public companies and advising 40+ boards, I can tell you: great board meetings follow a repeatable process. Once you understand the framework, running effective board meetings becomes second nature.

In this step-by-step guide, you'll learn the exact process for running professional board meetings from pre-meeting preparation through post-meeting follow-up. I'll share agenda templates, chair scripts, minute-taking techniques, and checklists used by Fortune 500 boards and high-growth startups.

Roles & Responsibilities

Board Chair (or Lead Director)

Key responsibilities:

• Set meeting agenda with CEO
• Facilitate discussion during meeting
• Ensure all directors contribute
• Call for votes on motions
• Manage meeting time and pace
• Lead executive sessions
• Represent board externally

Skills required:

• Strong facilitation
• Time management
• Conflict resolution
• Strategic thinking

---

Corporate Secretary

Key responsibilities:

• Coordinate meeting logistics
• Prepare and distribute board packet
• Track attendance and quorum
• Take meeting minutes
• Document votes and resolutions
• Maintain corporate records
• Ensure compliance with bylaws

Skills required:

• Meticulous documentation
• Process management
• Attention to detail
• Discretion and confidentiality

---

CEO / Management

Key responsibilities:

• Prepare board materials
• Present company updates
• Answer board questions
• Provide strategic recommendations
• Execute board directives

Skills required:

• Clear communication
• Data presentation
• Strategic thinking
• Responsiveness

---

Pre-Meeting Phase (4 Weeks Before Meeting)

Week 1: Planning (4 weeks before)

Task 1: Schedule Meeting Date/Time

• Check director calendars (use Doodle or similar if needed)
• Avoid major holidays or industry conferences
• Send calendar invitations with location/dial-in

Task 2: Draft Initial Agenda

Board chair and CEO collaborate:

• What decisions need board approval this quarter?
• What strategic topics require board input?
• Which committee reports need board discussion?
• Any urgent issues to address?

Initial agenda template:

BOARD MEETING AGENDA
[Company Name]
[Date], [Time]
[Location / Zoom Link]

I. CALL TO ORDER
   - Attendance
   - Quorum verification

II. CONSENT AGENDA (5 minutes)
   A. Approval of previous meeting minutes
   B. Committee reports (information only)
   C. Routine contracts under $X threshold

III. CEO REPORT (20 minutes)
   A. Financial performance (vs plan)
   B. Operational highlights
   C. Key metrics dashboard

IV. STRATEGIC DISCUSSIONS
   A. [Topic 1] (45 minutes)
   B. [Topic 2] (40 minutes)
   C. [Topic 3] (30 minutes)

V. BOARD DECISIONS
   A. [Motion 1] - Vote required
   B. [Motion 2] - Vote required

VI. EXECUTIVE SESSION (30 minutes)
   - Board only (no management)

VII. ADJOURNMENT

---

Week 2: Content Development (3 weeks before)

Task 1: Management Prepares Materials

Standard board packet sections:

1. CEO Letter (1-2 pages)

   • Quarter highlights
   • Strategic issues requiring board input
   • Requests from management

2. Financial Dashboard (2-3 pages)

   • Revenue vs target
   • Cash and runway
   • Key metrics (MRR/ARR, churn, burn rate)
   • Budget vs actuals

3. Operational Update (3-5 pages)

   • Product progress
   • Customer highlights
   • Team updates (headcount, hiring)
   • Key operational metrics

4. Strategic Discussion Materials (10-15 pages per topic)

   • Background and context
   • Options analysis
   • Recommendations
   • Questions for board

5. Committee Reports (2-3 pages each)

   • Audit committee
   • Compensation committee
   • Nominating & governance committee

6. Appendix (optional, detailed data)

   • Detailed financials
   • Customer lists
   • Product roadmap details

Task 2: Corporate Secretary Assembles Packet

• Collect materials from management and committees
• Ensure consistent formatting
• Add page numbers
• Create table of contents
• Organize by agenda section

---

Week 3: Review & Finalization (2 weeks before)

Task 1: Internal Review

• CEO reviews complete packet
• Board chair reviews complete packet
• Legal counsel reviews (if sensitive matters)

Task 2: Finalize Agenda

Board chair and corporate secretary:

• Assign time allocations to each topic
• Identify which discussions require decisions
• Determine presentation owners
• Add any last-minute items

Final agenda with timing:

BOARD MEETING AGENDA
March 15, 2025 | 9:00 AM - 12:00 PM
Company Headquarters, Board Room

9:00-9:05   | CALL TO ORDER
            | - Chair welcome
            | - Attendance and quorum
            | - Approve agenda

9:05-9:10   | CONSENT AGENDA
            | - February minutes
            | - Committee reports (Audit, Comp, Nom/Gov)
            | - Routine contracts

9:10-9:30   | CEO REPORT
            | - Q1 financial performance
            | - Operational update
            | - Key metrics review

9:30-10:15  | STRATEGIC TOPIC #1: EMEA Expansion
            | - Market analysis
            | - Investment required
            | - Go-to-market strategy
            | - Board discussion and decision

10:15-10:30 | BREAK

10:30-11:10 | STRATEGIC TOPIC #2: Series B Fundraising
            | - Current cash position
            | - Series B terms and pricing
            | - Timeline and process
            | - Board discussion and decision

11:10-11:40 | STRATEGIC TOPIC #3: Cybersecurity Review
            | - Recent threat assessment
            | - Current security posture
            | - Recommended investments
            | - Board discussion

11:40-12:00 | EXECUTIVE SESSION
            | - Board only (management excused)
            | - CEO performance review
            | - Board self-assessment
            | - CEO feedback

12:00       | ADJOURNMENT

---

Week 4: Distribution (7-10 days before)

Task 1: Upload to Board Portal

Best practice: Use board portal software, NOT email

Organization structure:

📁 March 2025 Board Meeting
  ├── 📄 Agenda (final)
  ├── 📁 CEO Report
  │   ├── CEO Letter
  │   ├── Financial Dashboard
  │   └── Operational Update
  ├── 📁 Strategic Topics
  │   ├── EMEA Expansion Analysis
  │   ├── Series B Materials
  │   └── Cybersecurity Report
  ├── 📁 Committee Reports
  │   ├── Audit Committee Report
  │   ├── Compensation Report
  │   └── Nom/Gov Report
  ├── 📁 Previous Minutes
  │   └── February 2025 Minutes (draft)
  └── 📁 Reference Materials
      ├── Strategic Plan
      └── Budget 2025

Learn about board portal best practices

Task 2: Notify Directors

Email template:

To: Board of Directors
From: [Corporate Secretary]
Subject: Board Meeting Materials - March 15, 2025

Dear Directors,

Materials for our March 15 board meeting are now available in the board portal at [link].

MEETING DETAILS
Date: Friday, March 15, 2025
Time: 9:00 AM - 12:00 PM PT
Location: Company HQ, Board Room
Zoom: [backup link]

KEY TOPICS FOR DISCUSSION
• EMEA expansion strategy (decision required)
• Series B fundraising terms (decision required)
• Cybersecurity investment review

PRE-MEETING QUESTIONS
Please submit questions by March 12 to allow management time to prepare responses.

Looking forward to seeing you,
[Name]
Corporate Secretary

---

Meeting Day: Before the Meeting

2 Hours Before: Final Preparations

Corporate Secretary checklist:

• [ ] Arrive early (2 hours before for in-person, 30 min for virtual)
• [ ] Test technology (projector, video conferencing, microphones)
• [ ] Prepare name cards (if applicable)
• [ ] Set up refreshments (coffee, water, breakfast if morning meeting)
• [ ] Print agenda for chair (backup in case technology fails)
• [ ] Have attendance sheet ready
• [ ] Prepare minute-taking template
• [ ] Test screen sharing (for virtual meetings)
• [ ] Send reminder to management presenters

Board chair checklist:

• [ ] Review materials one final time
• [ ] Prepare opening remarks
• [ ] Note questions to ask on each topic
• [ ] Confirm with CEO on any last-minute changes
• [ ] Review voting motions (exact wording)

---

During the Meeting: Step-by-Step

Opening (5 minutes)

CHAIR SCRIPT:

"Good morning everyone. Let's call this meeting to order.

[Corporate Secretary], please confirm attendance and quorum."

CORPORATE SECRETARY: (Take attendance as each director acknowledges presence)

"Present: Directors [Name], [Name], [Name]... [list all]
Absent: None [or list absences]
Also present: CEO [Name], CFO [Name], [other management]

We have [X] of [Y] directors present, constituting a quorum."

CHAIR:

"Thank you. The agenda was distributed on [date]. Are there any changes or additions to the agenda?"

[Pause for responses]

"Hearing none, the agenda is approved as distributed."

---

Consent Agenda (5 minutes)

CHAIR SCRIPT:

"Next is the consent agenda, which includes:
A. Approval of February meeting minutes
B. Committee reports from Audit, Compensation, and Nominating & Governance
C. Routine contracts under our approval threshold

Has everyone had a chance to review these materials?
Does any director wish to pull an item from the consent agenda for separate discussion?"

[Pause for responses]

"Hearing none, I'll entertain a motion to approve the consent agenda as presented."

DIRECTOR: "So moved."

ANOTHER DIRECTOR: "Second."

CHAIR: "All in favor, say aye."

ALL: "Aye."

CHAIR: "Any opposed? Any abstentions? The consent agenda is approved unanimously."

[Corporate Secretary notes in minutes: "Consent agenda approved unanimously."]

---

CEO Report (20 minutes)

CHAIR SCRIPT:

"[CEO Name], please provide your report on Q1 performance and operations."

[CEO presents for 15 minutes]

CHAIR (after CEO presentation):

"Thank you, [CEO]. Directors, what questions do you have?"

[Facilitate Q&A for 5 minutes]

[If running over time:]
"We need to stay on schedule. Let's take remaining questions offline."

Pro tip for chair:

• Don't let one director dominate Q&A
• If question leads to long discussion: "That's a great topic for our strategic session coming up."
• Actively solicit questions from quiet directors: "[Director Name], what's your perspective?"

---

Strategic Discussion #1: EMEA Expansion (45 minutes)

CHAIR SCRIPT:

"Our first strategic topic is the proposed EMEA expansion.
[CEO/CFO/Presenter], please walk us through the analysis and recommendation.
We have 45 minutes for presentation and discussion."

PRESENTATION STRUCTURE (20 minutes):

1. Market opportunity (5 min)
2. Investment required (5 min)
3. Go-to-market strategy (5 min)
4. Risks and mitigation (3 min)
5. Recommendation and timeline (2 min)

BOARD DISCUSSION (25 minutes):

CHAIR:

"Thank you for that overview. Let's discuss. I'll start:

My main question is about timing. Given current cash position and runway,
is Q3 the right time or should we wait until post-Series B?"

[Discussion ensues]

[Chair manages time, ensures all directors contribute]

[At 40-minute mark:]
"We have 5 minutes left. Let me summarize what I'm hearing..."
[Chair recaps key points and areas of agreement/disagreement]

"Management, based on this discussion, what are you hearing as the board's direction?"

CEO: [Summarizes board feedback and proposed path forward]

CHAIR:

"Does anyone object to that direction?

[If agreement:]
Excellent. Management will proceed with planning. We'll see detailed execution plan at next meeting.

[If decision required:]
I'll entertain a motion to approve EMEA expansion as outlined with $2M budget not to exceed."

DIRECTOR: "So moved."

ANOTHER DIRECTOR: "Second."

CHAIR: "Discussion on the motion? [Pause] All in favor? All opposed? Any abstentions?"

[Record vote]

CHAIR: "Motion passes [X] in favor, [Y] opposed, [Z] abstaining."

---

Break (15 minutes)

CHAIR:

"Let's take a 15-minute break. We'll reconvene at 10:30 sharp."

During break:

• Directors stretch, use restroom, get coffee
• Chair and CEO sync on timing and flow
• Corporate secretary catches up on minutes

---

Strategic Discussion #2 & #3

[Follow same format as Discussion #1]

Time management tips for chair:

• Give 5-minute warning: "We have 5 minutes left on this topic"
• Be willing to cut discussion: "This is important but we need to move on. Let's schedule follow-up call next week."
• Use parking lot: "Let's add that to our parking lot and come back if we have time."

---

Executive Session (30 minutes)

CHAIR:

"Thank you to management for excellent presentations.
At this time, we'll move into executive session.
Management team, please excuse us. We'll call you back at the end if needed."

[Management leaves]

EXECUTIVE SESSION TYPICAL TOPICS:

1. CEO performance review (15 min)
2. Board effectiveness discussion (10 min)
3. Sensitive matters directors uncomfortable raising with management present (5 min)

CHAIR:

"Let's discuss [CEO]'s performance this quarter.
What's working well? Any concerns?"

[Discussion]

"Are there any other topics anyone wants to raise in executive session?"

[Discussion]

"[Corporate Secretary], please invite [CEO] back in."

[CEO returns]

CHAIR:

"[CEO], we had a productive executive session. Overall, board is pleased with progress.
A few areas of feedback: [summarize constructive feedback]

Questions or anything you want to discuss?"

[Brief discussion if needed]

---

Adjournment (12:00 PM)

CHAIR:

"Before we adjourn, a few items:

1. Action items: [Corporate Secretary] will send summary of action items with owners and due dates by end of week.

2. Next meeting: June 15, 2025 at 9 AM. Calendar invitations coming soon.

3. Any other business to address today?

[Pause]

Hearing none, I'll entertain a motion to adjourn."

DIRECTOR: "So moved."

CHAIR: "All in favor? Meeting adjourned at 12:00 PM. Thank you all."

---

Minute-Taking Best Practices

What to Include in Minutes

DO include:

• ✅ Date, time, location of meeting
• ✅ Attendees (directors, management, guests)
• ✅ Quorum statement
• ✅ Summary of key topics discussed
• ✅ Motions made (exact wording)
• ✅ Who made and seconded motions
• ✅ Vote results (for, against, abstaining)
• ✅ Decisions made
• ✅ Action items with owners
• ✅ Time of adjournment

DO NOT include:

• ❌ Verbatim transcript (too much detail)
• ❌ Individual director's specific statements (creates liability)
• ❌ Debate details (summarize generally)
• ❌ Sensitive executive session discussions (separate confidential minutes if needed)
• ❌ Personal opinions or interpretations

---

Minute-Taking Template

MINUTES OF MEETING OF THE BOARD OF DIRECTORS
[COMPANY NAME]

Date: March 15, 2025
Time: 9:00 AM - 12:00 PM PT
Location: Company Headquarters, Board Room

ATTENDANCE

Present:
- [Director Name], Chair
- [Director Name]
- [Director Name]
- [Director Name]
- [Director Name]

Also Present:
- [CEO Name], Chief Executive Officer
- [CFO Name], Chief Financial Officer
- [Name], Corporate Secretary

CALL TO ORDER

The meeting was called to order at 9:00 AM by [Chair Name].
The Corporate Secretary confirmed that a quorum was present.

CONSENT AGENDA

Upon motion duly made, seconded, and unanimously approved,
the Board approved the consent agenda including:
- Minutes of February 15, 2025 meeting
- Committee reports (Audit, Compensation, Nominating & Governance)
- Routine contracts under approval threshold

CEO REPORT

[CEO Name] presented the quarterly report covering financial performance,
operational updates, and key metrics. The Board discussed Q1 results
and asked questions regarding [key topics]. Performance met or exceeded
targets across all major metrics.

EMEA EXPANSION

The Board discussed management's proposal to expand into EMEA markets
beginning Q3 2025. Management presented market analysis, investment
requirements ($2M), go-to-market strategy, and risk assessment.

After discussion, upon motion duly made by [Director Name], seconded by
[Director Name], the Board unanimously approved:

RESOLVED, that the Company's expansion into EMEA markets is approved
as presented, with total investment not to exceed $2,000,000 in fiscal
year 2025, and management is authorized to execute the expansion plan.

Vote: 5 in favor, 0 opposed, 0 abstaining

SERIES B FUNDRAISING

[Similar format for other strategic topics and decisions]

ACTION ITEMS

The Board identified the following action items:
- Management to present detailed EMEA execution plan at June meeting (CEO)
- Compensation Committee to complete CEO compensation review by April 30 (Committee Chair)
- Board to complete annual self-assessment survey by May 15 (All Directors)

EXECUTIVE SESSION

The Board met in executive session without management present.

ADJOURNMENT

There being no further business, upon motion duly made and seconded,
the meeting was adjourned at 12:00 PM.

Respectfully submitted,

_____________________
[Name]
Corporate Secretary

APPROVED:

_____________________
[Chair Name]
Board Chair
[Date]

---

Post-Meeting Phase

Within 24 Hours

Corporate Secretary tasks:

• [ ] Type up draft minutes (while meeting is fresh)
• [ ] Compile list of action items with owners and due dates
• [ ] Send thank you email to directors
• [ ] Upload presentations to board portal
• [ ] Archive meeting recording (if recorded)

Email to directors:

Subject: Thank You + Next Steps from Today's Board Meeting

Dear Directors,

Thank you for a productive meeting today. Key outcomes:
• Approved EMEA expansion (up to $2M investment)
• Approved Series B fundraising terms
• Reviewed cybersecurity posture

ACTION ITEMS
Full list attached. Key items:
• Management: EMEA execution plan by June meeting
• Comp Committee: CEO compensation review by April 30
• All Directors: Annual self-assessment survey by May 15

DRAFT MINUTES
Will be circulated for review by March 22.

Next meeting: June 15, 2025 at 9 AM

Best regards,
[Corporate Secretary]

---

Within 48 Hours

Corporate Secretary:

• [ ] Send draft minutes to CEO and Chair for review
• [ ] Incorporate any feedback
• [ ] Distribute draft minutes to all directors
• [ ] Update action item tracker
• [ ] File meeting materials in corporate records

---

Within 1 Week

Management:

• [ ] Begin work on action items
• [ ] Schedule follow-up meetings if needed
• [ ] Update board portal with any additional materials

Board Chair:

• [ ] Follow up with directors who were quiet during meeting
• [ ] Debrief with CEO on meeting effectiveness
• [ ] Begin planning next meeting agenda

---

Board Meeting Checklist

4 Weeks Before Meeting

• [ ] Set meeting date/time
• [ ] Draft initial agenda (Chair + CEO)
• [ ] Begin content development

3 Weeks Before Meeting

• [ ] Management prepares board packet
• [ ] Corporate Secretary assembles materials
• [ ] Schedule presentations

2 Weeks Before Meeting

• [ ] CEO and Chair review complete packet
• [ ] Finalize agenda with time allocations
• [ ] Legal review (if needed)

10 Days Before Meeting

• [ ] Upload materials to board portal
• [ ] Send email notification to directors
• [ ] Request pre-meeting questions

3 Days Before Meeting

• [ ] Compile director questions
• [ ] Management prepares answers
• [ ] Distribute Q&A

Day Before Meeting

• [ ] Chair sends reminder email
• [ ] Confirm attendance
• [ ] Test technology (for virtual)

Meeting Day

• [ ] Arrive early / log in early
• [ ] Test technology
• [ ] Set up room (if in-person)
• [ ] Have backup plans ready

Within 24 Hours After

• [ ] Draft minutes
• [ ] Send action item list
• [ ] Thank directors
• [ ] Archive materials

Within 48 Hours After

• [ ] Circulate draft minutes
• [ ] Update action tracker
• [ ] File corporate records

---

Common Mistakes & How to Avoid Them

Mistake #1: Letting Meetings Run Long

Problem: Meeting scheduled 9 AM-12 PM, goes until 1:30 PM

Impact: Directors frustrated, lose focus, rush later topics

Solution:

• Assign strict time limits to each topic
• Appoint timekeeper
• Chair actively manages: "We need to move on"
• Schedule buffer time

---

Mistake #2: No Decisions Made

Problem: Great discussion but no clear outcomes

Impact: Company can't move forward, board credibility suffers

Solution:

• Every strategic topic should end with decision or clear next step
• Chair summarizes and asks: "What are we deciding?"
• Document decisions clearly in minutes

---

Mistake #3: Poor Minute-Taking

Problem: Minutes are either too detailed (verbatim transcript) or too vague (no substance)

Impact: Legal liability, no record of decisions, confusion about what was approved

Solution:

• Follow template above
• Focus on decisions and motions (not debate)
• Have minutes reviewed by legal counsel for high-stakes meetings

---

Mistake #4: Dominant Directors

Problem: 1-2 directors dominate all discussion, others silent

Impact: Groupthink, miss valuable perspectives, quiet directors disengage

Solution:

• Chair actively solicits input: "[Director Name], what do you think?"
• Go around table: "Let's hear from everyone on this topic"
• Address chronic dominators privately

---

Mistake #5: No Executive Session

Problem: Board never meets without management

Impact: Directors can't speak freely, CEO performance not properly reviewed

Solution:

• EVERY meeting should include executive session (even if brief)
• Standard practice, not punishment
• Minimum 20-30 minutes

---

Conclusion

Running effective board meetings is a skill you can master by following a repeatable process.

Key steps:

1. Pre-meeting (4 weeks): Plan agenda, develop materials, distribute 7+ days early
2. Meeting day: Follow structured agenda, facilitate discussion, make decisions, document minutes
3. Post-meeting: Distribute minutes within 48 hours, track action items, prepare for next meeting

Essential practices:

• Start and end on time
• Use consent agenda for routine items
• Focus meeting time on strategy, not status
• Make decisions, don't just discuss
• Always include executive session
• Document clearly without verbatim transcripts

Tools that help:

• Board portal software for materials distribution
• Agenda templates (provided above)
• Minute-taking templates (provided above)
• Action item tracker
• Meeting timer

Next steps:

1. Customize agenda template for your board's needs
2. Set up board portal if you haven't already
3. Create minute-taking template
4. Schedule next meeting 4 weeks in advance
5. Follow checklist systematically

Great board meetings don't happen by accident. They follow a proven process, executed consistently by skilled chairs and secretaries who understand their roles and responsibilities.

---

About the Author: Elizabeth Morgan is a Corporate Secretary and board governance expert with 16+ years running board meetings for three public companies and advising 40+ boards on governance best practices. She specializes in board meeting effectiveness and has trained 100+ corporate secretaries on minute-taking and meeting management.

Related Resources:

• Board Meeting Best Practices: 25 Tips
• How to Create a Professional Board Portal
• Board Portal Software Comparison
• AppDeck Board Portal