Retreats can be held in almost any location (a summer house, a hotel, a rented retreat center, the board chair’s living room), and can last one full day or more. Many boards find that working in a different, often more relaxed, environment helps equalize any feelings of status, and allows the time and space to think creatively.
Some boards routinely have an annual retreat, with the aim to strengthen relationships and focus on future challenges. Retreats can be as short as three hours or as long as three days (over a long weekend, for example). To determine the right length of time for your retreat, ask yourselves: What do we want to accomplish? What’s our best guess at how long that will take? If you use an outside facilitator, they will likely suggest a location and length of time for your retreat that is most conducive for achieving the foundation’s goals.
When it comes to retreats, preparation is critical. Set aside at least three months of planning time in advance of the retreat.
Many bring in an outside facilitator to plan and facilitate their retreat. A professional facilitator can keep the meeting moving at an appropriate pace and free all board members from the responsibility of running the meeting so that they have time to thoughtfully participate.
Here are some things to help you (and the facilitator) prepare:
- Be sure that the entire board is engaged in the reason to have a retreat. Participants must see collective value in the overall purpose.
- Ask for board member’s input for the retreat in advance. This will help them gain ownership over the retreat. While it is unlikely that every suggestion will be taken, it is important that some common expectations are achieved.
- Consider whether to engage a facilitator or not. If it’s hard for anyone to remain neutral, or if the foundation is undergoing significant change, it may be productive to bring in an outsider to help with planning and/or facilitation.
- Set a workable agenda. Make sure the agenda items are in an order that flow well and match with participants’ likely priorities, energy levels and interests. Make sure there is a balance of time for reflection, decision making, problem solving, learning and fun. Plan enough breaks.
- Attach goals or aims to each of the agenda items so it is clear to everyone what the group hopes to achieve.
- Choose a location that will help to set the right tone.
- Make sure you have a decision making process in place before the retreat, as well as ground rules to guide the group’s interactions and communication.
- Clarify board members’ expectations before the retreat begins.
Some simple steps can make a big difference in your retreat:
- Get agreement from everyone before deviating from the agenda, and set a finite period of time for any deviation.
- Post a blank action plan, and fill it in during the retreat to get board member commitment to action items and completion dates.
- Take notes on charts that are organized and legible, with numbered and dated pages. Recap key decisions, conclusions, action items, and unfinished items.
Two quick actions:
- Distribute a retreat summary (similar to meeting minutes) as soon as possible (ideally within a week or two). Include action items with clear indication of who is accountable for what at the top of the summary.
- Conduct a written retreat evaluation of what worked well at the meeting and what can be improved next time—and be sure to make the improvements.
One of the best tools you can give trustees is a board meeting book. A board meeting book includes information that members review before the meeting. The meeting coordinator collects and places these materials in a binder or folder, often called the “meeting book.”
Books should be sent at least two weeks in advance of the meetings.
At a minimum, the book should contain
- the time, date and place of the meeting;
- a copy of the meeting agenda;
- a list of board members and contact information (if there have been changes);
- past minutes and grant reports;
- background material on anything that will require action;
- grant proposal summaries with full proposal attached (if applicable); and
- most current financial data for the foundation.
If you use a consent agenda, it should be included with the board meeting book as well. You can also include any new business materials or professional development, such as articles from the field, notices about upcoming trainings or conferences, etc. If available, include a notice about the next meeting.
Your board must keep record of its meetings. These minutes are a permanent record of what goes on within board meetings and are considered legal documents. Minutes help you keep records of the board’s actions—not only for future reference, but also to ensure clarity in case an action is questioned or legally challenged.
The minutes are usually recorded by a designated board secretary, the meeting coordinator or staff (as applicable). If preferable, board members may rotate this duty. Whoever keeps the minutes should understand the required format, and what they should include.
In general, meeting minutes should include the following:
- Names of all persons present;
- Location, date and time of the meeting;
- Names of persons making and seconding motions;
- Nature of any motions proposed;
- General nature of discussion;
- Tallies of votes on motions (without attribution);
- “To-do” items to be reported back to the board;
- Summary of committee reports;
- Any action regarding financials, budget or other documents, with references to these documents;
- Next meeting date, time and location.
Note: State law may dictate what should be included in board minutes. Check with your attorney to confirm the requirements.
At a board meeting, the chair or facilitator should begin by going over the agenda, and state the meeting goals. Some boards take the time at the start of their meetings to review their mission statement and values—framing the meeting around the foundation’s higher purpose. Here are some more tips for keeping the meeting focused:
- Set time frames and stay on task;
- Encourage open participation and honesty;
- If there are controversial issues, table the discussion until the end;
- Limit side conversations;
- Keep the meeting connected to the mission;
- End by recapping the meeting’s achievements.
The most important tip for meetings: Make sure board members know their role. The more everyone understands their role—and the more time they have to prepare for that role—the more productive each meeting will be.
Every meeting–especially board meetings—needs a format and guidelines. Your board should create and use guidelines that best fit your mission and board culture. Some foundations follow the formal Robert's Rules of Order (also called parliamentary order). These rules specify all parts of meeting procedure, including: how to begin and end a meeting, how to make formal motions, debate, make amendments to motions, postpone and refer to committee, vote and so on. While some boards like knowing exactly how things will get done, others feel restricted—or too ceremonial—under such rules. Sometimes boards use the rules as a baseline for decision making, but follow a more relaxed approach when it comes to discussion and debate.
There are no hard and fast rules how your board makes decisions, as it will be based on your foundation’s culture and working style. There are, however, some common elements that will keep decision making respectful and productive:
- Base the decision making process on the shared values of the foundation. For instance, if respect is a key value for the family, then the process should ensure that each person has an opportunity to be heard. If harmony is a key value, then the process may allow for discussions to be tabled so that agreements can be negotiated.
- Uphold respectful conduct, even in the midst of disagreement.
- Acknowledge that consensus may be preferable, but not more preferable than honesty.
- It helps to have procedures in place to handle issues that are difficult to resolve. This may include: listing the pros and cons of the issue in question on a flip chart; giving board members time (i.e. overnight or until a future meeting) to consider the list of pros and cons; and providing an opportunity to vote after some period of consideration.
- If a final vote comes to a tie, agree that the board chair may resolve the tie.
- Respect the decision making process and the board chair’s leadership, even though individual board members may be disappointed with a particular outcome.
Boards use many types of voting structures to help them do their work. Your voting structure should be based on your board’s culture and what you are trying to accomplish.
The most common structure is called a quorum. A quorum is the minimum number or percentage of board members who must be present at a meeting, in order for motions to be made and passed. This number is typically stated in a foundation’s bylaws, and may be defined by state law (check with your legal counsel.)
Quorums ensure that the board’s decisions reflect the opinions of the entire board, as opposed to a few individuals on the board. It is a tool for your board to build “checks and balances” in its governance.
Some decisions may need broader board participation than that of the quorum. For example, elections of new board members or changes to the bylaws may require a “majority vote” from the board—where a higher number of board members votes for rather than against. Other decisions may not need a quorum or a majority rule. The board may decide that “substantial agreement” from trustees is appropriate to take action.
To set clear guidelines for the current and future board, describe in your bylaws (or meeting policy) what type of decisions will require which type of vote.
After the meeting, you might ask trustees to evaluate the meeting’s effectiveness. This can be a simple questionnaire you give trustees at the meeting’s end, with questions such as:
- Was the time used well?
- Did the meeting start and end on time?
- Did the board discuss all issues, and take all required actions?
- How did the materials you received in advance help you prepare?
- How could the meeting have been improved?
- What would you like to see on the next agenda?
In the days immediately following the meeting, briefly contact board members who have been assigned tasks as a result of meeting actions. Simply remind them of their interim responsibilities, and any deadlines they must meet. Some boards prepare and distribute a “task sheet” for trustees in between board meetings, reminding everyone of the tasks they agreed to do. Others simply make contact through e-mail. In addition, you might:
- Follow up with other promised communications;
- Ask trustees what worked well about the meeting, or what could be improved;
- Have the chair or secretary contact those members who were not in attendance to give them a report on the meeting.
A board retreat, or special meeting, is an excellent way to spend time around an issue too significant to be handled properly within a normal meeting agenda. Many foundations hold board retreats on occasion (ranging from every year to every few years) to ensure that the board addresses important topics such as the foundation’s mission, focus, goals, and effectiveness in having an impact.Board retreats may also be used to address communication issues, or take the time for board development.
You might consider a board retreat at the following times, among others:
- The board wants to discuss more strategic issues that require more time, such as the future of the foundation;
- The board wants to reassess its mission, or conduct an assessment of its governance, policies and/or grantmaking program;
- The foundation undergoes a period of growth or transition (for example, the death of the founder, a change in leadership or asset size, or a generational shift);
- Board members seem less than engaged or enthusiastic about the foundation’s work;
- Boards want the opportunity to step away from their work, and reflect on the big picture.
Every board member should attend every board meeting. That might sound ideal, but it’s something your board should encourage. It helps to set a policy on board meetings, which lets trustees know when the meetings will be, so that they can plan ahead. Your policy can describe the meeting schedule, locations, and rules for attendance. For example, an attendance policy might include how many meetings trustees are allowed to miss per year. It can also outline a procedure for what happens in the event of an attendance problem (such as un-notified absences, missing more than one annual meeting, or showing up unprepared).
Meetings take time and plenty of preparation—on the part of the meeting coordinator, the board chair, as well as all the trustees. Usually one person is assigned to plan and coordinate the meetings, in conjunction with the board chair. If your board has a hired administrator or executive director, this person will likely fill this role. Otherwise, your board can choose one trustee (the secretary, for example) to organize the meetings, or rotate the job among trustees. Some foundations find that an outside facilitator can help in this function.
Whoever is chosen to coordinate ("meeting coordinator") will schedule, plan and coordinate the meeting to help trustees prepare. The person will remind trustees of their role, explain the purpose of the meeting, and any tasks they must complete before the meeting date.
Here’s a checklist of actions to plan board meetings in advance. While not all points apply to every meeting, they are worth reviewing:
- Let trustees know the meeting date, place and time well in advance–most boards set them once a year to give plenty of notice;
- Assign (or remind trustees) of board roles and tasks, so they can come prepared;
- Plan the meeting with a facilitator (if appropriate);
- Establish clear goals for the meeting;
- Distribute a meeting agenda with time frames;
- Distribute any advance reading.
Agendas help organize the flow of the meeting, keeping the meeting on time and everyone on target. A good agenda will also contribute to the discussion itself, keeping the topics coherent and interesting.
The board chair and meeting coordinator develop the agenda for meetings. An agenda is a recipe for a successful board meeting. When developing an agenda, always consider the foundation’s overall mission and goals—and relate specific agenda items to those larger goals.
A consent agenda includes routine actions requiring the board's approval, but not necessarily discussion. It's part of the regular agenda, and typically includes all the "old business" items, such as minutes from the previous meeting, the board chair, treasurer's and/or committee reports, and any changes to the bylaws that have already been approved by the board. All items on the consent agenda are grouped together, and it requires one motion to approve them. A trustee can ask to have an item removed from the consent agenda and added to the regular agenda if they desire further discussion on the topic.
Here are some questions to help guide toward an efficient agenda:
Is the board giving advice or approval?
Indicate which items are for discussion and which are simply informative. Identify action items and assignments.
Where does an issue fit into foundation management?
Separate strategic issues, resource items, and operational matters. Start with the most important questions.
Are there decisions that can be made ahead of time?
Consent agendas offer an efficient way to quickly move through routine board items.
What two or three questions must be addressed once an item is placed on the agenda?
What information will the board need to answer those questions? Focus the discussion and provide background information.
Is there enough time for constructive debate?
Indicate time limits for agenda items.
Does a committee need to make a presentation?
How’s the board doing?
Make a habit of including time for board development. This can include topics like: responsibilities of a trustee, how to read financial statements, and legal obligations. Frame a question for later communication or a themed meeting.
It also helps to set time frames for each item on the agenda, and keep track of time during the meeting.
Boards work towards the goal of effective communication—something which does not always come easily, but is a critical skill for the board to have. An outside meeting facilitator can help. Facilitators bring an objective, unbiased point of view to the table, keeping a conversation on track if it goes astray and prompting non-participators to speak. If necessary, they can also diffuse disagreements or unproductive behavior.
Of course, outside facilitators may not be right for every foundation. For some, the outside presence may feel intrusive in the private board or family discussions. If the board appoints a trustee for the job, remind the facilitator to hang up his/her board cap for the time being—and hold off on offering opinions, or voting. By doing this, the facilitator can focus instead on what others say, and guide the meeting’s flow.
It is typically the board chair's responsibility to facilitate meetings, but if this is not possible, another capable board member may be asked to take on this role. If the board appoints a trustee for the job, remind the facilitator to hang up his/her board cap for the time being.
At times, family or board roles, history, or dynamics can hinder how a board member communicates at meetings. Some small foundations find it helpful to hire an outside facilitator to plan and run board meetings. They appreciate having a neutral party at the table, and someone who will keep the discussion on topic. The facilitator may be a hired consultant, a family friend or professional associate skilled in facilitation, or a colleague from another foundation. The key is finding someone who compliments your board's culture and working style.
Here are some tips for running a successful board meeting:
- Welcome board members;
- Introduce the facilitator, and any new members or presenters (as needed);
- Describe the meeting agenda and goals;
- Clarify everyone’s role, and ask if there are questions;
- Remind board members to stay connected to mission;
- Use consent agendas where appropriate;
- Encourage everyone to participate and ask questions;
- Stay on task–and on time;
- Save the socializing for later;
- Recap the meeting’s achievements.
Keep in mind: a well-structured meeting with focused objectives will keep trustees interested and engaged.
While state law determines the number of times foundation board must meet, many foundations opt to meet more often than what is legally required and write this into the foundation bylaws. Some boards meet quarterly, while others meet monthly, and still others, only yearly. Your board can decide what frequency is best for the foundation based on the members' time commitments and desire for involvement as well as on the activity level of your grantmaking. While some boards prefer to meet in person, many connect via conference calls for select board and committee meetings.
There are several ingredients including:
Having a clear purpose and agenda
Prior to the meeting, board leaders should be in touch with committee leaders and other board members to discuss any issues that should be part of the agenda. Set times according to the topics which are most important, leaving time for constructive, free discussion around important issues. A foundation may find it useful to set aside one board meeting a year to discuss long-range planning and to discuss major issues likely to affect your foundation in the future.
Preparing the board members in advance
The board leaders should distribute an agenda, minutes from the previous meeting, financial reports, and offer concise introductions for the discussion topics. All of this will help to ensure that the board members will be informed and ready for participation. This will encourage attendance and prompt more lively discussion.
Developing and following a code of conduct
It is helpful for everyone to have an agreed upon standard for how they will act and interact and what the role of the chair will be.
Sticking to the agenda
It is important to begin and end on time. While it is important to not be overly rigid, it is key to keep the meeting moving so you can stay focused on the important issues.
Engaging all of the trustees
Be sure to engage everyone at the table in the board discussions. Also, encourage questions.
Communicating with trustees after the meeting
Ensure that everyone knows their responsibilities and tasks coming out the of meeting. Give meeting details to members who could not attend.
It’s likely that your board will meet near your foundation’s central offices. However, in the case of small foundations, the “central office” may be at one of the board member’s homes. If board members reside in different parts of the country, for example, your board might consider rotating its meeting location. Be sure to schedule meetings far in advance to allow the board to plan ahead for travel and other arrangements.
Meeting lengths are often a matter of function. How much work must be done? How many times does your board meet each year? How long can attention and care be given at one sitting? How full is the agenda? Typically, small foundation boards meet for four hours per meeting, with some meetings lasting more than six.
Some boards are looking at other ways to meet outside the boardroom. Alternatives include meeting by conference call, by videoconference, or for the technology-inclined, in real-time chat rooms over the Internet. These alternatives allow trustees to communicate and interface in the present moment. While this is true, communication is often best at a face-to-face meeting.
Before you consider alternate meetings, remember that your foundation’s governance is entrusted to the board of directors, not individual trustees. This means the board is only authorized to deliberate and act as a group. Know also that alternative meeting methods are sometimes regulated by the state. Ask your legal counsel to check state laws for meeting requirements.
Your foundation trustees attend board meetings, which are usually chaired by the board president. If your foundation has any hired staff, it is common to include at least one staff member in all or part of each meeting. Unless the staff is also a member of the board, their role is usually viewed as advisory only, and they do not participate in voting.
Some foundations invite former trustees (sometimes called ex-officio members) to their meetings in a non-voting role. This keeps former members involved, and enables the current board to draw from their knowledge. Other foundations invite prospective trustees to attend meetings as observers. This helps potential members understand what the board does, and what their role would be, should they decide to serve on the board.