Foundation Board Meetings: Basic Requirements and Strategies - Exponent Philanthropy
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Foundation Board Meetings: Basic Requirements and Strategies

Photo by Andrea Piacquadio

Your board does the bulk of its work for your foundation at board meetings. So, it’s important to make every meeting count. The board may be fulfilling its mission and managing its responsibilities, but if meetings start and finish late, trustees aren’t prepared, or there never seems to be enough time to get everything done, your process needs improving. By following a few legal requirements, however, plus leveraging tried-and-true strategies, your foundation can achieve great board meetings.

Foundation Board Meeting Requirements

Some boards hold one meeting each year for long-range planning, another for making grant decisions, and a third for financial review and discussion. However, different states have different legal requirements for notice, quorum, voting and meeting frequency. Make sure you know the requirements in your state. Nationally, the requirements for board meeting minutes are more standard. 


At each board meeting, incorporated foundations (and sometimes trusts) must document minutes, a permanent record of the board’s decisions. The board secretary or someone designated by the secretary records the minutes, which include basic information such as the date of the meeting and attendees.

Legally, you must record the board’s decisions. How much additional information to include in the minutes, though, is more of an art than a science. As a rule of thumb, think about a future reader. Record as much information as necessary to give them context and clarity. Yet, you can avoid lengthy details that may discourage board members from speaking freely.

Foundation Board Meeting Strategies

In advance of the board meeting, send an agenda as well as any information that is pertinent to the decisions the board must make at the meeting (e.g., grant proposals or reports).


Board meeting agendas, whether detailed or broad, organize the flow of board meetings. They help manage time and keep people on target. A good agenda also contributes to the discussion itself, keeping the topics coherent and interesting.

Agendas should clarify when the board is advising on something vs. when it needs to give—or withhold—approval. Ask committee leaders and other board members if they would like to see specific topics on the agenda and allow time for constructive, free discussion around important issues. Moreover, make a habit of including time for board development in the agenda, which can include topics like:

Consent Agendas

A consent agenda includes routine actions that require the board’s approval, but not necessarily discussion. It groups items that require only a single motion and vote for approval together, such as approving previous meeting minutes and committee reports. If they desire further discussion on the topic, a board member can ask to have any item removed from the consent agenda and added to the regular agenda.


Family or board roles, history, and dynamics can affect how different members of the board communicate at meetings. Encourage open participation and honesty by modeling it. Include the foundation’s mission at the top of the agenda and recap the meeting’s achievements at the end.

Some foundations hire an outside facilitator to plan and run board meetings. They like having a neutral party at the table to keep discussions on track. You could hire a consultant, a skilled facilitation professional, or a colleague from another foundation. The key is to find someone who complements your board’s culture and working style.

Making Decisions

There are no hard and fast rules about how boards must make decisions. Your decision-making will come from your foundation’s culture and working style. Some common elements, though, will keep decision-making respectful and productive:

  • Base the decision-making process on the foundation’s shared values.
  • Uphold respectful conduct, even during disagreement.
  • Acknowledge that consensus may be preferable—but not more than honesty.

It helps to have procedures in place to handle issues that are difficult to resolve. Strategies include:

  • Listing the pros and cons of an issue on a flip chart.
  • Giving board members time (e.g., overnight or until a future meeting) to consider the list of pros and cons.
  • Providing an opportunity to vote after some period of consideration.

Follow-up & Assessment

After the meeting, follow-up with any promised action items, including sharing meeting outcomes with trustees who were absent. Asking board members to evaluate the meeting’s effectiveness can be a great way to gain insights for future planning. It also offers an opportunity for individuals to voice concerns that they couldn’t during the meeting. Do this by distributing a simple questionnaire at the end of the meeting.

You can use our Practical Board Self-Assessment, or you can create your own. Ask just a few questions, such as:

  • Did the materials you received in advance help you prepare?
  • Was the time used well?
  • Were disagreements handled well?
  • What would improve the meeting?
  • What would you like to see on the next agenda?

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