Great board meetings are achievable. Following a few legal requirements plus tried-and-true strategies can create an environment and a process for efficient, enjoyable foundation board meetings.

Legal requirements

For incorporated foundations, different states have different legal requirements for notice, quorum, voting and frequency of meetings.

Requirements for meeting minutes are more standard across the nation. Documenting minutes at each meeting is required for incorporated foundations (and sometimes for foundations created as a trust; refer to your trust document). These minutes are 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 of the minutes and record as much information as necessary to provide context and clarity. Avoid lengthy details that may discourage board members from speaking freely.


Advance preparation

Agendas can be detailed or broad brushstrokes, but they always help organize the flow of the meeting and keep the meeting on time and everyone on target. A good agenda also contributes to the discussion itself, keeping the topics coherent and interesting. An agenda can clarify when the board is being asked to advise and when it needs to give—or withhold—approval.


Good communication is a critical skill for board members, yet it does not always come easily. At times, family or board roles, history, or dynamics can hinder how a board member communicates at meetings.

Decision-making process

There are no hard and fast rules about how boards must make decisions, as decision making will be based on 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. For example, if respect is a key value, 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 the board to table discussions so that members can negotiate agreements.
  • Uphold respectful conduct, even during disagreement.
  • Acknowledge that consensus may be preferable—but not more than honesty.

Follow-up and assessment

After the meeting, be sure to follow-up with any promised action items, including sharing the meeting outcomes with members who were unable to participate.

Read the full article about governance basics at Exponent Philanthropy.