The board chair also needs to spend some time reviewing the final agenda and thinking through how much time to allocate to each portion of the agenda. The secretary holds the responsibility for distributing a final copy of the agenda to all pertinent parties well in advance of the meeting. Final Agenda Review and Preparing for the Meeting New or late-breaking developments can require a change to the agenda, so the board chair will want to ask the board if they accept the agenda as written, or if they need any additional items. At the onset of the meeting, the first topic should be to review and modify the agenda as needed. It also helps the board chair manage discussions that veer off track or get out of control. Taking this step helps the board chair keep the meeting time within a reasonable limit. The board chair gets the challenging task of estimating the amount of time that each agenda item will take. When the vote is taken on the item, it's complete and the chair is ready to move on to the next item. For example, the chair may allow 10 minutes for fact gathering, 15 minutes for discussion and 10 minutes to come to a consensus for decision-making. For action items that may require much discussion, the board chair may set some time limits before the discussion ensues. Posing agenda items as questions also aids the board chair. The Board Chair Uses the Agenda as a Tool for Managing Time By listing the item as 'Should we limit board director terms to two consecutive terms?' the board members will come to the meeting prepared to discuss the item and whether they are in favor of it or against it, and support it with their reasons. If the board secretary listed 'term limits' as an agenda item, it doesn't make it clear to the rest of the board members whether it's an information item or an action item. For example, let's say that a board agreed to discuss the notion of limiting board directors to two consecutive terms. Action items should be posed as questions. Experienced secretaries know that there's a little trick to wording agenda items to help streamline the agenda. Examples of information items are financial reports, executive summaries, committee reports, audit reports, and anything else of an informative nature. They are intended to provide information to the board. They will either be information items or action items. All items on the agenda should fall into one of two categories. After a consultation with the board chair, the secretary adds new items to unfinished items from the previous agenda. Board chairs must be accountable and explain their reasoning when deciding not to add items to the agenda when requested by board members at-large. When a board chair repeatedly denies requests for agenda items from the same board member, it can hurt the dynamics of the board. It's important to add a note of caution here. The board secretary also usually puts out a request to the rest of the board for any items they'd like the chair to consider adding to the agenda, along with their reasons for the request. The board chair and the secretary consult with management about any follow-ups from the previous meeting and any new or emerging items for discussion. The old agenda and the previous board minutes are the place to start when developing a new agenda. The secretary records actions and decisions. When developing the agenda, it helps to think about the agenda items in terms of how the secretary records minutes of the meeting. Boards have much to accomplish in a short period of time. The agenda is the board chair's best friend because the agenda prioritizes discussion items, limits the amount of time for discussion, and helps the board chair keep things on track and moving. A well-developed agenda can accommodate small and large boards equally. For example, a small start-up company may only need an hour or two for a board meeting, whereas large corporations may meet for one to three days. The premise behind the design of a board agenda is to set up the meeting so that the board has time to conduct its routine business, and also allow time to address new business and urgent matters.
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