Board Meeting Glossary of Terms

Board Meeting Terms and Phrases

The traditions and governance related to company boards and board meetings has its lexicon. We hope that our glossary of board related terms and acronyms will help newcomers with short, simple and understandable explanations.

If you have any questions or suggestions, please comment below and we will be glad to assist.

The end (or close) of a board meeting.

The meeting agenda is an outline of the topics for discussion at an upcoming meeting of the board of directors or for any meeting.

The agenda is shared with meeting attendees, ideally some time ahead of a planned meeting. This allows meeting members to have time to digest any supporting documents or to do research and thinking before the meeting

The meeting agenda can simply list topics for discussion in chronological order. More detailed agenda’s can include more details about the members selected to present a topic as well as time allocations for the item under discussion.

Attendance at meetings is tracked and reported on by means of a meeting attendance register. The attendance register becomes a legal document and is stored as part of the meeting records.

Most companies have a rule prescribing a minimum number of members required to be present at a meeting, for a meeting to be legally valid. This is called a quorum.

The regular gathering of the directors of an company or organization to discuss and decide on actions or strategies related to the running of the company or organisation is called a board meeting.

Normally such meetings are scheduled at regular intervals for as long as a year ahead. Meetings are organised and prepared for by the company secretary, who is responsible for assembling a document outlining all matters to be discussed during the meeting. This document is called the board pack. 

Board meetings are commonly managed by the company chairman although sometimes the company CEO will undertake this task.

The documentation and procedures relating to board meetings form part of the governance commitments of a corporation.

A group of individuals who are elected or appointed to govern and make decisions on behalf of a corporation or organisation.

The person who presides over the board meeting and is responsible for ensuring that the meeting runs smoothly.

Is a shortening that refers collectively to the directors of a company. Most of whom have a title having a 'C' as their first letter. For example: CEO, CFO and CIO.

A list of routine items that can be approved by the board without discussion.

A private meeting held by the board without the presence of non-board members.

Meeting minutes are a record of events, decisions and discussions that happened during a (board) meeting. 

Despite the obvious connection between the word 'minutes' and a recordal of the events of a meeting in minutes, the term does not derive from here. Rather, meeting minutes comes from the Latin for small notes, which is  'minuta scriptura'.

Items Relating to Meeting Minutes

Action Item

An action is a specific task assigned to a member or a group of members of a meeting. Typically action items arise from matters discussed during a meeting and arise as a result of these discussions.

An action item can be described as a entry describing Who is doing What by When.

A motion is a question/suggestion/proposal that is tabled for members of the board to discuss or debate. A motion can be voted on by a show of hands (verbal) or by written responses.

In some organisations, a motion needs to be seconded before it can be tabled.

Motions are carried when approved by a simple majority.

A board meeting that is open to the public.

Note that this concept is different to the BoardCloud Open Meeting, which refers to a BoardCloud meeting that is open to all members enrolled on a BoardCloud instance.

In law recordal refers to the process of recording events, conversations and decisions in order to make a permanent record.

A resolution is a motion that has been carried (passed) by the board of directors of a company at a properly convened board meeting. A motion that has passed leads to actions required to be taken by the board after the meeting.

A resolution is legally binding on the directors and is documented in the official meeting minutes.

A set of rules governing parliamentary procedures used in board meetings to ensure fairness and efficiency.

The authority given by a board member to another person to vote on their behalf at a board meeting.

The minimum number of board members who must be present at a board meeting to make the meeting valid and legally binding.

In the context of corporate board meetings, being "quorate" means that the meeting has a sufficient number of members present to make the proceedings valid and legally binding. The term is derived from the Latin word "quorum," which means "of whom" or "the number of persons".

To conduct official business, many organizations, including corporate boards, set a minimum number or a percentage of members that must be present at a meeting for decisions to be considered valid. This minimum number is often specified in the organization's Memorandum of Association or in its governing documents. If the meeting does not have the required quorum, it may not have the authority to make decisions or take official actions.

When a board member agrees to support a motion put forward by another board member, they 'second the motion'. This is typically required any motion that is brought before the board.

A decision made by the board, typically by a show of hands or by a formal vote.

Votes are not exactly the same as resolutions, because a resolution represents a formal board decision, which has to be recorded in the meeting minutes.

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