Board meeting procedures

Filed Under: About AIGA , governance

Board meetings

The board normally meets three times each year, in September/October, January/February and May/June. One meeting (usually the winter meeting) may be by telephone. Directors who, without valid reasons, do not attend two of the regular or special meetings of the board within any single year shall be expected to resign from office.

Meeting agenda

The board meeting agenda is developed by the president and executive director with input from board members. The standard sequence for most meeting agendas is:

  • Call to order
  • Approve meeting agenda
  • Approve minutes of last meeting
  • Financial business/reports
  • Committee reports, requests for discussion/action
  • Unfinished business
  • New business
  • Confirm next meeting date
  • Adjourn

Board meeting materials

A prerequisite to any productive meeting is that all of the participants are informed, in advance of the meeting, about the issues they will be dealing with at the meeting. Board members are requested to review all of the materials sent in advance and to fully participate in meeting discussions. 

Prior to each board meeting, meeting materials will be sent to each board member by email and posted in the aiga-boardresource wiki. The goal is to have these materials available two weeks before the board meeting. The materials include the agenda and background material on each agenda item. Board members have requested that the materials be simplified and accessible, consistent with the needs for responsible decision-making. Any board member who would like further information or discussion of an agenda item should contact the executive director, preferably several days before the meeting. The board materials that deal with major financial, strategy or policy issues will highlight the most important issues in a cover memo from the executive director.

Consent agenda

A formal vote can be avoided on routine matters where there is no opposition and no discussion is required. All consent agenda items are read and approved as one agenda item and are submitted by the executive committee, which will have considered and adopted them without dissent. If there is a question regarding any item, it can be removed from the consent agenda and placed in committee reports or new business as appropriate.

Discussion and action items

Each agenda item is described as an information or action item. The board meeting materials will include a discussion of the item and a recommended action.


As a matter of practice, board resolutions—statements of direction and policy—are kept to a minimum or are worded to be very specific. This avoids a legally binding body of board policies that have outlived their intent or relevance.

Meeting minutes

Minutes reflect official actions taken, not what was said at the meeting, and are sent to all board members prior to the next meeting. These very specific minutes are intended to document legally binding actions. Board direction should be articulated in a duly executed resolution rather than by expression by individual board members. Minutes are posted in a web workroom where they can be viewed by board members and chapter presidents.

Robert’s Rules of Order (brief summary)

A motion is a proposal that the entire board take action or a stand on an issue. The purpose of a motion is to introduce items to the board for their consideration. A motion cannot be made when any other motion is on the floor. Individual members can:

  • Make a motion.
  • Second motions.
  • Debate motions.
  • Vote on motions.

Making a motion

Make your motion clearly and concisely. State the motion affirmatively (“I move that we...” rather than, “I move that we do not...”). Another member will second your motion or the president will call for a second. If there is no second to your motion it is lost. 

The Chair states your motion: “It has been moved and seconded that we...”, thus placing your motion before the board for consideration and action. The board then either debates your motion, or may move directly to a vote.

Once your motion is presented to the board by the Chair, it becomes “assembly property”, and cannot be changed by you without the consent of the members.

Voting on a motion

The method of vote on any motion depends on the situation. The most common method used by the AIGA board is by voice. The Chair asks those in favor to say, “aye”, those opposed to say “no”. Any member may move for an exact count.