Regular meetings provide the chief venue for board members to review the organization’s financial situation and program activities, establish and monitor compliance with key organizational policies and procedures, and address issues that affect the organization’s ability to fulfill its charitable mission.

Charitable organizations should ensure that their governing documents satisfy legal requirements in establishing rules for board activities, such as quorum requirements and methods for notifying board members about meetings. The board should establish and implement an attendance policy that requires board members to attend meetings regularly. Given the time and expense involved in traveling to meetings, some boards may choose to
conduct their business through conference calls or forms of online communication that permit members to hear and be heard by all other participants. In such cases, the organization’s governing documents should specify that such alternative methods of holding meetings are permitted.

• Meeting frequency should be based on the needs of the organization. Each board should determine its own meeting frequency.
• The optimal number of meetings changes during the different phases of the organization’s and board’s life cycle. 
• Having committees and task forces is an effective way for boards to function more efficiently and prepare for full board meetings.

• State laws determine the minimum number of meetings a nonprofit must conduct annually.
• State laws define the minimum quorum requirements. The board may be stricter about its own requirements. 
• State laws regulate whether board meetings can take place without all members being in the same room at the same time. Many states do not allow electronic voting in board meetings. 
• A quorum must be present before any board business can be transacted. 
• If the board has an executive committee, that committee’s decisions should be reported to the full board in its next board meeting. 
• State sunshine laws define who must follow the open meeting regulations and the procedure for doing so. 
• IRS Form 990 inquires whether board meetings and committee meetings acting on behalf of the governing body are documented.

The Revised Model Nonprofit Corporation Act and many state laws stipulate that the rules regarding meetings of the board, including their frequency, should be established in the bylaws of the organization. Most state laws allow a charitable organization to stipulate meeting quorum requirements, that is, the number of board members who must be present before the meeting begins, in its governing documents. In the absence of such stipulations in the governing documents, state laws generally require that organizations hold at least one annual meeting with a majority of board embers present.

1. Most organizations define their own requirements related to meetings and notifying board members about meetings in their bylaws. Do we know what these bylaw requirements are, and are we following these requirements?
2. Is the length and frequency of meetings presently adequate for our board to fulfill our basic governance and oversight responsibilities as well as allowing time for strategic thinking and adequate discussion of issues? 
3. New technology provides new ways of communicating as alternatives to holding face-to-face meetings. Have we considered the benefits of using technology to facilitate the work of our board? Have we modified our governing documents and checked applicable state laws to address any legal issues associated with meeting by teleconference or voting electronically? 
4. Committees are often formed to facilitate the work of the board. If our board uses a committee structure:
   

• Do we periodically review the performance of our committees and assess how well this structure is working? 
• Have we built provisions into our bylaws to safeguard against the abuse of power? Specifically, the bylaws should clarify the limits to authority for the executive committee.
  
• Are we following the letter of “the law” as well as maintaining good governance practices in our use of committees?

18 Review of Governing Documents