A board meeting agenda runs in this order: call to order and quorum, conflict of interest declarations, a consent agenda for routine approvals, the CEO or executive director report, the financial report, items for decision and discussion, and executive session. Each item gets an owner, a time and a label (for decision, for discussion or for information), and decision items show the exact motion the board will be asked to pass. Send it with the board packet so directors read the reports before the meeting instead of during it.
Looking for the consent agenda format, or how to record one in the minutes? The consent agenda guide has the chair's script, three sets of real minutes and an entry you can copy.
| Item | Owner | Time | What we need to leave with |
|---|---|---|---|
| Call to order, quorum, conflicts | Chair | 5 min | Quorum confirmed, any conflicts noted |
| Consent agenda: last minutes and routine approvals | Chair | 5 min | One vote, or items pulled for discussion |
| Owner or CEO update: what changed since last quarter | CEO | 15 min | Questions answered, the help the CEO needs named |
| Financials: results vs budget, cash, loan covenants | CFO or bookkeeper | 15 min | Everyone understands the cash position |
| For decision: | 20 min | A vote on the written motion, or what is needed to vote next time | |
| Outside directors only | Chair | 10 min | Any feedback for the CEO, delivered by the chair |
| Action items and next meeting date | Secretary | 5 min | One owner and a date for each item |
Approved together with one motion. Any director may ask to remove an item for separate discussion before the vote.
| Item | Owner | Time | What we need to leave with |
|---|---|---|---|
| 1. Call to order and quorum | Chair | Quorum confirmed | |
| 2. Conflict of interest declarations | Chair | Conflicts recorded, recusals noted by item | |
| 3. Approval of consent agenda | Chair | Approved, or items moved to the regular agenda | |
| 4. CEO / executive director report (in packet) | CEO or ED | Questions answered, input management asked for | |
| 5. Financial report | CFO or treasurer | Variances explained, report accepted | |
| 6. Committee reports that need discussion | Committee chairs | ||
| 7. For decision: [proposed motion] | A vote, with the result recorded | ||
| 8. For discussion: [question for the board] | Direction for management, no vote | ||
| 9. Executive session (directors only) | Chair | Any action taken recorded separately | |
| 10. Adjournment | Chair | Next meeting date confirmed |
Approved together with one motion. Any director may ask to remove an item for separate discussion before the vote.
| Item | Owner | Time | What we need to leave with |
|---|---|---|---|
| 1. Call to order and quorum | Helen Marsh | 1:00 to 1:03 | Quorum confirmed |
| 2. Conflict of interest declarations. Known: Paul Grady sits on Summit Ridge Bank's advisory council (item 7) | Helen Marsh | 1:03 to 1:05 | Paul's conflict recorded, recusal from item 7 noted |
| 3. Approval of consent agenda | Helen Marsh | 1:05 to 1:10 | One vote, unless a director pulls the insurance renewal to ask about the price increase |
| 4. CEO report (Tab 2). Main question: should we bid on the Lindqvist pump housing contract? | Marcus Bell | 1:10 to 1:40 | Board view on the bid before the December 4 deadline |
| 5. Q3 financial report (Tab 3) | David Cho | 1:40 to 2:05 | Explanation of the gross margin drop from 31% to 25%, report accepted |
| 6. Compensation committee: 2027 bonus plan draft (Tab 5) | Ana Ruiz | 2:05 to 2:20 | Comments to the committee. Vote planned for February |
| 7. For decision: approve a $750,000 revolving line of credit with Summit Ridge Bank on the terms in Tab 6 | David Cho | 2:20 to 2:40 | A vote on the resolution, with Paul Grady recused |
| 8. For discussion: add a second shift at the Dayton plant in 2027, or outsource overflow work? | Marcus Bell | 2:40 to 3:20 | Which option management should cost out for February |
| 9. Executive session (directors only) | Helen Marsh | 3:20 to 3:50 | Any action recorded in separate executive session minutes |
| 10. Adjournment | Helen Marsh | 3:50 | Next meeting date. February 11, 2027 is proposed but not yet confirmed with Ana |