Q&A #98 – When should nonprofits hold their annual Board meeting?

Question: I am the new Executive Director of a nonprofit organization. I noticed that the timing of the annual meeting of the Board has been inconsistent and was even missed one year. When should the annual Board meeting be scheduled each year? Our Bylaws only say that the Board must meet at least once per year, but do not specify when.  

Answer: Nonprofit Boards are generally required to meet at least once per year. However, if the Bylaws do not specify when the annual Board meeting must take place, then the organization and its Board is free to decide the timing. In my experience, the question of when to hold the annual meeting should be based on three key considerations:  consistency, alignment with your organization’s governance and operational cycles, and efficiency. Applying these three factors will help to enhance the effectiveness and timing of the annual Board meeting.

Make consistency your number one objective. Add a scheduling procedure that requires the annual Board meeting to be conducted on the same general date and time each year. This will help ensure that the annual Board meeting is held on a regular consistent basis and is not subject to arbitrary and haphazard scheduling manipulation that could impact attendance, ethical conduct, and transparency.

Second, it is recommended to align the annual Board meeting with the governance and operational cycles of your organization. Annual Board meetings are often perceived as having a higher level of importance, and consequently attract extra attention of participants. Therefore, it is helpful to schedule the meeting to align with the election of officers, the beginning of new Board terms, and/or the start of a new fiscal year, to name a few examples. If your organization has a regular major annual event, such as an annual industry conference or trade show, educational symposium, “black-tie” gala fundraising event, or awards ceremony, you can also consider timing the annual Board meeting to piggy-back on the high energy and excitement levels surrounding these events.

A common misconception is that the annual Board meeting must coincide with the approval of the budget for the upcoming year or the review of financial statements for the most recently completed year. This is not a requirement or a best practice. Annual Board meetings will have both look-back  (oversight and approval) and look-forward (planning and strategy) responsibilities to consider, so it is better to not align the annual meeting to over-emphasize one of these responsibilities over the other . Rather, schedule the meeting in the way that best aligns with natural governance and major program patterns.

The final consideration should be efficiency. Consider the impact on staff preparation, potential conflicts with other programs and events, holidays, and even the weather. Holding an annual Board meeting during a time that is perceived as inconvenient will garner negative feelings and lower attendance. I once served on a nonprofit Board that held their annual meeting on the first Sunday in January. This meeting often conflicted with holiday travel plans of Board members and staff, causing anxiety and higher travel costs that were quite counterproductive and distracting.

Planning Tip – To raise awareness of annual Board meetings and encourage attendance, post a 5-year schedule of dates for annual Board meetings and include it in all regular Board communications. This is especially useful for national and international nonprofit organizations who hold their annual Board meetings in different locations each year. Excitement, attendance, and anticipation will all be increased.

It is a best practice and most often a compliance requirement to conduct an annual Board meeting, but there are generally no specific requirements as to when this meeting must be held. Review how your organization has scheduled its annual Board meeting in the past and consider changing the timing to enhance effectiveness and better meet the evolving needs of your organization.

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