Demystifying Board of Trustees Meetings

There’s a palpable tension in the air at seemingly random times during the year. Weeding, pruning, mowing and edging the grounds around certain buildings occurs with a seldom-seen urgency and fury. Worn and dirty surfaces, ill-closing doors, flickering lights, and other long-complained-about items are finally addressed. (Everyone thinks, “They finally listened to me!”) Cabinet members cancel meetings and answer queries sharply.

And early on a misty Friday morning, a campus catering truck parks outside the administration building. At about 8 a.m., unfamiliar individuals in business attire walk through campus—some with purposeful gaits, others looking at their cellphones and bumping into students. A few poor, confused souls ask for directions. Now everything makes sense—it is time for a Board of Trustees meeting.

Although there are numerous variations, the following outlines the flow and content of many board meetings. At the end, there’s bonus material—things that may or may not have happened at a board meeting.

Board meetings take place on one day or over two that often curiously coincide with athletic events featuring major rivals (quelle surprise!).

For each session, board members receive materials in advance, including the meeting agenda, drafts of documents to be discussed or voted upon, background materials to support critical discussions, and reports from the president and cabinet members. While what happens behind (mostly) closed doors may seem mysterious, board meetings are primarily proscribed in format and content, dictated by official bylaws or by state code, and conducted according to Robert’s Rules of Order.

At private institutions, meetings are attended by board members, the president, selected cabinet members and occasionally guests who may be providing a special presentation. At public institutions, the meeting is open to the public. Still, members of the public may only speak to the board at a particular point in the agenda, for a specific duration of time and by formal request, dependent on official rules varying by state.

The agenda’s format does not vary from meeting to meeting. The board chair decides the topics in concert with the board’s executive committee and the institution’s president or chancellor. The board’s bylaws or state code dictate the inclusion of some items, such as voting on new members and budgets at certain times of the year.

The board’s chair facilitates each meeting by following the agenda without change or amendment unless by vote. Although board meeting protocols may vary by institution and state, the order of business typically includes:

1. A welcome, acknowledgment of guests (if applicable) and approval of the minutes from the previous meeting.

2. For public institutions, a period of public comment. Issues brought to the fore tend to focus on student conduct (overwhelmingly bad and on weekends), requests to allow more students to live off campus so that private companies can build rental properties, parking, crime, plans for expanding campus, campus construction, cost to attend the institution and other matters citizens wish the board to address. The tenor unpredictably ranges from civil and cordial to furious and unhinged.

3. New business, including:

1. Board committee reports (as necessary)
2. Cabinet member presentations (The focus is primarily on finance, enrollment, fundraising, facilities and academics. Sometimes reports on marketing, information technology, athletics, government relations and diversity initiatives are provided.)
3. The introduction of drafted policies, plans, budgets, goals and other items requiring board approval dictated by bylaws, policy or code.
4. Reports or presentations requested by the board. Topics might include issues related to compensation, student health, the curriculum, new programs and noteworthy achievements.
5. President’s Report

Each president has their own style and preferences for reporting, but typically presentations take one of three approaches—

The Tony Robbins: A high-level, inspirational report providing concrete examples of the institution’s mission and direction.

The Jedi Mind Trick: It’s all fine; nothing to see. All the problems the institution faces are due to external factors, and it’s nothing to do with the president.

The Great and Powerful Oz: The president is so in control, they’re out of control. The report contains officious explanations, endless lists and overwhelming details. No one can tell what’s going on.

4. Old business, including:

1. Follow-up reports on board questions and requests for information from previous meetings.
2. Reports regarding ongoing projects, plans and initiatives.
3. Voting on policies, budgets, plans and other items requiring board approval dictated by bylaws, policy or code.

5. Executive session

Not every meeting has an executive session. The need for an executive session is often identified in advance of the meeting. Suppose there are confidential or sensitive items to be discussed. In that case, the board chair will call for a motion to temporarily pause the meeting to adjourn for a confidential conference with board members, called an executive session. Once the motion is made and seconded, the chair calls for a vote. The board meeting is closed to the public, guests and employees if accepted. The president and selected cabinet members may be invited to join the executive session if their input is necessary for the board’s discussion.

Topics may include high-level personnel matters (such as the president’s hiring, evaluation, contract or termination), issues involving law enforcement, issues that may become litigious, pending or current litigation or investigations, or other matters that require confidentiality by law and best practice.

6. Other business

7. Adjournment and notice of next meeting.

The chair asks the trustees if there is any other business. If there is no additional business, the chair calls for the meeting to end by seeking a motion, a second and a vote. The chair formally calls for adjournment and notifies the members of the next meeting’s date, time and location.

“Civil,” “uneventful” and “routine” typically describe the tenor of many, but not all, Board of Trustees meetings. Very heated and emotional discussions sometimes ensue during meetings and often occur during executive sessions. Issues that spark contentious conversation include satisfaction with the administration’s transparency, preparations and attention to important matters; the institution’s stature, budget and enrollment status; and risk management. Also, board members really don’t like when they get complaints from their friends and alumni peers, and they loathe bad press.

10 Things That May or May Not Have Happened at a Board Meeting

1. The board chair demands an enormous American flag be projected on a boardroom wall and requires members to stand, place their right hand on their heart and recite the Pledge of Allegiance at the beginning of each meeting.
2. A board member vocally, repeatedly and without irony insists Bojangles sausage biscuits be included in the breakfast buffet for every meeting.
3. During a presentation, the vice president of administration and finance announces that she has 37 indoor cats at home and notes the care of an untold number of feral cats outdoors.
4. A board member asks the vice president of enrollment why he learned about declining enrollment in the student newspaper alongside an article titled “The ugly truth about dining hall coleslaw” rather than from her report.
5. The internal auditor reports that after investigation, she can confirm that items purchased from dragqueenshoes.com and Priscilla’s: Where Fun and Fantasy Meet were legitimate expenses for dramatic productions.
6. Board members text each other “37 cats!!!” repeatedly after the VPAF’s disclosure and at subsequent meetings when the VPAF makes a presentation.
7. At each board meeting, the president ends her PowerPoint presentation with a slide titled “accolades” that lists her own accomplishments.
8. The provost hovers over the shrimp cocktail bowl at the evening reception and nervously gobbles down plate after plate of said shrimp (clocked time: 45 minutes).
9. Board members whisper about who brought the Blanton’s bourbon and who will pick up some food from In-N-Out Burger to take it back to the campus-run B&B (cites offending shrimp cocktail situation).
10. Following a board meeting, housekeeping personnel report that an item of a personal and intimate nature (speculated to have been purchased at Priscilla’s) was left in a bed at the campus-run B&B. After discussion, it is determined the item should not be returned nor its discovery mentioned to the board member–owner.