A Field Guide to the Boardroom: Your First (or Fifteenth) Meeting Glossary
From foundational documents to meeting mechanics, this lexicon will help you navigate your role with confidence.
Your first board meeting can feel like you’re on another planet with new structures, language, and tools.
Our glossary has you covered, from the organization’s creating documents to its decision-making processes. If you are joining your first nonprofit board or stepping into a new role, this lexicon can help you decode the words used during a meeting so you can be a more effective member.
This guide will take you through the terms that define a board’s structure, language, and tools of the trade.
Part 1: The Foundation & Guiding Principles
These are your board’s creating documents and legal obligations.
Articles of Incorporation: This is the organization’s legal birth certificate. It is a form filed with the state to create the existence of the organization. This form contains foundational elements such as the name and purpose of the organization.
Bylaws: The rulebook that governs how the organization operates. The bylaws should lay out the structure of the board and its operations, including the number of board members, term limits, frequency of meetings, committees, and responsibilities of officers.
Fiduciary Duty: The legal and ethical obligation board members have to act in the best interest of the organization. There are three fiduciary duties:
Duty of Care: The amount of effort a prudent person would use in a similar situation.
Duty of Loyalty: Board members put the organization first and avoid conflicts of interest.
Duty of Obedience: Requires board members to ensure the organization is always adhering to its mission and that all applicable laws and regulations are followed.
Governance: The strategic oversight of the organization. This is the “what” and “why” provided by the board. The day-to-day “how” is management, which is the work of staff.
Term Limit: The number of years a board member serves before rotating off the board. This brings in new perspectives and ensures healthy turnover.
Part 2: The People & Their Roles
This section focuses on the organization’s board structure and member roles.
Board Officers: Members with leadership responsibilities specified in the bylaws. Common roles include:
Chair/President: Leads the board meetings, often serves as the main liaison to the CEO, and is the public face of the organization.
Vice Chair/Vice President: The backup to the board chair, taking on responsibilities when the chair is unavailable.
Treasurer: In charge of the organization’s financial health, which often includes financial reports and the budget.
Secretary: Maintains official meeting minutes and other corporate records.
Standing Committee: A permanent committee with ongoing responsibilities (versus ad hoc committees, which are temporary). Common examples include:
Finance Committee: Oversees financial planning, budgeting, and audits. Reviews financial statements and provides advice on fiscal matters.
Executive Committee: A smaller committee (often the officers) with the authority to act on behalf of the full board between meetings.
Governance Committee: Focuses on board recruitment, development, and evaluation. Typically responsible for board orientation and CEO succession planning.
Ad Hoc Committee: A temporary committee formed for a specific, short-term task, such as a fundraising gala or CEO search. It dissolves when its work is complete.
Board Development: The ongoing process of recruiting, training, and retaining strong board members.
Conflict of Interest Disclosure: A form or process that allows the organization to be transparent and for board members to show they have no personal or financial conflicts when making decisions.
Part 3: The Meeting in Action
These terms and procedures focus on a board meeting itself and how the board makes decisions.
Quorum: The minimum number of board members required to be present for legal business to occur. This number should be in the bylaws.
Agenda: The official list of items to discuss and act upon at a meeting. An agenda is typically sent in advance to allow people to prepare.
Robert’s Rules of Order: The most common parliamentary system used to keep meetings running fairly and efficiently. It provides a structured format to introduce, discuss, and vote on items.
Motion: A formal proposal from a member to the board to take a specific action. A motion must be seconded to be considered for debate or a vote.
Consent Agenda: A meeting efficiency tool that combines routine, non-controversial items (like approving previous minutes) into a single vote without discussion.
Public Session (or Open Session): The portion of a board meeting that is open to non-board members, such as staff, stakeholders, or the general public. This is the default mode for boards committed to transparency.
Executive Session (or Closed Session): A confidential portion of a board meeting where only board members (and sometimes specific guests like the CEO or legal counsel) are present. Boards enter executive session to discuss sensitive topics such as personnel issues, pending litigation, or real estate negotiations. Any formal decisions or votes must typically be made and recorded once the board returns to public session.
Resolution: The board’s formal, written decision on a specific matter. Often used for major actions, such as approving the annual budget or adopting policies.
Minutes: The official record of what happened in a board meeting. This captures key discussion points, decisions, and the results of votes. Minutes are legal documents.
Board Book / Packet: The set of materials distributed to members before a meeting. This usually includes the agenda, reports, previous meeting minutes, and any key documents for discussion.
Part 4: The Tools of Oversight
These are the elements that make up the information dashboard the board uses for oversight and decision-making.
Dashboard: A curated, visual snapshot of key performance indicators (KPIs) that allows you to see the overall health of the organization at a glance. A good dashboard will connect the mission to measurable metrics, including financial information, program impact, audience engagement, DEI achievements, or fundraising results.
Strategic Plan Alignment: The connection between board discussion and the organization’s strategic plan.
Board Evaluation: An annual review of the board’s effectiveness, structure, and composition, designed to ensure the board remains both strategic and functional.
Part 5: Board Dynamics & Accountability
There’s more to a board than bylaws and dashboards. Effective boards also rely on trust, clear expectations, and shared accountability.
Conflict of Interest Policy: Outlines what a conflict of interest is, how it must be disclosed, and the procedures for addressing it.
Executive Director Evaluation: The process the board uses to evaluate the CEO’s performance and ensure alignment with strategic and mission-focused goals.
Board–Staff Line: The separation between governance (the board’s work) and management (the staff’s work). Board members provide guidance and accountability to the organization but do not direct staff.
Board Retreat: An extended off-site meeting used for strategy, team building, and reflection, typically held outside of regular board meeting cycles.
What key terms did I miss? Is there a piece of boardroom jargon you wish you’d known on day one?
And if you found this glossary helpful, please share it with a fellow board member or a leader who is new to working with a board.