The Board Meeting That Moved Twice

The critical path is the venue and the hybrid link, because without them the meeting cannot proceed at all. My order would be:

1. Secure Room C and the portable video unit. Ask IT for the unit before Wednesday 5 pm; if it cannot be delivered, ask facilities to reopen Room B after 12:00 or find a third room. Confirm in writing to facilities and IT. Room C seats seven, and with three remote attendees the six in-room directors fit - but only if the video unit works.
2. Notify all directors of the room change and the revised joining instructions on Tuesday, not Thursday morning. Include a dial-in fallback and ask remote directors to test the link 15 minutes early.
3. Resolve the quorum question with the chair or governance adviser before the meeting (see next task).
4. Adjust catering by Wednesday noon to the confirmed in-room count, not the original twelve. Over-ordering is a minor cost; under-ordering in front of the board is avoidable embarrassment.
5. Prepare the minutes dispute for the first agenda item so approval is not rushed at the end.

The logic is that room, link and quorum are dependencies; catering, papers and agenda are adjustable. Handling them in the reverse order would waste Wednesday on low-risk items while the meeting itself remained unsecured.

Do not count heads on the assumption that everyone registered is eligible. Three separate questions must be answered:

• Eligibility: if the director's term expired last month and she has not been reappointed, she may not count toward quorum or vote, even though she is on the distribution list. Ask the chair or governance adviser to confirm her status in writing. If she is ineligible, the board has eight eligible members and still needs six.
• Remote participation: check the board's rules on whether remote attendance counts toward quorum and voting. Many boards allow it, but some require physical presence for a budget vote. Do not assume; the chair's statement that the vote 'must happen Thursday' does not override the rules.
• Arithmetic: with nine members, six in-room plus three remote would comfortably meet a quorum of six. If one member is ineligible and one remote link fails, the count may fall to six or below, so have a backup dial-in and ask each remote director to confirm attendance beforehand.

If quorum is not met, the chair can adjourn or hold an information session, but a binding vote should not be taken. Brief the chair before the meeting with the confirmed eligibility and attendance count so the issue is settled privately, not from the chair.

For the late item, the chair decides whether to accept it, but you should advise on process. CEO travel expenses can carry a conflict-of-interest risk for directors, so the item needs supporting papers and a clear statement of what is being decided. If the board's rules require notice for agenda items, the item can be discussed but the vote deferred to the next meeting; rushing a vote without papers undermines the decision. Ask the requesting director for a one-page brief by Wednesday afternoon, circulate it, and propose that the chair rule on urgency at the start.

For the minutes, put approval first on the agenda while attention is fresh. The dispute concerns an attendance record, so prepare the original sign-in sheet, the draft minutes and any correspondence, and let the board correct the record rather than you altering it quietly. Minutes should record what was decided and any correction, not a rewritten version that hides the disagreement. If approval is deferred again, note that in the new minutes and keep the draft under version control.

Finally, send a short pre-meeting briefing to the chair covering room, link, quorum count, late item, minutes dispute and catering. One page, factual, no surprises.