For private foundations, the annual board meeting is an opportunity to pause, reflect, and make thoughtful decisions about the year ahead. A well-planned annual meeting ensures that board members fulfill their legal responsibilities, reinforce the foundation’s mission, and engage meaningfully in its work.

While nonprofits across sectors share common governance practices, private foundations have unique considerations: IRS minimum distribution requirements, strict prohibitions on self-dealing and related actions, and often, the involvement of multiple generations within the board.

This guide provides an overview of what matters most when planning and leading an effective annual board meeting for private foundations.

Preparing for the annual board meeting

A productive annual board meeting begins with careful preparation:

• Schedule the meeting in advance. Meeting frequency, notice periods, and quorum requirements should follow the foundation’s bylaws.
• Share materials early. The agenda, financial information, grant summaries, and any proposed resolutions should be distributed at least one week before the meeting.
• Confirm participants and quorum. Whether meeting in person or remotely, ensure attendance satisfies quorum rules for official decision-making.

Providing materials early allows directors to review key information and arrive prepared to participate in meaningful discussion.

Also, note that foundations are typically permitted to execute a unanimous written consent in lieu of an annual meeting. Check your bylaws and relevant state law. However, foundations may benefit from the discussion, learning, and generational involvement that can occur at an in-person or virtual meeting.

Key focus areas for the meeting

While every foundation is unique, most annual board meetings for private foundations include the following essential items:

Governance responsibilities

• Elect or reappoint board members and officers as required by the foundation’s bylaws.
• Complete annual conflict-of-interest disclosures, documented each year to help ensure the foundation’s activities are conducted with integrity and in the best interest of its mission and beneficiaries.
• Confirm legal and fiduciary compliance, including with the 5% minimum distribution requirement, self-dealing prohibitions, additional excise tax-related rules, and required federal and state registration and reporting requirements (e.g., IRS Form 990-PF).
• Conduct a board self-assessment. Reflect on board effectiveness, engagement, and areas for improvement.

Grantmaking and program review

• Evaluate grantmaking outcomes and impact. Review the results and effectiveness of grants from the past year, discuss lessons learned, and consider feedback from grantees and partners.
• Confirm alignment with the foundation’s focus areas. Revisit giving priorities and adjust as needed.
• Review and approve grants for the upcoming year, to the extent possible. Discuss proposed grants, confirm alignment with the foundation’s mission and priorities, and formally approve all grants that are ready for board action. (Additional grants may be identified and approved after the annual meeting, such as to meet the foundation’s minimum distribution requirement. All approvals should be documented.)

Financial oversight

• Review financial and investment performance. Directors should review year-end financials, portfolio performance, investment managers, and payout planning to ensure alignment with IRS requirements and the foundation’s long-term goals.
• Approve the annual budget. This includes both grantmaking plans and administrative expenses.

Policy and risk management

• Review plans and policies on a rotating schedule. This may include investment policies, grantmaking policies, and risk management policies (e.g., conflict of interest, whistleblower, and document retention).
• Confirm D&O insurance coverage and legal protections. Foundations should periodically review risk safeguards.

Executive director evaluation (if applicable)

• Review leadership performance. If the foundation has an executive director, the board should conduct an annual evaluation of their performance and set goals for the year ahead.

Goal setting

• Confirm strategic goals related to giving areas, investments, and partnerships. Set governance and leadership goals (e.g., family engagement and succession planning). Assign responsibilities and document action items for accountability.

Engaging the board and family members

An effective annual meeting also fosters board engagement. Best practices include:

• Start with mission. A grantee story, site visit update, or personal family reflection helps reconnect the board to the foundation’s purpose.
• Encourage participation. Build time for open discussion and invite perspectives from all participants, especially younger family members.
• Assign roles for next generation members. Site visits, learning projects, or subcommittee participation offer meaningful ways to involve future leaders.
• Provide learning opportunities. Consider adding an educational segment, such as a guest speaker or grantee presentation, to deepen the board’s understanding of its work and the issues the foundation supports.

Documenting the meeting

It is essential to:

• Accurately record meeting minutes. Minutes should capture all formal board actions, including elections, financial decisions, policy updates, and grant approvals.
• Maintain records securely. Minutes, financial reports, conflict disclosures, and other board materials should be stored according to the foundation’s document retention policy.

Looking ahead

Private foundations that consistently plan and structure their annual meetings around both good governance requirements and mission-centered discussions are well positioned to sustain long-term impact. The most effective boards use this time to balance oversight with learning and to ensure all voices are heard – including the next generation of family leaders.

If you would like assistance preparing for your next annual board meeting, BBH’s Philanthropic Advisory team can help – from agenda planning to meeting facilitation.