Starboard’s Blog

As the “new guy” on a few boards in recent years, I’ve come to greatly appreciate those boards that put name cards in front of each board member at every meeting (or have board members wear name tags).  Too often the assumption is that “we all know everyone here,” but it isn’t always just the new people who benefit from name cards or name tags.  Rare is the board where board members have ongoing relationships or frequent contact between meetings with their fellow board members. Seeing fellow board members once a quarter, or even once a month, can leave those of us with short memories searching the recesses of our minds for a name. 

Name cards and name tags may seem like an unnecessary formality, but you can be sure it will mean a great deal to your newest board members, to staff and guests who come in for presentations, and to those who just struggle a bit with names.

One of the most vexing problems for almost any nonprofit board is how to deal with those board members who are on the board but never show-up for meetings. While I’ve witnessed lots of humorous exchanges about these board members, the fact is that there is really nothing funny here. Board members who don’t show-up suggest to others that they are working from a different set of expectations, that board service for your organization is not a serious commitment, and that your bylaws probably aren’t being followed. Perhaps most troubling is that these individuals are occupying a seat (though not physically!) that could be better filled by someone who could make a real contribution. 

What brings this tirade to mind is an exchange I had with a client today about their bylaws and dealing with absences. In this case, I thought their bylaws really worked quite well. Take a look: 

Section 7.        Absence.  Any officer or Director who is absent from two consecutive meetings or three nonconsecutive regular meetings of the Board of Directors during any twelve consecutive month period shall be deemed to have resigned from his or her position as officer or director.

While the number of meetings could easily be adjusted to better fit your board, I think the concept is a good one. Too often bylaws are structured to activate a process where the board must vote to kick the board member off the board after the absence threshold has been met.  This rarely happens. Here, it happens automatically. If the board wants to keep the person on, they can discuss it and vote to “reject” the resignation. That is certainly a more positive discussion. 

The topic of dealing with absentee board members could fill several blog postings (if not a book), but I would suggest that you consider adding wording like the above to your bylaws and that you make sure every board member is well aware of the commitment involved before they join the board. I also encourage you to put some thought into how you communicate with board members who miss meetings before they get to this point. A little bit of communication early-on can head off a lot of frustration and difficult conversations later. 

I would love to hear your own thoughts on any successes you’ve had in dealing with absentee board members.

As I work with my nonprofit clients, it is always interesting for me to see how different organizations handle the issue of involving staff members in their board meetings. While some executive directors never invite staff to the meetings, others have certain staff members attend every meeting.  You might guess that I’m going to suggest that there is a middle ground worth considering. 

Board members want to meet the staff, and most of your staff will value the opportunity to interact with board members.  I think something is lost, however, when it becomes standard operating procedure for some or all staff members to attend every board meeting.  First, keep in mind just how busy your staff is, what their time is worth to you, and, perhaps, how little really important work gets done at your board meetings.  Be strategic.  When the board is talking about strategic direction, involve your staff leaders.  When the board is talking about a topic that is likely to require a fair amount of background information or expertise you don’t have, get the appropriate staff member to attend.  If you are reporting on a successful project or introducing a new program, involve the lead staff person and give him or her lots of credit. 

An executive director who doesn’t involve staff in board meetings can appear insecure or might be inadvertently suggesting that staff just isn’t very capable.  Think of staff attendance at board meetings as a chance to show-off your skills in hiring, delegating, and bringing good staff along, and always be aware of the professional learning opportunity you are providing to your staff. You could be preparing a future executive director, helping him or her hone essential presentation skills, and providing the confidence boost that so many good people need and deserve.

I’m always looking for tools that will make life a little easier. One of the free on-line tools I recommend all the time is Meeting Wizard.  It is an easy to use on-line tool to help you simplify the process of setting-up meetings among groups of people. So if you are trying to pick a date for a committee meeting, go to www.meetingwizard.com, simply select a group of dates that work for you, plug-in the e-mail addresses of the committee, and send it out.  In short order, you’ll be able to see which dates work best for the majority of your committee (no matter what method you use, it is unlikely that you’ll get a 100% response or full attendance).  I may be making it sound easier than it is, but I encourage you to give it a try. 

I don’t have a stake in the company or any reason to promote the service other than to say that it has worked for me.  Click here to take a look.

If you’ve found other meeting software that has eased the challenge of scheduling groups, it would be great to hear about it!

One of the standard strategies facilitators use at the start of sessions is to involve the participants in setting “ground rules” for the session, the day, or for ongoing work together.  While I often dispense with this step (in favor of a streamlined set of ground rules that I set), I’m also sensitive to the reality that some boards of directors can really benefit from developing a set of “operating principles” for how they work together.

Different from the kinds of ground rules set for a retreat (use our “indoor voices,” every idea is a good idea, turn off your phones, etc.), “operating principles” help a board determine how you will treat one another and operate as a board or committee.  This can include a list of values, a code of conduct for meetings, agreement as to how you will communicate with one another, and so on. It is an opportunity to say, “this is important to me,” and “this is important to us.”There are many ways to approach the development of operating principles with your board, but any discussion should probably include a few key questions:

Whenever you go to a conference, a workshop, or a training session, you’ll undoubtedly be asked to fill-out an evaluation form. Good presenters and meeting organizers use this input to determine what worked, adjust what didn’t, and try to do better the next time. It is such a simple concept, but why don’t we do the same thing at the end of board meetings?

Doesn’t it make sense to ask the participants on a board meeting what went well and what didn’t? If we want to engage our board members in meaningful discussions (or just get them to attend meetings), we should be constantly evaluating and looking for ways to improve how we operate.

The meeting evaluation I pass along to people was originally developed by the governance committee of the United Way of Eastern Maine (feel free to use it as is or modify it as needed). It is short, easy to fill-out, and should be placed at each person’s seat at every meeting. While there are some standard questions you may want to ask at the end of every meeting, you’ll see on the meeting evaluation form that there is room to add agenda specific questions that will tell you whether you were successful in presenting the key agenda topics.

The board chair and the executive director can scan these after a meeting and quickly know what they need to adjust the next time around. Or, better yet, your governance committee can review them at each of their meetings and use that information to inform their work to enhance the board’s governance practices. In any case, your board members will appreciate the fact that you are asking for their input and will be deeply grateful for your efforts at ongoing improvement.

And, by the way, you don’t have to be the board chair or the executive director to launch this concept. Print-out a copy of the meeting evaluation, take it to your board chair, and suggest that it could be interesting to give it a try.

Please let me know about your own experiences in evaluating your meetings.

“We want to talk about strategic issues that are more appropriate for board attention, but we never have time.”  That’s the kind of complaint I hear over and over again as I do workshops and meet with clients on board governance topics.  They know their board should be discussing more meaningful issues at meetings, but the structure of their meetings just doesn’t seem to allow time to do it.  While getting the right topics ON to the agenda takes a while to describe, getting time-wasters OFF the agenda can be relatively simple.

I described in an earlier posting the importance of putting most, if not all, reports in writing and not reading them back to the board—that’s a start.  However, to really streamline things, consider the “consent agenda.”  Municipal boards often use a consent agenda to quickly dispense with items that don’t really need discussion (especially if board members have read their materials in advance).  Done right, in a single vote, a board can cover, often in 5 minutes or less, items that might otherwise take an hour, leaving time to focus on the strategic issues that more appropriately engage your board.

Once again, Board Source (www.boardsource.org) has a variety of materials on this topic, including a very helpful white paper.  Take a look, and consider whether your board might be ready for the consent agenda.  Below is a sample consent agenda policy that is drawn from a variety of sources:

Sample Consent Agenda Policy
The Consent Agenda is intended to streamline the process for approval of regular, routine issues that come before the board, based upon the assumption that they have been dealt with by the appropriate committee or that thorough information has been provided and reviewed in advance.  There is a presumption that committee actions and reports will be placed on the consent agenda unless the committee leadership determines that the matter should be reviewed in detail by the full board.  The executive director’s report, program reports, and other staff reports may also be included as part of the consent agenda.

1. All consent agenda items must be clearly identified and included in board pre-mailing.
2. The consent agenda should state at the top of the printed sheet: “Any board member may request that any item be removed from this consent agenda and moved to the regular agenda.”
3. If one item in a committee report does not qualify as a “consent agenda” item, that item shall be moved to the regular agenda.  The rest of the items wll remain on the consent agenda and, after a motion by the board chair, will be presented to the board for their vote. 
4. The consent agenda will be reviewed after the minutes of the previous board meeting are approved.  Matters to be removed will be inserted into the regular agenda as appropriate.                                                         
5. Board members should thoroughly review the consent agenda items and other pre-mailing materials prior to the meeting and anticipate that no verbal reports will be presented.

I think it was at a Board Source workshop I attended years ago that I got the advice, “make it a standard practice to have the board go into executive session at the end of every board meeting.”  I wish I could take credit for coming-up with that gem, but I’m happy to promote it whenever I can.

Rather than go into executive session (dismissing all staff, including the executive director) only when it is time to evaluate or fire the executive director, why not make it a standard practice?  Not only will it make an executive session appear much less ominous, but consider the advantages to taking a few minutes at the end of each meeting to ask the following:

• How did we do today?  Is there anything we could have done to make this meeting more productive or valuable?  If the board chair is the captain of the team, shouldn’t he/she ask this as a tool to help improve the performance of the board? 
• Are there any issues that you would like to raise without staff in the room? 

This last question also allows the perceptive board member to say, “I think our executive director seems really stressed-out right now.”  That kind of discussion can lead to a very healthy board discussion about how the board might support the executive director and keep him/her from burning-out.  Lots of other good things can happen during this session too, but you need to make it standard practice.

Board chairs, realize that not all executive directors are going to be comfortable with this, so don’t force it on them.  Talk about why it could be helpful, and move ahead only if the executive director is ready for it.  And, please, please, please be sure to follow-up with the executive director immediately after the meeting  to describe any issues raised or simply to say, “nothing to report.”  The executive director deserves and needs immediate feedback.

How often, as your board meeting is beginning, do you watch as board members tear open their board packets for the first time? Some may be a little more subtle and do this in the parking lot, but usually the signs are pretty obvious that board members are not reading your materials or doing their homework. Often the reason is obvious–they can be confident that every item in the packet will be reviewed in detail during the meeting or, worse, read back to them. If I know that the executive director is going to walk us back through every item and that every committee report will become a verbal report too, what is my motivation for reading in advance?

If you want to get more time on your board agenda for meaningful, strategic discussions, start by putting any or all reports in writing (committee reports, program reports, executive director’s report, etc.). Then, most importantly, don’t read back reports or summarize them for the board. Make your board members read them. Some will and some won’t, but the time you’ll now have available for more meaningful discussions during board meetings will be worth the risk.

At the meetings, you can then consider a “consent agenda,” like those used by many municipal boards (and, increasingly nonprofit boards), or simply have your board chair ask about each report. For example, “Are there any questions about the executive director’s report?” Pause for a few seconds, and then move to the next one. Board members will quickly realize that they have to do their homework in advance (as long as you can resist the urge to jump in and elaborate on some item in the report).

My only words of warning are that written reports take much more staff time than verbal reports. Everyone needs to be aware of this. You’ll save time in the meetings, but you won’t save time in advance. Still, this strategy works. Give it at try!