What Do You Talk about at Your Board Meetings?


What do you talk about at your board meetings? Wait. Don’t answer that yet. Instead, let’s start at the very beginning: What is the purpose of a board? There’s only one answer to that question: The purpose of the board is to do governance, the process carried out by a group of people to ensure the health and effectiveness of the corporation.

It doesn’t matter what type or size of organization. It doesn’t matter if you’re young or emerging or highly sophisticated. The board does governance at its meetings. In fact, the only time that governance happens is when the board convenes at its meetings.

What are the elements of governance, the processes of ensuring the health and effectiveness of the corporation? These are things like defining values, mission, vision, and overall direction – and adhering to same. These are things like defining the rules of governance, e.g., bylaws, policies, recruitment and election of board members. Defining the performance expectations of board members. Hiring, appraising, and setting compensation for the executive director. So what do you talk about at your board meetings?

Mostly, you don’t listen to reports. Oh please! You can read reports. Don’t waste time reviewing reports – unless it’s a precursor to an important conversation. Instead, design board meetings for strategic conversation about important items.

The board may talk about information provided by staff. And it’s up to the staff to put together the right information, to explain trends and their potential implications. One of my students at Saint Mary’s University said, “If we [the staff] don’t let them [board members] know what they are looking at, how can they ask the right questions to find the answers to challenges that the organization is facing?” Thanks, Simone (yes, her name is the same as mine) for that insightful remark. You remind us of the staff role.

Board meetings require intentional design and good facilitation. Board meetings should be a gathering of wise and experienced people who talk about important things. Sometimes the board makes decisions. Sometimes the board learns and explores through conversation, preparing to make decisions in the future. Definitely, board members ask strategic questions, even cage-rattling questions. Board members probe to ensure that they are drawing on information that is accurate, insightful, and useful.

Don’t follow Robert’s Rules of Order for agendas. Instead, design the agenda based on what is most important to your organization at this time. Handle routine matters quickly. Put the most important items at the top of the agenda. Provide adequate background information in advance of the meeting so that people come prepared.

Don’t talk about management stuff. Even if you’re a small organization, don’t talk about management stuff at board meetings. Even if you’re an all-volunteer organization, don’t talk about management stuff at board meetings. You must talk about governance – do governance – at board meetings. That isn’t negotiable. And if you distract yourself with non-governance items at your governance meeting, that’s a mess.

Step back a moment. Think about Penn State and the debacle there. How does a board ensure that the staff is telling the board everything that matters? How does a board ensure that the staff isn’t hiding important things?

Maybe you add “red flags” and “rusty nails” to the end of each meeting agenda. The board takes the time to ask staff if there is anything that might cause public embarrassment or threaten beneficiaries or programs or mission. Board members probe without suspicion or insult. Board members and staff together – especially the CEO – identify a series of strategic and cage-rattling questions that can help anticipate and avoid red flags and rusty nails.

How about these questions for periodic board meeting agendas?

  1. How is our adaptive capacity?
  2. How are we foreseeing the unforeseeable?
  3. How effectively do we recognize, anticipate, prepare for and respond to different situations?
  4. How effectively do we anticipate unintended consequences?
  5. What might have once been inconceivable – but now seems as if it might become inevitable?
  6. What is of concern that, if we don’t address it, can become alarming?

One final thought. Do not provide extra copies of materials at meetings. Expect – insist – that your board members come prepared, with their materials in hand. Board members should read the material in advance of the meeting, making notes, highlighting key items, whatever. Advance preparation – by staff and board members – is essential for effective meetings. If your board members went to a meeting at work without being prepared, what would happen? Hmmm…

More information on the role of the board, a due diligence plan for how the board carries out that role at its meetings, and strategic conversation can be found in the Free Download Library on Simone Joyaux’s website.

  • Martha H. Schumacher, ACFRE, CFRE

    Great article Simone, many thanks. I found paragraphs 7 and 8 – about Robert’s Rules/most important item at top of agenda and not discussing management stuff at meetings, respectively – to be particularly helpful. Also really appreciate the 6 questions, a list I will definitely share with my clients!

    Thanks again,

    Martha H. Schumacher, ACFRE, CFRE
    President, Hazen Inc.

  • Keenan Wellar

    Working in an Executive capacity for a board that is in very close alignment (philosophy, values, and practice) with what Simone Joyaux has stated here, it is fun to proudly nod my head as I read. It’s taken a long time to get here. As a founder of the organization, I’ve witnessed amazing shifts over the past 17 years.

    Interestingly, the board recruitment process (critically important) is to me just now feeling right for the first time. Reason? We’ve relied on always having experienced board members around the table and a lot of expectations of learning by osmosis for newcomers. This perhaps has also resulted in board members staying longer than they wanted to or should have. The board has just turned the corner on these recruitment/succession issues and the process is feeling right for everyone – and attracting some magnificent candidates!

    If CEO’s and boards are honest, boards that actually focus on governance (as described in this article) mostly isn’t happening. I enjoy volunteering and consider it a part of who I am as a citizen, but a couple of years ago I removed “board” from my list of volunteer interests, after too many experiences where not enough governance was taking place. I am typically interested in investing in a non-profit because I believe in their mission and I wanted to contribute to the long-term thinking that will realize the outcome(s), but this is generally not the work that boards are doing, in my experience.

    I think there is an ongoing expectation that boards are hands-on with operational issues. I don’t know all the reasons why this expectation persists, but I see time and time again boards are consumed with means instead of ends; it is almost as though they feel guilty having a discussion about long-term strategic thinking. There is more to this than board members that are lured by the excitement of the paper-buying budget. There is a grand confusion in the public sphere about non-profit organizations and this includes weird expectations that a group of volunteers that meets at most on a monthly basis should be staring over the shoulders of staff members, an expectation that does not exist in any other sector.

    Here’s hoping NPQ can continue to help those who are not in the sector understand that innovation and business acumen are not strangers to the non-profit community. We achieve extraordinary things, often under the duress of various types of scarcity and changing conditions beyond our control – much of those achievements owing to the servant leadership of remarkable volunteers.

  • Caroline Kim

    🙂 You’ve hit the nail directly on the head. So many board meetings are lengthy because they become mired in the daily operations of the organization. (Why in the world would a board waste time doing that when they have hired and paid an ED and staff!!?) This ends up with the ED being micro-managed.

    Your thought provoking questions are of real value and should be used by all boards to keep on track. I applaud your insight and hope all boards, advisory and otherwise, will think deeply on why they are in their positions and what they are really there to do for the organizations for which they passionately work.

    If indeed boards would stick to governing–their meetings would be concise, direct, have value for the organization and not run for 2-3 hours each!!

    Thank you for a great article. I hope everyone finds it useful in organizations, profit or not.

  • Dan Clark


    I like it. The purpose of a board is to govern, yes, and Peter Drucker takes it a step further saying, the purpose of a board is to help management substitute foresight for hindsight.

    My longest role with a board was as the board’s top executive. Over those 18-years we shifted to an agenda that started with strategic issues. We utilized a consent agenda and did not schedule reports as discussion items. The board expected board members to have read the agenda packet and monthly reports before arriving at a meeting.

    As a result, that board talked a lot about the future and shaped strategy, and little about operations.

  • Simone Joyaux

    Thanks for your comments.

    If you like the questions, Martha, visit the Free Download Library on my website (new and I’m so proud of it – great SEO expert and great designer: Dianna Huff, DH Communications – NH 0 and cre8d-design from New Zealand). My Free Download Library has a whole set of cage-rattling questions for boards. And my blogs (Simone Uncensored) on my website, http://www.simonejoyaux.com, have lots of CRQs (Cohort 19 at Saint Mary’s University masters program…I teach there…started referring to cage-rattling questions as CRQs. I like it!)

    As Keenan noted, it can take a long time to get to this perspective on governance. And, it’s real easy (and amazing quick) to get back to the less good (even bad) place. One of my hallmarks of a great board is the continual vigilance…the continual querying “Are we talking about the right stuff? Are we getting too close to management? Is there some kernel we are wrestling with that is governance and the rest is management?

    We’re all just so used to management. Manage life. Manage ourselves, kids, parents, pets. I feel like the elephant in the room is mostly the emperor without clothes. No one wants to say, “Hey, we aren’t doing governance.” Or, “How can we better do governance?” We are too afraid to say that the emperor is strutting about without clothes…because it depositions us? makes us look stupid? threatens us? Whatever.

    Hey, Dan. I like “substitute foresight for hindsight.” Monsieur Drucker can still wake us all up.

    And thanks, Caroline, for mentioning that good governance applies to nonprofits and for-profits. I like to amuse myself by thinking of the lousy governance by all those for-profits. I’m thinking BP and their oil spill. Sure, management “spilled the oil.” But why didn’t the board regularly talk about BP’s position in the oil industry…like are we one of the safest; how do we avoid the possibility of a spill? etc. etc.

    I want board meetings where we talk about really important stuff, e.g., the future. I want us to disagree and argue passionately. I want to say to myself, “Wow, thank heavens I was there. I had thoughts to share. I learned. My colleagues learned. We made good decisions.”

    Can any of us imagine being at a board meeting where those questions are asked? Cause we sure better do so pretty soon, eh? Think about what our respective governments are doing. Think about the economy. Think about…. Wow. We need to foresee the unforeseeable and anticipate the unintended and worry about things moving from inconceivable to inevitable. And that is board work. In partnership with staff.

    Thanks all of you for engaging with the column. Thanks so much. Simone

  • Chelsey Williams, Owner of ACS

    Great Article! Thank you so much for highlighting the mistake of board meetings that focus on management issues. We have tried very hard to educate our boards about following this rule. Unfortunately, we are not always successful.. We have noticed that these kinds of boards often struggle as does the organization that they “lead”.

  • Simone Joyaux

    You’re right, Chelsey. The organizations that have trouble with governance are troubled organizations. It may not appear immediately. But eventually it does. When we don’t do what we’re supposed to do in governance – when we don’t build that capacity – bad stuff can happen in another part of the organization…. ages later…. And it can go back to ineffective governance. The systems thinking concept.

    So BP doesn’t do governance particularly well. And then there’s the oil spill. So if BP did governance better, then management might have been better, and management and governance together would have made sure that BP was not weak in safety issues re: oil spills. If Penn State did governance better – and had regularly talked about how do we talk about and anticipate the unforeseeable…how do we build that capacity…how does a board ensure that management is doing the right stuff without doing management…. Then the president of the university might have known to talk about this with the board… or known that the board wouldn’t tolerate this kind of “university protection” or or or ….

    We – board and management – are a partnership to ensure legal and ethical and moral effectiveness of the corporation. And good management talks regularly about how to anticipate and how to talk about the most awful things. And good boards talk about how to talk about and anticipate and and and ….

  • Bill McCoy

    Simone, I applaud your article, as someone who has both served on and worked with several Boards in both for-profit and non-profit spheres there is altogether too many Boards that get way too involved in operational details. However, there’s only so much mission and vision definition to be done. And only so often that the Board needs to hire a new leader. And of course worrying about process and role of Board members is important but is pure overhead – that itself doesn’t help the organization achieve its aims. Last but not least worrying about “rusty nails” that “might cause public embarrassment or threaten beneficiaries or programs or mission” is critical but doesn’t move the ball ahead (and if taken to extremes could unnecessarily slow down progress).

    So IMO you miss another key role of Boards which is to be a constructive source of feedback and advice for the CEO. This advisory role is different than getting involved in operational decision making (which I completely agree should not be something the Board waste time on) but it’s also different from governance per se. In my experience a significant % of the time of Board meetings of effective organizations should be spent with Board in the sounding-board role. And a Board that is involved in this sounding-board manner will be more engaged and better able to carry out its primary governance role.

    The most effective Boards I’ve been involved with were at venture-backed startups, yet these probably spent the least time on the governance issues you enumerated, and rarely made decisions per se. VCs have a singular focus on positive outcomes and are used to coaching and advising entrepreneurs and leaders. But at the same time they are know full well that they aren’t running the organization, reinforced by most VCs serving on a number of Boards. And they are crystal clear on Job #1: replace the CEO if & when necessary. Nonprofits are a little different but at the end of the day that is Job #1 for any Board.

  • Mark Finley

    Awesome Information! I deeply appreciate you providing this info for Organizations like mine!

  • Simone Joyaux

    Thanks for your comments, Bill. My column is not intended to summarize all that a board does – which is why I refer people to my due diligence outline on my website as well as the board job description on my website. Sometimes I include in my “job of the board” – what you said: To serve as a sounding board for the CEO.

    The challenge is that far too many boards don’t know how to do that. They pretend they’re acting like a sounding board but end up sounding like they are giving direction. And are often annoyed when the CEO doesn’t “follow the direction we gave you.”

    It takes a darn good board chair facilitator – and highly effective board members – to understand what it means to be a sounding board. And it is a great idea. I agree with you.

  • Edie Patterson

    Great points-but for me the pertinent aspect is the role of the board in coaching and advising. It takes a skilled set of people to recognize the boundaries between coaching and explicit direction/micro-managing. In small nonprofits, especially those in early growth stages, the board has a difficult time navigating these areas especially if their knowledge base of nonprofit best practices is less. Then the ED has to find the ego-less path of educating the board, doing the ED job and building the future, often with people who don’t know what they don’t know. Often that results in replacing the CEO, when what the board really needed was to learn how to govern. It’s a conundrum.

  • Sinne Joyaux

    Thankd, Edie, for yr comments.

    I believe that EDs are supposed to be governance experts. I do not expect board members to know the body of knowledge in governance. I expect EDs so know and guide, enable boards and board members to learn and do governance effectively. And I expect board members to expect this of their EDs. I see this as leads hip…and leadership is learning and empowering and facilitating change, etc. It is a balancing act to teach and empower and and…