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.
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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?
- How is our adaptive capacity?
- How are we foreseeing the unforeseeable?
- How effectively do we recognize, anticipate, prepare for and respond to different situations?
- How effectively do we anticipate unintended consequences?
- What might have once been inconceivable – but now seems as if it might become inevitable?
- 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.