Board problems are serious and most require significant planning and development, but a few don’t. In fact, some solutions are so easy they can baked in to every organization’s calendar or process. For the not so easy fixes, I encourage you to read 3 not so easy Steps to Improved Board Engagement. Engagement and process are two sides of a coin, one feeds the other and you need both. For this side of our coin, please consider the following easy fix recommendations:
- Set a Standard Board Meeting
Standard Board meetings are defined as meetings that are held the same day and time every month. In other words, you are saying “our Board meets on the 4th Thursday at 4pm or the 10th of every month at 8am. It allows your Board members to put dates on their calendar in perpetuity, which allows them to schedule things around it and creates one more chance they will attend. Not having a standard Board meeting does exactly the opposite. It’s a roll of the dice as to when you board members will be available. Unfortunately, that’s not even the worst part of it. The worst part is we’re leaving the setting of the board meeting to chance. Maybe the Board Chair will set one. Maybe the Exec will remind them. Maybe there will be a meeting. Maybe your board members will be available. Then again, maybe not.
Board meetings are the ONLY way that governance decisions get made. Set a standard meeting and make sure that the decisions you need to get made do, in fact, get made.
2. List Board members and Officer terms on your Board list
Every agency I know has a current Board list. Every agency I know does not have a current Board member term list. Some do. Many don’t. Do you?
Adding the terms under each Board member’s name on your Board list is the easiest and most consistent way I know to make sure that Board members get re-elected or replaced and that everyone is clear as to when each should happen.
Double that for Officers. Sometimes, our Board Chairs are amazing and everyone wishes they could serve forever. Sometimes, we can’t believe they got elected in the first place and our executives are praying they can keep their positions until the Chair is replaced. Most often, we live in middle.
It is imperative that Officers and individual board members are renewed or replaced as per your by-laws, which in Ohio are called Code of Regulations. Most by-laws list Officer terms as one year terms, renewable once and individual board member’s terms as three years, sometimes renewable once, sometime renewable indefinitely. What do your by-laws say? Is that what you’re doing?
- Have and Use an Agenda for Board Meetings
All Board meetings should have an agenda. That agenda should be written by the Board Chair, or written by the Executive and approved by the Board Chair then sent out, in advance, to all board members along with a packet of information that will inform whatever there is to discuss and vote upon. Agendas should include every topic up for discussion and, at a minimum, a vote on last month’s minutes and the most recent financial statement and whatever other business is before the Board.
I recommend any agenda item that will need a vote be in bold. That way everyone is clear what votes will be taken, and what they need to prepare. The goal is that each board member can make an informed vote.
- Take Good Minutes
Good minutes include the time the meeting was called to order, each and every vote taken, which Board members are and are not at the meeting, and a list of staff and guests, by name. When you are taking minutes, it is much easier to follow, or write directly on, the agenda so you always know which discussion and which votes align with which agenda item. Minutes should note each item, include a brief summary of the discussion, as necessary, and most importantly, list all votes, including the name of who motioned, who seconded the motion, if the vote was unanimous and if not, who abstained or dissented, also by name. This requires the Chair to ask all three questions. As my co-trainer and Bailey Cavalieri attorney extraordinaire David Martin says “the Board speaks though its minutes.” What are yours saying?
- Follow the Election Process laid out in your By-laws
I have seen a range of by-laws in my career. Many are good; some are horrible. Even the horrible ones list some type of election process for Board members, which is usually at the Annual Meeting. You should be following whatever that process is, and if your current by-laws are not meeting your needs, please consider Revising your By-laws.
Many agencies elect board members all year long, and if that works for you, cool. It tends to take more time, but that’s okay. If you need new Board members, absolutely add them to your Board as they are identified, vetted and available. Once you have gotten to a reasonable number of Board members, stop. Start adding Board members once a year. It’s easier to make sure they all get oriented, assigned to a committee, and when the time comes, renewed or replaced. It’s also much easier to track.
Double that for Officers. Unless an Officer needs to be replaced mid-year, Officers should be elected or re-elected at the annual meeting.
Finally, don’t forget to renew your current Board members who would like to stay and whom your committee has recommended do stay for another term. (Yes, both.) Board members, as per the organization’s by-laws, may serve until they are replaced, which only works if that language in in your by-laws. If it’s not, who you think is a seated board member may not actually be seated board member. Even if that language is included, it’s cleaner and easier to re-elect the Board members you want to continue to serve. When you don’t, it creates questions: Did you forget? Did you want that board member to stay? Is your Board honoring its responsibility of self- perpetuation?
Each Annual Meeting should include, at a minimum, three slates for consideration: new Board members, renewing Board members and Officers. Alternatively, should you wish, you can vote on each person individually.
By-laws outline how your organization is governed. They are critical to your organization’s success.
Board service is hard, but it shouldn’t be frustrating. As I stated at the beginning, there are a lot of things you can do to improve Board process, and enhance Board Development and with it Board engagement. The above are the easiest places to start.
What easy fixes do you have for vexing board problems? What would add to my list? As always, I welcome your insight, feedback and experience. Please offer your ideas or suggestions for blog topics and consider hitting the follow button to enter your email. A rising tide raises all boats.