Symptoms

For most people with little experience with boards of directors, the belief is that the main work of boards takes place at its official, formal meetings. In actual fact a great deal of important board work takes place before and after those meetings. Nevertheless, the quality of formal board meetings can make a considerable difference to a board’s success. At the very least, having to sit in on a number of poorly run meetings can destroy the commitment of even the most dedicated supporter of an organization’s cause. Meetings that are poorly organized, go on too long, go off on tangents instead of sticking to the point, feature personal conflicts or domineering individuals turn people off and can cause serious damage by leading to poorly considered decisions.

A high percentage of agreement with the following statements indicates a board that might have problems in carrying out its meetings effectively and efficiently.

• The agenda for board meetings does not get into the hands of board members in time for them to familiarize themselves with the issues before the meeting.
• When the agenda does come, there is too much information to digest or not enough to adequately familiarize board members about the issues.
• The agenda for meetings is too full of “routine” motions or items “for information only” so there isn’t time to discuss more important matters.
• The agenda items of greatest importance often come up too late in the meeting when board members are too tired to concentrate on them.
• We have problems when it comes to attendance at board meetings; too many members miss too many meetings.
• Board meetings often go on too long.
• Once the board has finished discussing something, it is not clear who is going to do what and when.
• There is too much unconstructive arguing among some members during meetings.
• Meetings are run too informally, for example with more than one person talking at once, no time limits on discussions, etc.
• Meetings stick too much to formal “rules of order” so that thorough, probing discussions are discouraged.
• A few members seem to dominate discussions and this discourages quieter board members from contributing.

In essence, problems with board meetings can be grouped under five headings:

1. Agenda clarity and timing

Critical to the success of any formal meeting is having a clear agenda that organizes the planned content of the meeting. Also, if the agenda document is delivered to participants too late (or, even worse, is not made available until the beginning of the meeting), people cannot prepare adequately.

2. Supporting information

There is also a need for the agenda to contain enough documentation on the matters to be discussed to get everyone “up to speed” on them before they are brought up. Nothing renders a board ineffective more than members scrambling to read important materials at the same time as an issue is being discussed or, worse, not having important material available for them to read beforehand.

On the other hand, it is also possible to provide too much in the way of supporting materials with agendas—materials that are not really relevant to the matter at hand but that the agenda preparers misguidedly think “might be useful.” The regrettable tendency of many board members, when faced with a huge pile of documents that do not obviously relate to the issues at hand, is to give it a glance at best.

3. Meeting content

The most common problems with board meetings is that too much time is spent listening to reports “for information only” (i.e., that do not require any decisions other than a motion to “accept the report”), or discussing matters that could better be discussed and decided upon by the CEO and her/his management team or a committee of the board. The ideal meeting puts the most important matters requiring motions and decisions as close to the top of the agenda as possible and provides enough time for careful deliberation.

To be sure, some of the matters that are “for information only” could be conceived of as necessary in that they help the board carry out its due diligence function of ensuring that everything is running well and according to plan. Identifying these matters requires careful thought. However, certain reports from committees or managers may not necessarily have to actually take up the time of board meetings to deal with them unless they contain motions requiring board level decisions (see discussion of “consent agendas” under “Treatment” below).

4. Clarity and effectiveness of decisions made at board meetings

Even when the agenda and the meeting content are well-designed, board meetings can be less than successful if the decision-making process is flawed. For example:

• Meetings that are dominated by a small group of “talkers” while quieter members with useful things to say are not drawn into the conversation;
• Not enough time is scheduled for a full discussion of an issue;
• The discussion goes off on tangents that are not relevant to the issue;
• Decisions are reached but lack clarity about who is going to do what and when;
• No follow up is provided to permit the board to check on progress made in implementing decisions taken at prior meetings.

5. Attendance

If there are problems with meetings in any or all of the four areas discussed above, they may result in poor attendance at board meetings—too many people missing too many meetings. Whatever the cause of poor meeting attendance, it is a good indicator of possible problems in the way the board is working.

Diagnosis

Since very few people like taking part in meetings that are too long, confusing or boring, why do so many boards seem to get into situations where this is exactly what happens? The simplest explanation is that these practices become part of the culture of the board and no one seems to recognize that they could be changed. Typically, when a nonprofit organization is young and being run by a small handful of enthusiasts who are willing to do anything and everything needed to keep things going, informal board meetings that deal with everything and have to move quickly from crisis to crisis are common. As the organization evolves and professionalizes to the extent that it can afford to hire a paid CEO or develop committees to whom things can be delegated with confidence, the old meeting practices of the board fail to change even though they become more and more inappropriate for the situation.

Another major reason for poor meetings is lack of a good meeting facilitator in the role of the board chair. Our research and that of a few others on the role and impact of the board chair suggests that meetings become ineffective when the chair is either under-controlling (lets the meeting get off track, or allows a few members to dominate) or over-controlling (the meeting becomes very formal and rigid). Poor chairing can occur when the skills and aptitude needed for effective meeting leadership are overlooked when choosing a chair or the chair has not had time to develop the skills needed for the role. Meeting management skills are very learnable if proper training is provided but many of those who end up accepting nomination for the Chair or President role may not see they need to develop them. A more detailed discussion of the role of the Chair appears in the chapter on Leadership in these Guidelines.

Sometimes the reason for ineffective board meetings, unfortunately, is the presence of a CEO (paid top manager) who, consciously or unconsciously, does not want a strong board but rather one that is dependent on him/her for information and guidance in all its deliberations. Such CEOs can provide too little information on important issues which leads to “rubber-stamp” decision-making. Conversely some CEOs try to manipulate their boards by providing too much information—“a snow job.” They can also bias the information that is provided so as to favor one position on an issue over another. Also, they can strongly influence the selection of new board members so as to ensure that only those with the same point of view on issues as themselves are chosen. All of these actions by CEOs can reduce board effectiveness.

Treatment

The goal of official meetings of the whole board should be to focus on issues that have implications for the strategic direction of the organization or that create understanding about an issue or situation the organization is facing. Even with a clear focus on matters of strategic importance, the effectiveness of boards can be influenced by a number of factors, including meeting frequency and times, meeting length and design, and meeting rules and attendance.

Meeting Frequency and Times

There is definitely no fixed rule about the optimum frequency of official meetings of the whole board. Actual practice can vary from monthly to annually. The governing criterion, which can be stated in by-laws or board policy manuals, ought to be that the board should hold a formal meeting when it has enough business to warrant doing so. For example, in working boards, meetings could occur quite often. In governance-only boards, they may occur less often. Chairs and CEOs can recognize if they are calling too many board meetings if they have an attendance problem or if they find themselves thinking, “Another board meeting coming up. How can we fill up the agenda this time?”

In the case of some governance-only boards in very stable environments, meetings might be only three times a year: a meeting to approve the strategic plan; an interim progress report meeting; and an evaluation meeting to assess how well the organization has performed. These, however, are official decision-making meetings. But in today’s complex governance environment with multiple stakeholders and a fast changing and threat-laden world, it is much more likely that issues will come up that will require boards to come together more often and to interact with people other than themselves and the top management team. In Governance as Leadership (2005), Chait, Ryan and Taylor suggest “landmarks” or “characteristics of an issue” boards should recognize as opportunities to engage in what they call “Generative Governing”:

• The issue or situation is ambiguous or there are multiple perspectives on it;
• The issue or situation is salient in that it is important to different people or constituents;
• The issue or situation is high stakes in that it relates to the organization’s purpose or core values;
• The issue or situation may be polarizing and there is a need to bring people together; and
• The issue or situation is irreversible in that it cannot be easily changed after a decision is made (p. 107).

For this reason, many nonprofit organizations today find that it is useful to differentiate between decision-making meetings and “information briefing meetings” held for the purpose of becoming informed about a single important strategic issue. These latter meetings are usually characterized by less formal discussions and feature input from invited staff, experts from outside or representatives from clients, members or external stakeholders. Specific motions are not debated; instead, information is provided, alternatives identified and opinions sought. This is all fed to relevant board or management working groups, who then develop specific policy recommendations in the context of the organization’s strategic plan. Formal discussion and voting on such recommendations occurs at one of the decision-making board meetings.

The question of the time of board meetings is important when board membership is diverse and everyone’s time of availability does not fit the same period of the day, or day of the week (mothers caring for children unable to attend midmorning meetings, shift workers unable to attend evening meetings, or others unable to meet on weekdays). The organization must be conscious of the need to vary meeting times in such circumstances so all board members have an equally fair opportunity to attend. It is also worth considering the use of modern communications technology such as conference calls, Skype, and online meeting applications etc., as a means of allowing participation by those not able to physically attend.

Meeting Length

Another indicator of board meeting mismanagement is meeting length. The span of time that the average person can focus on complex decision-making tasks without losing their clarity of thought is no longer than 50 minutes, though this can be extended somewhat with refreshment breaks. Board meetings that regularly last longer than two hours can be an indication of problems. Either too much time is being spent on issues that do not need to be considered by the whole board or there are too many items that involve long-winded reports “for information only.” Alternatively, the regular occurrence of long debates that extend meeting times may indicate badly-worded motions or poorly-prepared reports that do not contain enough supporting data. When these kinds of long discussions occur often, attention should be paid to how to improve the work of the committees or managers who prepare the agenda items in question.

Occasionally, some CEOs seeking rubber stamp approval of their recommendations on contentious issues deliberately create long agendas. They then insure that the issues they want the board to rubber stamp are placed at the end. By that time, no one has the energy to think, let alone discuss and object.

The “consent agenda” option

When board meetings go on too long because too many of the items being presented are “for information only,” a solution increasingly adopted by many is the introduction of a “consent agenda.” The following is an example of the use of a consent agenda suggested by board expert David Renz (2006):

When a by-law or some other rule or regulation requires formal approval by the board, yet there is no value added by engaging the board in discussion about the item (e.g., a routine lease renewal for a facility already included in the approved agency budget). The procedure is to have all items of this type sent beforehand to board members. When these items come up at the meeting, there is no oral presentation or discussion of the information. Instead, it is taken as understood that the information has been reviewed by members beforehand and will only be discussed if anyone has a question or wants to comment on it.

Consent agenda items are usually put forward at the beginning of the meeting. Use of a consent agenda can save large amounts of time though the disadvantage is that it might hurt the feelings of those who prepared the reports and would like to have their “moment in the sun” before the whole board. A conscious effort to recognize and praise the work of individuals and committees that prepare material that is included in a consent agenda can help mitigate this problem.

Another tactic for controlling the length of meetings is to have the agenda preparers estimate the length of time that will be needed for presentation and discussion of each item and insert the “estimated time” on the agenda document. These estimates should be treated as guidelines only, however. Sometimes issues end up requiring more than the time allocated to them. Rather than arbitrarily cutting off important discussion, it is better for the Chair to ask permission of the meeting to extend the time, then either postpone discussion of less important matters or reduce the discussion time on them.

The flip side of meetings that go on too long is the meeting that ends too soon. Meetings that the board rushes through in, say, half an hour could be an indication of a rubber stamp board. If this happens regularly it might be that the board has been conditioned not to question whatever is put before it or simply that there should be fewer meetings.

Meeting Design

As discussed above, one of the most common complaints of board members is that meetings are “not properly organized.” Specific problems include the following:

• The agenda does not reach board members until very shortly before, or even at, the meeting so they have no time to prepare;
• The agenda contains too much information that is irrelevant to the issues to be discussed or there is not enough relevant information;
• The order of the agenda items places unimportant and routine items at the top while important ones are at the end, when energy tends to run out;
• Meetings fail to follow accepted “rules of order” so can become too disorganized; or, conversely, are too formal or rule bound, thereby discouraging full and frank debate.

Except in rare emergency situations, there is really no excuse for not getting agendas into the hands of board members three to five working days before the meeting. It is often helpful when planning the content of the Agenda to request board members to submit suggestions for matters needing discussion. Agendas should be organized so that items requiring decisions are put at the top. All supporting material should be directly relevant to the impending discussion.

Meeting Rules

Even the most informal working boards should adopt one of the standard authorities on “rules of order” for meetings, such as Roberts Rules (http://www.robertsrules.org/rulesintro.htm) to be used as a guide in conducting official board meetings. It is also important that the Chair, or a designated other person, be familiar with these rules and how they are applied. This, however, does not mean that all meetings must be run in strict accordance with these “parliamentary” rules. The rules are primarily of benefit when the items to be discussed are likely to be highly controversial with a lot of disagreement among board members. As in any emotion-laden debate, rules are needed to make it fair. These would include: how often a person can speak, rules regarding how amendments to motions can be made, when and how a motion can be tabled, what constitutes being “out of order,” etc. In most non-crisis situations, however, a much more relaxed approach can be taken to meeting rules provided the informal culture of the board is one that values an orderly, business-like approach.

Meeting Attendance

Spotty attendance by a high proportion of board members is usually an indication that a significant number of members are dissatisfied with the board and/or their role on it though sometimes it indicates logistical problems like meeting times that don’t suit a number of people. Some consultants urge compulsory attendance rules as a way of getting the members out to meetings, e.g., “Members must attend at least 2/3rds of the meetings each year or resign unless a valid excuse is provided and accepted by the Executive Committee.” This may get out the members but can mask the real problems behind low commitment.

The Table 7 contains additional useful information and resources to increase the governance effectiveness of the organization through high quality board meetings.