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Our recent articles have focused on best practices for nonprofit boards. This month we continue by looking at a few best practices that can help the Board become more more effective. We begin by examining how the Board conducts its business when assembling together. In other words, some boards go through the rituals of board meetings with all the trappings of official meetings - a meeting agenda, official reports, discussions, motions, seconds, and votes, a motion to adjourn, and the meeting is over - without anything significant really occurring.
Undoubtedly, the meetings took place as there are minutes to document that they were actually held, but were they meaningful and substantive? Were the real issues affecting the organization’s present and future discussed or any real strategic decisions made? Or were the meetings garbed in the trappings of Parliamentary Procedures so it seems like a lot of stuff happened, but in fact it is all disguising the reality that your organization is stuck in a rut and not making any real progress?
Fundamentally nonprofit boards exist to ask the right questions and make the tough decisions regarding:
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The financial integrity of the organization
- The organization’s financial stability and accountability
- The effective use of resources to fulfill the mission
- The effectiveness and efficiency of the programs and services related to the mission
- Decisions about the strategic direction of the organization
There is one fundamental premise that is imperative to understand in the context of nonprofit governance. This premise is that the Board speaks with one voice and official decisions must be made by an established process of official motions in the context of board meetings. This is not to say organization’s should discontinue the meetings before the meeting where details are explored and even hammered out, but the official action occurs only in the context of the board meeting. Therefore it is important to design board meetings in such a way that the Board both handles its routine fiduciary responsibilities and has adequate time to conduct its strategic functions.
There are some best practices focusing on creating productive board meetings that high performing boards use to help them be more effective in their work.
This should be a no-brainer, but frequently it is not. Often board meetings occur with little or no advance planning and preparation. Board members arrive, see the agenda for the first time and then try to wrap their brains around substantive issues and make meaningful decisions all in the context of a few hours. Board members should be aware of their Duty of Care which requires all members to exercise due care in all of their dealings as a board member. In fulfilling this duty, board members will show up for meetings and be prepared for meetings when they arrive. This is a shared responsibility. The organization sends information to the board members in advance of the meeting and the board members must make time to review that data in advance so they arrive ready to do the work of the Board.
High-performing boards distribute a board packet to all members at least one week in advance of the meeting. These materials may be emailed or mailed to board members so they have at least one week to review prior to the meeting. The board packet usually includes: the meeting agenda, minutes from the last meeting, committee reports, routine financial reports, and background information for any issues that will be discussed.
A couple of notes about the meeting agenda: the agenda should be developed as a joint effort between the Board Chair and the Executive Director and include all of the topics - both the routine and the critical - that need to be discussed at this meeting. The Board Chair should give careful thought to crafting the agenda to ensure adequate time is given to each topic so the meetings run smoothly and all issues are addressed.
The consent agenda is a parliamentary tool some boards have adopted to help them address the routine and/or procedural items in an efficient manner, while freeing up time on the agenda for the substantive issues at hand. Items on the consent agenda are approved with one motion and one vote. The consent agenda is reserved for items that require board approval, but do not require board discussion. Items frequently included in consent agendas are:
- Approval of minutes
- Committee reports
- Committee appointments
- Final approval of proposals or reports previously discussed
- Renewals of grants
- Correspondence requiring no action
Items to be included on the consent agenda are sent to board members as part of the above mentioned board packet with any supporting documentation. As the meeting begins, the Board Chair asks if any items should be removed from the consent agenda and those items requiring discussion will be removed and added to the agenda for the current or a future meeting. All other items on the agenda will then be approved and the meeting continues allowing the Board more time to devote to other topics and issues.
Board committees - many people are polarized and either love them or hate them. A lot of the emotion (or lack thereof) has to do with how committees are structured and led. When appropriately structured and led, board committees provide a valuable service to the organization. Committees allow the Board to have much deeper involvement in specific areas of the organization. Committees do not replace the Board, but act on behalf of the Board. They can delve into issues at great depth and have the involvement of staff and volunteers to throughly explore matters and bring recommendations to the Board in the form of reports and motions for action. Active committees invest more time, energy, and effort than the whole Board is able to invest and help the members understand the matters at hand. The Board then reviews the committee’s report, discusses the committee’s recommendation, and takes appropriate action on the motions.
High-performing boards commonly save the last few moments of the meeting to reflect on the meeting and consider its effectiveness. Did we stick to the agenda? Were the materials sent prior to the meeting helpful in preparing for the meeting? Are there other resources we should include in the next packet? Did all board members feel their opinions were heard and respected? Are there adjustments we need to make to enhance our effectiveness for the next meeting?
Board meetings should be well designed and managed to make the best use of the members time since they are serving as volunteers. Ask your board members how they perceive the meetings. Are they a good use of their time and talent as directors. If so, great! Perhaps adopting one or more of these practices will further enhance the effectiveness of your board meetings and help move the organization to the next level of excellence. But if you suspect that greater problems exist for your board, then you need to take action immediately by assessing the issues, determining the underlying problems, and developing a plan of action to address them. There are other articles in this series that may be helpful. If you need a professional consultant, please consider calling us at 1-800-883-7196.
Next month we will explore options for the ongoing development and education of the Board. Until then, keep serving with excellence.
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