Saturday, April 28, 2012
MINUTES OF IN-CAMERA MEETINGS
Received a question about tape recording in-camera meetings, and asking if minutes are recorded and, if so, who maintains them.
The recording of Board meetings was much more prevalant years ago than it is today - more organizations are coming to understand that minutes need not record who said what, but rather record the decisions made at those meetings (they should be action-focused).
There are a few reasons that verbatim minutes are problematic: participants sometimes hold back for fear their comments will come back to haunt them; when approving minutes, time is spent debating whether or not an individual's remarks were recorded accurately; and, verbatim minutes are a time-consuming task (i.e. preparing them can consume a few days).
Now let's move specifically in in-camera meetings. The same approach should apply. That said, one participant in the meeting should record the decisions made in the in-camera meeting and prepare a set of minutes capturing same. If there is a need to maintain confidentiality of the results of said meeting, those minutes should be retained by the Chair of the Board until such time as they can be filed in the head office with other Board minutes. For example, the minutes of an in-camera meeting dealing with a wrongful dismissal lawsuit by the former CEO would be maintained by the Chair (and handed over to the next Chair) until such time at the legal action has concluded.
Boards should establish and document policy and practice on how in-camera minutes will be handled so that everyone is aware of the rules on an ongoing basis. I'd urge any Board still recording their minutes to re-consider this practice - frankly, I'd much prefer staff to be working on enhancing the organization's products and services than spending days working on a set of verbatim minutes!
An afterthought: Eli Mina has written a great article on the case against verbatim minutes - you can find it here http://www.elimina.com/insights/more-verbatim.htm
Saturday, March 5, 2011
When is it okay for a Board to micromanage?
Anna wrote and asked the following:
I'm curious in what situations (or what organizations) is it appropriate for board members to micromanage and be involved in the day-to-day programming of the organization? When is this not appropriate and board members should focus on strategy and long-term planning?
Let me start of my saying this. If a Board directs anyone to do something a certain way, they cannot in all fairness hold that individual accountable for outcomes. In other words, if the Chief Staff Officer’s business plan for the year contains a goal to increase membership by 2%, but the Board (or individual Board or committee members) direct the Chief Staff Officer to do this or that relative to the membership campaign, if the campaign does not achieve the 2% increase, one cannot blame the Chief Staff Officer for that failure.
So, in general terms I am a constant advocate of cautioning the Board to refrain from micro-managing because it compromises their ability to hold the Chief Staff Officer fairly and objectively accountable for results.
But that stated, there are occasions where a Board has a high number of strategic goals, and the organization does not have the resources (financial or human) to achieve them on a timely basis. So let’s say hypothetically that the Chief Staff Officer brings the Board a business plan and budget that helps achieve goals 1 through 5 on their priorities list. But the Board really wants number 6 to take place as well, and as soon as possible. There is no reason why the Board or a committee of the Board couldn’t take on the responsibility to develop that product or service, provided there is an agreement with the Chief Staff Officer on the amount of staff support and budget required to attain that goal. And again, with a clear understanding that those who are taking on that responsibility are accountable for the success or failure of that undertaking, not the Chief Staff Officer.
But in instances other than this, I caution Board members to refrain from directing any staff member. In fact, the Board should be mindful of the fact that it really only directs one person, the Chief Staff Officer. And it does that by consensus – establishing strategic goals and governing policies. Other employees take direction from the Chief Staff Officer, not the Board or individual Board members.
The Board "leads" the staff "do".
I'm curious in what situations (or what organizations) is it appropriate for board members to micromanage and be involved in the day-to-day programming of the organization? When is this not appropriate and board members should focus on strategy and long-term planning?
Let me start of my saying this. If a Board directs anyone to do something a certain way, they cannot in all fairness hold that individual accountable for outcomes. In other words, if the Chief Staff Officer’s business plan for the year contains a goal to increase membership by 2%, but the Board (or individual Board or committee members) direct the Chief Staff Officer to do this or that relative to the membership campaign, if the campaign does not achieve the 2% increase, one cannot blame the Chief Staff Officer for that failure.
So, in general terms I am a constant advocate of cautioning the Board to refrain from micro-managing because it compromises their ability to hold the Chief Staff Officer fairly and objectively accountable for results.
But that stated, there are occasions where a Board has a high number of strategic goals, and the organization does not have the resources (financial or human) to achieve them on a timely basis. So let’s say hypothetically that the Chief Staff Officer brings the Board a business plan and budget that helps achieve goals 1 through 5 on their priorities list. But the Board really wants number 6 to take place as well, and as soon as possible. There is no reason why the Board or a committee of the Board couldn’t take on the responsibility to develop that product or service, provided there is an agreement with the Chief Staff Officer on the amount of staff support and budget required to attain that goal. And again, with a clear understanding that those who are taking on that responsibility are accountable for the success or failure of that undertaking, not the Chief Staff Officer.
But in instances other than this, I caution Board members to refrain from directing any staff member. In fact, the Board should be mindful of the fact that it really only directs one person, the Chief Staff Officer. And it does that by consensus – establishing strategic goals and governing policies. Other employees take direction from the Chief Staff Officer, not the Board or individual Board members.
The Board "leads" the staff "do".
Monday, October 18, 2010
Representational Boards - Time for new thinking!
It seems at least once a week I hear from a Board member or not-for-profit staff member that one or more segments of their membership are seeking additional representation at the Board table. To set the stage for this discussion, let's say the organization in question has Board members elected by various geographic constituencies, i.e. one or more Board members from each state, province or region.
The arguments presented by the constituencies essentially are: we have more members now, so we should have more representation at the Board level.
This point of view is flawed. When interviewing someone for a job, the first question one asks certainly isn't, "Where do you live? In the east end, south end or north end of the city"? Clearly, your recruitment criteria for employees always starts with an assessment of the skills and competencies a candidate possesses, and a comparison of same to the competencies you have identified as required for success in the job.
Shouldn't that same rationale apply to your search for Board members? Shouldn't the primary consideration be the governance competencies the Board needs and who (regardless of where they are located) can bring those competencies to the Board table?
Individuals elected by constituencies often find themselves between a rock and a hard place. On the one hand, those who elected them expect them to advocate in their particular interest. At the same time they have a legal obligation to serve the organization as a whole with loyalty and care - they must serve and vote in the interest of the entire organization, not just the constituency that elected them to the Board. It's a tough chair to sit in.
In response to the above, more and more not-for-profit organizations are examining their bylaws and proposing changes to their membership. Many are providing for the election of Directors-at-Large, to ensure that at least some Board members are serving and acting consistently with the interests of all members of the organization. That's a good start.
When faced with the representational argument, there is a need to turn discussion away from "where" Board members come from, to the more important discussion about the need to find Board members who have the governance competencies needed to succeed at their job. That, in my view, is the most critical recruitment consideration.
The arguments presented by the constituencies essentially are: we have more members now, so we should have more representation at the Board level.
This point of view is flawed. When interviewing someone for a job, the first question one asks certainly isn't, "Where do you live? In the east end, south end or north end of the city"? Clearly, your recruitment criteria for employees always starts with an assessment of the skills and competencies a candidate possesses, and a comparison of same to the competencies you have identified as required for success in the job.
Shouldn't that same rationale apply to your search for Board members? Shouldn't the primary consideration be the governance competencies the Board needs and who (regardless of where they are located) can bring those competencies to the Board table?
Individuals elected by constituencies often find themselves between a rock and a hard place. On the one hand, those who elected them expect them to advocate in their particular interest. At the same time they have a legal obligation to serve the organization as a whole with loyalty and care - they must serve and vote in the interest of the entire organization, not just the constituency that elected them to the Board. It's a tough chair to sit in.
In response to the above, more and more not-for-profit organizations are examining their bylaws and proposing changes to their membership. Many are providing for the election of Directors-at-Large, to ensure that at least some Board members are serving and acting consistently with the interests of all members of the organization. That's a good start.
When faced with the representational argument, there is a need to turn discussion away from "where" Board members come from, to the more important discussion about the need to find Board members who have the governance competencies needed to succeed at their job. That, in my view, is the most critical recruitment consideration.
Friday, September 3, 2010
Board Tenure: Can You Serve Too Long?
I just received an email asking if there are generally accepted limits on how long an individual should serve as a Board member. Interesting question. Because from my perspective, tenure is indeed an issue.
There are a few criteria that need to drive Board composition, the most important of which is governance competencies of individual Board members. By that I mean that Board members should be bringing skills to the table that help fuel Board effectiveness – strategic planning, policy-making and effective decision-making are good examples of the skills Board should be seeking among their members.
But beyond that, the other goal should be to ensure that Board composition is reflective of the composition of the individuals it seeks to serve. Frankly, I often wonder how a Board comprised of soon-to-retire baby boomers can possibly ensure the organization is adapting to the changing demands of the younger generation who work, network, find and exchange information in an entirely different way than we boomers did not so long ago.
It seems relatively easy to find research on Board composition on the corporate side that specifically addresses tenure. In fact, major corporate ratings agencies appear to give lower ratings to Boards comprised of members who have served long periods of time – put another way, those Boards in the corporate sector comprised of individuals with varying lengths of service tend to rate more favourably in the eyes of rating agencies.
So, why is this the case? The first thought that comes to mind is the tendency on the part of individuals with long tenure, or groups of individuals who served together for a significant period of time, to resist change and to embrace the status quo. That is no doubt because they had a stake in building it.
I don’t think there is a hard and fast rule that can be applied to Board tenure in the not-for-profit sector. But what seems to be commonplace are staggered terms (i.e. two or three year terms, with the option of re-election for another one or two terms). This approach ensures continuity (i.e. not everyone is up for election each year), gives newcomers a chance to get oriented and become productive Board members, and makes it clear to everyone at the outset that there is a limit to Board service. In some cases, the by-laws allow for individuals to return to the Board after a certain time frame (i.e. two or three years).
And I know from experience that it is difficult for some members of the Board to suggest to others on the Board that it might be time for them to move on. Term limits eliminate the need for those uncomfortable discussions, allows Board members to leave with dignity, accompanied, hopefully, by recognition for their commitment and contributions to the organization. That’s a win for everyone, most importantly, the organization the Board governs.
There are a few criteria that need to drive Board composition, the most important of which is governance competencies of individual Board members. By that I mean that Board members should be bringing skills to the table that help fuel Board effectiveness – strategic planning, policy-making and effective decision-making are good examples of the skills Board should be seeking among their members.
But beyond that, the other goal should be to ensure that Board composition is reflective of the composition of the individuals it seeks to serve. Frankly, I often wonder how a Board comprised of soon-to-retire baby boomers can possibly ensure the organization is adapting to the changing demands of the younger generation who work, network, find and exchange information in an entirely different way than we boomers did not so long ago.
It seems relatively easy to find research on Board composition on the corporate side that specifically addresses tenure. In fact, major corporate ratings agencies appear to give lower ratings to Boards comprised of members who have served long periods of time – put another way, those Boards in the corporate sector comprised of individuals with varying lengths of service tend to rate more favourably in the eyes of rating agencies.
So, why is this the case? The first thought that comes to mind is the tendency on the part of individuals with long tenure, or groups of individuals who served together for a significant period of time, to resist change and to embrace the status quo. That is no doubt because they had a stake in building it.
I don’t think there is a hard and fast rule that can be applied to Board tenure in the not-for-profit sector. But what seems to be commonplace are staggered terms (i.e. two or three year terms, with the option of re-election for another one or two terms). This approach ensures continuity (i.e. not everyone is up for election each year), gives newcomers a chance to get oriented and become productive Board members, and makes it clear to everyone at the outset that there is a limit to Board service. In some cases, the by-laws allow for individuals to return to the Board after a certain time frame (i.e. two or three years).
And I know from experience that it is difficult for some members of the Board to suggest to others on the Board that it might be time for them to move on. Term limits eliminate the need for those uncomfortable discussions, allows Board members to leave with dignity, accompanied, hopefully, by recognition for their commitment and contributions to the organization. That’s a win for everyone, most importantly, the organization the Board governs.
Sunday, July 25, 2010
The In-Camera Conundrum
It's funny how issues seem to be raised in clumps - three different individuals have raised issues related to the Board holding in-camera sessions with me within the past month or so.
The Board should, of course, always be mindful of their accountability to the orgnaization's members and or stakeholders. As such, transparency should be a primary goal.
But there will be times when the Board needs to meet in private. The most frequent issues that fuel that move usually relate to issues surrounding the performance of the Chief Staff Officer (i.e. the Board's annual performance evaluation of the Chief Staff Officer), and, discussions relating to a legal action the Board may be involved in where public discussion may compromise the Board's legal standing.
It's when you move beyond these basic circumstances that demand in-camera discussion that things tend to get a bit fuzzy.
I'd urge a Board to move in-camera if they are dealing with trust or performance issues on the part of one or more Board members, particularly if Board members are reluctant to speak to the issue in a regular meeting. In other words, if there is friction on the Board, it must be dealt with - to simply wait for it to fade away is foolhardy. Board friction or dysfunction WILL become known to members and/or stakeholders, and left unaddressed, can do significant damage to organizational credibility.
The key is to balance Board effectiveness with the need for transparency. Frank discussion by the Board leading to the development of a policy on in-camera meetings, setting out what criteria will be employed to decide whether a particular matter belongs on the regular or in-camera agenda, makes good sense.
If a Board is spending considerable time at each meeting in-camera, I'd urge it to spend time at its next meeting discussing why this is the case. In some instances it may well be a sign that there is a bigger problem the Board is failing to address - if that's the case, that problem needs to be dealt with.
The Board should, of course, always be mindful of their accountability to the orgnaization's members and or stakeholders. As such, transparency should be a primary goal.
But there will be times when the Board needs to meet in private. The most frequent issues that fuel that move usually relate to issues surrounding the performance of the Chief Staff Officer (i.e. the Board's annual performance evaluation of the Chief Staff Officer), and, discussions relating to a legal action the Board may be involved in where public discussion may compromise the Board's legal standing.
It's when you move beyond these basic circumstances that demand in-camera discussion that things tend to get a bit fuzzy.
I'd urge a Board to move in-camera if they are dealing with trust or performance issues on the part of one or more Board members, particularly if Board members are reluctant to speak to the issue in a regular meeting. In other words, if there is friction on the Board, it must be dealt with - to simply wait for it to fade away is foolhardy. Board friction or dysfunction WILL become known to members and/or stakeholders, and left unaddressed, can do significant damage to organizational credibility.
The key is to balance Board effectiveness with the need for transparency. Frank discussion by the Board leading to the development of a policy on in-camera meetings, setting out what criteria will be employed to decide whether a particular matter belongs on the regular or in-camera agenda, makes good sense.
If a Board is spending considerable time at each meeting in-camera, I'd urge it to spend time at its next meeting discussing why this is the case. In some instances it may well be a sign that there is a bigger problem the Board is failing to address - if that's the case, that problem needs to be dealt with.
Wednesday, July 14, 2010
Questions or Issues You Want Addressed?
Feel free to look through our blog archives - we've addressed a lot of subjects relating to specific roles and responsibilities of not-for-profit Boards since we started our blog.
But by all means, let us know if you have any particular issue or subject you'd like addressed in a future blog post. Just email us at info@boardknowhow.com - we'll respect your confidence and respond to your issue in a future blog post, keeping your identity to ourselves.
But by all means, let us know if you have any particular issue or subject you'd like addressed in a future blog post. Just email us at info@boardknowhow.com - we'll respect your confidence and respond to your issue in a future blog post, keeping your identity to ourselves.
Getting it Right Between the Board and the Staff
Well, after a year of time, energy and resources, Board Know-How! has now officially launched. And our goals are simple: we want to help Boards discharge their responsibilities capably and with confidence; we want Boards to build an understanding that governance (the Board's job) is different from management (the staff's job); and, we want to help build positive relationships between not-for-profit Boards and their Chief Staff Officers.
And that's not easy for not-for-profit organizations who have limtied resources to channel into Board development. In fact, it is in response to this very fact that Board Know-How was established.
But here's the thing. Failure of the Board to understand the difference between governance and management is consistently evident in every article I've read about a governance failure.
Not-for-profit organizations are all about doing good things for their community, in a cost-effective and efficient way. And there's the crux of the matter. Too often governance structures are impeding the ability of their organizations to act quickly. And private sector organizations know that and are taking advantage of that fact.
Organizational efficiency results only if a Board establishes solid policy. It is through that policy that everyone (Board members, the Board Chair, the Chief Staff Officer, other staff and committees) is clear about what is expected of them and what rules they need to comply with as they discharge their responsibilities. The greatest reward that accrues from governing policy is efficiency.
And don't those who support your organization (members, donors, other stakeholders) deserve efficiency? We think so!
And that's not easy for not-for-profit organizations who have limtied resources to channel into Board development. In fact, it is in response to this very fact that Board Know-How was established.
But here's the thing. Failure of the Board to understand the difference between governance and management is consistently evident in every article I've read about a governance failure.
Not-for-profit organizations are all about doing good things for their community, in a cost-effective and efficient way. And there's the crux of the matter. Too often governance structures are impeding the ability of their organizations to act quickly. And private sector organizations know that and are taking advantage of that fact.
Organizational efficiency results only if a Board establishes solid policy. It is through that policy that everyone (Board members, the Board Chair, the Chief Staff Officer, other staff and committees) is clear about what is expected of them and what rules they need to comply with as they discharge their responsibilities. The greatest reward that accrues from governing policy is efficiency.
And don't those who support your organization (members, donors, other stakeholders) deserve efficiency? We think so!
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