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.

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.

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!