Expert Coaching. Practical Resources.

January 22, 2019

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Richard Stringham

Board Expectations: Where are they Written?

As a last-minute request, I was once asked to chair an Annual General Meeting for a non-profit organization. There had been some internal conflicts on the board followed by some resignations and the Board (including replacement directors) wanted someone “neutral” to chair what was shaping up to be a contentious meeting. (Note to self: don’t chair meetings in response to last minute requests.)

Sure enough, during the meeting, the divide between board members who had resigned and those who had stayed on became apparent. At one point, one of those who had resigned shared some comments that had taken place in a heated email exchange among board members. At this point, one of the sitting board members passed me a note telling me that privacy legislation made such communications confidential. In this jurisdiction, it did not.

Had this been a board with a set of policies that we had helped to craft, it would have had policies regarding confidentiality. Alas, this was not one of our clients and they did not have such policies. (Note to self: don’t chair contentious meetings without appropriate policies in place.)

Which got me thinking: I, my colleagues at Governance Coach, and governance consultants everywhere provide advice to our clients regarding how to improve their governance. These might show up in consultations directly with the board, or at conferences attended by various board members, or online, such as blog articles.

In response, your board may have an overall opinion that what you have heard are good ideas for improving your governance. And then what? 

If those decisions are not formalized in the minutes of the board meeting, they are simply good ideas that will likely fade in time. If the board has decided to make improvements in its practices, ensure that it is a proper, recorded board decision.

Even better than just officially adopting a good idea, codify it in board policies so that it has lasting effect. 

Do your policies make it clear that the Executive Director has only one boss (the Board) and not 7 bosses (individual directors or committees)? If not, codify it!

Do your policies require that the Board not jump over the CEO and give directions to other employees? If not, codify it!

Do your policies address the level of meeting formality the board will use? If not, codify it!

Better yet, have a policy architecture such as that included in Policy Governance which captures all the values that are important to the Board.

If you have such a set of policies, congratulations! 

Now, do you know where to find these and other board expectations in your policies? I’m betting that a lot of board members don’t! (Note to board members: start checking what the board has already said in its policies.)

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