- Posted by Richard Stringham
- On June 11, 2019
- Board Meetings, Board Recruitment, Governance Improvement
Does your board suffer from revolving door directors’ attendance? In other words, some board members attend board meetings on an erratic basis: a meeting here and another there. Even if your board enables distance connection, these board members have spotty in and out attendance.
Of course, who can blame them? These are busy people who have been recruited because they are effective in their own careers and personal lives. They have a lot to offer; if only there weren’t so many demands on their time!
As long as the board achieves quorum, it can conduct business; so, what concerns could possibly arise from someone missing meetings on a regular basis?
When making its decisions, the board must operate as a whole. This does not mean that all board members must think alike. Instead, it means that a group of diverse thinkers share their opinions and make informed decisions based upon the group’s collective understanding. When a director’s chair is empty, her input is not available for the group and the board cannot operate with a temporary substitute to fill in on her behalf.
Secondly, the board’s work should enhance its thinking about the future. We recommend to our clients that they work to build future thinking into most of their regular meeting agendas. Doing so gives board members time to explore and reflect on possibilities in a deeper way than can be achieved in a retreat session. An absentee director misses out on that exchange of ideas.
Thirdly, the absent director is hampered in fulfilling his fiduciary duties. Yes, he can read the reports prior to the meeting and forward his input. After the meeting, he can read the minutes and, in some jurisdictions, even have his dissent recorded, although it won’t change the outcome of the vote. Obviously, this is not the same as being there and being a part of the deliberations and voting.
Some boards respond to this issue by requiring more board members than are needed in expectation that there will always be a significant number of absentees. I don’t consider this a healthy approach for the reasons noted above.
So, what can a board do?
Begin with a high expectation in your bylaws or, if appropriate, your policies. For example, if a board member misses xx meetings in a year, that member has automatically resigned. No qualifiers. For example, don’t include a “without appropriate reason or prior notice” clause as the reason for absence does not mitigate the above concerns. The director is there for the board, not the board for the director!
Consider a higher level of quorum. Most parliamentary authorities and, if applicable, legislation, will require a minimum quorum to be a majority of the board. (That is: greater than 50%, not the erroneous “50% plus 1”). But usually those are minimum standards. Often the organization has the authority to require a higher level. Typically, this should be stated in the bylaws.
And lastly, consider your expectations of potential candidates. Be brutally honest about the amount of time required and when that time is required. When are board meetings held and how long do they really run? Approximately how much prep time is required? What other time is needed for committee work or ownership linkage activities, etc.
Getting the right people to the table is important for a board to be successful. But getting them to the table is just as important as getting the right people!