Board of Directors’ Duties: Tip 8 – Role of Committees

Board of Directors Duties Team with SilhouttesBoard of Directors’ Duties:  Tip 8 – Role of Committees

Boards often use committees to get work done that would seem rather onerous to be doing at board meetings. Committees can be very helpful to the board. A small group, 2 to 5 people, can research information on major issues with which the board has to deal. They can take the time to explore what’s happening with the competition, to see what leading edge techniques are being used in the industry, to look at the financial impact of a change, to consider pros and cons of alternative approaches, or to identify multiple options for moving forward on an issue. Often what happens next is the committee spends a lot of time deliberating about which option is best. They may consider four alternatives quickly narrow the field to A and B, and then spend hours trying to whether to recommend A or B to the board. When they finally decide B is the best choice, the committee reports at the next board meeting and gets bombarded with questions. “Well, why did you pick this, and have you considered that, and what about this?” And then maybe the majority of the board says “No, we’re not going to go with B”.

What the majority of committee members have told me when that happens is they get deflated. “Why did the board ask them to do a job if they didn’t want them to? I wasted my time. Here we are in a board meeting spending even more time on the issue. Our valuable hard work isn’t even valued.”

Another option is that the committee does the work and the rest of the board says “Yeah! The work’s been done!” “This is an issue that I really don’t want to get into, I don’t understand it so let’s ratify the committee recommendation”, and in 30 seconds the board has officially voted to accept the committee’s recommendation, making a binding decision for which all the board members are liable, and moved on.

I suggest that neither of those results are ideal. The reason the matter has to be brought back to the board is it’s considered of critical strategic importance and, therefore, the whole board needs to think about it. All the board members need to understand this topic. However, it’s very frustrating for committee members that may have spent days trying to decide between option A and option B to have a slap in the face, it seems, by their recommendation not being accepted.

We suggest an alternative. Assign the committee the job of researching, fleshing out options, considering the pros and cons of each option, and summarizing background information. Then, several days before the board meeting the committee sends the analysis they have done, and the research and thoughts that they’ve gathered, to the board members for review. There is no recommendation in the committee’s report. The board members now have to review the research that the committee has put together and, before the board meeting, consider which option serves the organization best.” Then at the meeting there can be a whole board dialogue regarding which option is best.

The committee has added great value to the governance process by doing due diligence and gathering background information, and all the board members fulfill their role of actively participating with diverse perspectives in decision making.

Consider giving your committee the job of gathering information that will equip the whole board to make an informed decision and you will be travelling your pathway to governance excellence.

To get a free training for your board, please visit:

Board of Director Duties: Website Strategic Planning

Board of Director Duties: Website Strategic Planning



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Board of Directors’ Duties: Tip 7 – Wearing the Board Hat

Board of Directors Duties HatBoard of Directors’ Duties: Tip 7 – Wearing the Board Hat

It is important for board members to know when to wear and when to discard their board hats. Let’s consider two times that it’s important for board members to wear their board hats and one time when they should be taken off.

First, let’s consider board members in a mid-week board meeting. Most members are owners, senior executives, or managers of other organizations, and spend most of their business hours in that operational capacity. So when they rush from their management offices into a board meeting their minds may still be full of tactical thoughts. They may be wondering what the staff priorities are today, how they are going to revise the budget and compensate for the spending mistakes that have been made, how the organization’s goals are going to be achieved, or how current challenges are going to be overcome.

It’s critical that when these managers of other organizations walk into the board room they put on their board member hats and throw off their operational leader hats. It is important for them to remind themselves to leave tactical, operational, implementation decisions alone as long as they’re at this board meeting and, instead, focus on policy and high level direction.

The second thing that board members have to remember about their hats is which board’s hat they are wearing. This is often a challenge in national organizations where all or most of the board members may have been selected by regional groups within the organization to represent them at the national level.

Representing regional groups means sharing the perspective of the local constituency so that all the national board members are aware of diverse grass roots ideas and considerations when making a national decision. But when it comes time to vote, time to make a decision for the national organization, it’s important that board members are wearing the hat of the national organization.

To serve the interests of the national organization on whose board they sit, it is important that they make decisions based on what’s best nationally, not what’s best in their region. If their region is going to be hurt by option B but option B is going to be best for 90% of the organization, then the board member serves the national organization by voting with the national best interest in mind, by voting in favor of option B. This is hard to do but it is a key board responsibility.

Now let’s turn to when board members shouldn’t wear the board hat. If you’re sitting on the board of an organization and you happen to be talking to a staff person who asks you an operational question, it is important to say, “I can’t make a decision on that, it’s not my job as a board member to make operational decisions.” And if they say “but you’ve got experience in this, what’s your personal opinion”, board members need to be very careful.

You might say “my experience would suggest that such-and-such is one of the things to consider when making this decision.”  Be really clear with yourself and with everyone else regarding your role in operational matters. Realize that most people you talk to about the organization, probably don’t think that you are sharing your personal opinion. They generally think of board members as board members, and consider what a board member says as a full board opinion or decision. They forget that having a seat on the board only gives one decision-making power during duly convened board meetings.

When your board members are consistent about wearing their board hats, not their management hats, about wearing the hat for this board and not some other organization, and about not wearing their board decision-making or direction- giving hats outside of duly convened board meetings, your board will be moving along the pathway to governance excellence.

To get a free training for your board, please visit:

Board of Director Duties: Tip 3 – Board Meeting Purposes

Board of Director Duties: Tip 3 – Board Meeting Purposes


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Board of Directors Duties: Tip 6 – Role of CEO

Board of Directors Duties Team GlobalBoard of Directors Duties:  Tip 6 – Role of CEO

The Chief Staff Officer, be he called CEO or Executive Director or General Manager, is responsible for leading the work of the organization. He’s responsible for being clear on the goals and implementing the directions he gets from the board.

We often suggest that the job description of that Chief Staff Officer can simply be to fulfill the strategic plan while following board policies. The senior staff person must communicate to the people that report directly to him and then in turn ensure that communication happens down the line, so that everyone in the organization realizes what the goals are and how they are expected to achieve them.

The Chief Staff Officer is also responsible for monitoring, for following up with all the departments in the organization and helping them pull back on track if the goals don’t look like they’re going to get achieved. And the key responsibility of the Chief Staff Officer is to help everything go well.

The Chief Staff Officer is a role model. He is the head of the operational side of the organization; lots of people are watching them. When there’s a conscientious, ethical Chief Staff Officer, there is frequently a trickle-down effect resulting in ethical operations. The CEO has a very important role ensuring that the direction he receives from the board is carried out for a successful organization. When a Chief Staff Officer fulfills his role well, the board sees great results from its governance excellence.

To get a free training for your board, please visit: