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 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 Directors’ Duties: Tip 5 – Role of the Board Chair

Board of directors duties - Boad Room CircleBoard of Directors’ Duties: Tip 5 – Role of the Board Chair

Board Chairs generally have two primary roles: to guide the governance process with the whole board and to be the board spokesperson. Let’s first consider the board role in guiding the governance process. Generally, the Board Chair chairs board meetings, making sure that the agenda is followed and that all of the board members are engaged. The Board Chair is also responsible for ensuring that the right things come to the board table, and therefore is the one responsible for the board agenda.

A third element of guiding the governance process is for the Board Chair to ensure that all of the board members are appropriately engaged. If board members miss meetings, don’t do pre-meeting preparation, or don’t contribute during board discussions, it’s appropriate for the Board Chair to talk with them and encourage them to fulfill their roles more effectively.

The second role of the Board Chair is usually to be the spokesperson for the board.  Board Chairs generally fulfill both an internal and external role here. Internally, the Board Chair is the primary liaison with the senior staff person between board meetings: the go-to person for the senior staff person and the one who communicates major messages to the senior staff person on behalf of the board.

The external spokesperson role of the Board Chair is to build a great public image for the organization. This involves communicating with the organization’s owners or members, with the public, with the media, and with its organizational peers. When speaking on behalf of the organization it is important for the Board Chair to share the majority view of the board, even if it isn’t his personal opinion.

Notice, I didn’t say that the Board Chair should express his opinions during board discussions. Often a trusted opinion leader is selected as the Board Chair and his ideas are valued. However, during board discussions it’s important for the meeting chair to focus on managing the meeting process, not to step into content himself. If the Board Chair suspects he has unique, important opinions or information that will likely not get mentioned unless he participates in the discussion, a best practice is to ask the Vice-Chair to chair the meeting so he can be engaged in the content.

I encourage you to select a Board Chair that has the skills to fulfill the role. Choose someone who can facilitates meetings; somebody who’s comfortable having casual conversations with people and encouraging them to fulfill their role better; someone who has strong communication skills.  Both one-on-one communication skills on sensitive issues and large group communications skills are valuable. When you select a Board Chair with the skills to be both the governance process guide and the voice of the board, you will be on your pathway to governance excellence.

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

Board of Directors’ Duties: Tip 4 – Consent Agendas

Board of Directors Duties AgendaBoard of Directors’ Duties: Tip 4 – Consent Agendas

As the term suggests, consent agendas are generally used when the board has several items for consideration to which all board members are likely to consent. This often includes routine matters such as approval of the board minutes from the last meeting, receipt of the most recent financial reports, receipt of staff operational reports, and receipt of committee reports.

For organizations that operate under special government regulations requiring the board to approve specific items that may have been delegated to your staff, approval of a summary report on these items can also be put on a consent agenda. For example, government departments of education often require that the school board approve all hirings in the district, even if it’s the superintendent and school principals that actually do the interviewing and selection. The superintendent can provide a list of ‘recommended’ new hires in the board’s pre-meeting package and board approval can become part of the consent agenda.

The joy of consent agendas is that all of these items, maybe 5, 10, or 15 items, can be voted on at once. This does require that board members get background information ahead of time so that board members are truly informed before voting.  At the board meeting, Bill can say “I move acceptance of the consent agenda items”; Mary says “I second”; the chair asks if there is any discussion, and if none, the vote is taken. When this motion quickly passes, the board goes on to agenda items that really require their time. Often a handful or long list of agenda items can be been handled in less than a minute.

I know that some of you have already discarded this consent agenda concept because you think there are bound to be things in some of these reports that will require discussion. It’s okay; there’s a simple way to have your concerns addressed. If there are items on the consent agenda that you believe need some board time, when the Chair asks for discussion on the consent agenda motion you move an amendment to take those specific items off the consent agenda and make them separate agenda items. As you proceed through the revised agenda there will be opportunities for the necessary clarification and discussion.

Have you ever experienced taking 20 or 30 minutes to get through the financial report even though there were no real concerns? Or an exciting achievement was mentioned in a community relations committee report that the committee members just wanted the board to know about, yet it ate up 15 minutes of precious time.

With a few such agenda items, you have discussed relatively innocuous things and the two hours you had allocated for the board meeting are gone. That’s where there’s joy in consent agendas. As long as the pre-meeting reports don’t cause the board members concern, the long list of fairly standard things can be handled in a minute, which leaves the rest of the board meeting for meaningful discussion on unresolved issues that will materially affect the organization’s future. I encourage you to use a consent agenda for your next board meeting. It will be a wonderful tool in your pathway to governance excellence.

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Board of Directors’ Duties: Tip 3 – Board Meeting Purposes

Board of Directors Duties Team SilhoutteBoard of Directors’ Duties:  Tip 3 – Board Meeting Purposes

There are four main purposes to hold board meetings: to build relationships, gather and share information, make decisions and monitor organizational progress.

First, by eating meals together or participating in recreational activities, or just by having a chance to talk with each other to learn more about their lives, relationships are built stronger so that the board members can work more effectively together for the benefit of the organization.

Second, gathering and sharing information among people with diverse backgrounds, education, experiences, and personalities can broaden everyone’s point of view so that all of the board members are better equipped to make an informed and high quality decision.

Third, making group decisions, board members are only authorized to make decisions on behalf of your organization during duly convened board meetings because it is the board as a whole that has the decision making authority.

And fourth, monitoring organizational progress, the board takes a look at the goals set for the organization and compares actual organizational progress to those goals and then can thank the senior staff person for the progress that they’ve made towards goals for the goals that are fully achieved and can also redirect the operational part of the organization for the goals that don’t look like they’re going to be achieved. I wish you the best as your board practices these four board meeting purposes on its pathway to organizational excellence.

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