As identified in “Digging Deeper: Demystifying Non-Profit Board Responsibilities in Canada,” every Board of Directors has three primary responsibilities: Duty of Care, Duty of Loyalty, and Duty of Obedience. When translated, these three responsibilities say that a Board must act to ensure resources are used appropriately, activities are Mission/Vision directed, decisions reflect what is best for the organization, and the non-profit complies with all regulations.
When a Board acts in the organization's best interest, makes rational and strategic decisions, and ensures the organization is managed thoughtfully, a Board fulfills its purpose. In short, it is functioning as it should.
If only reality were that simple.
Do you see any of these practices during Board meetings?
Boards are complex entities, made even more complicated by the individuals who sit on them. Here are five things to watch that may indicate
your board is not functioning at its highest level.
Diverse ideas are not welcomed at the Board table, or one or two board members dominate the conversation. This leaves no opportunity for others to share a different opinion, propose looking at a situation through a different lens, or ask questions to gain additional clarity.
The Board Chair or Vice-Chair is not managing Board conversations and is letting the conversation flow freely without trying to ensure all voices are heard, ideas explored, and differences examined. In this situation, only the extroverts, the loudest and most vocal board members, or those who process ideas by speaking, are heard. The quieter introverts, often more observant and think things through carefully, rarely have the opportunity to share their perspective.
The boundaries between the Board and Executive Director are unclear. The Board may make operational decisions, or the Executive Director may make strategic organizational decisions. In emergencies, this may be unavoidable. On an ongoing basis, the Board (strategy) and the Executive Director (operations) must stay in their own lanes.
Board Agenda and Reports are not read in advance of Board Meetings. While this will happen, it should not be a regular thing. Board members who are not reading their Board packages before the meetings are not fully committed and are ultimately on their way out the door due to a lack of engagement.
The Board is having difficulty achieving a quorum for decision-making. Your bylaws outline how many people must attend a meeting to make decisions. If not enough board members show up, then decisions cannot be made. This stretches out timelines, causes additional work for everyone, and stalls the leadership team's progress toward goals.
If you see any of these challenges arising at your Board meetings, it is time to sit down and determine how the dynamics can be changed.
Overcoming Poor Board Practices
Let’s explore how a Board can overcome these scenarios.
Where diverse ideas are not welcomed, take the time to co-create conversation guidelines for the Board or utilize a talking stick to ensure everyone has an equal opportunity to reflect on and share their perspectives.
If the meeting chair has difficulty tracking whose turn it is to speak or how long someone has spoken, assign a Board member to record who has raised their hand to speak and stick to the order. Limit time to how long someone can talk to ensure they are concise and clear.
When boundaries are unclear between the Board and the Executive Director, discuss the Board and the Executive Director's job descriptions as a group. Examine who is responsible for what and create a visual cheat sheet to remind everyone which lane they should be in. This excellent Board development exercise helps the Board and the Executive Director understand how the roles fit together.
When Board members do not read their agendas and packages in advance, it is difficult for them to help make informed decisions. If this is the case with your board, consider making reading the board package a requirement. There are many creative ways to get them to pay attention. Here are two: 1) Bribe them. They get a chocolate or treat if they read the agenda and package and find the “secret” phrase. 2) Create a cheat sheet with key points and areas to focus on. This is more work for the ED, but a simple one-page report they can scan is often more manageable.
When a board is having difficulty achieving a quorum, this is a sign that Board members need to be more engaged or are overcommitted to other activities. When Board agendas and packages are sent out in advance, ensure that you get RSVP’s from each member. The Chair or Vice Chair can coach the members to encourage their ongoing active involvement. If a member cannot attend, consult your bylaws for a clause on commitment and attendance.
While not a comprehensive list of all the signs and potential solutions to board challenges, the insights shared here can apply to many kinds of board dysfunction. Board dysfunction generally involves communication, commitment and engagement, personalities, and who is responsible for what.
One of the best ways to overcome any board dysfunction is to have an open, honest conversation with your Board members. An in-house or contracted facilitator can lead this. During this conversation, you will explore what’s getting in the way and how, as a group, you can overcome the existing board challenges.
I’m curious to know what board dysfunction you have experienced and how your organization overcame it. Share your stories below.