Transcript Leading the Board to Make Decisions Grinspoon Institute Annual Conference 2011 Julia Riseman, Grinspoon Mentor.

Leading the Board to Make
Decisions
Grinspoon Institute Annual Conference 2011
Julia Riseman, Grinspoon Mentor
Note to Reader:
 There is logical no order to these slides
 These slides represent sheets of flip chart paper posted on
the walls of the conference workshop on “Leading the Board
to Make Decisions” – but with more detailed!
 Please contact me if you have questions: [email protected]
Legal Obligation of Board Members
Duty of Care
 Using your best judgment
 Actively participating, paying attention
 Asking pertinent questions
Duty of Loyalty
 Disclosing conflicts of interest
 Putting aside personal and professional interests
Duty of Obedience
 Staying true to the organization’s mission
 Obeying the law, both public and organizational
Your Mission Statement
 Posting the camp’s mission statement on every Board agenda
is a good idea. It helps direct the Board to make decisions in
keeping with the organization’s statement mission.
 Refer the Board to read the mission statement if there is
confusion or disagreement about a decision to be made.
 For example, imagine a debate when setting the price of
camp fees: “Should the price of camp be kept low so more
families can afford it, or raised to cover raising costs?” What
does our mission statement say? If affordability isn’t in the
mission statement, then it isn’t the mission of the camp.
We do it for the kids!
5 steps of decision making
Frame a decision in advance for the Board using these 5 steps. These can be
outlined on one page and included in the Board packet to show that thought
and research has been put into the proposed decision.
1. State The Problem - Until you, and the whole Board, have a clear
understanding of the problem, it is meaningless to proceed with a decision.
2. Identify Alternatives - Sometimes your only alternatives are to do it or don't
do it. Most of the time you will have several feasible alternatives. Identify the
alternatives for the Board’s education.
3. Evaluate the Alternatives - Present the Board with the alternatives, how they
were evaluated, the budget impact, and why the current solution is proposed.
4. Make A Decision – Present the Board with the problem, the solution being
proposed for a vote, the alternatives and why they are not recommended, the
budget impact of the decision, have a discussion, and call the Board to make a
decision.
5. Implement Your Decision - Part of the implementation phase is the follow up
with the Board. The Board’s follow up ensures that the implementation sticks.
Board Leadership
Board vs. Committee Decisions
Board as a whole
• Defines the mission
• Establishes strategic
direction
• Hires, evaluates, or fires
chief executive
• Governs (sets policies)
• Delegates work to
standing Board
committees or task forces
Board Committees
 Standing committees are
listed in the Bylaws
 Board committees should
support the Board’s work
 The Board can set up Ad
Hoc Committees or Task
Forces to work on timelimited specific needs.
 Drafts board policies
Staff
Vision/Big Picture
Day-to-Day
Longer Term
Shorter Term
Policy
Operation
Strategizing
Planning
Trees
Forest
Board
Down to earth
30,000 foot view
Governance VS. Management
“NIFO”:
Nose in –
Fingers Out
The prevailing view for
For-profit Corporate
Directors
“HHI-HO”
Non-profit Boards should stay
“Head & Heart In -- Hands Off!”
“Hhi-ho, Hhi-ho, it’s off to work we go!”
Role of Executive Committee
 Traditionally, the role of the Executive Committee was to act
on behalf of the board during the interim times between board
meetings. Because of that important role, the committee was
traditionally comprised of the board officers and committee
chairs. This group started to vet board decisions.
 With easy access to conference calls and email, there is no
longer a need for a small body to act on behalf of the board
between meetings.
 In almost every board with a strong, active Executive
Committee, the board as a whole is disengaged.
 Recommend that the Ex. Committee membership and energy
be directed instead to the Governance Committee!
WHY?
Support and strengthen a great Jewish Camp experience
Roberts Rules of Order
 http://www.robertsrules.org/rulesintro.htm
 I don’t recommend using them for Camp Board business.
» Requires extensive training of all Board Members
» A focus on formal parliamentary procedures can distract the Board
attention away form strategic conversations, and discourage some
Board members from full engagement
 Alternative
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Professional, focused, and warm tone to meetings
Consistent Board member orientation, and clear expectations
Agenda and documents in advance of Board meetings
Review of quorum and minutes at the start of every meeting
Clear about items for discussion only or requiring a vote
Good facilitation skills of the Board President
Norms and expectations for full and fair participation
Managing Difficult Board Conversations
“A thoughtful, attentive, and even-handed board chair is critical in managing
difficult conversations.”
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Set the context for the decision before discussion starts
Invite open discussion and different points of view: “Does anyone have a
opinion? “ “Does anyone have a different point of view?”
Politely limit the length of any one person’s presentation or discussion
Remember that feelings will become more intense towards the end of the time
allowed for the discussion – “intense” doesn’t make it more important.
Do not allow the discussion to go overtime, unless the Board votes to extend
the meeting, and then seek Board agreement on the new end-time.
Help the Board see progress in its deliberations by reflecting and repeating back
a balanced review of what you heard in the discussion as far.
Remind the Board of the decision at hand.
Do not offer your own personal opinion unless asked or needed. If you do
contribute your own opinion, state it as such before you speak.
If stuck, turn to your trusted Board VP for a quite consultation (yes, whisper in
front of the whole Board) to consult on getting the discussion back on track.
The quite pause will help you, and the rest of the Board, think and re-group.
Next
Generation
of Jewish
Leaders
The Difficult Board Member
1. During a Board meeting, maintain calm, even-handed, and
professional. Direct the Board to make a meaningful decision
2. After the meeting: Speak with him/her one-on-one, listen, and
provide constructive feedback
3. Involve the Board Governance/Nominating Committee
» Review the Board member job description with the Board
» Hold all Board members accountable for performance (do not have a
double standard for expectations)
» Request that Board members to resign if they consistently do not uphold
the responsibilities listed in the Board member job description
4. Review the bylaws regarding term-limits
» Term-limits are healthy way to limit the impact of difficult Board members
and foster new, healthy engagement of new Board members
Executive Session
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Board-only conversation
Others (staff) attend by invitation only
Do not take minutes
Set tone: confidential, safe for open discussion, no votes,
stick to the facts and issue at hand
Have Board agree upon what will be said about or what can
be shared from the executive session
Communicate to staff and others only the above
If the Board is ready to take action, return to a formal Board
meeting and then take a vote, and minute the result.
Have the minutes reflect that the Board met in executive
session
Use of Executive Session
Board with Chief Executive
Board Alone
• To maintain confidentiality required by
law and further the organization’s
interests
• To discuss highly sensitive business
issues in private
• To foster a more constructive
partnership between the board and chief
executive
• To build capacity for robust discussion
• To create a forum that is not unduly
influenced by the chief executive
• To encourage more open
communication among the board
• To discuss issues related to the way the
board operates
• To address issues related to the chief
executive
• To build capacity for robust discussion
• Legal issues
• Major strategic and business issues
• Crisis management
• Roles, responsibilities, and expectations
of the board and chief executive
• Audit
• Chief executive performance
• Chief executive compensation
• Succession planning
• Legal issues involving the chief
executive
• Board practices, behavior, and
performance
Who might be
invited
• Senior staff
• Professional advisors
• Professional advisors
Frequency
• At the start or end of regular meetings
• As needed, e.g., litigation
• At the start or end of regular meetings
• As needed, e.g., for audit
Rationale
Topics
From BoardSource
KPAWN
KPAWN Sessions: An Executive Session with the Executive
Director.
 To support the chief executive, some boards have adopted
KPAWN sessions to discuss what Keeps the President
AWake at Night. These executive sessions, with just the
board and chief executive, create an informal setting that is
“off the record.” They are intended not for taking action, but
rather for thinking together.
What we can do together!
Crisis, Risks & Worries
and what should be disclosed to the Board
 Plan ahead.
 In a crisis: A spokesperson (usually the chief executive) is
designated to issue public statements.
 A crisis control team should be formed to lead the planning,
monitor ongoing crisis mitigation, and manage a crisis when
one occurs. The team can be board or staff driven.
 Check bylaws for rules on called Board meetings and use the
executive session for a confidential conversation.
 Consult your organization’s legal council ahead of a crisis to
outline the types of items that require disclosure to the
Board, and those that do not.
 Any lawsuits again the camp requires disclosure.
 Form 990s should be reviewed by the whole Board
Building Board Community
Strengthen the Board’s ability to work together by building
relationships and a team feeling:
 Socialize together, such as a Board wine & cheese and invite
family members to attend.
 Conduct yearly Board retreats and build in “down time”
together.
 Go on the Camp’s ropes course together and experience
camp programming.
 Make time to set up face-to-face, one-on-one meetings over
coffee with individual Board members and check-in.
 Support a “formal and professional” tone to Board meetings,
and a warm and engaging tone outside of meetings.
 Personally thank Board members as soon as they make a gift.
Consent Agenda
While not difficult to use, a consent agenda requires discipline in
working through the following seven steps:
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1. Set the meeting agenda
2. Distribute materials in advance
3. Read materials in advance
4. Introduce the consent agenda at the meeting
5. Remove (if requested) an item from and accept the consent agenda
6. Approve the consent agenda
7. Document acceptance of the consent agenda
With a consent agenda, what might have taken an hour for the
board to review, takes only five minutes. Because it promotes
good time management, a consent agenda leaves room for the
board to focus on issues of real importance to the organization
and its future.
Items commonly found on consent agendas
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Minutes of the previous meeting.
Confirmation of a decision that has been discussed previously. Some decisions may need a
final administrative touch before the board can vote on them. After such details are resolved, the
board may vote on the item via consent agenda at the next meeting.
Chief executive’s report. However, chief executives who prefer to use a few minutes of the
board meeting to draw attention to a particular issue outlined in the memorandum should exclude
their report from the consent agenda.
Committee reports, only if they do not require Board discussion
Informational materials. To educate members about the organization, staff provides the board
with reports and documents that do not require any action. These might include human resource
policies, statistics on compensation levels in similar local organizations, a copy of the IRS Form
990 before it is filed, or a real estate analysis of the local market. However, if these materials
relate to discussion items, they should be included as a part of that agenda item rather than
placed on the consent agenda.
Updated organizational documents. Organizational documents periodically need to be updated.
Rather than waste meeting time, updates — such as typographical errors in a document that
requires board approval, new dates or locations for board meetings, changes to the organization’s
name or address in legal documents, revisions to the bylaws after changing the title of the chief
staff officer — may be added to the consent agenda.
Routine correspondence. The board may need to sign standard letters to donors, renew major
vendor contracts (whose terms have already been renegotiated), or confirm a conventional action
(such as opening a bank account) that requires board approval as stated in the bylaws.
The Consent Agenda: A Tool for Improving Governance www.boardsource.org © 2006 BoardSource
You inspire others
The Agenda & Documents sent in advance
Board of Directors Meeting
Date
Location
8:30 a.m. – 9:30 a.m. Full Board Executive Session
Chief Executive Assessment: Feedback and Approval
(Document 1)
9:45 a.m. – 3:00 p.m. Board Meeting
9:45 – 9:50 Welcome and Chair’s Remarks
9:50 – 10:00 Consent Agenda:
Minutes of the December 1, 2010 Meeting
President’s Report
Facilities and Development Task Force Updates
(Document 2)
(Document 3)
(Document 4 & 5)
10:00 – 2:15 Strategic Discussions: Presentations and Feedback
10:00 – 11:45 Strategic Plan: Measures of Success
[Noon — Buffet Lunch]
12:30 – 2:15 New Marketing Strategy: Implementation Plan
2:15 – 2:45 Governance Committee: Discussion Items
Bylaws
Board Member Recruitment
2:45 – 3:00 Closing
(Document 6)
(Document 7)
(Document 8)
Questions and Discussion
You are a
Leader