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- Chapter 37 -

IMPROVING BOARDS AND BOARD MEETINGS

In school and college, we learn all kinds of things, but very few are the courses on an important aspect of American life: how to be a good board and/or committee member and how to conduct effective board and/or committee meetings.  We are just supposed to pick it up as we go along, learning from others who may not know it so well themselves.  A high proportion of American life is run by boards and committees, so it is important to learn how they work. Improving Boards and Board Meetings: suggestions for serving on Boards And Committees in non-profit service.

It would be valuable to get a condensed copy of Robert's Rules of Order (available from Amazon.com or Robert's Rules of Order Barnes & Noble), which is a fine manual of Parliamentary Procedure, to consult as needed.  Here we will address some practical aspects of making a meeting run smoothly and efficiently.

  1. When it is important, read the minutes.

Some minutes are not mailed, and for those which are, people get so used to accepting them as mailed that rarely are the minutes of the last meeting read.  This is especially unfortunate as an amazingly high proportion of people do not read their mail.  Reading the minutes can be valuable if it was an important meeting with relatively poor attendance.  It doesn't take that long, and in addition to bringing those who were absent up to date, it is a good reminder for the others.  Or it may be that the meeting covered such significant matters that a review for all is appropriate.

  1. The chairperson should keep a list of people who raise their hands to speak, in sequence.

Sometimes several people wave their hands trying to be heard, sometimes frantically, which is distracting and also means that the would-be speakers aren't paying attention to what others are saying.  The chairperson can say, "I am writing down the names of those who raise their hands in sequence, and all will be heard."  With a head nod, looking at an additional hand raiser, the chairperson can acknowledge that the name is going on the list.

  1. Ask for negative votes.

Frequently, when the chairperson hears a chorus of affirmative votes, and it seems clear that the motion has passed, he or she does not ask, "All opposed?"  To ask is the proper procedure according to Robert's Rules.  Furthermore, there are occasions when some few, or even one person, would like to register opposition but is not willing to remonstrate with the chairperson for not asking for other votes, and the opposition, or abstention, is not recorded.  The board should be aware of the fact that there is not total agreement.

I was on the City Planning and Zoning Commission at one time, and a newspaper reporter got hold of the fact that there never seemed to be a negative vote.  Was everything being railroaded?  Surely among ten members, somebody must have had a difference of opinion on occasion.  Well, we were all generally like-minded on matters of zoning, and we were friends, but after the newspaper story, negative votes began to appear.

  1. Arrange the agenda so that the most important subjects are dealt with in the middle of the meeting.

In this way a maximum consideration can be assured, after the late comers arrive, and before people leave for other engagements when the meeting has not yet ended.

  1. Don't let a shortage of time prevent full consideration of an important matter.

It frequently happens that when time is running out, and people are eager to leave, some decision of real importance which should get full consideration is given short shrift.  There are three possible solutions: 1) Defer the matter until the next meeting.  2) Hold a special board meeting.  Or, 3) Appoint a committee which will be empowered to act on behalf of or report back to the board.

  1. Get help for writing by-laws.

The charter is the legal document of an organization, usually filed with the Secretary of State.  The by-laws are a set of rules, established by the board, to determine how the board should operate.  When a board is first charged with writing the by-laws, the tendency is to ask a lawyer who is a member to undertake the task.  A better way to do it, and to get broader input, is to appoint a committee, and get by-laws of several other organizations.  Then each committee member should review all of these before the total committee meets to pick and choose desirable features as they apply to your particular organization.

Other by-laws can be acquired by asking friends for copies from organizations of which they are members, but an easier way is to get a collection from the United Way, or some other organization which might have a number of copies of by-laws perhaps for the same reason you need them.

  1. Make the nominating committee an all-year-round or at least a long term assignment.

Frequently, those on the nominating committee are reminded at 10:00 o'clock in the morning that there is a meeting at 3:30 that afternoon, and they arrive without having done any preparation.  Naturally, they just think of people who have served on other boards with them.  As a result, the same people get nominated over and over again.

A purposeful effort should be made to develop a list of names of capable people who are interested and who have the time.  One way to assist in this process is to appoint the nominating committee for the following year at the annual meeting, and to remind them periodically of their charge.  It can become a habit to identify people at social gatherings or other meetings who would be good prospects.  Just as a life insurance salesman meets someone and makes a mental note that he might be a likely prospect, I size people up as being possible board members.

I was conducting a seminar on "Effective Boards" with a group of women from the Junior Opera Guild.  They pointed out that they had a large board -- twenty new members are chosen each year.  The result is that they had difficulty getting people to serve on the nominating committee, because they only had four weeks to develop twenty names.

"Why only four weeks?"

"Because that's what the by-laws state."

"Change the by-laws.  The board has the power to do this."

They agreed that if the term were for a year, instead of four weeks, it would be easier to get members for the nominating committee, who could then select better prospects for the board.

  1. Don't choose board members just by category.

It is a common failing to say, "We need an insurance man on the board."  Or a lawyer.  Or an accountant.  Or more people from Uptown.  Or Downtown.  Yes, there is value in having broad representation, but the most important thing is to get people who are interested in the work of the organization, who are capable, and who attend meetings.  LEADERSHIP IS WHERE YOU FIND IT, AND IT DOES NOT COME JUST BY CATEGORY.

I was on a board when they said, "We need an insurance man."  So I asked the man from whom I bought insurance.  Because I was a good customer, he did not turn me down, but he didn't come to the meetings.

  1. Give new board members a complete orientation.

It is preferable to tell prospects a great deal about the organization before they are nominated to be sure they would be interested.  But certainly when they come on the board, they should receive copies of the charter, the by-laws, the last annual audit, and copies of recent minutes.  It is surprising how many organizations have physical facilities that have never been visited by some or even most of the board members.

An amazing number of orientation meetings are planned but never take place.  After some delay, a meeting is set, but then it turns out that some members can not attend at that time.  After another delay a second meeting is set, and again cancellation because of attendance.  By then members have been to a couple of meetings and don't feel they need orientation, having missed some basic instruction and knowledge about the organization.  The answer is to plan the orientation early, and hold two meetings if necessary to reach all the new members.

  1. Work up a list of the board members, with a short biography of each, to give to new board members.

It sometimes takes a new recruit a long time to find out who the other people are.  The better the relationships, the better the board can operate.  And, of course, introduce the new board members when they arrive.

  1. Get a motion on the floor.

Sometimes, there is a wide-ranging discussion of a topic, without having it crystallized in the form of a motion, so that everyone can focus on the subject.  To encourage this, the chairperson can say to the person who had the original idea, "Do you want to put that in the form of a motion?"  Sometimes people don't know how to make motions, so frequently there is someone who is skilled in that regard and others turn to that person to formulate the thought.  Usually, there is a laugh when the first individual says, "Yeah, that's what I meant all along."

  1. Start meetings on time.

People learn whether or not this is the case for a given organization, and react accordingly.  We have all learned that meetings of the Metropolitan Area Committee start on the button, but those of another agency start ten or fifteen minutes after the appointed time.  In the latter case, members do not want to waste that extra time and come when they know it will start.  And those who tend to be ten minutes late come ten minutes later still.  That is twenty minutes after the hour!

  1. Don't be intimidated by "Call the question."

It is a common occurrence for some person, who is getting impatient with the discussion, to start interrupting with, "Call the question.  Call the question."  When one person starts this, a couple of others might join in.  They are trying to have a vote taken right at that time, and move on in the meeting.  But maybe there are others who wanted to speak on the issue then under consideration.  Frequently the impatient person has his or her own matter to be considered and just wants to push ahead for that reason.  The chairperson frequently gets intimidated by these shouts and does call for a vote which may be premature.

"Calling the question" is one of the most frequently violated of Robert's Rules.  In actuality, if someone moves to call the question, the chair has to ask if there is a second, and if there is a second, all discussion must stop, and a vote taken.  It takes a 2/3 majority to force the vote.

If someone is calling the question on you, and you still want to speak, call out, "Point of order."  That means that you are challenging the Parliamentary Procedure and the chair must give you a chance to speak.  Point out the 2/3 rule.  Then if only a fourth of the members vote for calling the question, you will have a deep sense of satisfaction and can proceed to speak.

  1. Limit amendments to two.

If a person makes a motion, someone else can move for an amendment.  This means a modification of the motion, not opposition to it.  If the person who made the original motion accepts the amendment, it becomes part of the motion and is not an amendment.  There can be two, but no more than two amendments.  The last amendment is voted on first, then the first and finally the motion itself.

Or a person can make a substitute motion, which is in direct opposition to what has already been proposed.  It is treated as an amendment in the sense that it is voted on before the original motion.

It is amazing how many veteran board members do not understand this.  At a recent a meeting a very prominent person got mixed up and a friendly lawyer had to straighten him out.

  1. Remind the board of the time.

It is perfectly acceptable for the chairperson to point out, when there is a long discussion, that there are a number of other items on the agenda, and the hour is getting late.

  1. Stop excessive discussion in a proper way.

If reminding the board of the hour does not work, there are a couple of alternatives: 1) "We will take four more speakers, and then we have to move on," or 2) "We can carry on this discussion until ten after and then we have to stop."  With this kind of warning, there is rarely any objection.

  1. Consult with board members about committee assignments.

This seems like a very logical step, to find out what people would like to do and what they do well within the context of committee assignments, but it does not always happen.  I was on a board once when the president just went down the list and arbitrarily assigned people as he thought best, and then sent us our instructions as to what we were to do.  There was a revolution, as people objected strenuously.  I was one of the leaders, because he had put me in charge of fund raising.

  1. Establish the date for the next meeting at the end of each meeting.

If there is a set date, for example on a monthly basis, for the next meeting, remind them of it.  But frequently it is necessary to set a date, and it is very important to get maximum attendance to do so before the board members leave the room.  Name dates and times, and inevitably someone will say, "I can't meet then, but go ahead without me."  That is a very common remark, "Go ahead without me."

The answer to that is, "No, Jane, we need you.  If we keep searching, we can find a date suitable for everyone.  What about next Wednesday the 21st at 4:00?"  Keep trying, even if you have to move off into the future.  My experience is that if you persist, you can find a date for all, or almost all.

  1. Consider carefully the time and place of board meetings if you are seeking broad representation.

It is a common practice to schedule board meetings late in the morning, 10:30 or 11:00, or in the afternoon from 3:00 o'clock on at a downtown location.  These are considered "convenient" times and locations.  Convenient for whom?  The people with power in the community?

However, if there is a desire to broaden representation, to include other community stakeholders in the deliberations, it is necessary to take into account that most people can't take time off from work in the middle of the day to attend meetings.  Furthermore, they are intimidated by downtown locations and expensive parking fees.

Consider night or Saturday meetings.  There is a common response, "People don't like night meetings." and "They won't come on Saturday."  Again what people?  It is also necessary to consider a place which is most convenient for all.  If the organization and the subject being considered are important enough, people will meet when and where it is most appropriate for all the members.

There are those who find breakfast is a good time to meet for a small, dedicated group, particularly if it is at a restaurant conveniently located on the way to work.  But for a larger gathering, particularly if it includes car-pooling mothers, the attendance tends to fall off.

  1. Sometimes it is best not to make a decision.

If the vote is so close and the subject so contentious, it might be wise to table the motion and not take a position.

On one occasion the Board of the Federation of Churches met to consider a controversial issue with the plan of taking a recommendation to a state legislative committee.  It was a heated meeting, made all the more emotional by the fact that some people came, who never otherwise attended, to push their agenda.  Their own churches or denominations were not willing to take a stand on the issue, so it was their hope to have the Federation of Churches back the cause they personally supported.  When it became clear that there would be no clear consensus, a wise and skillful parliamentarian, Myrtle Shepherd, moved to table the motion.  Since all could see that it would hardly be influential on the legislative committee to present a recommendation that passed 21 to 19, or a similarly close figure, the motion to table passed.

The legislative committee would probably have felt like the boss did who was very sick in the hospital and who received a card from his employees with the message, "We voted whether or not to send you a Get-Well card and the vote was 11 to 9 in favor."

Experience demonstrates that people will attend board meetings if:

  1. The work of the organization is important, and members have been chosen who are interested in that work.
  2. They can express their opinions and have them considered.
  3. They are given worthwhile assignments.
  4. The meetings are interesting and efficient.

Larger Meetings

Here are some suggestions relating to larger gatherings, with more people than are usually assembled at board meetings:

Have you ever heard the Chairman of a meeting ask, "Can everybody hear me?"  Those who can't are certainly unable to answer.  A better idea is to pick out someone you know and say, "Christopher, you're in the last row, can you hear me?"  Or if you do not recognize anyone in back, "Will the woman in the blue dress in the last row please raise your hand if you can hear me."

How unwise it is for the Chairman to draw attention to poor attendance at a gathering.  Why bring up anything negative?  And, furthermore, frequently half the people don't know that it is a poor attendance.

Even the most experienced speakers often do not follow the important requirement: REPEAT THE QUESTION.  A person up front asks a question which the speaker hears, but is lost on all of the people in the rear.  The answer may be somewhat informative, but not nearly as valuable as if the question were known.

At a luncheon meeting especially, although it may apply to a dinner meeting as well, start the proceedings early.  If they do not begin until dessert, or even late in the meal, the audience begins to leave.  Ask the guests to chew quietly, which gets a laugh, and plunge into the business at hand.

There are always those in the question period after any kind of presentation who want to make a speech of their own to show how much they know or to push their causes.  It is perfectly appropriate to interrupt and say, "What's the question?"  And this does not necessarily have to come from the speaker.

It is appropriate under certain circumstances to alert board members about items coming up at the next meeting so that they can think about them ahead of time or do research which would be helpful.  This is particularly valuable if it is a controversial matter or a brand new one.  The more informed the board members are the more likely the meeting will progress.  It also provides practitioners of the art of boardsmanship to present their viewpoints and elicit support!

One of the disadvantages of learning these things is that it will cause you to squirm in future board meetings when you find principles so frequently violated.

One of the advantages is that you may serve only on boards that interest you and be a skillful member.  And do you know what?  When you have demonstrated your knowledge of these matters, not purposely but just as you apply them, people will turn to you for advice.

board meeting minute, chairman, chair, Parliamentary Procedure, Robert's Rules of Order Committees, Comittee Meetings
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