Good nonprofit Board Chairs are made, not born. Here are ten practices to achieve best outcomes from the Board you are leading, written by Chuck ReCorr.
- Every Board Member participates, but no one dominates.
Chairs must facilitate the dialogue, going so far, at times, to ask each Board Member for their thoughts and not accept responses like, “I agree with Bob.” Chairs must also be able to control enthusiastic dominant members, for example, “Bob, hold that thought, I want to get Sally’s reaction.”
- Decisions or approvals presented to the Board need to be triaged.
Not all decisions require the Board’s intellect and time. The three key questions are: how impactful could this decision be? Which stakeholders are affected and how? Who, if the decision needs to be made, should make it – the entire board, a committee, management, a stakeholder?
- During decision-making discussions, identify assumptions, determine conviction levels.
All decisions involve expectations about the future. Those assumption should be clearly identified by the board. A probability, based on past events or subjectively agreed upon should be assigned to each assumption.
- In Board discussions separate facts from opinions.
The Chair should ask Board Members to distinguish between what they can evidence to be true versus what they believe. There is nothing wrong with opinions, but facts should carry more weight. Strongly delivered articulate statements can sometimes be accepted as facts when in reality they are opinions.
- When prompting a vote, the Chair should issue the consistent voting instructions.
The independence of a board can sometimes be gauged by its voting history. If all votes are unanimous it may be a signal that your board is disengaged. The Chair should make it clear, when a vote is called for are, that a Board Member’s options are: “Recuse yourself, abstain, vote for or against and you have a right to make a comment for the minutes. Vote your convictions.” The Chair’s instructions signal respect for differences in opinion.
- The Chair is responsible to set the Board meeting agenda.
The agenda is the control document for the meeting; its creation should not be delegated but input from Board Members and management is important and should be solicited in advance. The use of consent agendas can be practical to save time, but the Chair must be careful to insure significant issues are formally addressed. Additionally, some proposed topics may be more appropriate for Executive Session.
- Executive Session should be held at every Board meeting.
Executive Session is a meeting without any management representatives. It is an opportunity for Board Members to be candid in their comments and express concerns. No minutes are taken, nor should votes be held. Having executive session at each Board meeting desensitizes management to not being included in the discussion. The Chair should summarize key points to the Executive Director without attribution.
- Testing for the organization’s Succession Plan.
Succession planning for the Executive Director or CEO of the organization is not an event, it is a continuous process. The Chair must routinely ask this question, “Has anything happened that would lessen the effectiveness of our succession plan?” If there has been a degradation of the plan, the Board must begin to address the circumstances immediately. This is a good item for permanent inclusion in the organization’s agenda.
- Job Descriptions for Board Members as a management tool of the Chair.
The Chair should ensure that the Board job descriptions are useful in describing expectations, and not simply boilerplate and limited to conceptual support of the organization. Adding behavioral elements should be considered, such as, “Board members are expected to participate in board discussion, but not dominate.” If clear behavioral goals are not formulated, it is difficult for the Chair to hold Board Members accountable or coach them to improve. Job description should be part of every board package. Re-writing and reviewing the job description is a valuable board project. It can build agreement and focus.
- The Chair should seek feedback from Board Members outside of board meetings.
The Chair is the facilitator and arbitrator of the Board, but at the same time Chairs can use constructive criticism. Rarely does a Chair come full grown to the Board. Some Board Members may be reluctant to speak up during the formal board meeting or even in Executive Session. Providing them an opportunity to give feedback can be therapeutic for them and educational for the Chair.
Chuck ReCorr is a Triangle Community Foundation fundholder, Managing Director of Wealth Management at Bank of America Merrill Lynch, and founder of the Harvard 100.