You Asked: I chair a board that meets monthly. The problem we are having is that the attendance at board meetings is irregular. Because of their inconsistent attendance some of our directors don’t have full awareness of what decisions we have made and why we have made them. What can I do to get board members to see the importance of attending all meetings?
Answer: I believe the solution to this common problem lies in the expectations that are expressed to board members when they agree to allow their names to stand for election. In many cases prospective board members don’t really appreciate the weight of responsibility that board members share. I have even heard nominees being assured that there isn’t much to being a board member. There seems to be a fear among some boards that they won’t get people to agree to stand for election if the job is too big. It’s a mistake to suggest that board members can take their responsibility lightly.
The best way to handle your situation now is to have an open discussion about attendance at your next meeting. Include it on the agenda, and be sure that the agenda is distributed to each member well ahead of the meeting. I suggest that you make a special request that directors attend this meeting.
If you do not already have a policy about meeting attendance, suggest that a policy be drafted to reflect the discussion about this agenda item. If you are transparent and forthright about this matter, the board will deal with the problem. It’s not dealing with the problem openly that has allowed the poor attendance to develop in the first place.
Take the opportunity to emphasize the reality that the board has been entrusted with almost all the authority of the members who have elected them. A significant responsibility goes with this authority. That means that there are great expectations associated with the responsibility – expectations that cannot be fulfilled without regular attendance at each meeting. It is better to allow some board members to resign than to allow poor attendance.
There are several other things you might also consider.
First, ask the board to consider an alternative to monthly meetings. In my view monthly meetings suggest that your board has not completed the transition to becoming a governing board from a managing board. When management is delegated to your CEO appropriately, monthly meetings should no longer be necessary. Your board may consider reducing meetings gradually from monthly to bimonthly and then to quarterly. Under normal circumstances a governing board should not need to meet more than three or four times per year, but the meetings will be longer. The cost of missing any one of these meetings is greater, of course, and the board members will know that.
Second, take care to negotiate the dates, times, duration and location of the meetings to meet the needs of the current board members. It is clearly more important to accommodate the present board than to follow a tradition that suited the past but doesn’t work in the present.
Third, consider inviting a consultant experienced with governance to lead your board in a review of its performance. A proper review will affirm the board in its strengths and re-direct the board in practices that are weak or lacking. This is one of the most effective means of showing your board that quality and excellence in the boardroom is just as important as among the staff.
This performance review should include an evaluation of the structures and processes needed by your board. The Relationship ModelTM is specifically designed to assist you and your board with issues like the one you raise.
Clearly, however, the most important single answer to your situation is to deal with it formally and openly as an agenda item at a regular board meeting.
Les Stahlke, President/CEO
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