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Making Sense: Generating Better Board Decisions

“Making Sense: Generating Better Board Decisions” with Dottie Schindlinger, Independent Sector & BoardEffect. As this 30-minute session was packed with information, we took the time to answer your questions and included them below. For those who were unable to make the webinar, you can view it here: Making Sense: Generating Better Board Decisions

Q: Where there are high levels of engagement, how can we best ensure that board members are not micro-managing, but keeping to their appropriate governance role?

A: This is a great question – and I hope you’ll be able to join our deeper dive on this topic at the Independent Sector Conference “Our Common Future,” in Detroit, October 26. One of the nice ancillary benefits of implementing the “generative governance” framework is that it can help channel the board’s energy specifically to governing – not management. If you think about it, the board really should be spending its time dealing with big picture questions like, “How does this fit with our mission?  Have our stakeholders changed, and does our mission still fit their needs?  To what extent do our programs still fill vital needs in our community?”

If the board’s energy is being poured into investigating the questions that start with “Why,” and “What if,” then management can be left to figure out the questions that begin with “How.”  The best way to jump-start this process is to bring the topic of conversation to the board table. Maybe include an agenda item labeled, “Strategies to Make Our Meetings More Meaningful for Board Members,” which should get their attention. Then have the board chair or governance committee chair facilitate a conversation on the current dynamics at meetings. Ask board members to consider how much time they spend in meetings on minutiae vs. blue sky thinking. Have them write down an answer, and then pass them to the person on their left to read aloud. Focus the discussion on considering, “Why aren’t our meetings more meaningful now?  Why do we spend XX% of our time on minutiae?  What’s the right balance of our time to spend on the governing role?”  These questions have the advantage of actually BEING generative and hopefully will get the board firing on the right cylinders quickly. Use their suggestions to inspire each board meeting agenda.

Q: Will we be able to get a copy of the conference slides – post conference?

A: Thanks for asking!  All of those who attend the conference will receive copies of all the materials presented during the 3-day event. As I’m presenting the session at Independent Sector’s invitation, for those not attending, I won’t be able to send you my slides separately – you’d want to connect with Independent Sector directly about their policies regarding sharing the slide decks with those that don’t attend the conference.

Q: Please say more about use of executive sessions.

A: Executive sessions are a powerful tool. When used right, closed sessions give the board a chance to “look each other in the eye” and hold themselves accountable. When used incorrectly, executive sessions can breed mistrust on the parts of the staff and other stakeholders – and be viewed as running counter to transparency and ethical practice. In public institutions, executive sessions are carefully regulated – and even then, are often surrounded by suspicion. Yet, having served on both sides of this issue – as a board member in executive sessions and as a senior staff member waiting in the hallway until executive sessions ends – I believe strongly that this tool can be a force for good.

Here are a few modest suggestions that I’ve seen work well to build trust among stakeholders, while still giving the board the opportunity to spend time in closed session:

  • Hold a closed session at EVERY meeting, preferably somewhere near the halfway mark. If you only have closed sessions when the board feels it needs “privacy,” then it’s crystal clear to everyone that either the board is a) talking about the executive director’s annual compensation package, or b) there’s a problem that the board is “embarrassed” to discuss in front of an audience. Even if neither situation is the truth, your stakeholders will assume one or the other is true. Yet, if 15-20 minutes of every board meeting are spent in closed session, it’s no longer as fun to speculate what the board is doing – it’s just routine operations and doesn’t raise concern.
  • Be absolutely clear and transparent about the purpose of executive sessions. While every attorney I’ve ever spoken to will warn you against having a detailed agenda or minutes of executive sessions, most would concur that having a stated “purpose” for executive sessions doesn’t cross the line of confidentiality. For example, the agenda might say something along these lines:
    • “CLOSED SESSION: The Board will enter executive sessions, during which time only board members will be in attendance. During executive sessions, the board will briefly reflect on the proceedings of the meeting thus far, and return to Open Session with suggested adjustments to the next meeting agenda. Additionally, the board may use this period of time to discuss issues which – because of regulatory requirements governing the protection of individual privacy such as HIPAA, FERPA, COPPA, GDPR, and others – require the board to maintain absolute confidentiality to protect the privacy of any individuals or entities involved.”
    • A statement like the above should be crafted in concert with your legal counselor and included on every board meeting agenda (NOTE: the above statement represents only my opinion, and should NOT be taken as any form of legal advice.)
  • Keep the closed sessions short. Perhaps the biggest “sin” of executive sessions is when the board abuses it to make the vast majority of its decisions without input from staff and other stakeholders. If this is happening, then setting a time limit and having a clear sense of the purpose of executive sessions is critical. I like executive sessions that don’t last more than 20 minutes. That’s enough time for the board to air concerns, but not enough time to get back into governance mode behind closed doors. If there are sensitive issues requiring more detailed closed door conversations, then I’m a fan of still limiting the time – list the amount of time the board will need on the agenda and stick to it.
  • What should the board do in this routine executive session? First – eat a snack!  There’s quite a bit of evidence to suggest that we make lousy decisions when we’re tired and hungry. Consider the executive sessions as the board’s “halftime.”  Then, the board or governance committee chair can kick off the session by asking everyone to take 1 minute of silence to organize their thoughts in response to the question, “How is this meeting going?  What issues do you feel we’re spending too much time on?  What is getting too little of our attention?  What topics should we add to the next discussion session, either at this meeting or a future meeting?”  Then ask each board member to respond to those questions. If feasible, it’s great to ask board members to write down (on their phone, tablet, or paper) their responses before saying them aloud. This will ensure each director has an equal voice at the table because it avoids the tendency for some strong-willed board members to sway the opinions of others. [You can always shred or delete these musings before adjourning closed session.]
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