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: julia@hgf.org

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!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 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 time-limited specific needs.

Drafts board policies

Governance VS. Management

Staff

Day-to-Day

Shorter Term

Operation

Planning

Board

Vision/Big Picture

Longer Term

Policy

Strategizing

Fore

st Trees

30,0

00 fo

ot v

iew D

own to

earth

“NIFO”: Nose in –

Fingers OutThe 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» 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.”

•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 Next Generation Generation of Jewish of Jewish LeadersLeaders

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

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

Rationale

• To maintain confidentiality required bylaw and further the organization’sinterests• To discuss highly sensitive businessissues in private• To foster a more constructivepartnership between the board and chiefexecutive• To build capacity for robust discussion

• To create a forum that is not undulyinfluenced by the chief executive• To encourage more opencommunication among the board• To discuss issues related to the way theboard operates• To address issues related to the chiefexecutive• To build capacity for robust discussion

Topics• Legal issues• Major strategic and business issues• Crisis management• Roles, responsibilities, and expectationsof the board and chief executive

• Audit• Chief executive performance• Chief executive compensation• Succession planning• Legal issues involving the chiefexecutive• Board practices, behavior, andperformance

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

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 & Worriesand 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

Grow the circle

Grow the circle

of support

of support

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:

» 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 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 MeetingDate

Location8:30 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 Meeting9:45 – 9:50 Welcome and Chair’s Remarks9:50 – 10:00 Consent Agenda:

Minutes of the December 1, 2010 Meeting (Document 2) President’s Report (Document 3) Facilities and Development Task Force Updates (Document 4 & 5)

10:00 – 2:15 Strategic Discussions: Presentations and Feedback 10:00 – 11:45 Strategic Plan: Measures of Success (Document 6)

[Noon — Buffet Lunch]12:30 – 2:15 New Marketing Strategy: Implementation Plan (Document 7)

2:15 – 2:45 Governance Committee: Discussion Items (Document 8) Bylaws Board Member Recruitment2:45 – 3:00 Closing

Questions and Discussion

You are a LeaderYou are a Leader