Board Meeting Mayhem Questions Answered

Direct and Protect in the interests of the owners.

2. Who does each board member represent?

The entire ownership. Determining who are the owners is utterly essential considering that the board’s job is to direct and protect in their interests. For for-profit companies, it’s straightforward – the shareholders are the owners. For non-profits it’s more complex. It may be all the members in an association or all the area taxpayers for a community hospital. The key is to identify the “purpose-centred ownership.” The people fully aligned with the whole purpose of the organization—or on whose behalf the organization was created—is the most important ownership base.

3. Whose responsibility is it to make meetings go smoothly (and handle flare ups)?

Every board meeting is the board’s meeting. It is the entire board’s responsibility to make meetings go smoothly. While boards appropriately appoint a chairman to serve them by providing leadership to the process, the “process” is the board’s, not the chairman’s. If things aren’t going the way the whole board wishes, the whole board is responsible to refine the process.

4. What contributes to a board working well beginning with the first meeting compared to boards that flounder and fight?

Clarity. When everyone knows and agrees what the board’s job is, what the organization’s purpose is, and what the style for functioning will be, everything goes more smoothly. This ensures current directors are focussed and aligned in their efforts. But the first meeting after an AGM can be difficult because of the lack of clarity on the part of the new directors.

Accepting new board members without confirming that they understand their role and responsibilities is like filling a vacancy on your staff with someone right off the street with absolutely no interview or assessment. Great boards are very deliberate about how they Select new members, regardless of whether the directors are appointed or elected. In fact, great boards are proactive. They look for candidates for their board and they help them become informed and equipped for the job before they are even nominated. They orient the candidates to the organization and the board before they accept the nomination. And they gently, but quickly, correct new board members when expectations are being violated.

5. What is supposed to be recorded in the board minutes?

The essential components of the official board minutes are:

- date, time, and location of meeting

- register of people attending, and people absent

- record of all motions, indicating whether they were carried or defeated

- approval of agenda, past minutes

- decisions by the board

- adjournment

There may be other aspects of the meeting included in the record, but the preferred approach for efficiency and to minimize liability is to keep the minutes very brief.