Do your board meetings have any of these features?
- long, rambling discussions with no definite conclusion;
- recurring agenda items that get no effective resolution; a constant flow of"emergency" items that need immediate action by the board, sometimes with inadequate research and background;
- meetings that are emotionally charged and draining on all participants;
- meetings that leave directors with a need to discuss how the meeting went - sometimes for a long time.
If you recognize any of these features and want to avoid them, better meeting preparation can help!
There's not a lot ofglamour in it. The "behind the scenes work that goes into preparing for and planning board meetings is tedious, time-consuming and very rarely acknowledged. Directors and observers will notice when meetings are not well prepared far more often than they will notice when preparation has been thorough and comprehensive.
The following guidelines should help your board make sure its meetings are carefully planned and as productive as possible:
The board president (or, board chair) and the general manager should be the meeting planning team. Why? One of the general manager's chief functions is to ensure that information is presented to the board in an accurate and timely fashion to facilitate effective and prudent business decision making. To provide this kind of leadership, the manager should be an important player in planning and preparing for board meetings.
The board president's chief function is to manage the board's work - to make sure that the board accomplishes what it should be doing and to make sure that board meetings are as effective as possible. As the person who will run board meetings, the president needs to think about the board's agenda in advance and have a thorough command of the agenda items.
In planning meetings, the board president and general manager should consider:
- items from previous meetings requiring follow-up;
- attendance or presentations by members that can be anticipated in advance;
- items coming to the board from committees for presentation or action;
- legal reporting, notice or administrative requirements;
- items the board needs to begin discussing now for future decision-making;
- items the board must take action on at this meeting.
Prepare the agenda
The agenda should thoroughly delineate what the board needs to accomplish at its next meeting. Without a carefully prepared agenda, even a well-intentioned board is bound to miss deadlines or fail to follow up on important items. Having a written agenda will also help all board members be better prepared - knowing that the board will be discussing an item will help directors be better prepared to discuss it. The written agenda should be accompanied by background materials and distributed to all directors at least 3-5 days before a board meeting.
Prepare the packet
Beyond just good sense, it is even established in legal expectation of directors that written materials be prepared, distributed to, and thoroughly reviewed by all directors in advance of board meetings. In fact, one of the primary factors that caused the Delaware Supreme Court to hold board members of a corporation personally financially liable for a decision was that directors had not received notice of such an agenda items and had received no written background materials to review in advance. The court's actions clearly establish that is the board member's responsibility to insist that these things happen -- to protect themselves as well as to ensure good decision making.
What should be in a board meeting packet?
A thorough meeting packet will have a cover page that lists the date, time and location ofthe meeting. A complete agenda - a listing of all items to be discussed or reviewed at that meeting - should follow. It is useful to label all such items on the agenda "for discussion only" or "decision needed" to help directors prepare. Putting the page number of background materials next to the agenda item will also help directors find materials and better prepare.
The rest of the packet should be made up of materials that all directors should review before the meeting. This will include a manager's report, financial statements, committee reports or minutes, and proposals. In general, the packet should contain a written document for every ttem appearing on the board's agenda. In this way, the board can focus on discussing the issues and can consider recommendations in advance. With these background materials, the board won't need to spend its time hastily trying to word resolutions or come up with solutions that need careful deliberation. The decisions that are made are much more likely to be consistent with existing policy language and precedent.
Who does all of this work?
Obviously, preparing this type of packet and materials will involve a fair bit ofadministrative work. Just who does this will depend on your co-op, but it should be clear that this is not a responsibility of directors. Board members have clear legal and corporate responsibilities and serving as de facto clerical staff for the co-op is not one of them. Pulling materials together, preparing an agenda, presenting materials in a logical fashion, and distributing packets before board meetings is a routine clerical task. A staff member and/or volunteer (except for sensitive items) can easily handle this job.
This kind of meeting preparation can have many payoffs. Having the president and manager prepare for meetings (using their best judgment on how to frame questions and what kind of background should be presented) will help the board accomplish a lot more and will avoid long, rambling discussions with no constructive conclusion. Having written materials and an agenda in board members' hands before board meetings will help the board avoid potential legal scrutiny ofthe way it conducts business and help board members feel better prepared. Board packets are also a great way for members to be more aware of what the board is considering before a decision is made. Finally, good meeting preparation will add a note of professionalism to the functioning of the board.
These effects will all add up to better decision making, fewer last-minute, "emergency" items, and a more effective board of directors. Perhaps even more importantly, it's possible that a secondary benefit will be more and more well qualified members as potential directors in your next election - a winning combination all around!