Here are some guidelines for the proper functioning of a board of directors. A properly functioning professional board of directors does the following, at a minimum:
• Starts on time.
• Has a clear understanding of the objectives and desired outcomes of the meeting.
• Deals in facts, not rumor.
• Avoids war stories.
• Utilizes and sticks to the agenda, but not slavishly.
• Encourages and supports participation by all members.
• Gives every speaker the courtesy of attentive listening.
• Solicits experienced opinion.
• Avoids, like the plague, allowing one or two members to dominate the meeting.
• Analyzes problems, not symptoms, and focuses on solutions.
• Plans carefully and thoroughly.
• Requires management to develop implementable action plans.
• Sets deadlines, timelines, milestones and designates responsible parties.
• Seeks and obtains help when needed.
• Develops alternate solutions. It does not fixate on the “only logical solution.” Pure brainstorming is a valuable process.
• Evaluates its performance throughout the process, not just at the end date.
• Selects, substantiates and recommends the best of the alternatives.
• Provides a fall-back solution as part of the recommendation in the event that the first solution proves not to be viable. This reduces or eliminates the need for interim meetings or waiting until the board can reconvene.
• Breaks complex issues or problems into manageable components and assigns those components to committees or task forces. There is no need for every board member to be involved in every action every time.
• Communicates results and outcomes clearly, accurately, concisely and in a timely manner.
• Keeps complete and accurate minutes. They give everyone the same information, which will serve as a basis for discussion and action at subsequent meetings. They should be prepared immediately after the meeting, if at all possible, and distributed to all board members for their review and approval. This is often accomplished by the negative option, which means that if there is no objection within, say, one week, the minutes are approved.
• Recognizes that, although the board goes on forever, some committees and task forces may be finite. When they have achieved their goals, they should be disbanded.
About the Author
L. Douglas Mault is president of the Executive Advisory Institute, Yakima, Wash.
