Governing Board

This post from Bill is directed to our many readers who are either on a board of directors or work closely with the board of their organization. Bill is focusing on fixes for an all too common issue with boards – attendance. Here is his look at the problem and solutions.

Recently I was reminded of the importance of director attendance as a long standing client revisited yet again this gnawing issue.  We came away with some new approaches that might prove helpful.

What is an attendance problem?

Board Member AttendanceIt is more than missing meetings.  Operationally, attendance means being there,  being there on time, being prepared, not taking cell phone or other calls, not leaving early and honoring the schedule for breaks.

Why Attendance Matters

Poor attendance impacts:

  • The ability to secure a quorum and actually conduct business.
  • Time spent  revisiting issues for those not in attendance at the last meeting.
  •  Working relationships among directors, as absences create the perception of an unequal level of commitment and burden of responsibility.  In the recent client experience, the board had to postpone an important work session because the members, who originally called for the session and were most in need of understanding the material to be presented, were not in attendance.  Those who did attend had given up a day of work, left families, etc. to travel in for the meeting.
  • Director turnover.  Directors re-up only if they have passion for the mission, a sense that they are productive and feel as if their fellow directors are shouldering their fair share.

There are also some not-so-obvious impacts besides those listed above.

  • Erosion of leadership.  Employee morale and commitment keys off leadership.  A board that does not set and maintain high standards for itself will have a hard time doing so for staff.
  • The impact upon the working relationship with the CEO can be dramatic.
  • Staff at all levels become quite cynical over time about a board that questions staff work and demands high performance, but does not apply those same standards to their fellow directors.

Conversely, a highly committed board as reflected in attendance, review of packet materials in advance, willingness to learn, fund raising and public relations support will have a huge positive impact upon commitment and morale.  Such a board creates strong followers.  Boards may be unaware of this impact as staff often don’t attend meetings and directors don’t visit operations.  However, it has been proven time and again with the boards and organizations I have worked with.

Potential Solutions

Solutions differ based on legal structure.  If the bylaws require election of directors by shareholders, then removal can only be by vote of said membership or a court of law. If the board is self-appointed, then removal by fellow members is allowed.

For Self-Appointed Boards

I recommend a strict attendance requirement that calls for automatic removal of directors who miss more than 25% of all board, committee and training sessions in a year.  Do not allow for excused absences in your policies.  Chronic illness, family disruption, conflicts with work—these are all valid reasons for why at this point in one’s life, a director is not able to serve.  In all my years of working with boards, I have never witnessed an excused absence provision that was not a blank check to attend when you like.  Chairmen are simply not willing to make the call that an excuse is invalid or ask a director to step down when life’s demands do not allow his or her full commitment to the board.

For Elected Boards

This is more challenging.  Some recommendations:

  • Publish attendance in newsletters or proxy statements for re-election to the board.
  • Have an attendance provision in your policies that define responsibilities of serving on the board.  I like not allowing more than a 25% absence rate to the meetings, including work sessions, committee meetings and the like.
  • Have the chairman send a letter to any members who are close to and then have exceeded the attendance requirement asking them to consider stepping down as they have not fulfilled their commitment to those who have elected them.

For both types of boards

Having the board in the meeting is not the only goal, however. There are accompanying disciplines of board members that build the foundation for solid board meetings. Reading board packets prior to the meeting, attending on time, coming back from breaks, avoiding cell phones interruptions and staying until the end of the meeting should be set out as an expectation in policy and enforced by the Chair. Encourage your board to understand and adopt a mind set that respect is not something you can demand by virtue of your position as director but rather something earned by the example you set.

This entire subject area may seem trivial but it is my experience that performance here has a huge impact on the culture of the board and the organization as a whole, and thus its overall performance. Questions or thoughts? Send me an email.