Governing Board Leadership

Boards are criticized by their CEOs and staff for holding too many meetings. They’re also criticized for holding too few meetings. How can this be?  What is the correct number of meetings?  How do you know?

First, meeting requirements

State corporate law generally requires only an annual meeting to remain in good standing.

Your own bylaws will likely also address the number of meetings. Bylaws that permit greatly-needed flexibility will likely stipulate a one-meeting minimum, as well. However, they will also allow you to increase the number of meetings to deal, for example, with a series of crises. Or, in hard times, they will allow you to reduce the number of meetings to lower board fees.

Typically, meetings, other than the stipulated minimum, can be called at the will of the chair, or at the will of a certain number of members.

How can there be too many meetings?

How Many Board MeetingsCEOs with a high need for achievement often want to limit board meetings.  Meetings take a large amount of time to prepare for, attend, and follow-up on. They would rather be working on the goals of the company than attending a meeting to define or review progress on the goals.

The best fix? Make sure your meetings add value. For CEOs and staff, meetings add value when:

  • Needed policy changes are decided upon
  • Needed changes in resource allocation are decided upon
  • Changes in strategy are decided upon
  • There is positive collaboration on solving a problem

For CEOs and staff, meetings do NOT add value when:

  • Most of the meeting time is devoted to what has happened, rather than what should happen in the future.
  • Board members don’t prepare for the meeting by reviewing their meeting packet.
  • Time is spent revisiting decisions made in previous meetings.
  • Decisions are not made.
  • Board members are perceived as seeking to hold meetings to secure meeting fees or travel reimbursement.

The conversation in the CEO’s head goes something like this: “If you spent less time meeting to be sure I am getting things done, I would have the time to get enough done that you wouldn’t worry about it.”

How can there be too few meetings?

This sentiment is usually heard in the non-profit sector, where the individual directors are expected to do some of the work of the organization, most especially, fund-raising. Not being willing to meet is seen by CEOs as a lack of commitment.  That lack of commitment then lessens the commitment of staff.

This also occurs in the for-profit world when boards are composed of very busy individuals who are willing to go with their gut feel for whether faith in the CEO should be continued. But, the CEO feels alone out there, not knowing if his or her back will be covered when tough decisions go down, because there is always a downside. Always someone disappointed.

What’s the right number?

The answer to that question should result from conversations between the CEO and the board. Every board should have these conversations, in which these kinds of issues are discussed:

  • In the last year, were any meetings unnecessary? If yes, what is an alternative way we could have handled what we dealt with at that meeting?
  • In the last year, were there situations in which a meeting should have been called that was not?
  • What has been the impact (cost) on the organization of not having the right number of meetings?
  • What is the root cause of this error?
  • What solution could be put in place? (Examples:  audio conference meetings, vote-by-email, virtual meetings, using consent agendas, better use of committees, giving the chairman more power, and so forth.)

The exact number of meetings is not a cut and dry, consistent answer for every board of directors. Answer the above questions and have a frank discussion with the CEO, staff and full board.  Then put an action plan in place to improve your meetings and their results in the future.