You have recently been elected to the board of a large association. There are over 30 other directors, each serving a three year term, with one third retiring each year by rotation. The association is quite well organized, with a staff of eight and a total of fourteen committees dealing with such matters as membership, membership services, activities, annual events (e.g. conference), branch relations, public affairs, publicity and promotion, finance, and so on.

At your first board meeting you arrive and find a thick pile of papers at your place with an agenda on top. Promptly at 2:30 the president calls the meeting to order and asks each committee chair to present their report. After each presentation there are numerous questions from other board members, including some criticisms and the occasional recrimination. The whole process takes over two and a half hours.

The chair then proceeds to the subject of finance and, for the first time, invites the general manager to present and comment upon the latest quarter financial results, which relate to the month end almost three months ago. Fee income is down, he says, due largely to either lack or tardiness of renewals. Expenditure is up, again largely due to unforeseen requirements from some committees, noticeably marketing and public relations.

By this time it is almost six o’clock and some board members are getting hungry. Another six items remain on the agenda, covering such topics as future events, a proposed publication, additional member services, and an approach from a kindred organization offering to joint venture in a very prestige forthcoming event. The chair states that he would like to complete the meeting by 6.30 p.m.. At this point you nearly explode, but contain yourself and buttonhole the chair on the way out. “Can we spend a few minutes together over a drink? I would appreciate a few minutes of your time.”

Focus on constructive criticism

This scenario is almost comic, with so much wrong that it seems a little farfetched. Unfortunately, however, it is all too true, all too often. Your quiet chat with the chair is, in this case, badly needed. In your comments, it is crucial to be constructive and not to be openly critical. Remember, we are dealing, primarily, with volunteers.

Agendas are often not circulated ahead of time, if at all. I have regularly been to board meetings with a pile of papers, inches thick, at my place – an impossible situation. How can you brief yourself, ask intelligent questions, or contribute to the discussion in a constructive manner? The pressure, however, to demonstrate involvement and give your two cents worth is often overwhelming, resulting in seat-of-the-pants contributions and instant decision-making. Is this an unavoidable situation? The simple answer is “No”. The solution is simple, everyday common-sense good management.

Advance communication and prioritizing are essential

Firstly, board papers must be made available well ahead of time. Two weeks is not too long. Secondly, reports are history. Nothing can be done to change what has already happened. Unless something material has happened since the report was prepared, or unless there is a fundamental and important question involved in the report, it should be received, preferably without debate. Don’t give more than one-third of the meeting to items that are history, with perhaps, one exception – the financial report. Here, variances must be reported and explained and actions agreed on.

The chair should also endeavour to ensure that criticism (in the modern usage of the term) is, in general, kept out of the boardroom. If there is a need, as sometimes there is, it should be administered privately, if not by the chair alone, then by a small committee of two or three. It could also help considerably if a realistic timetable for each agenda item is agreed to in advance of the meeting with the general manager. Where necessary, other key portfolio heads should have advance input. Above all, the agenda should be prioritized. Then, if there is competition for time, only the less crucial items will end up tabled for the next meeting.

Brian Lechem is the president of Boardroom Advisory Services and the Editor of Boardroom, a monthly newsletter of review, analysis and guidance for corporate directors. For more information, call (416) 494-1440.