“Welcome to the board, we’ll see you at the meeting next week!”
These are scary words for a new director. Questions (or fears) quickly arise. “What is expected of me? Will I be prepared? Are there meeting protocols? Am I ready to vote on important issues?”
It causes some directors to freeze. A common response of new directors is, “I won’t say anything during my first six months of meetings; I’ll just be an observer.”
Instill Confidence
All leaders are trustees of the corporation, whether they have served six days or six years. They have fiduciary duties. Their names have been submitted to the state’s division for corporations and to the IRS.
Upon installation they have fiduciary duties for the organization, building on the principles of care, loyalty and obedience.
To instill confidence, be honest about expectations of the job. The nominating committee or executive director should be frank about director responsibilities and the serious commitment they’ve made. Explain all aspects of the job, from board meetings to committee involvement and fund raising. Leave nothing to surprise.
The orientation builds confidence. Provide the documents necessary for good governance. It is frustrating for a new director to sit at the board table wondering what’s in the bylaws, policies and strategic plan. Organize the documents in a board portal, notebook or memory stick.
Board Culture and Processes
Every board has a unique culture and processes in place. To a new director the terminology can be bewildering. There will be agendas, financial statements, reports and rules of order. Don’t let the culture feel awkward.
Consent Agenda – The non-controversial reports distributed with the agenda for directors to read before the meeting is referred to as the consent agenda. There is a fiduciary duty to prepare for meetings by reading and possibly questioning the reports.
Agenda – An agenda provides format for the meeting. From start to finish it includes what should be accomplished. It may indicate time parameters for each item and identify who or what committee is responsible for reporting. New directors should learn how and when to introduce new items for the agenda. The agenda should be aligned with the strategic plan.
Rules of Order – To maintain order, process and decorum at the meeting, a form of rules will be adopted. New directors should be told of the rules and have knowledge about how they work.
Officer Roles – Everybody at the board table has an equal vote. The officer positions (chair, vice chair or chair elect, past chair, secretary and treasurer) each have added duties. Learn the best ways to understand and interface with each person at the board meeting. Other seats may be filled by ex-officio and emeritus members of the board.
Gavel to Gavel – The authority of board of directors exists from gavel to gavel – convening to adjourning. Individual directors have no power in between board meetings but only as a governing body.
Committee Reports – While the board is discouraged from “doing committee work at the board table,” there are likely to be reports. Respect the work of committees and promote reports that are brief, with bulleted items and info-graphics to communicate important points.
Professional Staff – Beyond the board of directors, most likely the organization’s executive director will be at the table to offer information and advice. Senior staff might be invited, as well as other board counselors in the form of accountants and attorneys.
Performance Measures – Though the organization is most likely a nonprofit entity, there is significant value in setting and monitoring performance. As proposals are offered it is ok to ask, “How will we recognize success of the program or monitor its progress?” Performance measures are a tool to stop doing something that is not meeting objectives and is siphoning resources from other performing projects.
Good Counsel
Come to meetings prepared and ready to make informed decisions. Read the agenda and reports and conduct some inquiry. For example, do you understand the issue? Is there other information available to improve comprehension? Communicate with staff and other sources to acquire answers.
Stay engaged between meetings. When the meeting adjourns the duties of the directors don’t end. Be a sounding board by listening to members. While the engagement continues, real authority only exists at duly called meetings. As problems arise, be innovative about finding solutions collaboratively.
Directors should be visionary. Directors don’t just consider what might occur in the next couple of months. They should be able to think beyond their term of office to best position the organization and to serve members. Focus efforts on advancing the strategic plan.
Instilling confidence is the foundation for new directors to participate governance processes. Maintaining that confidence is the key to performance excellence.
