A while ago another consultant on the East Coast of Canada emailed me with a question “What should I advise my client about handling the minutes of a meeting that failed to have a quorum of directors present?”
I assumed that there was not much one could say other than “no quorum, no meeting”. After some research and reflection however, I now believe there is much more that can be said.
The idea of a having a board chair and vice-chair will be a familiar one to most. Lots has been written about the role of the chair and the characteristics of effective chairs has been well researched. Very little has been written about the role of vice-chairs. But are there any other board leadership options?
Many people are familiar with the idea of the secretary on a non-profit board. However, ideas about what role the secretary plays, even to those who serve on boards, probably does not go much beyond them taking minutes and sending out meeting notices.
Many non-profit boards include people who, by virtue of their job or past role, sit as ex officio directors or committee members. This can include government representatives, past chairs, or the executive director. Typically these positions are named in the bylaws or board committee or position descriptions. Ex officios are considered non voting directors although this meaning of the term is not the original one.
Are ex officio positions on boards an old idea we should let go of? Are there benefits of ex officio involvement on one’s board? Little has been written about the expectations of ex officios or what standards of performance ex officios should themselves aspire to. I intend to help fill this gap a little. In particular, I want to bring to light the value of certain kinds of board connections to the wider community that external ex officio directors, among others, can provide.
Some non-profit organizations are governed by “representative” boards of directors. This means that the composition of the board is determined by the formal connection of the directors to particular constituencies or stakeholder groups. According to Australian board consultants Lynn Ralph and Alan Cameron, representative boards are “superficially attractive” but the idea requires a much closer look.(1)
Often the main motivations for specifying the composition as representative is to insure that the board’s decisions reflect the will of the stakeholders. Also, such an organization is, in theory, directly accountable for its actions back to the stakeholders through the directors themselves.
The son of one of your nursing home clients, an elderly woman with dementia, is on your board. At board meetings he often raises issues around the care she is receiving such as how she is treated by staff, staff training, the cleanliness of the facilities, or the quality of the meals provided. The other family members around the table, which represent half your board, are usually quick to add their input based on their experience with their loved ones. Having the executive director’s ear at a board meeting apparently can be too good an opportunity to pass up.