Five Governance Hacks

At most hardware stores you can now buy a light bulb that works when there is a power outage. They typically provide a few hours of emergency light around your home. Someone came up with the idea of putting a small battery in the base of the bulb that stays charged when in normal use and enables the bulb to shine when there is no current in one’s electrical system. No more searching for a flashlight or candles.

It’s a great hack in my book.

The term “hack” has several meanings, some pejorative.  One could associate the term with unwelcome access to a personal computer or institutional network. However, the slang term “life hack” is sometimes used to refer to a simple and clever tip or technique for accomplishing a familiar task more easily and efficiently. Sometimes the idea is something that can help eliminate a common frustration. This is the meaning I use here.

Here are my five governance or board room hacks:

1. The amazing board calendar
2. A friendly “chair check-in”
3. Your own “rules of order”
4. Guest in the board room guide
5. The “do you have any questions” alternative

1. The amazing board calendar

I have promoted my board or governance calendar tool with groups for many years. I think of it as the “Swiss army knife” of governance tools. The governance calendar is more than a list of board meeting dates. Rather, it is an annual board activity or work plan. And, where it really shines, is as meeting agenda driver.

To start with, there are the things that a board must tend to every year, it’s “must do list”. And, then there is work that one would hope is on a board’s “should do list”, perhaps some of it engaging and consequential.

Here is my list of board “must dos”:

• Evaluation of the executive director
• Approval of the budget
• Review financial performance
• Organize the annual general meeting
• Review board member terms
• Recruit new board members
• Undertake board orientation
• Incorporation renewal and charity filing
• Review bylaws
• Review of some existing policies

Although some of the more detailed aspects of the above work will be parcelled out to a committee or task group, it all requires board focus and attention.

The “should do list”, things that have been on board’s “back burner” might include:

• A board self-evaluation
• The development of a new strategic plan (in some years)
• A special meeting on a particular issue such as long-term funding
• Creation of some special policies

The development of a new strategic plan is a big item for most non-profit , an effort requiring both staff and stakeholder involvement. This is an activity that often occurs alongside the regular board work. Strategic planning will have its own work plan.

Policy review and development work ought to be on most board’s “must do” list some of the time and its “should do” list once a year. One’s governance committee will have the lead here. A review of one or two high level policies a year is a reasonable goal. A member of the board or ED may have noticed some policy gaps that need to be filled, areas where a new policy would provide staff with greater guidance and ability to act. I have two articles, one on foundational policies (must do) and “world wise” policies (should do). See De-cloaking Policies from November 2020 and Fathoming Policies in March 2021.

If your organization already has an existing strategic plan, then your board will also want to look at it each goal area regularly throughout the year. This too needs to be scheduled. So, my other “should do” is:

• Review and progress report on specific strategic goals

I have included a note at the end of this post with some ideas for how a board and executive director might construct a regular board meeting discussion of existing organizational goals.

But having a “must do” and “should do” list is of little help if there is not an actual work plan to address them. My hack therefore, as already suggested,  has two other key elements:

1. The organization of the board’s work into a 12-month calendar that provides a glimpse of what lies ahead and when each task will addressed at a future board meetings.

Maybe you may have 10 meetings a year. That’s commonplace; most take a break some months. Some items will need to be considered more than once in a year, over several meetings. The work may need some committee or task group attention between board meetings. Absolutely; put them on the calendar more than once. An 18 rather than 12-month calendar provides even a better a sense of the pattern of board work because one can see some activities being repeated.

The second element is to:

2. Use the calendar to construct your board meeting agendas.

Here, each topic on your list now becomes a board meeting agenda item for the month or months you plan to look at it. This means that the board agenda is different every meeting. To me this is the clever piece.

Some will ask: “what about the other things on the board meeting agenda?” My answer is that there are no other regular agenda items, except of course the routine approval of the previous meeting minutes, other “consent items” requiring no discussion, and maybe the executive director’s report. Committee reports address items on the “to do” or “should do” list, or ought to.  Indeed, in my view, reports need not be agenda items themselves.

So the calendar tool not only enables your board to have a work plan, it also puts all of it front and centre on the board’s meeting agendas rather than hidden behind routine or standard agenda categories which do little to convey the board’s real work.

Remember to keep some of the board’s focus on your organization’s goals at different times throughout the year. Select which ones to bring into view around the board table and when. So, they are both calendar and agenda items.

The other thing is that  the chair, the secretary, a regular board member, or the fall back choice, the executive director, can easily draft the calendar and agenda plan and it bring forward for additions and changes. You do not need to strike a committee. The board then can adopt it for what is, a work plan, a guide to be adjusted as the governance year unfolds.

It is an easy hack for boards that are willing to let go of “the way they have always done things”. My governance calendar tool, a two page guide and graphic illustration, can be found here.

2. A friendly “chair check in”

My second hack also has to do with upping the effectiveness of the board and its meetings. There is an easy and painless way to solicit some feedback on how things are going. And, the chair is the one to do it.

There is lots written about board self-evaluation. It is always a useful exercise and there are some readily available tools and templates to help.^[1]Here is a 2018 board self assessment tool  (PDF) from the Ontario Organizational Development Program. I have a more elaborate one on this site here But, as valuable as multiple questions and ratings scales can be, they can amount to a pretty involved board task. So, you might consider this hack an interim board assessment.

A quicker and easier way to get some feedback is for the board chair to take a few minutes and just ask for it. It is not scary. The approach I suggest is more forward looking than evaluative and more about the board as a group than the person in the chair’s seat.

So here are my three feedback questions for chairs to ask:

1. Given where the we are as an organization, what do we, as a board, need to focus on more?
2. How can I, as chair, help us do this work more effectively?
3. Are there specific things I could change, do more or less of, in managing our board meetings and enhancing participation?

One may want to modify these questions a little but there is no need to ask more. It is all about some reflection and discussion rather than data collection and analysis.

The exercise takes about 30 minutes. The key is to its value lies in giving board members some time to reflect before answering the questions in the group, two minutes at least. Silence at a board meeting is rare, but here it is essential. Having a pen and paper in front of everyone can be beneficial too. It will help some board members craft their responses and be better able to listen to others.

Here are some tips to the chair

• This is a good exercise to do at the first meeting you chair-the beginning of your term in the post.
• Don’t consider conducting the exercise by email
• Conducted it when all or most of the board members are together in-person
• Add the exercise to the board meeting agenda in advance or, better still, once everyone has shown up
• Do not send the questions out to the board members in advance.
• Put the questions on paper before the meeting to hand around or read them slowly to enable board members to write them down themselves.
• Share your plan for the exercise with the executive director or secretary, someone who can help move the normal agenda along, so you get the time you need.
• Stress the importance of some silent time as uncomfortable as it might feel. Side conversations by some will interfere with other’s thinking
• Yes, the executive director should participate, if possibly hold back a little when it is their turn to comment

Go around and ask each board member to respond to the first question. If someone does not have a response, that is ok. Not everyone has to respond, especially if they are the first to be asked. Some will. Do the same with the other two questions in turn. Take your time. Encourage some back and forth as it unfolds. As the chair you will want to take a few notes.

Thank the group and briefly indicate what you heard and will think about. Leave the door open for additional feedback later, in the group or one-on-one. The exercise may even cultivate more engagement just for the fact of having done it.

It is essential that there be some follow-up, some changes in the conduct of your next meeting. They may be subtle ones.

As chair you will want to try to incorporate some of what you learned into your planning and facilitation of the next meeting. Bring up any suggestions when you meet with the executive director to go over the agenda in advance. At the very least, what was said should be summarized to the group at the outset of the next meeting. Some of the onus for change is on each person.

While the exercise is easy, the subject matter and process will be out the ordinary for most boards. This is a good reason itself for trying it.

3. Your own “rules of order”

There are numerous community engagement and dialogue traditions for listening to and engaging people in shaping the future. Non-profits are usually attentive to these when their organizations are reaching out beyond the board room into the wider world.^[2]Some community engagement traditions are based on consensus models of decision making and have been around for decades. See for instance, the Tamarack Institute’s Guide to Consensus-Based … Continue reading

But boards also need tools they can rely on for business meetings , in short, the use of formal, and legally sound procedures for discussion and decision-making. Much of this time ought to focus on high level operational matters and the health of the board itself.

Some of this decision territory is dominated by the idea of parliamentary practices, better known to most as “Robert’s Rules”. Very few boards I know are familiar with the intricacies of these, let alone are wedded to them. This is a good thing.^[3]Villages and other types of communities have had decision procedures binding on their leaders for centuries. Roberts Rules and their kin are relatively modern. They can be procedurally oppressive … Continue reading

So, the third hack is a ready-made, easy to refer to, decision rule guide.

All boards can really benefit from having their own agreed upon “business” meeting procedures. There is no need for a board to “stumble’ in the dark here. It is easy to create handy guidelines for dealing with board meeting decisions . A two-page list is plenty. I wrote about this in February 2017 in a post Do We Need a Motion For That? That article comes with a template that you can request, effectively giving you a head start on your own version.

Your own procedures ought to outline the important organizational matters that your board feels requires a decision that requires clarity, formal acknowledgement and agreement. The concept of making a  “motion, supporting it (seconding) and then voting works for many groups even though the language may be too “Roberts like” for some tastes.

Your board’s formal decision list may be longer than mine but here are what I would regard as key ones:

• Appointment of the board’s officers (if not elected at one’s AGM)
• Approval of the annual budget (or a revised one)
• Decision to take out a loan or increase the organization’s line of credit
• Approval of a new strategic plan
• Adoption of a new or revised policy
• Acceptance of auditor’s report
• Decision to hire a particular person as the executive director
• The release or termination of the executive director
• Acceptance of the executive director’s annual evaluation report
• Approval of a change in the ED’s compensation
• Acceptance of a board resignation (and the removal of a director)
• Appointment of a new (acting) board member to fill a post open or vacated
• Establishment of, and an expenditure from, a special reserve fund
• Approval of a wage increase for all employees

If your board utilizes a “consent agenda” to approve routine board items, add this decision to the list requiring a formal motion. Of course, there may be other matters described in your existing policies where board approval is required.

Typically, decision-focused motions require a majority approval. There may be decisions where the board wants a stronger endorsement than a simple majority. Unanimity or consensus is often important. You can set this out in your rules or just suggest it on the spot. Likewise, there are often decisions where even a simple majority support would be divisive.^[4]Bylaws sometimes require that motions receiving an equal number of votes should be considered “lost”. Also, bylaws ought not give the chair an extra vote, one more than they are entitled … Continue reading

Write it all down. You might want to label them board decision “guidelines” rather than “rules”. They are at the board’s service not the other way around. My template covers both board meeting and AGM procedures. The business of the latter requires more formality.

4. Guests to your board room guide

In 2017, I wrote a piece titled Guests in The Board Room. It outlines the merits of inviting guests to your board meetings, someone from outside your organization. So, this hack is a repeat item.

The purpose of having someone new at the board table is to help get the board’s eyes off operations and more into the community. It is an easy one too if the board is willing to forgo its normal meeting routine or even call a special meeting to give a larger discussion some time.

Having a guest in the room is also not about making a decision or solving a current problem. Getting out of this, a board mindset for some, requires some letting go. Here it is more about an opportunity to paint a bigger picture.

• Who should one invite? My answer is someone working in the field your organization operates in, someone who might have a perspective on what is going on in it, where, for instance, public policy might be headed. An executive director from a sister organization or umbrella group, the deputy minister or ADM of your main government department are possibilities. A local university professor whose research is relevant to what you do and/or has a bit of a public presence already might be a good choice.
• Should a guest make a presentation? Yes, but not necessarily a formal one. You should ask your guest to come prepared to offer some insights and observations, a perspective on future trends perhaps and even pose some big questions for your field.
• Should you pay the person? Use your judgement here. A small gift may be more appropriate. In some cases, the chance to meet with you, and learn themselves, will be of sufficient value.
• Does a “board education session” with a consultant count? My short answer is no. Learning about the board’s role and responsibilities is a good reason to bring someone, but that is not the goal here.
• Does a board meeting with a funder count? My answer here is also no, certainly if the purpose is to increase funding or seek an explanation for reduced funding. If the focus is broader, possibly yes.
• Should staff be invited to participate? Unequivocally yes, and the organization should pay them for the time.

I hope you will check out the post.

5. The”are there any questions?” alternative

Good governance requires that good questions are asked around the board table. The value of questions is well understood terms of unlocking learning, solving problems and building bonds.

But the phrase “do you have any questions” can also kill a conversation or encourage board members who believe asking questions is a key part of their job to pick on an unimportant report detail. And who has not experienced uncomfortable silence in a conference room at the end of any presentation when the person at the front asks. The board room is no different.

The reasons why people do not speak up are not that surprising. A person may not know what is important or does not want to ask a question that is not of interest to everyone. Fear of looking stupid or not understanding something they feel they should understand (if they had come prepared) also play into people staying mum. And then there is the phenomena of, instead of being curious, someone offers advice when none is asked for. Board member expertise is often a double-edged sword, especially if egos are in play.

If we are honest, we do not always want board members to weigh in on a topic. Questions can often take the board into operational territory. Asking and responding to questions also takes time in an already overly packed agenda. However, if every board meeting involved one moment tied to a good question being posed, they would all be better.

I must add here that a good question need not have a good answer, certainly not a ready one.

Supplying some questions can stimulate greater board engagement especially in the territory of big picture thinking.  There is great room here for the board chair, a committee chair, or the executive director to rise to the occasion.  Here are some sample questions that might help point them in this direction.

• What worries do board members about where we are?
• How does the committee’s proposal reflect our organizational priorities?
• Are there some bigger picture matters we should be considering?
• What are some less operational matters we need to focus on here?
• What concerns do you have that I have not reported on?
• In what ways could I report this information in a more helpful way?
• Do we have a policy on this matter, or do we need one?
• What regular practices could we put in place to make this better?
• What aspects of this initiative excites you?
• What are the implications of this for staff?
• What (or how) are other organizations doing on this?

Both board meeting planning and report preparation have key roles to play here. By asking good questions of the board, the board will begin, over time, to ask their own. One can then dispense with the “are there any questions?” default.

That’s it

I hope you like one or more of my governance hacks. Try one and let me know if it has been helpful. I am sure you have some governance hacks of your own you could share in the comments.

*****

A Note on Organizational Goals and Board Meeting Agendas

That non-profit boards play a key role in the formation of their non-profit’s strategic goals is well accepted. Sometimes this will involve board participation in a strategic planning retreat or community meetings. Other times it could be the participation of several board members on a board-staff strategic planning team that works with a facilitator over a number of months.

The board, of course, ought to approve/ embrace the resulting plan.

But what about the board’s ongoing strategic engagement with the goals? How might a board help give the plan life in the context of its board meetings. It seems to me that putting one’s goals on the board’s agenda regularly means taking time to:

• Monitor operational progress on each goal
• Inquiring on any changes in the external environment that throws into question the assumptions that went into their creation
• The exploration and fine tuning of key progress indicators.
• Assessing priorities -what goals need more urgent attention
• Asking about how new programs & funding supports specific goals