Are You Ready?

There's not a lot of glamour in it. The "behind the scenes" work that goes into preparing for and planning board meetings may be tedious, time-consuming and very rarely acknowledged. And, to make matters worse, the results of such efforts are mostly apparent through the absence of problems and the smooth functioning of meetings, rather than through the presence of other, more tangible and recognizable features.

Sad but true -- directors and observers will notice when meetings are not well prepared for more often than they will notice when preparation has been thorough and comprehensive. In specific, perceptive observers will notice such repeated occurrences as:

  • Long, rambling discussions with no definitive conclusion;
  • Recurring agenda items that get no effective resolution;
  • The repetitive presence of "emergency" items needing immediate action by the board, sometimes with inadequate research and background;
  • Meetings that are commonly emotionally charged and draining to all participants;
  • Meetings that leave directors with a need to discuss how the meeting went -- sometimes at length.

If you recognize any of these features and want to avoid them, pay attention to preparation and planning for your board meeting.

Preparing the agenda

In preparing for board meetings, someone must thoroughly delineate what the board needs to accomplish at its next meeting. Without this consideration, even a well intentioned board is bound to miss deadlines or have inconsistent or weak followup on important items.

Having someone whose responsibility it is to actively anticipate items the board should discuss and/or decide will help avoid constantly dealing with items at the last minute. Having someone review what the board's requirements are for actions in the next 3-12 months and ensure that the board is receiving the necessary preparatory information will contribute to much more considered, comprehensive and well researched decision making. Having someone sift through the board's agenda items and structure them in a logical and consistent fashion will help the board to spend more time discussing critical issues rather than meeting procedures. Finally, having someone think through the problems and issues facing the board and figure out how to frame the questions will contribute to more constructive use of the board's time and expertise.

At minimum, the board president (or, board chair) and the general manager (or, chief executive officer) should be the meeting planning team. Why these two? One of the general manager's chief functions is to ensure that information is presented to the board in an accurate and timely fashion, to facilitate effective and prudent business decision making. The board should expect this type of leadership and this level of responsibility from the manager, and conversely the manager should be an important player in planning and preparing for board meetings.

Similarly, one of the board president's chief functions is to attend to these things from the board's perspective. And, as the person who will run board meetings, the president needs to think about the board's agenda in advance and have a thorough command of the agenda items. Alternatively, in some co-ops the board's executive committee prepares for and plans board meetings with some success. Regardless of precisely who is involved, make sure that the meeting preparation team doesn't become too large or the process of planning meetings too cumbersome.

Preparing the packet

Beyond just good sense, it is even established in legal expectations of directors that written materials be prepared, distributed to and thoroughly reviewed by all directors in advance of board meetings. In fact, one of the primary factors that caused the Delaware Supreme Court to hold board members of the Trans Union Corporation personally financially liable for their decision to sell the company was that directors had not received notice of that agenda item and had received no written background materials to review in advance. In this case, the court's actions clearly establish that it is the board members' responsibility to insist that these things happen -- to protect themselves as well as to ensure good decision making.

A complete meeting packet for the board will have a cover page giving the date, time and location the meeting will be convened and a complete listing of all items on that meeting's agenda. It may be useful to label all agenda items "for discussion only" or "decision needed" to help directors prepare. It is also useful to note the page number where background materials on each item can be found in the packet.

For every item appearing on the board's agenda the packet should contain a written document providing appropriate background and/or a report (can be minutes or material specifically prepared to support the item); if a decision is needed, a proposed resolution also should be included. In this way, the board can focus on discussing the issue, can think through recommendations in advance, and can call other board members or the person preparing the report with clarifying questions. The board won't need to spend its time hastily constructing resolutions, and decisions can be made that are consistent with existing policy content and language.

Reports, background documents and recommended resolutions should be prepared by the general manager, board committee, and/or a board member. The board president and general manager can then review these materials and prepare an agenda to comprehensively and effectively cover the needed topics. Obviously, preparing this type of packet and the materials in it will involve a fair bit of administrative time and work. Although just who does this will depend to some extent on your co-op, it should be clear that this is not a responsibility of directors. Board members have clear legal and corporate responsibilities, and serving as de facto clerical staff for the co-op is not one of them. Pulling the materials together, presenting the materials in a logical fashion, and distributing packets enough in advance of board meetings to allow adequate review by board members can be a routine clerical task. A staff member or volunteer is more appropriate for handling these administrative matters (except for sensitive items) than board members.

A more effective board

In conclusion: in advance of board meetings, it is vital that the core leadership review issues and prepare an agenda that will help ensure the board can effectively and efficiently use its time and expertise. In doing so, the board president and general manager should together review and prepare:

  • Items from previous meetings requiring followup;
  • Unusual attendance or anticipated presentations by members;
  • Items coming to the board from committees or board members;
  • Legal reporting, notice or administrative requirements;
  • Items the board needs to consider or begin discussing for future decision making;
  • Items the board must take action on at this meeting.

In preparing for meetings, use the leadership of the co-op to constructively frame questions and structure the board's consideration of its business. By doing so, the board will accomplish a lot more and be better able to fulfill its responsibilities, more able to avoid long, emotionally charged discussions with no constructive conclusion. By having written materials and an agenda for board members to review in advance of board meetings, the board can avoid potential legal criticism of the way it is conducting business. Further, board members can feel better prepared, and the board can spend more time discussing the issues rather than how much time to give each item or how to phrase a resolution. Finally, adequate advance preparation for a board meeting and distribution of a written packet adds an element of professionalism to the functioning of a volunteer board.

These results add up to better decision making, fewer "emergency" items, and a more effective board of directors overall. An additional benefit may be more well qualified members as board candidates in your next election -- a winning combination all around!

See other articles from this issue: #021 February - March - 1989