Answering Tough Governing Board Questions

In honor of the Alaskan Federation of Natives Conference held in Anchorage this month, we are addressing questions posed to us by an Alaska Native Corporation board. The board participated in a Policy & Procedures and Robert’s Rules of Order training given by our own PGS Board Chair and designer of the training, Bill Dann.  The questions are challenging, coming from board members eager to strengthen their organization.

The decisions a board reaches can be vital to the economic life of an organization, and so the quality of the board and its proceedings are very important. In the case of an Alaska Native Corporation, the decisions reached often impact the lives of an entire community — economic, as well as personal — and so the way the board functions is, likewise, vital.

Here are the questions our client board members submitted during their training.

Board Question:
Some of our current staff and board members deride our past staff and board members, blaming them for problems we are currently dealing with. As a new board member, I feel we need to work together to move forward. However, it’s very hard to do when other board members and staff won’t seem to get beyond blaming past management. What is the appropriate way to handle this issue?

Bill’s Response:
If you are constantly looking to the past, you are stuck in the past. I would suggest a session with the board, in which you discuss the past, define the lessons it taught you, and determine whether you have policies and practices in place to prevent the problems that occurred from happening again. Then begin the discussion about the future you want and how to get there. In my experience, it takes well over a year for a board and/or staff to get over the trauma that mismanagement can cause, but that time is shortened when there is a conscious effort to do so.

Having said that, I’d like to be absolutely clear on one thing: The route to renewed health is not through micromanagement. It’s through learning and adhering to the practices of a healthy board of directors if it is to succeed.  For example, if the mismanagement left the organization with financial drama, the board must not resort to micromanagement of all financial decisions in an effort to assure the problems will not return. Rather they should secure financial training for board members where needed so that they fully understand the financial reports and presentations, and establish clear policy for management on the organization’s resources.

Board Question:
The discussions we have in our council meetings should stay in our council meetings. In the past, board members have discussed information about very touchy issues with others outside the meetings. The information included allegations against other board members. In turn, these allegations were brought up during our annual shareholders’ meeting. I would think that these board members would be in violation of privacy. How can we handle this situation?

Bill’s Response:
Sharing that kind of information, in that way, is a violation of a board’s code of ethics, which should appear in your administrative policies. I suspect that the ethics section in your policies doesn’t address this subject clearly enough. Set about to document a clear policy that states what your board’s code of ethics is, what is considered a violation and how violations will be handled.  Then make sure that the full board understands the policies.

Board Question:
I am sure you noticed how our chairman runs the meetings. No matter how much we try to get him to be more professional, he is not. The result is that another board member takes charge and often has to be reminded that he is not the chair.

Bill’s Response:
There are a couple of options here. First, I would let the chairperson know that this concerns you. But, talk to the chair privately. I would also be careful to let him know that you are not attacking him, but rather would like to support him in his position. Then, to help move the chair to a more professional stance you can encourage a short training for the whole board on board etiquette, procedures and/or “how to run a meeting”.  Or you can secure the services of a board coach to attend a few meetings and offer feedback to the chair and the board as a whole.  The important issue here is that the chairperson understands, from your communications with him, that you are committed to his success.

Board Question
When you have board members sitting on a board who are close friends or associates, or in our case, family members, is it ok for them to work together to make motions and seconds? I have watched one board member make a motion and then encourage her family member to second it before anyone else has the chance to respond.

Bill’s Response:
I would suggest that you take your chairperson aside, when you have an opportunity, and point out that when staff or outsiders are attending the meeting, it could appear that one family or sub-group of the board is running the show. That’s not an impression you want people to get. Further, I would suggest to the chairman that he take the members aside, explain the situation to them, and then call on other board members for motions and seconds when the time comes.

Questions of your own?

What questions do you or your board members have on effectively strengthening your board and organization? Send them our way. We would love to hear from you and to send the answers you are looking for.