Dealing with Unprepared and Disrespectful Board Members (Part 1 of 2)

Here's the story:

"I’m the Executive Director of a small, community-based NFP organization. Every month, I spend several hours preparing my ED report and putting together the entire board meeting package, which I send to board members a week in advance. It infuriates me when board members forget about meetings (scheduled well in advance) and when they cancel at the last minute (leaving me scrambling to confirm quorum). I despise when it's obvious that some board members (including the Chair) haven’t reviewed anything beforehand. Instead of having real discussions, board members will often criticize me for minor issues like a typo in an email. It feels like they call me out to boost their own egos and deflect the fact that they are unprepared. How can I shift this dynamic?"

And here's my response:

I can sense your exasperation, and I know many EDs will see themselves in your story. You mention two big dynamics at play here: an unprepared board, and nitpicking, egotistical board directors. There’s a lot to cover here, so I’m going to deal with each dynamic separately, over two weeks. This week we’ll focus on unprepared boards, and next week we’ll tackle ego-driven board directors.

Understanding Board Preparedness Issues

At some point, even the most committed board director will show up to a meeting unprepared, or cancel at the last minute. We often have an intuitive sense of when this is the result of extenuating circumstances, and when it’s a part of a pattern of unreliability. But the thing is, our own biases can really colour our reactions in situations like these, so there’s value in bringing an equity lens to the issue of board preparedness. 

Many people face barriers related to caregiving responsibilities, limited access to transportation, unpredictable work schedules, different cultural expectations, etc. Equity-focused policy and governance design can help create an accessible, enabling board space that reduces barriers for attendance and engagement. The board you’re describing sounds more like a group of entitled, uncommitted cronies than well-intentioned people facing barriers; but it is still worthwhile to set aside your frustration and assumptions to dig a little deeper on why people are showing up unprepared, or not showing up at all, and look for ways to address any structural issues. 

If you haven’t already, share your concerns with the board, and gather some feedback on what’s going on: “I notice many board members aren’t able to make it through the board package in advance of meetings, and we often struggle to meet quorum. I’d like to get some insight on the best way to address these challenges.” Use a brief survey to gather information on what challenges individual directors are facing, and their suggestions for addressing them. In your case, you may get very little response - but at least you’ve signaled to the board that their lack of preparedness is an issue.

Improving Board Engagement & Accountability

There are plenty of small policy and practice changes that address common board engagement issues. A few that I often recommend are: 

• Outcome-Focused Agendas: Use focused agendas that specify the outcomes needed for each item and include draft motions where possible. This can help the board focus on important decisions and reduce deferral.
• Board Conduct Policy: Establish or reinforce a code of conduct that includes expectations for meeting preparation. Sometimes a formal reminder can encourage change in those who may have fallen out of the habit.
• Board Evaluation: A board self-evaluation or governance audit requires directors to confront their individual and collective performance. Sometimes having a neutral third party to lead this process can be helpful. 
• Fewer Board Meetings: Consider reducing the frequency of board meetings. This will increase the urgency of board business and make preparation easier to manage - for you as well as directors.

You may have tried some of these approaches already, without seeing any meaningful results. The truth is, policy and governance design can be really effective, but only if the board is open to addressing the issue. Changing a board culture singlehandedly is very difficult, if not impossible, and I don’t like the idea of EDs burning themselves out in search of the ‘perfect’ policy template that might finally solve their board problems. 

Letting the Board Handle Its Own Problems

So what if instead of stepping in to ‘fix’ your board, you decide to take a step back and let them manage their own issues? Each board director is responsible for reviewing materials and arriving prepared - it's one of the most basic ways a director exercises their duty of care. And the board chair is responsible for leading productive meetings. Maybe it’s time to let the board’s cancellations and unpreparedness become their problem instead of yours?

You can try to shift responsibility back onto the board in a few ways:

• Don’t scramble around for quorum. If last minute cancellations tank the board’s quorum, let them show up to a dud meeting and experience the frustration first-hand.
• Don’t write an in-depth ED report. Keep it to a single page of bullet points, or provide an oral report instead. 
• Be candid about board performance. If the board is unable to make important decisions, tell them plainly and state the consequences. For example, ‘The financials and draft budget went out last week. If we don’t have an approved budget by month end, it will impact our payroll and programs, and I won’t be able to renew the D&O insurance at the new rate.”  Follow up with an email after the meeting, to clarify the timeline and decision, and create a record of your governance efforts.

This approach will, at the very least, relieve some of your frustration. You may find that the board can operate at the same level with a lot less of your labour. Or, it’s possible that things may start to slide on the governance front. Your role is to continue to be candid about the impact of the board’s (in)actions, and offer some solutions. The board may become more open to addressing performance issues at this point (and sometimes a reminder of their legal obligations and risks can be a helpful motivator).

What if there’s something else going on?

Most of the time, a lack of board preparedness is the result of structural barriers and passive disengagement; it’s a common issue that can usually be addressed with simple solutions. But sometimes, an unwillingness to fulfill the board role effectively, along with a pattern of disrespectful behaviour at the board table, can be a sign of a bigger problem. Next week, we’ll dive into some options for dealing with ego-driven board members who cause harm to the organization.

Big takeaways:

• Set aside emotions and bias to look at board engagement from a place of curiosity and compassion.
• Governance design can help build an accessible, enabling board environment where directors are engaged and prepared.
• Sometimes it’s okay to take a step back, and let the board deal with its own problems.