A Dialogue

Lisa [chair of a 15-person volunteer board of a nonprofit social service organization]: Good morning, Jean. I’m glad you had time to meet this morning. I’ve been struggling with our board member attendance at our monthly meetings. Slipping attendance is starting to become a real issue. It is occasionally hard to get a quorum. We have too often had to revisit issues for the benefit of those who were previously absent, and on a few occasions we had to defer making some important decisions.

Jean [executive director of the organization and staff to the board]: I’m glad you think it’s a problem too. Some board members are AWOL much of the time. Is there any way I can help?

Lisa: I’m hoping you can help me think through a way to tighten up expectations about attendance without alienating members who must miss the occasional meeting. 

Jean: I suppose that as chair you could institute an attendance rule. But maybe it would be better if you turned this over to a committee. I think an attendance policy that originates from the board members themselves is more likely to be taken seriously than one that is handed down by you.

Lisa: I can see that. How do we get started?

Jean: Do we already have a committee that would be a natural place to assign this issue? 

Lisa: Our personnel committee addresses employee matters, so board attendance would be a stretch. The nominating committee really doesn’t have responsibilities beyond putting forward board candidates. I don’t think either group will want to take this on. We don’t have a standing by-laws committee, so I guess not.

Jean: If the issue can’t be assigned to an existing committee, you will need to propose creating an ad hoc committee to address the issue.

Lisa: I’m comfortable with that. Any suggestions about who should chair it?

Jean: Before naming a chairperson, we have some work to do. When I create working groups on the staff, I like to start by drafting a committee charge. It lets them know exactly what I want the group to undertake so they don’t take on issues that are not theirs to address. 

I suggest that you bring this charge to the board and ask for its endorsement. It will be important for the board to recognize and acknowledge that attendance at board meetings is an issue that needs to be addressed. 

Additionally, the charge should specify that the committee will submit a recommendation to you by a specific date and that you will bring the recommendation to the board for consideration.

Lisa: Assuming the board agrees, who should I appoint as chair?

Jean: That’s your call. Who do you have in mind?

Lisa: Ralph comes to mind first. His attendance is very consistent, he is thoughtful, and he is respected by other board members.

Jean: He would be an excellent choice. The other members also know how busy his other commitments keep him, so no one could say he attends because he has too much time on his hands. 

Lisa: I agree about my being the one to select the committee members. We need to be sure that the committee members represent the range of board members with respect to their gender, age and external circumstances. 

We don’t want to be faced with a recommendation that has not seriously considered the reasons why some of our board members miss meetings. Once we have thought this through, we will consult with Ralph to be sure he is comfortable with the committee roster and to suggest changes, if necessary.

Jean: Yes, having a thoughtfully constructed committee will go a long way toward giving legitimacy to its recommendation.

Lisa: Should I worry about whether I can live with the committee’s recommendation?

Jean: There is always a risk that the committee will not come out where you would want them to. Nevertheless, I think you need to be prepared to live with their recommendation – even if it doesn’t give you everything you want. If you get too far in front of your board on this issue, you may find that you will lose good board members who cannot meet your attendance expectations.

Lisa: Thank you, Jean. Will you give me a draft of a committee charge that I can put on the next board agenda? We will work through it at our next meeting.

Takeaways

1. Avoid making changes on your own if you can assign consideration of them to a committee. Engaging members in the work of the board builds social capital and organizational commitment.
2. Be clear in advance about what you do and do not want a committee to consider. Draft the charge to the committee carefully.
3. State clearly whether the committee is making a decision or a recommendation.
4. Select committee members carefully to maximize the committee’s credibility.
5. Understand that, barring a disaster, you will need to live with the committee’s recommendations.