Attendance at board meetings
The bylaws of your organization will provide instruction about how many people must be present at a meeting so that there is a quorum. The quorum is legally required for the assembly to be able to carry out its business. Many chairs assume that since the bylaws describe what is the minimum number of members who have to be present that this is a form of policy that should guide the group in knowing what is an acceptable level of attendance. For Policy Governance boards (or any board that expects to govern with integrity), while the quorum provides a legal minimum number of people who must be present, this is poor instruction for the behavior of board members. This article argues that the board should set much higher standard of attendance than is required by the bylaw’s description of the quorum.
In the Governance Process section of the board’s policies, the board may consider some wording that speaks to the issue of expected attendance at regularly scheduled board meetings during their term of office. Members may be excused for extraordinary circumstances, but when a member is excused it should be reported in the minutes, and the board should be diligent in insisting that such absences are truly extraordinary. This expectation for attendance should be discussed when a member is recruited because this level of participation is not required in the case of most boards.
In this article I’ll explain why the board should work to achieve 100% attendance and I’ll suggest a way to make this possible even with everyone’s busy schedules.
Part of the philosophy of Policy Governance is that the board speaks with one voice or it does not speak at all. Technically this is true for any board, but it is a feature of Policy Governance that is recognized by the board, and it becomes a element of the board’s work that contributes to the integrity of the board’s products.
The whole system of Policy Governance, which includes cogent statements in four quadrants and with each quadrant containing a complete package of nested policies, is designed to achieve a body of work by the board that is complete, consistent and of high integrity.
The matter of attendance relates to the consistency and integrity of the board’s work, and specifically to the character of the board’s one voice. The issue is easy to understand if you think about it. If the people making a decision during today’s meeting are different from those who assembled at the last meeting, the wording and direction of the decision will also be different. The quality and nature of the board’s one voice will depend on who happens to be in the meeting at the time a motion is passed. While it is typical of many boards to have different members present at each meeting, it is nevertheless not appropriate. Therefore, the participants at each board meeting should be the same collection of people.
Can this really make a difference to the integrity of the board’s work? Of course it can. I’ve even seen meetings deliberately held when the leadership knew that certain people would not be able to attend and oppose some planned board maneuver.
With Policy Governance the work of the board should be open and transparent. While I seldom find that boards are using the timing of meetings and the limits of the quorum for Machiavellian plots, I do see that the quality of the discussion that occurs during the deliberations is very much dependant on who shows up and is participating.
When the makeup of the board is different from one meeting to the next, the quality, integrity and consistency of the decisions of the board is substantially compromised.
Why, then, don’t all boards insist on 100% attendance at their meetings? Frankly, the function and purpose of most boards (except in times of crisis) is largely ceremonial. The usual job of a board that helps management by providing some wisdom and perspective, or asks a few probing questions before rubber-stamping the work of the senior staff, does not need full attendance at every meeting. As long as there is a quorum there is probably enough of the board present to provide an adequate degree of diligence and oversight. Policy Governance, as you know, requires real integrity with regard to its one voice.
Is 100% attendance achievable? The math suggests that a perfect attendance record is not possible. What is possible is that absences from board meetings are rare and are truly exceptional, and clearly excusable.
In writing this, I know that boards have to deal with the occasional emergency. I am referring to three kinds of situations that may not be easily delegated. The first is the loss and subsequent hiring of the CEO. The second is a catastrophic business miscalculation that threatens the future and existence of the organization. In both cases the associated emergency meetings of the board may have members missing, and necessary decisions must be made without full attendance. There is a third possibility that is rare, but is included here for completeness. Occasionally there are some matters for which the board is holding itself accountable (and not the staff); e.g. some fund raising or lobbying. In this case the board is acting like a committee, and as long as the board delivers what is required, perhaps the full board does not have to be present at each meeting where this work is addressed. All of these are exceptions, and such meetings should not include major long-term policy development or monitoring.
How can this high level of attendance be managed? First create the expectation among the members that not attending meetings for reasons of business pressures, family matters, or convenience is unacceptable behavior, and is simply not tolerated.
Second, plan the board’s agenda for the whole year in advance. This point is mentioned in all Policy Governance literature, but it must become a deliberate annual priority for the board. Once the dates are decided, then expect the board members to adhere to them.
Finally learn to use some of the modern electronic facilitation systems to allow members to participate fully without having to be present, personally, in the meeting room. This would include conference telephone calls and video chat. While the technology is currently available to make this possible, it seriously adds to the complexity of the meeting. Whatever process you use should be well rehearsed and all of the systems checked out long before the meeting begins. This includes insuring that the remote board member has the knowledge and the equipment to participate in the meeting. In suggesting this approach, I also know that these techniques do limit the exchange of ideas and therefore the wisdom of the board. While this will make the meeting possible, I don’t believe that you receive the same value for peoples’ time as when they are physically present in a face-to-face gathering.
[Additional note added 2012 July 17. This essay was written in the summer of 2009. Since that time the technology for high-quality low-cost online streaming has been substantially improved. At this point, it is possible to be much more effective when including meeting participants using HD video and good audio. It is now possible to regularly include remote participants and have them be real contributors to the meeting. That said, the technology is changing rapidly, and the group needs to be sure that everyone is appropriately equipped and trained. A technical glitch with only one meeting participant can dominate the work of the whole group. In addition, the role of the chair, or facilitator, must change to embrace the technology used. My consulting group is developing considerable expertise with these tools.]
© 2009 R. Ballantyne. All rights reserved. This is for your use at your computer screen. For reproduction of any kind you will need the written permission of the author.