Q:  I’m the development director at an organization with a dream board. The directors are all big-name, successful business leaders. I attend the board meetings and rarely do these individuals speak up at the table. They do hold an executive session after each meeting and I assumed that some of the critical issues received a more thorough airing there.

One of the directors was recently in my office. He shared that when the meetings end, a group of directors informally reconvene in the parking lot to discuss how they really feel about what did or didn’t happen at the meetings, and what they feel should have happened instead. I asked him if they ever discuss these things in the executive session and he said no.

The board is voting for some big changes that will impact the organization and the community for years to come, and it appears the board chair is unaware that there isn’t real agreement. Frankly, while I’ve been at this a long time, I was truly taken aback. These are people who run huge businesses and would want to know if their corporate directors didn’t agree with an approach they wished to take, so that they could rethink it. What would you have told this director?

 

A: Unfortunately, the situation you describe is the source of the oft-repeated complaint about board directors who leave their business hats at the boardroom door. It sounds like this director is one of those that’s walking in sans chapeau. While you could focus on his role in the breakdown of board effectiveness, it appears that the problem is much bigger than him. It’s time for a culture shift, and I would engage the board chair in leading the change effort.

Someone, preferably the director who confided in you since he can speak from his personal experience, should have a sit-down with the board chair. If he won’t do it, perhaps a board coach, the CEO or you can. The conversation might start with a reference to the meetings in the parking lot that follow the meetings in the boardroom. The board chair might be asked what those meetings suggest to him or her.

To me, they suggest a number of things:

  • Trust between directors is likely limited, since they aren’t being open and honest in the boardroom about their feelings concerning the decisions that are being made. A couple of the recommendations below might help mitigate this reality.
  • The board chair may be assuming that silence around a proposed decision means concurrence. It rarely does. Encourage the board chair to ask targeted questions when faced with silence. For instance, “What does your experience tell you might be the result if we move in this direction?” What might we be overlooking?” “Is there a better plan of attack?” “What are the hidden costs that you see?” “Who here wouldn’t want to touch this with a 10-foot pole?” “Why?”
  • Votes may be taken with the implied message that everyone should just go along with the proposed solution so that the meeting can end on time and everyone can go home. Recommend two things. First, that the board chair remind the other directors – frequently if necessary – that they were brought on the board because of their business acumen, and that the organization needs them to question and pushback if it is to benefit from that business acumen. Second, that he or she request a couple viable options for dealing with every situation the board faces, and that these options be measured against a pre-determined list of success indicators before a vote is taken.
  • The agenda may be designed more to get people in and out, than to effectively deal with the organization’s strategic initiatives or emerging crises. Advise the board chair to eliminate the reports – I know you have them! – and spend the time engaged in substantive discussion, putting the most critical issues at the beginning of the meeting. (A friend of mine tells the story of a friend of his who was serving on a hospital board when a baby was kidnapped from the maternity ward of that hospital. The board had a meeting that night, but the board chair stuck to the preset agenda, which didn’t include the kidnapping or its implications for the hospital. What do you think the topic of the parking lot meeting was that night?!)
  • People may not feel that they have sufficient opportunity to network with their colleagues. Float the idea that the board chair build in some time before or after meetings to socialize. This will help with the trust building, especially if you break bread together!
  • The executive session isn’t being used to take advantage of one of its greatest benefits. This is the opportunity for the directors to reflect on whether they made too hasty a decision or failed to consider an important factor, without having to raise any perceived missteps in front of staff. Review the purpose of the executive session with the board chair and brainstorm different ways to use that time more effectively.
  • The group is wasting a lot of time. Two back-to-back meetings? And some of those parking lot meetings can last as long as the scheduled meetings! What you want the board chair to understand is that these parking lot meetings are destructive to the board on a number of levels. We started this conversation on the issue of trust. What happens to trust when we are all aware of how easy it is in situations like these for the conversation to turn to the – putting it kindly –“motivation and intelligence” of those on the other side of the decision, those who have already gone home or those who are meeting on the other side of the parking lot?

Further, when these powwows are held, someone invariably expresses the need to reopen discussion on the topic at the next meeting. This means that the organization is running in place rather than moving forward, to say nothing of putting one more chink in the level of trust. After all, directors on the “winning side” generally don’t appreciate others going behind their backs to overturn decisions that have already been made. While the board chair can’t prohibit people from lingering in the parking lot, he or she can make it clear that any decisions made in the boardroom will be implemented for a specified trial period before they can come back before the board. That should end some of the discussions centered on “would’ve, could’ve, should’ve” and encourage a more thorough vetting of options in the initial board meeting.

Whatever the issues end up being in your organization, I would definitely have the board chair remind everyone that the organization relies on its directors to set the most appropriate path going forward and that the stakes are high. Anyone not willing to keep his or her business hat on for a few extra hours on the days when the board meets should find something else to do.