What Are Board Fiduciary Duties ?

Board Fiduciary Duties

Fiduciary duty equates with loyalty and encompasses the four main legal principles:

  1. The duty to act in the best interests of the organization
  2. The duty to disclose other interests and avoid conflicts
  3. The duty to maintain the organizations information in confidence
  4. The duty to respect corporate opportunities

I was recently asked a question by a director to clarify the duty to act in the best interest of the organization as compared to acting on behalf of the best interest his own organization. He stated that he sat on the board in order to maximize the effectiveness and influence of his own company with the Associations sector. He was confused and asked for an explanation. This is an answer for him and applies to all board members:


The duty the duty to act in the best interest of the organization is very broad, requiring directors and officers to exercise ordinary care in performing their duties. When acting on behalf in their capacity of serving the organization, they must put the organization’s best interests ahead of any other interests.

There are certainly some grey areas in dealing with this however if for example the director has volunteered to speak on behalf of the Association and the volunteer spends the time promoting his business he (or she) is defiantly not acting in the best interest of the organization hence not following his or her) board fiduciary duty.

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What is The CEO’s Role in Recruiting Volunteers?

It is widely known that a key responsibility of the board of directors is to identify future leaders. The effort ensures sustainability.

Cultivating volunteers takes time and is a never-ending task. The question here is, “Should the organization’s executive director and senior staff be involved?”

Staff have an advantage in knowing the organization and volunteer openings. However, it has been said that an executive director should avoid recruiting leaders to maintain distance from the politics and outcomes. Some organizations expect their executive director to be involved in vetting candidates only after the nominating committee has developed a list.

Best positioned

The CEO or executive is well-positioned to identify volunteers from the population of members. He or she has multiple communication channels with the membership to promote leadership opportunities.

The CEO knows the organizational structure and where there are board and committee seats to be filled. He or she is aware of the strengths and weaknesses of governance.

By knowing the needed skill sets of volunteers, a call can be put out for people with financial acumen, or the ability advance important projects, for instance. With the CEO knowing the amount of time required for various roles, he or she can counter the frequent statement by the nominating committee, “You won’t have to do anything on the board.”

The approach

Every association seeks to increase engagement. Continuously, members are asked to register for meetings, utilize programs and renew their dues. It’s a year-round process.

The staff has familiarity with specific members. They recognize individuals with energy, enthusiasm and skills that would supplement volunteer efforts. When the CEO conducts a member site visit, attends a chapter meeting or welcomes new members, there are opportunities to talk about the association. Even emails, newsletters, social media postings and phone calls are chances to assess volunteer interest.

The CEO and staff may identify members that have a personality and skill sets that will complement the current leadership. Members appreciate hearing of opportunities and how they fit in. Through the process, significant member engagement occurs.

By commenting on the abilities of individuals, member interest increases in the organization. People like to be understood and appreciated for who they are.

After expressing appreciation for the members and their qualities, then ask if they have considered volunteering for a committee or serving on the board. Individuals will react in many ways.

Some will say “yes” without giving it much thought as to time and requirements. The executive is in a good position to describe the responsibilities and time requirements.

Others may be reticent. Navigate through their reticence. Go back to reiterating that they have the characteristics that would be an asset to guiding the association. This interaction has planted the seed for activating and engaging.


For an executive who identifies future leaders, the dividends are significant. Routine conversations with members turn into compliments and leadership opportunities. The corps of volunteers grows.

Outreach is a year-round effort. The association will benefit from new people bringing fresh perspectives, skills, enthusiasm and direction to the organization. The net result are a vibrant, re-energized board and committees.

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Roberts Rules Made Simple

Roberts Rules of Order are one of the most accepted forms of meeting management procedures. While it hard to believe, they were developed in the 1800’s ( not a typo!) Yes, they have been revised and updated however in my 20+ years of experience it seems that many organizations use a small portion of the rules or just don’t use any accepted form of parliamentary procedural rules of order.

I am very impressed with Susan Leahy and her creation of “Roberts Rules Made Simple”

Have a look at this video and if your organization is ‘stuck’ on Roberts you may want to make use of Susan’s training videos.









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The ROI on board service


“Leaders are made, they are not born,” said NFL Hall of Fame coach Vince Lombardi.

So where does one find a good source for leadership development? Association boardrooms are ideal schools for leadership.

Most volunteers join a board out of a sense of responsibility and passion. Few people consider that board service results in enhanced skills to support personal and career growth.

If the nominating committee comes up short on candidates, be certain they are conveying the indirect value of board service.

“Board service has high rewards in a low-cost environment with minimal risk,” an outgoing president told the annual meeting. The experience is an opportunity for learning an array of leadership and business skills that will have long-term benefits.

He described the lessons he learned while serving, stating there are not many forums in which one can learn so many lifelong skills.

Account retention — Focusing on recruitment and satisfaction of members.

Budgeting — Understanding budgeting and reporting; monitoring costs.

Collaboration and negotiation — Identifying partnerships outside of the association to build strength through collaboration.

Community service — Learning to position the association as a good corporate citizen.

Customer focus — Serving members and attracting prospective members through customer service excellence.

Evaluation — Using tools to assess financial performance, committees and the performance of the board of directors.

Forecasting — Monitoring internal and external forces which have an impact on programming.

Governing documents — Recognizing how articles of incorporation, bylaws and policies guide an organization.

Leadership — Recognizing the desirable behaviors genuine leaders and developing one’s own style of leadership.

Lobbying — Understanding civics, how laws are made, coalition building and seeking opportunities to influence regulations.

Marketing — Using traditional and digital marketing initiatives, including improved use of social media.

Meeting planning — Learning about negotiating with facilities and speakers, setting guarantees and estimating attendance while working to protect revenues.

Meeting rules — Understanding rules of order, agendas and consensus building.

Networking — Improving networking skills in a variety of settings.

Printing — Realizing the processes and deadlines necessary to keep projects within budget and on schedule.

Public speaking — Enhancing speaking confidence through opportunities to represent the association.

Revenue generation — Identifying new sources of revenue to sustain and organization.

Roles respect — Respecting the distinctions of board governance and staff management; working as partners.

Selflessness —Deflecting credit to ensure that the entire leadership receives due recognition.

Strategic planning —Planning strategically for the long-term, and making best use of resources.

Time management — Learning to better manage time and set priorities between volunteer responsibilities, business and family.

Training and programming — Identifying educational needs and finding ways to offer cost effective programming.

Values and principles — Respecting the culture and principles within the organization.

Website enhancement — Maintaining a vibrant website for members and consumers; monitoring analytics and increasing search engine optimization.

Writing —Improving written communication so messages are consistent, brief and effective.

The past president closed by telling members the commitment to lead has a greater return on investment than it costs: “All the functions that the board completes within the year are similar to the business functions needed in your own work environment.”

Thanks to MultiView Association Management for supplying this article.

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How to manage ‘I just have a question’


It sounds so virtuous when a board member says, “I just have a question.” You would expect the query can be answered briefly with a quick return to the agenda.

In reality, the question opens a can of worms.

A question tossed on the table usually sounds smart. Seemingly, a director appears to have all the information needed, but this one item will ensure he/she can make a knowledgeable decision.

The question may be indicative of symptoms of board meetings — for instance, lack of meeting preparation, inability to stay focused on the agenda or grandstanding behavior. It could be a sign that the director posing the question did not prepare by reading the board packet. Maybe the packet was not received, was not thorough, was too complex or was simply disregarded.


The problem with the innocuous question is the time it takes away from important items slated on the agenda. The board has a job to do in a limited amount of time.

When someone hears, “I just have a question,” several well-intentioned directors are eager to offer answers. This begins the board’s dive down into a “rabbit hole.”

The questioner has taken the floor, and several well-meaning directors start providing answers, rationale, opinions and history. The presiding officer has lost control of the meeting.

Consider this genuine discussion: The conference committee chair was reporting on the 2018 convention with a budget of $300,000. The report was thorough and supplemented by a handout directors received 10 days in advance.

Then came a director’s ruse. “I just have a question. … Last year I brought my children, and there were no kid-friendly options. Will next year’s conference include kids meals?” This query would have been an excellent question to direct to staff or the committee after the meeting.

Be prepared

Directors, especially the chair, should listen closely during meetings for the diversion. Be ready with a response, “That’s a great question, let’s take it up during the break.”

As the board grows familiar with each other, they will be able to identify who these repeat questioners might be to prevent them from hijacking the meeting.

Awareness of the distraction is a start. Board orientation should describe the “rabbit hole” and how to avoid or address it. There are other ways to address questions.

Point of information

Parliamentary rules allow for a point of information. This is where the individual moves a point of information that should not be ignored by the chair. He or she will be recognized, asks the question, gets the answer from the presiding officer, then moves on with the agenda.

This motion is intended to prevent what we’ve been talking about. But in reality most associations don’t follow the parliamentary rules to the letter, and trying to enforce this without it being covered in orientation will most likely confuse or frustrate the board. This results in adding more time to explain the process rather than reducing the time as intended.


One solution is the use of index cards for directors to write their questions. This causes directors to pause and consider how the question should be worded and directed.

The rules are simple. When someone has a question or idea that is not directly related to the discussion topic and would not be information needed to make a decision, they write it on an index card. It is passed to staff, committees or officers at the close of the meeting. Directors receive their knowledge-based answers after the meeting.

Another option is working with the board to hold themselves accountable. The focus is that the board members are asking themselves if this is of strategic importance to the discussion at hand.

If they feel that the conversation is going off topic, they seek recognition to speak and ask, “What is the strategic relevance of this discussion to the topic?” or “How does this advance our strategic plan?”

This signals to everyone that they may have gotten off topic and need to refocus. This again comes from training at the orientation and reinforcement at each meeting.

Other associations encourage directors to recognize that the board should work at a “high altitude” to advance their work. When conversations drift into committee or staff work, directors are encouraged to offer, “This conversation feels like we are in the weeds.”

Some organizations keep a “weeds” sign on the table so directors are reminded to focus on governance and not administration. In one association, the distractions were so bad they brought a weed-whacker to meeting.

Thanks to MultiView Association Management for supplying this article.

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How do you handle founder’s syndrome?


Imagine how uncomfortable the board was. The founder of the organization had just asserted that, although the bylaws prescribed term limits, he was not ready to step aside.

“I founded the organization, and I’m not sure my passion and principles will be sustained,” he explained.

It was a delicate situation.

Every nonprofit organization was new at one time, having a principle person who drove its creation. They brought passion to the table as they gathered a core of volunteers. But when founders can’t give up the reins to someone else, it becomes founder’s syndrome, as described in a Harvard Business Review article.

“Founders are usually convinced that only they can lead their start-ups to success,” Noam Wasserman writes for HBR. “‘I’m the one with the vision and the desire to build a great company. I have to be the one running it,’ several entrepreneurs have told me. There’s a great deal of truth to that view.”

It leaves the board, and the founder, in an awkward position. However, there are successful approaches.


There are two questions to consider in order to assess if the organization’s founder is still needed to lead the organization:

  • Is the organization in a development stage, needing the guidance of the founder?
  • Is the organization in an established phase in its life cycle where the mission and principles will be sustained and the founder has confidence?

If the first question was answered “yes,” there is a need for the founder or their designee to continue his/her work. This person is invaluable to a startup organization and can constantly innovate, but should not be a permanent fixture.

If you answered “yes” to the second question, the organization has moved beyond the founding stage and needs a strong board effort with an aligned staff team to cultivate and manage growth for the future. A strong team is necessary to enable a smooth transition that is respectful of the founder’s achievements but also strategic about the course ahead for success of the organization.

So, if the organization is beyond the founding stage, how do you gently help its founder let go and allow the organization to grow and thrive in its evolution?

Bylaws do the heavy lifting

When founders won’t leave, make sure the bylaws include term limits. Easier said than done as the founder typically is serving on the board when the bylaws are created and has a strong voice in the bylaws construction.

This is when directors need to discuss terms limits strongly and ensure they are added. Of course, the board is the governing body — while the founder is respected, he/she doesn’t have extra powers or more than a single vote on the board.

Identify the fears

When asked why they won’t leave, founders often express concern about the “values” that will be forgotten and goals that might change. It is critical to ask what fears they have.

The following are the top fears observed:

  • The board will ignore the founder’s values or passion.
  • No one can do the job as good as they can.
  • No one cares as much as they do.
  • No one has the connections they do.
  • No one understands the issue as well as they do because they experienced it or lived it (i.e., suffer from a disease, pioneered a new process, etc.).
  • If they let go, the organization’s supporters will also let go.
  • They might not have a purpose anymore.
  • Family members serving on the board will also be asked to leave.
  • The focus of the organization will shift.
  • They are no longer valued.

Through problem solving and consensus each fear can be overcome. For example, values are extremely important and can be included in a statement of guiding principles. The ability to alleviate the fears will provide the founder with a sense of security knowing that the organization is a self-sustaining entity.

Strategic plan memorializes values and mission

To further respect and continue the founder’s efforts, integrate them into the strategic plan. Developing the plan is the best way to integrate by creating a road map for the long term. By including founders in the process, they respect the process and product that will guide the organization. It is a signal they can let go of their concerns.

It can be an uncomfortable discussion, but it is not healthy for a founder to hang on with the potential of intimidating new leaders.

The first step is to understand what is driving the founder to not let go. Through discussions and addressing the concerns, it will help them realize they can let go. Getting their priorities institutionalized has helped many founders release their grip if they have confidence in their leadership and staff.

It may take a session with an outsider to drive the points home around letting go, but in the long run the organization will be better off and, most importantly, the members will be best served.

The same Harvard Business Review article included this Chinese proverb: “Decide on three things at the start: the rules of the game, the stakes and the quitting time.” In this case, when will the founder recognize the quitting time?

Thanks to MultiView Association Management for supplying this article.

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How to Manage Your Association in a Crisis.


Mayday, mayday, mayday! The distress call known around the world might have the same name as International Workers’ Day – May Day – but they have no other connection, despite popular belief. But that doesn’t mean we can’t use May Day to discuss the mayday calls of associations going through crises.

Associations hope to never experience a crisis, but it’s always when you aren’t prepared that something goes wrong. And during a crisis, the last thing you want is even more chaos because no one is prepared.

Preparing before a crisis hits

Preparing for a crisis is a team effort. Everyone within the association should have access to and have a general understanding of your crisis management procedures – not everyone will be in managing positions but everyone needs to understand the basic organization of the procedures.

The crisis management team should include one representative from each department; these individuals will be permanent members of the crisis management team. Depending on the crisis and the needs of the team, temporary members should be added if they offer in-depth knowledge or if they have unique skills or talents needed.

Crisis management teams should be trained to analyze each crisis on an individual basis and determine an exact plan of action from there. Specific plans of action cannot be prepared ahead of time because each crisis is unique and will require a unique response, so prepare guidelines for creating a plan of action based on the crisis analysis.

Preparation should involve creating, communicating and practicing procedures to be taken from the moment the crisis happens, through analyzing and determining a plan of action, until the crisis is resolved and the association has recovered.

Ask yourself questions like: How will team members communicate? How will we communicate with our members? Who will assign temporary responsibilities and duties? Where will the team assemble if the regular headquarters are affected by the crisis? Create guidelines and procedures for these common issues to avoid confusion and additional problems.

Continue crisis management through full recovery

Immediate action needs to be taken following a crisis so that you don’t appear to be hiding from the crisis. Even a quick, general statement regarding the situation lets everyone know you are acknowledging the situation and action is being taken.

Throughout the course of the crisis, regular communication and updates need to be given – don’t wait for your members to come to you for information. You don’t want members to think you are hiding something from them.

Once the heat dies down, many crisis management teams go back to their previous roles while the association continues to recover, but that shouldn’t be the case. The team should continue to be involved until the association has fully recovered.

Tips for successful crisis management

During a crisis, the management team must quickly adapt to fulfill the unique needs of each individual circumstance. They must be involved, be proactive and be available. Here are a few quick tips for successful crisis management:

  1. Designate one spokesperson who has good speaking ability, is knowledgeable about the organization and the crisis at hand, and has a position of authority or leadership.
  2. Do not make rash decisions and prepare all communication ahead of time. Do not speak on the whim about the crisis.
  3. Have a social media team within the crisis management team to handle all social media communication from the association. This team will also monitor all social media activity in order to respond to, clarify or prove false any negative information regarding the association or the crisis itself.
  4. Communicate through multiple platforms to avoid making the crisis worse, like the Virginia Tech shooting where email was the sole communication platform.
  5. Keep your communications as simple as possible. You want to inform, but you don’t want to reveal too much information and you don’t want to be confusing.

Managing during a crisis will make or break an organization. Every crisis will have unique circumstances and preparing your team to adapt to these circumstances should be your goal. If you want to successfully manage during a crisis, always be prepared so you aren’t forced to send out a mayday after being caught off guard.

Thanks to MultiView Association Management for supplying this article.

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Lots of programs, lots of confusion: Evaluate, understand, bundle, repeat

by William D. Pawlucy

0419connections_smallOne member said about the programs and services of his nonprofit, “I feel like I am walking in a fog and picking programs that might work for me. Once I am out of the fog, I am not 100 percent sure I picked the right ones.”

Is this a typical member experience? Not necessarily in every association.

Successful associations have adopted a corporate retail bundling approach and an understanding of member needs through targeting services. This approach takes all programs and services and bundles them together for members in a certain target market (i.e., new physicians, first-time realtors, young professionals).

Apple Inc. is a stellar example of how a company reduced its products by 70 percent as it, too, realized there was confusion in the marketplace around what products to buy. This reduction in products led Apple from a loss of $1.04 billion in 1997 to a profit of $309 million the next fiscal year, a whopping $1.3 billion turnaround!

Again, this was through a reduction of the product line by 70 percent and clearing confusion around what a customer can buy based on their needs. Consumers were effectively able to choose something that would suit their needs and not have too many choices overwhelming them.

If a member has to go through a fog to choose a program or service from your organization, do you think they will enter that fog a second time?

In our focus groups with members of associations, the resounding answer is “no!” As the saying goes, you only have one chance to make a great first impression.

So, how do we clear the fog and shine a light on the programs that would be most beneficial to your members?

Evaluate the Programs

Just like Apple, many nonprofit organizations create programs that serve or have served a purpose at one time or another. The operative words here are “have served a purpose.” It is always difficult to sunset a program that was put in place by one of your volunteer leaders or was successful at one point in time as it served a need.

There is great emotion in sunsetting a program given it was nurtured for so many years and so much of an investment was made. To take that emotion out, a formal review of programs is recommended. Review them through several lenses:

Return on investment: How does this impact the bottom line or professional expertise of our members?

Return on mission: How related is this to the mission of the organization? Does it still serve the ultimate purpose or reason for existence of the organization?

Focus groups: How do members’ opinions help us shape current and future programs? Use them to gain insight at every event opportunity or create them as needed.

Value surveys: What do members value most and how do they rank current programs and services? Are they even aware of what we are offering? Use this information to make decisions around repurposing or sunsetting programs.

Understanding Your Target Audience

Another member once said, “One size does not fit all.” This was emphatically stated by the member and the question she asked as a follow-up was, “Does everyone wear the same types of shoes, wear the same types of clothes, use the same types of laptops, do business the same way?” Of course not.

Just as your organization is unique, it also has to understand the unique value that members are searching for that fits them like an old pair of shoes. How do we segment our membership and provide a unique experience?


Define each member type by a list of their attributes, where they are professionally and what their specific “pain points” are that need to be addressed by your organization. This should yield, on average, 5-7 different personas or member types.

An article by Webbright Services speaks to personas in this way, “However, as an association, you don’t have buyers or customers per say. You have members! But the concept of a ‘buyer persona’ can also apply to associations and other member-based organizations. Creating a persona of your member (or different types of members) can help your organization recruit and retain the right people.”

This also means that you can better target your member for specific services.

Member Value Surveys

Use member value surveys to provide valuable feedback around the main “pain points” your members are facing. Use services like SurveyMonkey so that different member types or “personas” can enter your survey and you can then segment your data by member type/persona.

One of the questions you want to ask your members is, “What are the main pain points that you are faced with in your business or profession?” and another, “Where else do you get programs, benefits and services from outside of our organization?”

These two questions will yield true gold and doesn’t put the onus on the member to figure out a new program. It also helps identify key competitors. It provides the leaders of your organization the opportunity to take this data and translate it into targeted programs, benefits and services that are competitive in the marketplace.

Member Ratings of Services

In a member value survey, ask your members and past members how they would rank each program and service on a scale of 1-10. In addition, ask them how that program and service contributes to the mission of the organization on a scale of 1-10. Use this data to group your services into “high value,” “growth opportunities,” and “ripe for review.” We discuss this concept next.

Group Your Data

Use the data you pulled from the value survey, focus groups and other instruments and rank your programs, benefits and services. It is an effective way to use real member data to bring back to the leadership to say that these are the highest value programs, and these programs need to either be repurposed or sunsetted.

The greatest benefit of using data is it takes the emotion out of sunsetting a program that was established by a well-respected board member by showing quantitative rankings. It also doesn’t single out one program, but a core set of programs that may need to be re-evaluated.

Finally, this review should also highlight where resources will be focused. For example, the statement could be made that if we sunset three programs and the expenses, including staff time, is $75,000. Then, we can take those expenses and staff time and focus those resources and dollars into the high-value programs.

If you want to go further in the analysis, you may even state that the $75,000 is yielding a net loss of $10,000, but redirecting those resources into high-value programs will yield a net income of $15,000. It is hard to argue when you have the data to back up assumptions. Boards want to do what is best for the association and members given their fiduciary role.

Bundle, Bundle and Bundle Some More

As we said in the beginning, some programs are still truly essential today and some have lost their luster. If we utilize the analysis and end up sunsetting five programs, but we are still left with 45, then have we lifted the fog of confusion? No, we truly haven’t, but it is an essential first step to understand programs and their relevance and value to members. The next step is to do the following:

Master Categories

Create a master category of all similar programs and instead of a pull-down list on your website of 30 programs, you now can reduce it to five essential member service categories with subcategories in each one. Make it easy to navigate and understand the value of each program.

Leverage and the “Power User”

Leverage programs that, when used together, provide greater value than if used alone. You can illustrate this by designing a step-by-step infographic that states, if you use this first program, then this second program would be the next logical progression and so on.

What you are now creating is a road map for members to get through the fog and find out what is most valuable for them initially, but then allowing them to take the next step with guidance. This is probably one of the most important points, as our discussions with members of organizations point to their need to identify that next program.

Here is a quote from a member of a large nonprofit organization, “I have no problem identifying the first program because it has the greatest interest to me but my biggest issue is finding that follow-up program that will build upon knowledge gained in that first program. If I can’t find it, I give up.”

Leveraging programs allows us to convert a potential one-time user into a “power user,” or a member that now utilizes more than one program. That is the key to member satisfaction.

Author John Eldredge once wrote, “Most of us live in a fog. It’s like life is a movie we arrived to 20 minutes late. You know something important seems to be going on. But, we can’t figure out the story. We don’t know what part we’re supposed to play or what the plot is.”

Our job is to serve as a guide to our members and help them navigate the wonderful world you created for them in your organization by taking advantage of high-value programs that will either increase their bottom line or help them practice better.

Evaluating programs, reviewing data, creating member personas and then categorizing/targeting programs and services will create the best experience. This is the key to member retention and recruitment. How will you bundle your member experience?

Thanks to MultiView Association Management for supplying this article.

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This meeting was a disaster

Thanks to MultiView Association Management for supplying this article.

by Robert C. Harris

I Quit

Scheduled to start at 5 and end at 8, the meeting began with 20 people making self-introductions. They took 35 minutes. I recognized a glitch as a majority included the phrase: “We have a problem.”

I knew the attendees to be efficient and innovative professionals, so it was surprising to hear the group focus on the negative. Nobody offered positive statements such as, “We are empowered to bring about resolution,” or “Through collaboration we can solve our problem.”

The meeting kicked off with pessimism and grew worse. I had expected the group would combine their knowledge to reach consensus, identify next steps and adjourn with a favorable outcome.

This organization had a meeting disorder.

The word disorder has a couple of definitions. This meeting took on both:

  • a condition characterized by lack of normal functioning of physical or mental processes
  • a state of confusion

With preparation, strategy, respect and good chairmanship the meeting should have been a success. From my perspective, it seemed a failure as noted herein.

Agenda — Although the chair expressed two desired outcomes, the group was not listening and probably had forgotten the meeting purpose before they finished their introductions. Had there been a written agenda, the attendees would have clearly and focused on the problem statements and desired results. An oral agenda has minimal impact and recall.

Timing — The meeting was scheduled for three hours. Several people said they could not contribute so much time, suggesting it would be more efficient to meet for only two hours. The chairman agreed, however, the meeting ran for nearly four hours. Nobody watched the time — instead preferring to voice their opinions.

Chair’s style — This meeting chair’s style might be characterized as, “I have several opinions, and I want to be heard.” The chair did not act like a meeting facilitator who would fairly call on each person and offer his opinions only strategically, if at all.

Brawl — The chair spoke so often that it seemed to signal to others that they should fight for equal time. They didn’t just try to make a point, but they also wanted to debate and present their opinion louder than the chair. It looked and sounded like a brawl.

Recognition — A number of attendees had completed assignments since their last meeting — for example, drafting a model bylaws and creating a logo. Nobody recognized and thanked those who had come prepared. They felt dejected.

Sentiments — A few attendees quietly slipped out of the meeting. They didn’t just go for a break or coffee; they simply left. They made a decision that the forum was a waste of time. Nobody noticed their frustration displayed through their body language, nor did anyone realize they left or thanked them for attending.

Wrap-up — The meeting adjourned late. People shook hands and departed. The chair should have summarized the results (or lack of) and offered next steps. Attendees needed to know what they can expect, assignments, timelines and whether there would be another meeting. Anybody could have asked, “Mr. Chair, what are the next steps?”

Upon adjournment people were anxious and excited. Some were exhilarated because they got to voice their mind. Others were worried there was no hope for the organization. It should have been an effective meeting, but the disorder was apparent with the first introduction: “We have a problem.”

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Evaluating the Board’s Performance



Thanks to MultiView Association Management for supplying this article.

by Shawna Strickland and Bob Harris

The last item on the board’s agenda read, “Board Evaluation.” The last page in the board packet was a self-evaluation — sort of a report card for the board.

Two of the directors noticed the items with curiosity. One said, “They can’t evaluate us, we are all volunteers.”

Directors are responsible for governing the association. Good governance includes advancing the mission, protecting resources and serving members.

The opposite of good governance would be poor attendance and a lack of quorums, board meetings characterized as a time to read reports, or directors unfamiliar with the mission and strategic plan. An evaluation works toward remedying these situations.

Every association strives for a high-performing board. The process of measuring performance can be both affirming and revealing.

At the American Association for Respiratory Care (AARC), we find the self-evaluation process helps us to accomplish the association’s goals and allows time to reflect on the past year. Inevitably, the discussion is about how we can improve our performance.

In 2015, AARC’s newly installed president discussed board effectiveness with the executive committee and discovered that there was a sense of disconnect after meetings concluded. Conferring with the executive director, he decided to survey the board with the goal of identifying shortcomings in the board’s processes and generate ideas for improvement.


Volunteers may not immediately see the value of such an activity. Directors have been known to say they are too busy for the assessment or think there are better ways to use board time. Don’t be dissuaded by these plaints.

An evaluation of the board should be viewed as an opportunity for organizational improvement. Though, like any review, it can seem intimidating.

Some associations develop a one- or two-page self-evaluation and include it in the orientation process and leadership manual. That way directors are made aware at the start of their term that continuous improvement processes and performance-measuring tools are available.

Some organizations email the evaluation to directors halfway through their term, asking them to complete it in confidence and return it to the chief elected officer. He or she can review and make suggestions. At the next meeting, the input is discussed with agreement on how to make improvements.

For example, the board may indicate meetings are too long, too short or too frequent. They might suggest the reports are overwhelming, leaving no time for meaningful discussion. Or they could offer that a redesign of the meeting agenda would improve outcomes. All ideas worthy of discussion.

Some associations go into executive session (without staff or guests) and discuss the evaluation as a group. Allow 30 minutes for the task, making notes of ideas to improve governance. Nobody should object to contributing 30 minutes one time a year to make improvements in the association.

There may be subliminal value even if the evaluation form is made available but there is no time to complete it. The message is that volunteer directors know that the association strives for continuous improvement.



At the AARC, the board welcomed the opportunity to reflect on communications, governance and decision making processes. The survey became a regular platform for offering suggestions and how directors can improve outcomes.

Several board members recommended more time in the meeting collaborating on strategic goals versus listening to the reading of reports in the board book. The president and executive office took the feedback and implemented a more streamlined approach to meetings with time slots to focus on achieving strategic goals in round table formats.


Continuous improvement for all facets of an organization should be a part of its culture. Once the board realizes the benefit of self-evaluation, consider adopting a policy that it will be conducted regularly.

The policy might read, “At least annually the board of directors will undertake a process to review its performance and make suggestions for continuous improvement in association governance.”

By sharing the results, everyone on the board knows of any concerns. This promotes honesty and transparency among peers.

Staff members are generally not included in the process except to help implement improvements. It would be difficult for a paid staff member to announce, “This is the meeting when we rate your performance.”

If the process is not done on paper at the meeting, consider an online survey distributed after the meeting. Their responses will be tabulated and reviewed by the chief elected officer.

Don’t leave out the executive director. Though he or she may not be involved in the assessment process, the executive will have ideas and resources to implement improvements.

In summary, every association wants a high-performing board. Although directors serve as volunteers, they can improve governance by having a method to self-evaluation and enhancement.

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