Keeping the Boardroom Afloat

Set a high standard for the board and the board members.

 

by Dan Busby and John Pearson

 

At my first board meeting, I remember not being able
to distinguish board members from senior staff.[1]

Robert C. Andringa and Ted W. Engstrom
 

 

What is the right number of staff to attend nonprofit board meetings? This question is not on the radar of most boards. The median board size of ECFA nonprofit members is 10 members, with one of them being a paid staff member. However, there are many extreme examples such as the board with 40 total members, 15 of whom are paid staff.[2]

Until a balcony is required in the boardroom to accommodate non-voting staff members, the danger of a staff takeover of the governing process may not be evident.

Nonprofit boards need input from staff members. Most CEOs do not feel adequate to report on behalf of all other staff members. So, how does a board get staff input without the boardroom becoming overpopulated by ministry staff?

For openers, let’s get this question out of the way: Is it possible for the boardroom to capsize? The answer is unequivocally yes. You may think you have not experienced it. In fact, it may be happening in your organization right now and no one recognizes that boardroom imbalance has occurred.

Perhaps the CEO is the only staff person who attends your board meetings. If so, capsizing the boardroom is not a concern.

But at what point does the boardroom capsize? Is there a magic maximum number of staff in the boardroom? Is there a percentage limit of staff members to board members? There is no red line, magic number, or litmus test.

Some boards hit stormy seas when only one non-voting staff member other than the CEO is in the room, but capsizing usually requires more than one. Finding the balance requires discretion, wisdom, perception, and seasoned boardroom experience.

There are practical ways to avoid staff capsizing the boardroom:

  • Staff do not attend the meeting—submitting only written reports. Using this approach, only the CEO attends board meetings. Other staff members routinely submit their written reports. The CEO responds to any questions raised by the board concerning staff reports.
  • Staff attend the meeting to report and then depart. In this scenario, the CEO is the only staff member who attends the entire board meeting. Individual staff members are present only when and if they present reports to the board.

A good barometer for whether the staff members are causing too many waves in the boardroom is to observe the dynamic that is created by their presence. Here are a few points of possible sensitivity to watch for when including non-voting staff members other than the CEO:

  • Is the presence of non-voting staff members in the boardroom conducive to good board governance? If a staff member’s presence in the boardroom does not enhance the governance process, it is easy to make the case that the staff member should not be present.
  • Do non-voting staff members interject comments into a board session without being called upon for their input? When a staff member feels free to interject unsolicited comments, this is an indication that the staff person is functioning more like a board member than a staff member.
  • Do non-voting staff members take a position in opposition to the stance of the CEO? If one or more staff members are not in agreement with the position of the CEO on a certain matter, objections should be discussed before the board meeting. Then the staff member needs to follow the CEO’s recommendation. Otherwise, the staff member does not belong in the boardroom—period.

It is incumbent, however, on the CEO to brief staff before the board meeting—so everyone is on the same page. Wise CEOs will solicit contrarian views in staff meetings so there is staff agreement in board meetings.

  • Do non-voting staff members use nonverbal communication to indicate their approval or disapproval of comments made by board members? It may be a furtive glance, a frown, or a smile that immediately sends a message of where the staff member stands on the issue. While nonverbal messaging might be ignored by board members, this communication could impact the vote of one or more board members and change the outcome of an important decision.
  • Do board members ask questions of non-voting staff, not intending to seek more information but giving the staff member an opportunity to “make a speech” that aligns with the position of the board member? Boardroom etiquette tip: When board members have questions, they could direct them to the board chair or to the CEO and let them decide whether to ask for input from a non-voting staff member. When board members begin to address questions directly to staff, the CEO’s position may be inappropriately diminished.

If the answer to any of the above questions is yes, then you may be entering turbulent waters and the presence of non-voting staff may cause the boardroom to capsize.

 

BOARDROOM LESSON
_______________________________

The board chair and the CEO should focus on
inviting the right non-voting staff members
into the boardroom at the right time
and for the right length of time.
 

  Board Action Steps:

  1. Review: If non-voting staff members are routinely in the boardroom, is this practice helpful to the board processes? The board may not have considered this question.

  2. Evaluate: The board chair can evaluate the inclusion or exclusion of non-voting board members in the boardroom and discuss the issue during executive session.

  3. Communicate: If the board makes a decision to modify existing practice, clearly communicate the reasons for inclusion and exclusion to the staff. If the board permits staff members in the boardroom, communicate expected behavior.
     

 

Prayer

Lord, give us wisdom in determining how and when
to utilize the input of staff to the board. Amen.

 

 
 

[1] Robert C. Andringa and Ted W. Engstrom, Nonprofit Board Answer Book: Practical Guidelines for Board Members and Chief Executives (Washington, DC: National Center for Nonprofit Boards, 1997), 158. (Note: NCNB is now known as BoardSource.)

[2] ECFA unpublished 2019 research.

 

From More Lessons From the Nonprofit Boardroom: Effectiveness, Excellence, Elephants!, 2019, www.ECFA.org/KnowledgeCenter.


This text is provided with the understanding that ECFA is not rendering legal, accounting, or other professional advice or service. Professional advice on specific issues should be sought from an accountant, lawyer, or other professional.

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