Sidetrack Harebrained Ideas

Some motions should never gain unmerited oxygen.

 

by Dan Busby and John Pearson

 

Dysfunctional directors have their own modus operandi.
Some see themselves as the smartest person in the room,
others seek recognition, and still others are frustrated would-be CEOs.
Whatever their personal motives, they tend to micromanage
or take boardroom discussions down dark alleys.[1]

Ram Charan, Dennis Carey, and Michael Useem

 

Have you ever been in the middle of a board meeting when—left-turn, no blinkers—a board member blurts out a harebrained motion to take some drastic action, one that would require much more thought and planning before even being considered?

Perhaps the motion is to increase the board size by 20 members, which, amazingly, is permitted by the bylaws. Or maybe the motion is to have the ministry’s three vice presidents report directly to the board, completely bypassing the CEO.

The CEO and the board sit in stunned silence, hoping against hope that no one will second the motion and it will die the death it deserves. But after a few awkward moments, a board member seconds the motion. It was simply a courteous gesture, but didn’t his mother tell him that there are exceptions to being courteous? This should have been one of those exceptions.

Before the errant motion was made, the board chair thought the meeting was moving along in fine shape. Then this motion sailed in from left field, acquired a second, and was technically before the board for discussion.

Imagine that you’re the board chair. You have two likely scenarios:

  • SCENARIO A: Entertain discussion for the harebrained idea and pray that the motion fails. Robert’s Rules of Order diehards and most board chairs would definitely go for this option. However, there are some downsides to allowing the motion to be discussed:
    • Discussing the crazy motion reinforces over-sensitivity to the maker of the motion. Perhaps the board member that floated the motion is a new board member and is still finding his or her way through your board protocol (or bureaucracy!). So other board members may be reluctant to deep-six the motion out of sensitivity to this new relationship, and by entertain­ing the motion, this reluctance is intensified.

      Or perhaps the motion-maker is a major giver to the ministry, and there is some unscripted tip-toeing around this person every time he or she speaks in the boardroom. In either case, the motion gets more legs than it deserves, and the tendency to placate the maker of the motion increases.
    • Potential for unintended consequences. Harebrained motions rarely pass. However, they may get unmerited oxygen resulting in a compromise with the strong support of an “out to lunch” board member. Perhaps the compromise takes the form of a new board task force to study the issue. (Hopefully a standing committee is not formed.) Even a task force can take on a life of its own and require many precious hours of board members’ time.
  • SCENARIO B: Sidestepping any discussion of a crazy motion, with its second, is tricky, but here are two options for this scenario:
    • Motion to refer: The board chair asks for a motion to refer the matter to the executive committee, with the understanding of most board members that the motion will die in the committee.
    • Motion to table: The board chair asks for a motion to table the matter, with or without intent to kill the motion.

If there is no motion to refer or to table, the board chair might table the matter even without a motion to table. Now that requires boldness!

It usually takes a bold and experienced chair to take charge when motions that should never have been introduced suddenly appear on the boardroom table. How to handle these motions depends in part on where the motion is on a scale of one to 10—insensible to sensible.

Bottom line: The sooner any off-the-wall motion is appropriately sidetracked, the sooner board members will be saved from needless agony and wasted time. They will be grateful!

 

BOARDROOM LESSON
_______________________________

Hopefully, it is the rare moment in your board meetings
when motions fly in—not just from left field,
but from outer space. Those unusual times
will require all the wisdom and courage the board chair
can muster to gracefully divert potentially harmful actions.

  Board Action Steps:

  1. Understand: The board chair should have an awareness of what constitutes a truly harebrained idea—without this awareness, the chair can be caught by surprise.
  2. Prepare: With the overall awareness of what a motion from outer space looks like, the board chair should be mentally prepared when this occurs.
  3. Address: Even with this preparation, the board chair will need to muster the necessary fortitude to address the issue when it arises .

 

Prayer

Lord, give us the courage and wisdom to recognize
potential board actions that should never get traction
and then to handle them gracefully. Amen.

 

 


[1] Ram Charan, Dennis Carey, and Michael Useem, Boards That Lead: When to Take Charge, When to Partner, and When to Stay Out of the Way (Boston: Harvard Business Review Press, 2014), 62.
 

From Lessons From the Nonprfit Boardroom: 40 Insights for Better Board Meetings, 2018, 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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