Many boards deal with a board member who is bound and determined to get his way. He is relentless in his efforts to push his own agenda. How do you say ‘No’ without causing a major disruption?
The key is to avoid 7 common pitfalls:
I. Saying no without listening to the person’s rationale
II. Responding in anger
III. Looking away from the person as you speak
IV. Making a public issue of the conversation
V. Speaking in a derogatory manner
VI. Telling the person he should know better or light of his solution
VII. Walking away and leaving the person without a definitive response
Here are a few ideas which might help
- Avoid saying the word ‘no.’
- Explain the consequences of the solution he wants without answering his question and provide alternatives which may meet his objective and the desires of the board.
- Avoid the word ‘but’; in its place use the word ‘and’. When many people hear ‘but’ they roll their eyes as if to say “what’s coming now.”
- Stick to your Rules of Order which means he may not be able to ask the board to reverse a decision without giving the board members advance notice and time to think about his request.
- If the board members solution requires resources which are not readily available, ask him how he would go about securing them and if he would be willing to take them from other approved areas.
- Ask how his solution advances the mission and mandate of the entity.
- Ask the member how he would handle negativity from other stakeholders who believe the stance or decision of the board is the best one.
Ways to Say No
ü X persons really like that idea, X persons believe Y is the best solution and the board has chosen to make this decision.
ü Since the board has made this decision, can we go with it and agree to revisit this issue in six months? This will give us all time to evaluate the effectiveness of our current choice.
ü The board is unable to do X because we have to do this, this and this first.
ü The board is unable to fulfill your request because of this external regulation or decision of the owners.
ü X was chosen for this role but there will be another chance for you in X months; can the board provide opportunities for you to prepare yourself for it?
ü I hear what you are asking and I am wondering how we would secure the physical, financial or human resources? Do you have a definitive plan in mind?
ü The board would really like to support you and when we reviewed our mandate we discovered that it is not included. Could we present your issue to X entity for consideration?
ü I understand your constituents are placing you under a lot of pressure to resolve this issue in their favour. How can we help you deal with that pressure?
ü You are very generous with your time and as you have expressed, you are spending a lot of time on board work. Perhaps it is best if another person assume this function for the time being.
ü Our policies are very clear and if we make a decision to violate our policies we are setting a dangerous precedent and putting the board at risk.
If your board has experienced this situation, would you share how you dealt with the situation? Other board members want to learn how to say no effectively without causing a board disaster.
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Retention and Disposition Governance Policies
The Proofpoint Enterprise Governance solution claims to allow organizations to enforce the disposition or retention of files across all file locations (hard drives, removable drives, shared drives, email, Microsoft SharePoint, IBM Lotus Domino, Dropbox, and Box.net). Governance policies can be manually executed by an administrator, or they can be configured to automatically execute according to a schedule or occurrence.
If your board has been discussing this topic and is looking for an effective solution, this may be one site you could check to find an effective solution.
Even though some boards are comprised of seven or more members, it is vital to remember that one of the reasons governance teams exist is to ensure the organizational mandate is achieved. Every member is there to help the board govern. They do not have any individual powers and do not represent the board without permission.
It is possible for boards to have members who do not believe in the wholeness of the board. They want to deliver their own message and only be seen to be part of the team when all is well. However, when friction begins and external pressure is placed on them, they want to break from the team and present their own story.
They make excellent board members as long as everything is going as they think it should. When decisions are different from the options they proposed they want to make statements such as
- They made that decision but I didn’t agree with it
- I did my best but they wouldn’t listen to me
- I presented your case but they didn’t see it my way.
Unfortunately, if a board has 15 members it cannot function effectively when each board member acts as if he is a power unto himself. The best board members recognize that sometimes their peers may agree with their point of view and sometimes they will not. Just as they want those that disagreed with a decision to support that decision when it was one they support, it is imperative that they show the same respect when the situation is reversed.
When this does not happen, team solidarity is compromised and trust is lost. It is possible that board members will employ tactics that they would otherwise avoid. These include
- Holding meetings outside the official meeting
- Soliciting support for a stance prior to a board meeting
- Making decisions at the executive committee rather than bring them to the board.
Boards need to challenge board members who do not respect the team. (For more on essential team characteristics follow this link) Boards that appoint members could avoid such persons by asking about individuals’ behaviour on prior boards before putting their names forward for selection.
It is imperative that each board reviews its policies on a regular basis. What does that really mean? Does it mean asking, “Does anyone think we need any changes to our policies on X topic?” Does it mean approaching current policies as if the board is looking to criticize work that was completed by former boards? I think it means asking meaningful questions. Some of these questions are outlined below.
- Is this a governance responsibility?
- Why was this policy adopted?
- On whose terms was it adopted?
- What were the politics surrounding the policy?
- What were the fiscal constraints that drove that policy?
- What were the imposed expectations that influenced that policy?
- Have circumstances changed since that policy was adopted?
- Has the policy directed any decisions?
- Has the board made decisions which contravene this policy?
- Whose interest does this policy serve?
- Who are we marginalizing by having this policy?
- What compromises did the board make when it adopted this policy?
- Does the policy serve any purpose, really?
- Can the policy be implemented as written?
- Is the policy area in the board’s control?
- Can the policy be measured and its effectiveness evaluated?
- Has the policy ever been evaluated?
- Is the policy ethical and morally appropriate?
- Does the policy protect the culture of the entity?
- Is the policy in line with the values of the board?
- Does the board need to keep this policy, modify it or leave the statement as it is currently written?
When was the last time your board completed a policy analysis? Did it ask any of these questions? Are these questions helpful? Are there other questions which should be asked? If you have a different list and would like to share them, send them to Brenda@gdpconsulting.ca and we will share them with our audience.
This blog addresses five rules of business etiquette that are important to board members and their boards.
1. Say thank you in a concrete way
How often in the past year have you or your board, thanked a group or individuals for their input into your processes. I’m thinking of such events as annual meetings, open meetings, consultations, and presentations.
Many boards say thank you at the end of any session, but I wonder how many actually take the time to send a thank you note to participants. Even if participants do not get what they wanted they will know that you listened. As a board member you will differentiate yourself by such gestures.
2. Learn the names of presenters and participants
Prior to any interaction with persons other than board members it is essential to learn the names of the individuals you will meet. It is belittling to others to see a board member lean over and ask another person, “Who is that anyway.”
Impress your stakeholders and shareholders with your personal touch. It is worth the time and energy to acknowledge and get to know all of the people who want to interface with your board.
3. Observe the 'Elevator Rule'
When a board meeting is over, do not discuss any aspect of the meeting while you are in the halls or the elevator. This applies even if you are there are only board members in the elevator. What is overheard can damage your board’s reputation. Rehashing can wait until you are in a private location.
4. Keep Your Focus on the Person
One of the complaints I hear is that board members or CEOs keep looking at their phones or having side conversations when another is speaking. If you do not mind being treated that way, then it may be okay to keep up such behavior. I know it is hard to avoid distractions but professional etiquette is expected of all board members and CEOs. Please be present at all times.
5. Keep an open mind
Most people cannot refrain from showing judgmental behavior. Just a few are:
- Folding our arms
- Looking at the ceiling
- Smirking
- Flipping through papers
- Nodding
- Frowning
- Rubbing our necks or faces.
You may disagree with another; however, he has a right to his opinion. Remember you are only responsible for your own behavior, not the behavior of others.
Etiquette is positive. It's a way of being—not a set of rules or dos and don'ts.
It is easy to agree with people who share our values. It is much more difficult to require people to demonstrate the values of the organization when they conflict with their own. Depending on our own experiences, we develop different definitions of what is right and wrong, good and bad, and acceptable and unacceptable behaviour.
On the surface, it seems that we should all agree on basic values. However, in reality what people belief consciously may not be what they believe unconsciously. That is why peoples’ words and actions do not always agree. If they were synonymous we would not see sexual abuse, verbal abuse or physical abuse. Intimidation and harassment would not occur. Excusionary practices would not happen. Policy issues would be easy to resolve.
When we ask people to state their values, very often what they state are their conscious beliefs. Those things that society tells us are correct. We think and say what others expect us to say. However, we need to observe others to know their true values.
Many of us are not aware of our deeply held values but we do express them in our actions. Values are contained in our unconscious, therefore, on the surface someone may object to intimidation tactics yet tend to be aggressive when he does not get his way. When we confront a person in such situations he will rationalize his behaviour by stating that he
- is overworked
- needs a holiday
- usually does not act this way and does not know what happened in this situation
- thinks others are exaggerating the details of the situation
- believes this was a one-time incident and it will not happen again.
It is difficult to face our values when they are contrary to those expressed by the ‘good’ in our society. They are difficult to change because they are deeply held in our psyches. Even though boards want employees to practice the organizational values, this may not be possible. Values can be expressed but they cannot be negotiated or changed just by stating them.
The key is for each board is to recognize that ethical decision making may be difficult when personal values differ from those adopted by the board. Before making any decision, it is essential make sure that it is based on the established organizational values. Also, be aware that there it may be difficult to overcome the resistance of stakeholders who do not agree with board decisions.
A handbook entitled
20 Questions Directors of Not-For-Profit Organizations Should Ask about Board Recruitment, Development and Assessment was written by Dr. Richard Leblanc, LL M and Hugh Lindsay, FCA, CIP
More specifically, the questions were:
Selection of Directors
1. What are the requirements for electing or appointing directors?
2. What should the size and composition of the board be?
3. Do the board and its committees have mandates or charters?
4. Has the board established position descriptions for board roles?
5. What skills and experience does the board need in its directors?
6. What personal qualities and behavioural skills does the board need in its directors?
7. What skills, experience and personal qualities should board and committee chairs have?
8. How are potential directors identified?
9. How should prospective directors be approached?
10. What references and background checks are appropriate?
Director Orientation and Development
11. How does the organization develop directors as effective board members?
Governance Assessment
12. What are the principal types of governance assessment?
13. How should board members be involved in governance assessments?
14. What techniques and support may be used when conducting an assessment?
15. What should be evaluated when the effectiveness of the board and its committees is assessed?
16. What should be evaluated when the effectiveness and contribution of individual directors and chairs is assessed?
17. How should assessment results be disclosed to members and other stakeholders?
18. How should a board act on the results of board and committee assessments?
19. How should under-performing directors or chairs be dealt with?
20. How often should governance assessments occur?
If the answers to any of these questions would help you, follow this link to access the article http://www.yorku.ca/rleblanc/media/2010-20QuestionsCA.pdf
The compensation of board members is an issue that faces many boards. However, it is a complicated one. According to the ASAE, “Non-profits operate to achieve their missions without the motivation of financial gain.” This is an opinion held by many tax-payers and donors as well. The question that remains is, “What are the reasons to refrain from paying board members?” This article addresses four of these reasons
Decision making
I cannot find evidence that the quality of decision making improves when board members are paid. Therefore, one has to question the benefit of payment. One potential benefit might be that board members would feel more of a commitment to attend board meetings. Compensating board members may help to ensure that the work of the board proceeds uninterrupted.
Legal
Each jurisdiction has its own rules. In my jurisdiction, payment of many public sector boards is not permitted. Also, payment of directors on non-profit boards is not prohibited.
Perception
There appears to a perception that it is not appropriate to take tax-payers’ or donors’ money and use it to pay board members. There is a belief that the money should be used for programs and services. To avoid any misperceptions, many boards find it better to use money to offer professional development opportunities for their board members.
Worth
Often we hear about the crises in leadership. Would boards attract better leaders if their members were compensated for their time, effort and expertise? According to The Center for Nonprofit Management, “The growing trend is for board members to make personal financial contributions to the organization on whose board they are serving.” Many boards want to attract people who are well connected and can influence decisions in their favour.
The bottom line appears to be that persons who serve on public-sector and non-profit boards need to do so from a philosophy of “what can I give’ rather than ‘what am I going to get.’
(This article is PartII in a series of articles on board members' biases and decision making)
Are there certain members on the board who seem to have vivid memories of past situations, other members who recall situations only when they are reminded of the details and still others who have no memory of these issues at all. There are reasons for this situation. It is essential for board members to be aware of these memory biases:
I can only focus on what I have to say: A board member who has the tendency to think about what he wants to say next may not be able to focus on what the current speaker is saying. He may also focus on how others are responding to his contribution and fail to hear what the board member, who speaks after him, is saying.
I can remember some things: This bias occurs when an issue is complex or when it is long and drawn out. The board member can remember part of the situation but not all of it and may use this partial memory to influence a current discussion at the board table.
I could have told you so: This bias occurs when a board member points out that the outcome was inevitable even though he did not make that prediction when the issue was before the board.
I did this: Board members engage in this bias when they remember their input more than they remember the input of the other board members or the CEO.
I know this is true: A board member is likely to engage in this bias when he accepts that something he heard or read is true. He may not be able to verify its truth to other board members.
I need to see it for myself: Evidence that a board member is engaging in this bias is visible when he will argue for what he has seen himself but is unable to support subordinates to achieve desired outcomes when they bring forward the same knowledge. In this case, board members need to go and see for themselves. CEOs will encourage them to do so because they now that they will get results only when the board member’s bias is accommodated.
I remember exactly the way it was: This bias presents itself when a board member recalls a past event to serve himself in specific way. For example, he may think he attended more meetings than he actually did.
I’m sure you told me: This bias occurs when a person remembers someone doing or saying something when that person was not the source. This can strain relationshiips between the board members or between the board member and a member of the senior executive team.
It’s okay when I say it: A board member is demonstrating this bias when he is okay with a story when he relays it but becomes upset when another person discusses the same situation.
Remembering the reasons why: this happens when a board member remembers why a specific option was chosen and cannot recall why the other options were rejected.
That couldn’t have been me: A board member demonstrates this bias when he is not able to see that his past behaviour is exactly as other’s perceive his current behaviour. He thinks this is new for him.
That was so difficult: This bias occurs when a board member remembers a situation as being much more difficult than it was in actual fact.
This isn’t done yet: A board member is engaging inthis bias when he is unable to focus on success but reminds the board of all the things it has not done to date.
Wasn’t this the way it was: This bias is noted when a board member uses his imagination to add to a memory and then thinks his version is the way it happened.
It is important to note when these biases are present at the board table and to ensure they do not throw the board off course.
When board members are not conscious of their biases they can stifle or inhibit the board’s ability to make effective decisions. Some of the more common biases include:
He irritates me: Board members demonstrate this bias when they become impatient with other members who are not as knowledgeable as they think they are at this point in time. They project their irritation toward those other board members and are not the least bit apologetic for their reaction.
Hearing is believing: This occurs when a board member hears a story so many times that he comes to believe it is true. He is willing to discredit any other view and bases his decisions on that story without opening his mind to new information.
Focusing on small details: These board members focus on the smallest details and let large elements ride. This is often seen in the area of financial governance when they focus on the small envelopes and rarely question the larger ones.
I just knew it: These board members will let the others know that they had a hunch that things would not go well. Their hindsight is better than their foresight. They focus on the negative.
Selecting Details: This bias appears when a board member or CEO looks for or presents evidence which supports his request or conclusion.
In the past we: This occurs when a board member recalls one or more past events and associates a current situation with that situation. He is unable to attend to the new situation the information at hand to make a decision.
Information missing: This bias occurs when a board member thinks that there is information missing or withheld and he fears the unknown. He will unconsciously use this bias to slow the decision-making process.
Just listen to that story: A board members becomes when his need to attend to the ‘story’ is stronger than his desire to attend to the data and evidence before the board.
Remembering the good old days: This tendency is evident when board members focus on the past. They remember situations as being much more productive or progressive than they are currently.
The recommendation seems correct: This bias presents itself when a recommendation seems plausible even though the evidence does support it. This bias becomes evident after the decision is made because board members say, “If I had known that at the time, I never would have voted for that motion.” Or you will hear, “Why weren’t we given those facts at the time, now it is too late.”
There’s no need to waste time: Board members who engage in this bias think that certain conditions exist and they can use their assumptions to make a decision.
They say it is so: Board members demonstrate this bias when they think that something is best simply because a powerful person or a person they trust says it is so.
This is big: This bias appears when a board member sees something as being riskier or more important than it is in reality. He is unable to gain a realistic perspective on the situation.
We need to pay more attention to this: These members focus on one point and refuse to hear all of the other evidence presented. One miniscule point can claim their focus and influence how they make a decision.
One of the best things a board member can do is to become aware of his biases and keep them in check when he is participating in discussions and making decisions at the board table.