Engaging Absent Board Members

Hi, Ann - Thanks for your feedback! Cross-cultural board best practices are hard when the regulations are so different, aren't they?

I did put "proxy" in quotes intentionally. Some folks can certainly truly proxy their votes, but even those that can't can have conversations with other board members ahead of time and ask those board members to share their views on their behalf if they will be absent. Even if they aren't actually voting, they can have their views presented in the discussion prior to voting so that they are still weighing in on the issue.

Overall, my advice is really meant to encourage people to recognize that we have become an incredibly mobile and flat world, and that these factors really require organizations to re-think board practices and policies so that they are leveraging those mobile volunteers instead of creating obstacles to their participation.

Many thanks for everyone's comments.

--Laura

(Cross-posted on LinkedIn in response)

From LinkedIn by Ann G. Macfarlane

Dear Laura,

Just to note that in most U.S. states directors on nonprofit boards are not allowed to vote by proxy. The right and the obligation are not transferable.

Ann G. Macfarlane, Professional Registered Parliamentarian

From LinkedIn by Judy Garland McLellan

This is good advice [sic]. However, there is one big caveat - boards are dangerous places and absentee board members still have a serious legal duty of care towards the organisation and its stakeholders. They are just as liable for any poor decision-making as are the board members present and making the decision. If any board member is frequently unable to attend then they should be asking themselves if their contribution is best made in another, less risky, sphere.
Two directors of an Australian company have recently been found guilty of negligence and breaching their duty of care and diligence because they were not present when a decision (which subsequently turned out to be wrong) was made. Major fines and banning orders were made. They will possibly never recover their reputations.

It is important to remember a board is not a place for well meaning amateurs; it is a serious responsibility and should only be undertaken by those willing to make the commitment.

Hi - Thanks for the comments, and Mhairi, I appreciate the opportunity to clarify. What I meant was that many boards are composed of well-meaning volunteers who have other full-time jobs that frequently pull them away from scheduled board meetings. Unfortunately, what often happens is that the less-busy board members often are the ones who can make all of the meetings and if the board meeting is the only place where board members can make an impact, then those who travel frequently or cannot attend on that routine date can be left out of the decision making. Instead, I recommend making full use of committee structures so that the "real" board business happens between meetings and with ample time for thorough discussion, input and reflection. I also recommend that the senior staff person or another board member makes sure that those who are planning on being absent are briefed in full ahead of time via conference call or separate meetings, and that they give a board member a "proxy" vote so that they can still contribute value. Mostly, as we become a world where people are much more mobile, I'm suggesting that face-to-face board meetings may be becoming antiquated so it's more important to figure out ways to garner full participation from all board members, regardless of whether or not a once-a-month-on-a-scheduled-Tuesday-evening works for their schedules. Most orgs have the ability to make this happen by creating more flexible governance structures through bylaws or operating policies and procedures.

Hope that makes sense!

(cross-posted on LinkedIn in response)

From LinkedIn by Mark Trotter

Rules of Governance differ in North America to the specific limitations placed upon Boards in the UK. Although business is done in the Board Meeting we have to accept much is also achieved in other settings therefore embrace the cultural innovations that networking affords and ensure that the end results are legal, transparent and worth it.

From LinkedIn by Mhairi Gordon

I wonder if you could elaborate more please? Surely good practise, inclusiveness, etc, means that Board discussions and decisions need open discussion, minuting, etc?