In this Article, ‘Association’ refers to an incorporated Association, Company limited by shares or guarantee, and Cooperative. ‘Board’ refers to the governing body of the legal entity.
The first task of the Chairperson as Team Leader is to check your Team
Identify the names, positions and backgrounds or categories of current Board members, and compare the actual membership with the requirement as set out in the organisation’s constitution.
- make a list of the Board members’ names
- beside each name, note the position held by that person at this time, ie Vice-President, Secretary, Treasurer, Public Officer, Committee (ie Committee of the Board) Convenor or Portfolio and note the length of time each position has been held by each person to date
- beside each position, note the constituency/category of membership and expertise/skill, eg association member, staff or service-user representatives, professional expertise, community member, familiarity with the target group, etc
- check the rules for:
- the required or recommended number and categories of Board members
- the required or recommended official positions or office-bearers
- any restrictions or directions given in the rules regarding office-bearers, for example,
- a nominated period of office (eg 2 years) for any one person to fill a position of office, eg Chairperson/President
- any category of member prevented from holding office
- if there are any differences between your list and the rules, make a note of them. Possible differences include:
- there are more, or less, Board members than the rules require
- where categories of membership are given in the rules, some categories are not represented or are over-represented
- check the rules for requirements for member attendance at, apology for and leave of absence from formal meetings
- where there are differences, have the Board as a whole discuss whether these differences are important: if they are, there are two options:
- immediately take steps to bring the Board membership and officers into line with the rules
- agree on changing the rules relating to Board membership and officers, ie change the Constitution
- if the second is the preferred option, the rules will have a section toward the end outlining the necessary procedure for changing the Constitution
The Team Leader needs to know and understand that every member of their team is valuable and valued.
The Team Leader’s responsibility is to bring out the best and the uniqueness that each person can offer.
The Team Leader has the potential to improve the quality of individual and team performance and relationships, leading to increased effectiveness within the total organisation.
Chairperson/CEO working relationship
This working relationship is the most critical relationship in your organisation, therefore the following checklist:
- agree with the CEO that there will be ‘no surprises’, good or bad, during your term of office,
- ensure confidentiality and privacy for all discussions on contentious issues,
- be accessible, particularly in times of emergencies,
- collaborate on policies and procedures for conflict resolution and grievances at Board level, and within the Association,
- ensure an effective procedure for quick and efficient responses to all reasonable requests,
- keep a running list of items that you want to discuss with the CEO and tick them off as you attend to each one,
- set a regular time before each Board meeting to review the agenda with the CEO and ensure that each item is suitably resourced, again, to reduce the possibility of ‘surprises’,
- collaborate on starting and ending meetings or appointments on time,
- collaborate to ensure a clear distinction between the work of the Board and that of Committees of the Board,
- collaborate on mentoring or nurturing your successor: and ensuring a clear role for your predecessor, and
- collaborate on monitoring and improving the performance of the Board, and the job satisfaction of Board members.
Chairing Board Meetings
The Chairperson’s duties regarding meetings are to ensure that:
- meetings are properly convened in accordance with the rules of the organisation .. that proper notice is given and that a quorum is present at each meeting,
- all statutory regulations and the organisation’s rules, policies and procedures are observed,
- the agenda is prepared and circulated, setting out items of business to be considered,
- adequate opportunity is given to Board members who wish to speak,
- control of the meeting is maintained,
- s/he acts impartially and that discretionary powers are used in the best interests of the association members,
- end-of-meeting summaries are given of decisions made and tasks allocated so that each person leaves with a clear idea of what has happened and what is expected of them, and
- the meeting is closed only after the business at hand has been properly concluded.
The Chairperson may not carry out all of the 8 duties personally, but has the authority to see that they are done.
The Chairperson’s specific powers:
- to rule on points of procedure
- to put the question to the vote
- to accept or reject proxies or representation
- to rule on voting
- to remove disorderly persons
- to adjourn the meeting
Board Chairpersons need to understand how Board Members talk
Each Board member is responsible for her/his words, conduct and behaviour as a Board member: and this responsibility is legal as well as moral, ethical and social.
Each Board Chairperson is responsible for the conduct of each Board meeting.
Introducing six categories of ‘Board talk’
Board Chairpersons need to be aware of this reality – and consider how they can channel this predictable level of Board activity to contribute to the best interests of the legal entity.
Boards are made up of people – they can be all women, all men, or a mixture of women and men. And all people talk a lot – to themselves, to other Board members, to people who are not Board members, as small groups, and as the total Board. They talk in meetings, in between meetings, and just prior to or following a meeting.
It is important for a Board member to talk with others: however, it is even more important for each Board member to respect and honour the requirements of Board membership concerning confidentiality, privacy, loyalty and the parameters of their governance role.
It’s interesting to examine each of these six categories of ‘Board Talk’ objectively:
‘Self-talk’ – takes place within each Board member and is known only to that Board member, yet it can influence thoughts, utterances, body language, decisions or indecision, and confidence or lack of confidence:
- ‘Board Member Self-talk’ is the unexpressed conversation within heart and mind, between intellect and emotion, filtered by the person’s own knowledge, understanding and experiences that are brought to mind by agenda items, ‘table-talk’, challenges, opportunities, observations, and even fears.
- ‘Board Member Self-talk’ will either help or hinder the person in knowing and understanding what they think or know at a particular point in time, and has the potential to enable the person to know and understand her/himself.
‘Pillow-talk’ – takes place within familial relations, personal or business networks which may or may not include fellow Board Members. As well as the private conversations between two people, ‘Pillow Talk’ can take place by between-meeting emails, using mobile phones in public places for private discussions, conversations, SMS messages, casual or planned chats:
- ‘Board Member Pillow-talk’ is always informal, and always assumes confidentiality and trust, yet is able to influence the ideas, opinions and intentions of individual Board Members that, in turn, will certainly influence the individual Board Members’ contribution – or lack of contribution – at future Board meetings.
- ‘Board Member Pillow-Talk’ can often extend, confirm or clarify a ‘Board Member’s Self-Talk’.
- ‘Board Member Pillow-talk’ raises ethical and code of conduct issues - in particular confidentiality, privacy, trust, respect and loyalty to other Board Members, to the Board as a whole, and to the organisation of which the Board is the governing body
‘Body-talk’ – takes place through facial expressions, body movements and body positioning – particularly when a Board Member is speaking to or with others:
- ‘Board Member Body-talk’ presents strong messages through non-verbal communication, including the way a person takes notes, displays interest or disinterest, handles papers, checks their mobile phone, moves around the table or around the room, joins in or refrains from small group discussions, chooses their place around the Board table.
- ‘Board Member Body-talk’ manifests the person’s state of mind, levels of knowledge and understanding, degrees of confidence and comfort, and familiarity with any topic, theme and agenda item.
- ‘Board Member Body-Talk’ can be either conscious or unconscious, can be used to consciously add weight to her/his words, and can be read by his/her audience as displaying conviction or lack of conviction.
‘Small-talk’ – takes place in and between meetings, usually seen to be peripheral but yet can be a major contributor to decision-making – off-the-cuff remarks, light banter, etc:
- ‘Board Member Small-talk’ includes casual and informal conversations with individual or groups, off-the-cuff remarks, light banter. One thinks of the easy conversations during the coffee break, leaving the meeting, entering the lift, in the car park, or when passing the corridor or street
- ‘Board Member Small-talk’ may extend, confirm or clarify what the person thinks, knows or understands: – and raises the critical issues of listening, questioning and checking.
- ‘Board Member Small-talk’ can include sharing confidences, caucusing, posing options, gathering support – or even sharing gossip.
‘Table-talk’ – takes place in formal Board meetings, and leads to informed and validated decisions: ‘Board Member Table-talk’ is recorded in official Board minutes, should contribute to strategic thinking and discussion, and should lead to sound and wise decision-making.
- ‘Board Member Table-talk’ should satisfy the Board’s Code of Conduct and Code of Ethics; the requirements of privacy, confidentiality, loyalty to the organisation; and the legal requirements attached to the governance role and function.
- ‘Board Member Table-talk’ places responsibility on each and every Board member to contribute to and complete the agenda, and to support the Board Chairperson in her/his role.
‘Smart-talk’ – takes place when the Board is operating at the strategic level, leading to informed and validated decision-making:
- ‘Board Member Smart-talk’ raises the issues of strategic and critical thinking, and the ability to link past and present performance with possible future scenarios
- ‘Board Member Smart-talk’ builds and respects the organisation’s corporate memory; endorses the strategic and policy framework for the organisation; ensures succession planning and risk management; monitors the organisation’s strategic, operational and financial performance; and ensures wise governance, sound management and operational effectiveness.
- ‘Board Member Smart-talk’ ensures that all Board office bearers and Board members are constantly aware of their individual and collective responsibilities and accountabilities.
The ‘Board Talk’ item is an extract from Governance Kit No. 3: Personal responsibilities of nonprofit Board Members – including code of conduct, conflict of interest, confidentiality, and loyalty to the organisation’s purpose (Jean Roberts, 2008), structured in five Sections (with nine Reflection Worksheets), to facilitate Whole Board discussion on:
- Personal responsibilities of a nonprofit Board Member
- Board Talk
- Board Style
- The Human Side of Governance
- Board loyalty to the Organisation’s Purpose
The ‘Board Talk’ Section in Jean’s Governance Kit No. 3 goes on to introduce and explain:
- tools of effective communication being questioning, listening and expressing
- use and misuse of information and language
- critical thinking and strategic discussion enabling Board members to individually and collectively use and apply their available knowledge, intelligence and skills
- the mixture of maturity, ability, willingness and personal attributes among Board Members
- how Board members’ backgrounds and areas of interest or concern differ – and impact on Board decisions and actions
The process of critical thinking should evidence four basic Board tools:
- an intellectual acceptance of a variety of ways of thinking and expressing,
- adopting the Ockham’s razor strategy, meaning that each topic is willingly reduced to the simplest possible explanation,
- accepting the burden of proof, meaning that the responsibility of proving a statement rests with the person who makes the statement, and
- evidential basis, ie practical and measurable evidence is required for each statement or claim, not only anecdotal or conceptual.
Reflection Worksheet No. 6 poses these questions for whole Board discussion and clarification:
- Board ‘Table Talk’ - how can the Board Chairperson encourage all Board members to contribute to and participate in the Board meeting agenda?
- Board ‘Smart Talk’ - how can Board office-bearers and Board members ensure that they engage in critical thinking and strategic decision-making on major agenda items?
- Board communication - how can the Board’s communication policies, procedures and work practices be improved?
- Board information - how can the Board’s information be monitored to ensure confidentiality, privacy and loyalty to the organisation’s purpose?
- Board language - how can all Board office-bearers and Board members fully understand and appreciate the acronyms and jargon used in Board correspondence, reports and discussion?
- As a potential Board member - what questions would you prepare for discussion before accepting nomination or appointment to an existing Board?
Moving into or out of the position of Board Chairperson
If you find yourself a prospective Chairperson, make an objective assessment of:
1. the current situation, including:
- the nature and level of support currently available to the role, and to the person in that role,
- reason for the position becoming vacant, and
- the manner in which the current Chairperson has fulfilled the role.
2. your desired situation, including:
- nature and level of support you would expect for the role, and for yourself in that role,
- time you would be prepared or able to give to the role,
- tasks you would perform (a) with ease (b) with a degree of difficulty or challenge, and (c) for which you would need additional skill or expertise in the role, and
- changes you would like to make to, or through, the role of Chairperson during your term of office.
3. what you need to do prior to accepting the role of Chairperson in order to:
- ensure a smooth transition,
- achieve an acceptable level of effectiveness as soon as possible, and
- introduce or work toward your desired situation in the role.
- You should not see the previous Chairperson as necessarily the ‘model’ to follow.
- Before accepting the position, spend time to identify your reasons for nominating or accepting nomination to the position,
- Identify the practical benefits you will have the confidence, competencies and comfort to emphasise, introduce or maintain for the Board as the governing body, and for the Organisation as a legal entity – during, or resulting from, your term as Chairperson, and
- Be assured there will be surprises for you after becoming Chairperson.
If you find yourself a prospective immediate past Chairperson, make an objective assessment of:
1. whether you wish to remain on the Board, and in what capacity,
2. your desired situation (if you wish to remain), including:
- how you plan to move from the role of Chairperson into the next role or position, and
- whether you wish to perform an active or passive role, and over what period of time,
3. nature and extent of support you would be willing to offer to the new Chairperson, should that person be willing to accept same, and
4. time you wish to make available to the organisation.
- You will always be seen and treated as the ‘Previous Chairperson’,
- If you stay on the Board, expectations of your performance as a Board member after being ‘in the Chair’ will be higher than those of your peers,
- Your achievements and performance as Chairperson are likely to be compared with those of your replacement, and
- You must ensure that your words, actions, behaviour and decisions do not, in any way, hinder the achievements and performance of your successor.
- How you move from Chairperson to your next role is entirely up to yourself – whether your next role is within the organisation or in some other area of interest.
- Your commitment must always be to the organisation as a whole, not just to the role of Chairperson.