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Never Throw Red Meat on the Board Table

Boards need advance preparation to fully address complex issues.

 

by Dan Busby and John Pearson

 

 

When time isn’t taken for precise motion clarity,
there can be several different perceptions
of what is really being discussed
and nobody knows exactly what will show up
in the official minutes.[1]

Cathy Leimbach

 

 

One of the easiest boardroom time-wasters to fix is also one of the most common, and unnecessary. It is something akin to throwing red meat on the board table.

In this time-wasting scenario, the senior pastor brings a tough issue to the board without a written recommendation for board action—in fact, there is no recommendation at all, written or unwritten.

So the board starts with a blank page on this particular issue. After a lengthy discussion of all the options, a motion is finally floated. There is more discussion. Then the motion is withdrawn, and another motion is offered. Amendments follow, and with some discomfort, the board finally approves a resolution. Or, instead of approving the resolution, the board refers the matter to the executive committee for more study before implementation.

The final action more closely resembles a gerrymandered political map than a finely tuned resolution. Sad—and so unnecessary.

By starting from scratch, the process consumes 90 minutes of the board meeting—often double the time that might have been spent if the board had started with a well-thought-out recommendation and a draft of a resolution.

Rather than red meat on the boardroom table, boards want, need, and prefer that the “cooking” has already begun. If a board must create its own starting point on a significant agenda item, it can be a very painful process that ultimately diminishes productivity.

Without adequate advance preparation to fully address an issue, boards tend to function as a committee of the whole, often resorting to painfully circuitous discussion. It can result in floating a resolution only to have it amended multiple times while the boardroom clock continues to tick, tick, tick.

Here is the really big danger: A board that starts from scratch on a major issue may reach a somewhat different conclusion compared to starting with a thoughtfully-crafted resolution. And, the ultimate motion adopted is often not as robust as what would have been passed if the board had begun at a strong starting point.

There is a better way. It may be a regular meeting or a specially called meeting. In either case, the key players are the board chair and the senior pastor working together to prepare the board meeting topic.

Many board issues are routine. Other issues are so complex that they require wisdom and discernment to decide how to properly prepare them for the board. In most of these situations, the staff is well qualified to draft the resolutions for review by the board chair.

Here is the key principle: Always submit written recommended resolutions to the board for every action item. The draft of each resolution should be carefully prepared.

Wordsmithing resolutions in a calm, pressure-free environ­ment before a board meeting can be challenging enough. But writing a resolution on a complex topic from scratch in a board meeting with the clock ticking can be a major challenge. Conversely, even if a previously prepared draft resolution is amended during the meeting, the final version will probably include much of the carefully crafted language from the draft.

Accompanying every draft resolution should be an appropriate preamble (“Whereas . . .”) to provide the context for each resolution. While the board may amend the resolution or fail to adopt it, a well-prepared preamble and resolution will provide clarity to the issue and will often save the board significant time. When a motion is reviewed years later, the preamble provides the context for why the board adopted the resolution.

Here is an example of a draft resolution with preamble that reflects the potential impact to the ministry’s Board Policies Manual.

Whereas it is desirable to enhance the responsibilities of the finance committee to require at least an annual meeting with the church’s independent auditors,

Resolved that the following text shall be added to section 3.7.3 of the Board Policies Manual: “The finance committee shall also meet with the organization’s independent auditors at least once a year; for at least a portion of the meeting, all members of the staff shall be excused from the proceedings.”

David Wills, President Emeritus of the National Christian Foundation, suggests,

Shoot for the “no surprises” standard. The pastor and the board chair should have a roadmap well before the next meeting. This will allow for content to be delivered in such a manner that the discernment process begins early. Let the board know in advance what decisions are required so they are prepared to make wise ones. Point them to the critical sections of the board material.

Red meat is raw meat. The meat you serve your board should be well done . . . in advance![2]

“Do your planning and prepare your fields before building your house” (Proverbs 24:27, NLT).

 

BOARDROOM LESSON
_______________________________

Adequate advance preparation of resolutions
for board consideration will contribute positively
to effective, efficient board deliberations and actions.

  Board Action Steps:

  1. Reflect: Review the advance board materials for the last few board meetings.

  2. Improve: Determine if advance preparations for board actions could have been improved.

  3. Act: Create an expectation that any proposed action brought to the board will always be accompanied by a well-thought-through written motion.

 

Prayer

Lord, may our board meeting preparations
enhance the work we do for You. Amen.

 

 

[1] Cathy Leimbach, “Wording Motions in Advance,” Posted March 10, 2017. Agon Leadership blog: https://www.agonleadership.com/single-post/2012/07/03/Wording-Motions-in-Advance.

[2] David Wills, “Never Throw Red Meat on the Board Table,” Lessons From the Nonprofit Boardroom (blog), March 28, 2018, http://nonprofitboardroom. blogspot.com/2018/03/lesson-19-never-throw-red-meat-on-board.html.

 

From Lessons From the Church Boardroom: 40 Insights for Exceptional Governance, ECFAPress, 2018, www.ECFA.Church/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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