Beyond the Board Orientation
BY KAREN NASON, CAE
A member of Association X has never
served on a national board of directors
before and is very excited to be attending
his first board meeting. “Charlie” is a little
nervous, but eagerly anticipates the board
orientation portion of the meeting
because it will clarify what he will be
doing for the next two years.
After several hours, the orientation portion of the meeting is over and Charlie
finds his head swimming with terms like
fiduciary responsibilities, confidentiality,
duty of obedience… the list goes on. He
wonders what all that has to do with
being a board member and making decisions. He decides not to worry too much
about it at that time and instead focuses
on understanding the goals and objectives in the strategic plan.
Several months and a few board meetings later, Charlie runs into a colleague at
a cocktail party who strikes up a conversation about a recent board decision and
asks Charlie why he voted the way he did.
It’s clear the colleague has learned how
certain members of the board voted. Charlie feels exposed and unsure what to do.
He mumbles something about not being
able to talk about that and the colleague
continues to press him saying, “We’ve
been friends for a long time, you can talk
about it to me.” Charlie starts to mentally
kick himself for being so vocal about the
topic during the board meeting.
The next day, Charlie calls the board
president in a panic and tells her what happened. The president calls the executive
director to say there’s a problem with board
confidentiality and asks what to do about it.
If you’ve been working with association
boards, you know the scenario described
above could happen. If it does, it can create a climate of mistrust on the board or
even start a messy investigation to find
and discipline the offending party. Obviously, these are not productive activities
for a board whose focus should be on the
future of the organization. They can draw
the board’s energy away from creating a
positive future for the organization and
focus them instead on negative issues.
REAL SITUATIONS
At the Association of Rehabilitation
Nurses, we’ve found that continued board
orientation and discussion can be very
helpful in educating the board on sensitive matters. We’ve started using creative
techniques to reinforce legal duties of the
board or general responsibilities of board
members. One of them is the use of
“mini-scenarios” to create board discussions about complex situations.
Over the years, I’ve received panicked
calls from board members or have heard
complaints during board meetings that
they don’t know how to handle certain situations. New board members sometimes
are caught off guard and don’t know how
to respond to innocent or not-so-innocent
questions from members. Rather than
wait for these events to occur, the president and I thought there must be a better
way to prepare board members.
ARN has started setting aside 30 to 60
minutes at a couple of board meetings
each year to discuss “mini scenarios” similar to the one above. We describe two to
three sensitive situations that have happened in the past or scenarios that could
very well happen to a board member in
the future. These scenarios make concepts
such as duty of obedience or conflicts of
interest more real and understandable.
Here’s a sample of one of the scenarios
we’ve used:
During several consecutive meetings,
the board discussed a program that was
important to a certain percentage of total
members and was relatively costly to support. Some members of the board were
very vocal in their opinions that the association needed to continue with the program. Data about the expense and future
viability of the program were shared. At
the last board meeting, the board discussed it further and voted to discontinue
the program.
A few weeks later, you are attending a
local chapter meeting and one of the members approaches you about the board’s decision and it is clear that information about
how board members voted had been
shared. What do you do?
REAL SOLUTIONS
The discussions related to the mini-scenarios are lively and there is a lot of participation. It helps to include the
scenarios in the agenda packets that are
sent to board members prior to the meeting to give them time to think about the
situation and their reactions and
responses. Even for long-time board
members, these discussions serve as a
reminder of the board’s fiduciary responsibilities, proper conduct and other important concepts. The discussions help the
board understand how to talk to members
about how and why specific board decisions were made without getting into
unnecessary details about who said what
during board deliberations.
We’ve received feedback from both new
and continuing board members that they
love these discussions. It really helps them
to hear about legal concepts and board
duties from their board member peers in
addition to staff and legal counsel.
While there are no guarantees that
breeches of confidentiality or other legal
responsibilities will never happen again,
we feel these discussions keep the board
members’ duties and obligations fresh in
their minds and complement the formal
board orientation process.
Karen Nason, CAE, is executive director of the Association of Rehabilitation Nurses. She may be reached
at knason@connect2amc.com or (847) 375-4804.
