One of the members of your governing board has a habit of prolonging the discussion—and monopolizing it—often even when the rest of the board is ready to take action on the topic or conclude the conversation. This practice has been going on for several meetings and has had the effect of extending the meetings more than is productive. You can sense, whenever this situation arises, other board members in the room thinking, “Here we go again.” What can—and should—be done?
The board chair is usually as sensitive to this situation as the other board members are, and it is his responsibility to deal with it. (I use “he” here for simplicity, but in all cases throughout this article, the person could be either a man or a woman.)
The first job is to determine why the particular trustee is engaging in such behavior. Sometimes such a situation occurs because he genuinely does not think he has enough information and is just seeking more detail to be sure that he is carrying out a trustee’s responsibility. Another possibility is that the board member wants to assure his colleagues that he has done the assigned homework and is a thoughtful person—so he uses the occasion of the board meeting to make that known. Other times, the board member is posing questions or challenges because he has a hidden agenda.
The chair’s response should depend on the situation and on how well he knows the trustee in question. If the questions or challenges are a result of the trustee feeling that not enough information has been provided, then the chair might propose one of the following solutions. He can ask that more background materials be included in the board packets, if that is appropriate. Or he can propose having a phone conversation with the trustee before the meeting to see what additional information might be helpful. The chair can explain that it is important to use the meeting time as efficiently as possible, and so an advance conversation is necessary to expedite matters.
The other two situations are more difficult. If the board member is just trying to “prove himself,” the chair can deal with the issue directly by letting the trustee know that some of his colleagues have wondered where all of the questions and concerns are coming from. As in the first example, the chair can then suggest that he and the trustee discuss those questions and concerns ahead of time in order to use board time more efficiently.
What about the trustee who has an agenda that he believes will eventually get the response he is looking for through his persistent and consistent questioning and challenges? The board chair can request a meeting with the trustee and remind him of the public trust that is the responsibility of all trustees. He can emphasize that individual agendas need to be put aside if, in the opinion of the board as a whole, they do not contribute to the welfare of the institution.
Unfortunately, a trustee may occasionally insist on continuing to operate in the same fashion in meetings. That situation can perhaps be addressed through feedback received as a result of a board self-assessment process. However, if the trustee really does not choose to be an effective board member, sometimes the only remedy is to wait out his term and do what is possible and ethical to see that his tenure is not extended.
Are there other thorny issues that you’d like to see discussed in this new column in Trusteeship? If so, please send ideas for topics to editor Julie Bourbon at julieb@agb.org. (We will keep all sources anonymous.)
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