The three major roles in a board meeting: Part 1
A good chairperson knows the leader plays a supporting role and does not always have to be the star.
The primary role of the presiding officer in a meeting is to facilitate the process. Typically, the president or chief officer of an organization is the meeting presider. Often, the person in this role is viewed as having more power than other members of the board and in many ways that is true, however in most organizations, the chair still has only one vote just like all other members.
The way in which the chair can really use their power is to be a good meeting facilitator to make sure all voices are heard and that all members contribute. Being a high-quality facilitator does not always come naturally and from my experience, I have not seen leaders of organizations rise from the ranks because of their facilitation abilities. More often, I see individuals rise to the rank of chairperson because of popular election, their technical or organizational knowledge, a confident personality and dedication to the mission. Of course, these qualities are all important components of being a good leader but do not necessarily mean that the person can run a good meeting. In fact, these qualities can sometimes be obstacles to good meeting processes if members look to the leader to dictate the course of action or advocate for their side.
A good leader knows when to persuade and advise, but a good chair knows when to practice restraint and tact in order to make sure that the rest of the board is empowered to express their opinions and engage in healthy and productive debate in a meeting. In order run productive meetings the presiding officer should understand this role of facilitative leader. I find that advising leaders to follow the roles of the presider as described below helps make them be not only good leaders but also great meeting presiders.
Conduct the meeting according to the agenda
It seems simple, but the meeting can easily get away from the chair if he is not disciplined to stay on task. It is not only the members who must be kept on track, but I have seen many chair persons also go off on tangents that lead conversation astray from the topic at hand. The chair must stay focused on the orders of the day and not deviate or let others deviate the conversation. However, if the members do want to change the subject, the chair should be knowledgeable in parliamentary procedure to suggest an appropriate motion that would accomplish that without taking away valuable time from the rest of the members or by letting one member dominate the group with comments not relevant to the topic.
A presider must protect the rights of the members
There are two basic rights of membership in a deliberative assembly – to debate and to vote.
- Protecting the right to debate. The presider should make sure that all members who wish to speak on a topic get that chance. This right is violated very subtly in meetings and it takes an astute chair to recognize when it is happening. Some people are very vocal and tend to think aloud and are very comfortable to speak their mind in meetings. However, the other half of the people are more introverted and prefer to formulate their thoughts privately and when they are ready share them with the group, often in a very thoughtful and complete manner. We need both types of people in our organizations. A good presider will recognize this and provide many opportunities for both kinds of members to offer their input; to discourage those who tend to dominate in debate from monopolizing the conversation or those who stay quiet from feeling left out of the debate. But there is more a presider should know, since debate is a right of membership, it cannot be easily taken away. The chair of the meeting cannot prevent a member from speaking or cut off debate on their own. Further, and nor can a simple majority vote of the members present. Rather, it takes a two-thirds majority to modify rules of debate or stop debate on a motion. This parliamentary principle is important for a chair to understand and employ appropriately.
- Protecting the right to vote. Voting carries with it the same significance as the right to speak in that if there is a situation where a member’s right to vote may somehow be limited or prevented, the decision will require a vote that protects the right of the minority not present (such as a two-thirds vote to amend or reverse a previously made decision). In addition, the presider should ensure that each vote is equal and that no member’s vote (including the chair’s) carries any more weight than any other member. The right to abstain or not vote should be protected as well the anonymity of that right (i.e. the chair does not announce “abstentions” in the results of the vote). The chair can easily violate this principle of protecting the right to vote by forgetting to ask for the dissenting voice when calling for the vote. A presider should be sure to ask for both those in favor (“ayes”) and those opposed (“no’s”). This of course is not just to be fair in allowing those who disagree to say so but this also provides more certainty in the result of the vote.
- There might be other rights of membership worthy of protection by the chair. The chair must be aware of what those are – see last bullet point on “knowing the rules.”
Set the tone of the meeting and serve as a good example
The chair’s demeanor “on and off stage” is a first step towards creating a board that behaves respectfully to one another during the meetings, in between meeting communications and during committee work. To set the tone for encouraging productivity and respect among members:
- Be professional in all aspects of the job.
- Be prepared.
- Use humor appropriately (and, in my opinion, often).
Encourage appropriate input
This extends beyond protecting a member’s “right to speak,” that was mentioned above. The presider should seek out comments from the quieter members by probing directly or by asking open-ended questions that might entice different opinions from those already expressed. Conversely, the meeting chair should stay firm with those who tend to monopolize the meeting. Be tactful in alternating between the pros and cons of an issue and if it is clear that all are in agreement with the pending question ask to stop discussion and call for the vote and move on. The chair must understand the role that guests play in the meeting and make sure their input is appropriate to the situation. The chair should make sure the rules for guests are clear so that guests know how to provide input to the board and the process by which their input might get some “traction” if appropriate. Which brings me to the next point…
Reach closure and move on
I frequently see the presiding officer allow members to discuss issues “to death” without getting to a decision or taking action to move the issue along. A good chair will recognize when a motion should be made or a vote should be taken. Likewise, the chair should not allow discussion to continue about the vote, after voting has occurred. Do not let the board get into conversations that seem like “voting play by play.” Once a decision is made, the chair may need to provide some additional “post vote” instructions but then he should efficiently move on to the next item on the agenda.
A good meeting presider should be a conflict mediator, not a conflict instigator. Being open and up-front about all the options available, hearing all sides, facilitating a consensus process and seeking outside assistance when needed are several options available to the chair when guiding their board through a contentious issue or conflict.
Represent the board; maintain impartiality and a professional image. Once the board makes a decision, the Chair must back that decision and work to see it through, despite their own feelings about the issue. A good chair knows when to hold their cards closely, and in some cases may be able to get away without voting at all on a decision in order to maintain impartiality (and although many elected government officials must vote to uphold their oath of office, typically, the chair votes only when their decision will make a difference in the outcome). This is another subtle characteristic of being a chair – “know when to hold ‘em and know when to fold ‘em” - in order to maintain a professional image of the board, the organization and of the chairman’s role itself.
Duties as assigned by law, bylaws, board rules, custom
As I mentioned at in the introduction to this series, the job description for board leadership should be outlined in the governing documents. Ignorance is no excuse for not complying with what the rules say is supposed to be done. A competent chair will have read the governing documents and will carry them to meetings and use them as reference as often as needed. The reference available to the chair should also include a copy of the organization’s parliamentary authority. The chair has some discretion as it pertains to custom. It is important for a chair to know when to question a custom if it is violating one of the adopted rules or a member’s right.
In summary, much of the roles and responsibilities of the chair as meeting facilitator revolve around the meeting process – allowing all opinions to be expressed and maintaining a professional image of the organization and the members of the board. A quality presider allows the board to shine and shares the starring role with them.
For more details on each of these roles and responsibilities from Michigan State University Extension read:
- Introduction: Each needs to play their parts correctly for a successful meeting.
- Part 2: Members have the same responsibility as the chair in making sure the meeting is successful
- Part 3: Guests play an important role in informing the board and share responsibility in knowing the rules