Board member discussion questions

Ross Woods, rev. 2023

These questions are intended for board member training, and are quite varied in nature. Many are based on actual cases. Choose only those that will be most helpful to you.

How to run meetings

  1. Who has ever been on a board or committee? What went well? What didn’t?
  2. A board member tends to give little sermons or speeches when asked for comment.
  3. Board meetings are an echo chamber. Anytime anybody says something, all the others simply agree with it.
  4. A board member is very quiet and only ever agrees with whatever is being proposed.
  5. In board meetings, a board member talks and talks and talks, and doesn't help make decisions.
  6. A board member loses his/her temper in a meeting and starts an argument.
  7. Give ten suggestions on how to use time efficiently in a meeting.
  8. How can you get every board member to participate in Board meetings?
  9. Some board members come faithfully to meetings and have expertise that your board needs. Their comments in board meetings are very valuable. But you suspect that they have no other time for board responsibilities. They don't prepare for meetings, forget previous discussions, and won't accept tasks outside board meetings.

Leadership

  1. Compare different kinds of leaders. Which kind are you?

Making decisions as a Board

  1. You are in a board meeting discussing a problem that you want to solve.
    1. What makes the discussion fruitful and satisfying?
    2. What makes the discussion a frustrating wast of time?
    3. What makes a decision good?
    4. What makes a decision bad?
  2. At the beginning of a meeting, a board member proposes an agenda item for an immediate board decision. You have seen no relevant information.
  3. Review different models of decision-making.
  4. How fast should you make decisions:
    1. “Fools rush in where angels fear to tread.”
    2. “He who hesitates is lost.”
  5. Board chairperson wants to keep everything positive and avoids discussing problems.
  6. Board chairperson focusses only on problems.
  7. The CEO gives a brief report and the board wants to accept it without asking questions or checking details. What should you do? What could go wrong if you didn’t?
  8. The CEO wants to take on a very ambitious project that would greatly help the organization further its goals. However, you are unsure whether the organization has the capacity to take on a project of this size.
  9. You are running out of time before a board meeting to prepare a proposal for a new policy. Should you do a rush job of the draft or tell the Board that you didn't have enough time?
  10. The board is discussing an issue that needs a decision, but discussion is taking much longer than planned. You start to think that board will not get to discuss other more important items further down the agenda.
  11. Your chairperson interprets the board discussion to be consensus and wants the matter minuted as a unanimous decision. However, there has not really been a vote, and you are sure that some quiet people (including yourself) strongly disagree with what is minuted.
  12. Your organization has an executive committee that plans its board meetings and Annual General Meeting. Board meetings and members' meetings have little discussion and don't actually make decisions; they are really announcements of executive committee decisions. You gather that those meetings only exist to meet legal requirements and that people attending the meeting are really only allowed to ratify executive committee decisions.
  13. You are invited onto a board that meets regularly and makes decisions by consensus. After every meeting, the secretary tells his wife, an influential founding member. Next day, the secretary informs the board whether his wife has approved of their decisions. If she objects to any decision, the board abandons it as lacking community support. She has the power to mobilize opinion through networks of gossip.
  14. One person wants to make all decisions, and is very persuasive. What should we do?
  15. To get his own way, a board member patiently explains his point of view again and again until all other board members give up and agree. His tactic appears to be persuasion by exhaustion.
  16. One person wants to make all decisions. He gets angry and argumentative if he does not get his own way. What should we do?
  17. A board member expects right of veto and will not accept any viewpoint that he disagrees with. But you want to avoid taking a vote as it could create divisions and animosity, and other board members appear to feel the same. When you suggest that a matter be voted on, the general response is that We're not ready for that yet.

Board member ethics: Conflict of interest

  1. Can you do the following:
    The organization has a large amount of money in an investment account, and has no immediate need for it. A board member suggests that his private company sells the organization a range of services that relate to its purposes. The fees are at the upper limit of professional fees, but you have to admit that they are within normal market rates.
  2. What should you do if you suspect another board member has:
    1. a conflict of duty?
    2. a conflict of interest?
  3. The organization needs to buy a new photocopier. You have an office supplies company and are willing to sell them one at a major discount. It is the lowest price in town, but you will still make a small profit.
  4. The Board is making a decision on a big business deal with another non-profit organization of which you are member.

Board member ethics: Public statements

  1. A board member makes an unauthorized public statement. What do you do?
  2. A board member makes an unauthorized public statement on his/her own behalf, but it is then identified with the organization. What do you do?
  3. The board has a serious, unresolved disagreement with the local council about a zoning issue, and you strongly believe the board is clearly in the right. A local newspaper reporter sees that it might be newsworthy and asks you for an interview.
  4. You declare a pecuniary conflict of interest in a particular matter and leave the meeting during discussion of the matter. But it is not recorded in the minutes. Several months later in a meeting, someone accuses you of conflict of interest and demands that you resign from the board.

Board member ethics: Other

  1. Who are the stakeholders in an educational institution?
  2. When can board members remove a board member?
  3. The board decided on a particular matter several years ago and it is recorded in the minutes. Another board member comes to you asking you to act differently from the decision, saying that the situation has changed and the board decision is now out of date.
  4. You are carrying all your board notes in your briefcase, including information on confidential matters. A thief breaks into your car and steals your briefcase while you are parked at a shopping center. When you report the matter to the chairperson, he tells you that you are responsible for the safety of the records and discusses the seriousness of the consequences.
  5. The police ask you for information about a business deal that your board did with another organization that turned out to be dishonest. In particular, they want to go through all your financial records.
  6. A delegation of members comes to visit you at home. They ask you about a business deal that the board did with another organization that turned out to be dishonest.
  7. A bank officer phones you for a financial reference about one of your partner organizations. However, you know that the organization is deeply in debt.

Power structures

These may be groups working for particular courses of action, working through informal alliances of friends within the board, lobby groups, gossip groups, idea groups, circles of friends, extended families, or groups trying to obstruct change, etc. The leaders are often influential individuals who might not have any official position.

  1. A group of board members form a faction and try to take over the board. What do you do?
  2. A group of members come to speak to you as a board member. They have concerns about a particular matter on which they have strong opinions. They press you to get the board to make a decision. In fact, it seems like they won't leave until you agree with them. What should you do? What shouldn't you do?
  3. A group of members comes to speak to you as a board member. They have concerns about a particular matter about which they have strong opinions. They want you to promise that the board will take a particular course of action. What should you do? What shouldn't you do?
  4. A group of board members met privately and pressured the CEO to resign using leverage gained through another organization and their position as board members. Against his will, the CEO resigns at the beginning of the Board meeting, to the surprise of all board members who weren't in on it.

Oversight of Executives

  1. How do you balance power between board and executive? e.g.
    1. CEO ignores the board.
    2. You have a strong CEO who tries to control the board. He treats it as a forum to discuss his ideas and agree with him. What do you do?
    3. Board thinks: “We hire and fire. We can sack the CEO anytime we feel like it.”
  2. How do you know when it is time to replace a CEO?
  3. CFO says, “If you audit me, it means you don't trust me.”
  4. What should you do if you suspect the CEO has broken a law?
  5. What should the board do if the CEO has given large bonuses to senior personnel without board approval?
  6. The staff have primary loyalty to the CEO, not the company.
  7. Your chairperson recruits new board members from her network of friends. Out of respect, board members feel obliged to accept her recommendations.
  8. CEO gives staff bonuses but it acts as an incentive to exaggerate profit and take risks.
  9. CFO tells a not-completely-true story to the financial auditor to cover sloppy practices.

Recruitment

  1. Why would somebody want to join a board?
  2. Why would somebody want to stay on a board?
  3. Why would somebody want to resign from a board?
  4. How can boards transition to a younger generation of Board members?
  5. You are asked to recruit new board members. Many of the best people are quite willing but you find that they are all very busy. What can you do?
  6. How do you ensure long term stability on a board?
  7. How much time should board members be willing to give:
    1. In normal circumstances?
    2. When the organization is in difficulty?
  8. The Chairperson proposes a strategy for new board members that will only ever promulgate the weaknesses of the current board, and will ignore the wishes of members.
  9. The organization is in serious decline. The current generation of members is dying out and not being replaced with a new generation. The board realizes that it will have to close down if current trends continue, and make revitalization and growth an urgent priority. The board proudly reminisce about how influential it was fifty years ago. They are very tied to "the old ways" and do not seems to want change of any kind. You suspect that they want a new generation of members that will only follow the old ways.
    You are appointed to the board with the specific task of revitalizing the organization.

Financial oversight

  1. What is a business model?
  2. Evaluate different business models.
  3. CEO rejects the internal audit report.
  4. You suspect that a senior employee is embezzling money but have no proof. The audit report was unqualified, meaning that the audit found nothing wrong.
  5. Your organization is running out of cash and it has debts to pay. Most assets are debts receivable.
  6. Your CEO controls the financial bookkeeping and appears to be honest. He refuses to allow the board to appoint a financial auditor as it would indicate that you distrust him. You have no evidence that everything is well-done and honest because nobody ever checks the financial details.

Handling crises

  1. Some people in the pubic make public accusations of misconduct, although none is proved. What should the board do?
  2. A junior employee blows the whistle on something that employees are doing wrong. What do you do?
  3. The board hears of problems in the culture of the organization. What should you do? (Examples of cultural problems are bullying, sexual harassment, intimidation, and attitudes to rules, such as taking short-cuts or breaking, bending, or ignoring them altogether.)

Other tasks

  1. Do a skills audit of your board. What skills do you have? What skills do you still need? Who is on the board but doesn't have any particular skills to contribute?
  2. Look at a financial report. (P & L, balance sheet, auditor's report.) How good a shape is the organization in? What would need discussion in a Board meeting?
  3. Look at a set of board minutes.
  4. Take a set of minutes.

Source consulted

Corporate Governance Case Studies. 2012. Ed. Mak Yuen Teen. Think + create. (Singapore: CPA Australia).