Streamline your board's decision-making process by providing the right background material.
Q. How can we streamline and improve proposed motions to our board?
A. It is critically important that board members make informed decisions. However, volunteer board members usually have competing demands on their time too.
How often have we heard comments such as "I like what she said about this agenda item, so I move we implement her suggestion," or "I'm not sure how much this will cost, but I move that … " at board meetings? When drafting minutes, how often do we struggle as we try to translate what we heard into written motions?
The American Academy of Neurology addressed this problem by requiring a disciplined process for submitting proposed motions to the board of directors. All motions are submitted to the board in a decision memorandum, usually from committee chairs or key staff. The memorandum contains eight paragraphs, always in the following order:
1. Issue. The issue to be considered by the board of directors is summarized in one sentence, if possible.
2. Proposed motion. This paragraph states the motion to be considered by the board of directors and, if adopted, to be included in the minutes.
3. Discussion. This section provides an opportunity to explain the purpose of the motion, background information, action (including the pro or con votes) by any submitting committee, and other information that would assist the board of directors in the decision-making process.
4. Comments from the chief financial officer concerning fiscal implications. The organization's senior fiscal staff member explains the estimated budget implications if the proposed motion is adopted.
5. Comments from the general counsel concerning policy or legal issues. If the organization has an in-house general counsel, the general counsel will explain whether there would be any policy or legal implications if the motion is adopted. If the organization does not have in-house counsel, retained counsel could be asked to comment.
6. Coordination. This paragraph should explain to the board of directors who has been consulted and involved in the drafting of the proposed motion.
7. Enclosures. To keep the decision memorandum at one to two pages, background information should be included as enclosures, allowing interested board members to do a "deep dive" into the details.
8. Executive director's recommendation. The final paragraph is an opportunity for the organization's executive director to provide a recommendation to the board of directors. He or she can also explain, in this paragraph, steps that will be taken to implement the motion. When drafting the proposed motion, the author of the decision memorandum should consider several key issues:
- What is the effective date of the motion?
- Does the proposed motion include, if appropriate, measurable goals or metrics for the board of directors to evaluate the implementation of the motion?
- Does the motion include a sunset provision or exit strategy? If the motion authorizes a program and the objectives are not met, how does the board modify or terminate the program? If it authorizes a "pilot program," when does it terminate?
- If funding is required to implement the motion, how will it be funded?
By teeing up motions with an eight-paragraph decision memorandum, the staff will analyze key issues before the board meeting, and the board of directors should have the necessary information to make informed decisions. "Bad" motions can be eliminated and "good" motions improved before they get to the board.
Murray Sagsveen, CAE, is general counsel for American Academy of Neurology in St. Paul, Minnesota. Email: [email protected]