Boards

Consent Agenda Probably Most Useful Than Ever Before

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In an ArtsHacker article I wrote back in 2015, I had advocated for the use of consent agendas as a way to quickly dispose of routine matters at board meetings and leave time for discussion of substantive issues.  Now that we are in a place where at least some members may be attending virtually, it is probably even more important to conduct business in a manner that incentivizes people to maintain full focus on the business at hand.

Some of the links in my original ArtsHacker post are no longer valid, but a quick web search will help you find a number of resources that address how to use a consent agenda such as the Council for Non-Profits.

Basically what happens is that the organizational staff prepares materials which it sends out in advance of the board meeting. Those materials are placed into a consent agenda which is approved as a whole at the start of a board meeting. The Council for Non-Profits lists the following as things which might be placed in such an agenda.

• Approval of board and committee minutes
• Correspondence requiring no action
• Committee and staff reports
• Updates or background reports provided for informational purposes only
• Appointments requiring board confirmation
• Approval of contracts that fall within the organization’s policy guidelines
• Final approval of proposals that have been thoroughly discussed previously, where the board is comfortable with the implications
• Confirmation of pro forma items or actions that need no discussion but are required by the bylaws
• Dates of future meetings

Best practice is that any questions board members have should be asked prior to the meeting so that they can be researched and addressed in advance. When the meeting starts, the chair asks if there are any parts that the board feels need to be removed from the agenda. If there are, those items are removed and then the meeting moves forward to approve the remaining items. The removed items are then addressed later in the meeting.

So if a board member has major corrections to the minutes or questions about something in the financials, they should make a request to have those things removed from the consent agenda. Once the agenda is approved, there is no backtracking to engage the board in discussion about those items such as whether the organization should be entering into a contract that was included in the consent agenda.

In my 2015 post, I linked to an article in which the author recounts his experience attending a meeting which used a consent agenda if you want a sense of what this looks like in practice.

The idea is that the first 5-10 minutes of a meeting are spent addressing the consent agenda and then the remaining time is used to address policy, governance, strategy, etc. It is much more time consuming to go around the room calling on each committee head only to have them report “no report,” or “we met last Tuesday and will have a report next meeting,” than to have that summarized on a sheet of paper you received 10 days before the meeting.

When the nominating committee is ready to propose new members or the governance committee has bylaw revisions to discuss, those topics should be addressed in the main of the meeting rather than listed in a consent agenda. The process isn’t meant to reduce transparency though it can be misused in that manner.

Perhaps the biggest impediment to successful use of this agenda is getting everyone to turn into their information far enough out that it can be assembled for review and then getting all the board members to read the materials in advance so that very little gets pulled out of the consent agenda.

It sounds like a lot of work, but avoiding the committee roll call with a 1-2 sentence report out and quickly getting to substantive discussion is worth the effort and keeps people engaged. While I have never been successful in getting any board I have been involved with, either as organizational staff or a member, to adopt a consent agenda, the times I have gotten “best meeting in a long time” compliments has been when we have been able to get past the reporting quickly and discuss past successes/impacts, exciting initiatives and involve the board in decision making that moved toward real progress.

Repeat Of Board Tensions In Chicago

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If you hadn’t caught the news in the last week, there is a major crisis at Victory Gardens Theater in Chicago which saw the mass resignation of their current cohort of resident artists. This is a seeming repeat of similar tensions in 2020 between the theater’s board and artists which also saw the mass resignation of artists.  Subsequently, the playwright of the show in production, cullud wattah, pulled the rights to the show which had been set to close July 17, leaving the theatre without any remaining programming.

The greatest detail about the conflict is laid out in a post by isaac gomez, one of the members of the erstwhile cohort. He discusses the suspension of the Artistic Director and resignation of the Acting Managing Director whose tensions with the board came to a head when they were shut out of conversations about a major financial purchase (apparently the purchase of an adjacent building) which the directors strenuously objected.

There was also the issue of a prolonged negotiation with the candidate for the executive director position which had been unoccupied for two years .  The artist cohort learned that their input into the selection was not welcomed when they were accidentally invited to a meeting. The executive director candidate, whose hiring the artists were urging, subsequently withdrew herself from consideration at some point in all the tensions.

Overburdened due to absent leadership and unfilled positions, many of the theatre’s staff left their positions as well, much of it on the upper management level.

While gomez’s account is certainly only one side of the story, he reflects regret about the situation noting that Victory Gardens has stood by their commitment to provide a degree of stability for creative artists unseen in the broader industry. However, by not living up to written commitments about providing access and transparency in decision making, gomez and colleagues feel that the board has been unable to move beyond the toxic cycle which caused similar issues two years ago.

Ushering Them Off With Great Fanfare

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I have read a fair number of articles about transitioning problematic board members off a board, but I have to credit Vu Le for laying out a relatively detailed process for accomplishing the task.  Le’s approach, which he terms the “Plaque and Sack,” requires essentially killing the board member with a ton of kindness.

I wouldn’t imagine it is 100% effective, but it is intended to help mitigate any negative repercussions that might result.  It is also meant to be used in extreme cases after much thought and consideration.

Basically, it involves identifying a high visibility event at which to honor the board member with an award for all they have contributed and accomplished, both with the organization and in the community.  The occasion should feel prestigious and significant and involve lionizing the honoree as a pillar, supported by a video montage of people likewise praising them as they retire from the board.

Le admits that perhaps the hardest part of the whole process might be swallowing anger and resentment while organizing the occasion.

9.Try to suppress your bitterness and resentment: I know it can be hard to watch someone get praised publicly when they have been terrible for the mission, but close your eyes to keep them from rolling, …

And that, my friends, is the art of the Plaque and Sack. Besides board members, it may work on difficult volunteers and donors. Again, do not deploy this lightly.

 

Maybe I Should Have Held Out For A House, Too

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For Purpose Law Group posted the second installment of their “Nonprofits: What Not To Do,” series yesterday. The first installment dealt with the infamous Indianapolis Museum of Art job posting for a director who would help the organization continue to serve its “core white audience,” along with some other questionable decisions organizations have made.

This most recent post deals with creating prudent safeguards in executive compensation practices. It put me in mind of Drew McManus’ annual Orchestra Compensation Reports series which examines compensation for concert masters, music directors and executives.

In the most recent posting by For Purpose, they discuss how the board of the Brooklyn Academy of Music (BAM) wanted their new executive director to live closer to the facility than Manhattan and so offered a housing bonus of $968,000 so she could purchase a home nearby. This being NYC real estate, the bonus only covered half the cost of the house, but it is still a pretty dang good down payment. Since there were no provisions made regarding the house or repayment of the bonus should the executive director resign or be fired, when she did leave the organization six years later, she retained the house.

While the previous executive director being with the organization for 36 years, 16 as executive director, may have created high expectations for the new exec’s longevity in the mind of the board members, For Purpose writes the board should considered that eventuality.

Not to mention that knowledge of such preferential arrangements can impact morale among other staff in the organization, something the pandemic only exacerbated at BAM:

This scrutiny has also arisen amidst the background of severe fiscal carnage due to the pandemic; BAM lost millions. It had to “cease live programming, lay off or furlough staff and dip into endowments.”

And there was staff grumbling all along. “To be in an all-staff meeting where we were hearing so much about capital projects and how grateful Katy was to be able to walk to work was very disheartening,” said a former education coordinator. “It made a lot of us question the austerity we saw in other parts of the institution.”

It is likely that CEO compensation practices in the commercial sector influenced the board of an organization based in a world financial capital. However, there are different standards and levels of scrutiny accorded to non-profit orgs. The For Purpose Law article lists a number of resources boards can use to establish compensation standards. If you have questions, pop over and take a look.