Monday, September 14, 2020

“Where Was the Board?” A Board Ambassador BHAG

Imagine if you magically received ten dollars every time you heard or read the question, “Where was the board?”
I’m guessing you’d have some serious money in your savings account.

When reporters, bloggers, podcasters, and even donors and staff, ask “Where was the board?”—it’s usually in response to an organizational, financial, moral, or leadership crisis. But “Where was the board” is the wrong question. It’s certainly not the first question.

The question often showcases a foundational lack in understanding the basic roles and responsibilities of the typical governing board. Where was the board? Likely the board was present—but asleep at the wheel. But don’t blame podcasters, bloggers, and reporters for creating inappropriate expectations of the board. You gotta blame the board!

Here’s my Big Holy Audacious Goal (BHAG) for educating America! Add a new responsibility to the typical board member job description: “Board Ambassador.” Maybe something like this:

“Here at XYZ Ministry, every board member is also a Board Ambassador. We’ll equip you to leverage your circle of influence—and every appropriate opportunity—to communicate the mission of our ministry and the important role of the board in guiding and guarding the future in God-honoring ways. (What the board does and does not do!) As Board Ambassador, you’ll also be educating, mentoring, and inspiring the next generation of board members!” 

When the board chair “deputizes” every new and veteran board member with the “Board Ambassador” title, at least five good things should happen. Ask these five questions NOW and you’ll hear fewer “Where was the board?” questions later, we pray.

#1. To prepare for this new role, every board member will dust off the organization’s mission, vision, and values statements (and memorize them)—and review them regularly. 
     • Question: “Is the board in alignment with what God is calling them to do?” (Resource)

 #2. The board member job description will be fresh and relevant—and include “owning” the strategy and strategic plan and include holding the CEO accountable for three to five annual SMART goals. 
     • Question: “What’s the role of the CEO and when does the board conduct and address the CEO’s annual performance review?” (Resource)

#3. The board chair will ensure that a Board Policies Manual (think “corral”) is in writing and referenced at most board meetings. 
     • Question: “Is the board confident that the CEO, the board, and the staff are living within the policy (operating inside the policy fences established by the board)? How do we know?” (Resource)

#4. Every board member will look for opportunities to be the organization’s ambassador for educating people in good governance practices. 
     • Question: “Does my spouse, my pastor, my business colleagues, and people in my circle of influence, understand the role of the governing board?” (Resource)

#5. Board meetings and agendas will be more focused on the role of the board in guarding and guiding—versus listening to non-stop staff reports that pull board members into the weeds. 
     • Question: “Is the board living out the 80/20 Rule: Investing 80 percent of board work on future ministry opportunities—not rehashing the past?” (Resource)

Imagine…if all board members of all Christ-centered organization boards in North America were equipped and passionate about elevating the importance of God-honoring governance! Board members would be better at their board jobs—and maybe it would activate a holy ripple effect of good governance and stellar ministry leadership.

Then…instead of bloggers, podcasters, and reporters asking, “Where was the board?”—they’d be asking, “How do I get recruited to that board?”

Start paying yourself ten dollars for every time someone asks you, “How do I get recruited to that board?”

BOARD DISCUSSION: Who will take the lead on creating a “Board Ambassador” culture on our board?

MORE RESOURCES: You’re a more effective mentor and influencer of others when you are competent yourself, so pick a resource below to help refresh your board’s passion and understanding of their important governance roles and responsibilities:
     • Index to 30 blogs: Called to Serve: Creating and Nurturing the Effective Volunteer Board, by Max De Pree
     • Best Board Books: Index to 18 Good Governance Stimulators
     • Index to Ram Charan’s 14 Questions for Board Members + 3 Next Steps
     • Index to 22 Time-Saving Governance Tools and Templates

Monday, August 24, 2020

Is Your Vision Stuck on One Strategy?

It’s highly likely, during these COVID-19 days, that your ministry’s mission and vision are being tested. Here are two book recommendations with insights on vision, mission, and strategy.

Is your vision statement or your mission statement stuck on just one strategy? Has COVID-19 decimated that strategy? In his 2020 book, The Vision Driven Leader: 10 Questions to Focus Your Efforts, Energize Your Team, and Scale Your Business, Michael Hyatt writes. “A practical vision is specific enough to suggest strategy, but not so specific it commits you to one particular strategy.” Are you stuck on a sacred cow-type strategy? 

Hyatt asks 10 questions about vision—and his book (read my review) dramatically changed my thinking about the importance of vision. I was a mission statement zealot. Vision was important, yes, but it’s the mission that gets you from Point A to Point B—or so I thought. The vision is focused on “what, not how,” says Hyatt. Both are important, of course, but maybe it’s time your board takes a second look at your foundational assumptions on vision, mission, strategy, and core values?

How would your board and CEO answer Hyatt’s 10 questions?
   1. Are You a Leader or a Manager?
   2. What Difference Does Vision Make?
   3. What Do You Want?
   4. Is It Clear?
   5. Does It Inspire?
   6. Is It Practical?
   7. Can You Sell It?
   8. How Should You Face Resistance?
   9. Is It Too Late?
 10. Are You Ready?

The author lists four characteristics of a vision that inspires: 
   1) The vision focuses on what isn’t, not what is.
   2) The vision is exponential, not incremental.
   3) The vision is risky, not stupid.
   4) The vision is focused on what, not how.

In April, when COVID-19 sent us dashing to our bunkers, I posted a Pop Quiz here, “Top-5 Ways to Bless Your Ministry.” The second suggestion was to “Help Our CEO Discern ‘The One Thing.’” I suggested you call or email your CEO with this insight and offer to have a conversation about his or her “ONE Thing:”

"What's the ONE Thing you can do this week
such that by doing it
everything else would be easier or unnecessary?"

Perhaps, for the board, your ONE Thing, now in August, is to read Hyatt’s important book—and revisit your vision. And while you’re delegating your reading, let me recommend that at least one person on your board also reads The Longview: Lasting Strategies for Rising Leaders, by Roger Parrott. (Read my review here.)

With in-the-trenches insights as president of Belhaven College and broad experience with evangelicals, Parrott’s chapter, “Planning Will Drain the Life from Your Ministry,” is an insightful counter-balance to much of the vision/mission rhetoric. His prophetic book in 2009 speaks into 2020 when he notes that both the optimistic and the pessimistic view of the future (which is unknowable) can create havoc. Of the latter, he writes, “…or you raise fears instead of funds by basing your plans on less rosy assumptions that reflect the uncertainties of tomorrow.”

Parrott’s final chapter is another must-read, “Catching the Wind of God.” He begins, “I am convinced one of the core problems of evangelical leaders is that too often we’ve stopped trying to catch the wind of God in our sails because we’ve become fairly effective at creating our own independent power to get God’s work done.”

BOARD DISCUSSION: So…who will read and report on these two books at our next Zoom board meeting?

MORE RESOURCES: Click here to read David Schmidt’s guest blog on Lesson 37, “Don’t Stretch Credulity With BHAGs and Stretch Goals. The actual achievement of audacious goals is very uncommon.” This is one of 40 color commentaries from the book, Lessons From the Nonprofit Boardroom. Schmidt writes, “Always—we must test motives and drivers when setting goals. Pride and fear can easily disguise themselves as bold leadership.” Click here to read the chapter online.

Tuesday, August 4, 2020

Index to Ram Charan’s 14 Questions + 3 Next Steps

Is Your Board Owning Up?

Over the last 14 weeks, I’ve highlighted the insights and wisdom from Ram Charan’s practical book for board members, Owning Up. While the book is written for corporate for-profit boards, nonprofit ministry board members will also find the book extremely insightful. During these COVID-19 months, I pray your board will be diligent and faithful in reflecting on and acting on these 14 questions.

And see below for a way to leverage these questions in the boardroom, at a board retreat, or even in a virtual board meeting using the “10 Minutes for Governance” exercise.

INDEX TO 14 BLOGS: Owning Up: The 14 Questions Every Board Member Needs to Ask, by Ram Charan (Order from Amazon)

Click on the links below to read the blogs for each of the 14 chapters in Owning Up:

[  ] Question 1: Is Our Board Composition Right for the Challenge?
[  ] Question 2: Are We Addressing the Risks That Could Send Our Company Over the Cliff?
[  ] Question 3: Are We Prepared to Do Our Job Well When a Crisis Erupts?
[  ] Question 4: Are We Well Prepared to Name Our Next CEO?
[  ] Question 5: Does Our Board Really Own the Company’s Strategy?
[  ] Question 6: How Can We Get the Information We Need to Govern Well?
[  ] Question 7: How Can Our Board Get CEO Compensation Right?
[  ] Question 8: Why Do We Need a Lead Director Anyway?
[  ] Question 9: Is Our Governance Committee Best of Breed?
[  ] Question 10: How Do We Get the Most Value Out of Our Limited Time?
[  ] Question 11: How Can Executive Sessions Help the Board Own Up?
[  ] Question 12: How Can Our Board Self-Evaluation Improve Our Functioning and Our Output?
[  ] Question 13: How Do We Stop From Micromanaging?
[  ] Question 14: How Prepared Are We to Work With Activist Shareholders and Their Proxies?
Here are three ideas for inspiring more lifelong learning with your board (and how to continue the learning from Owning Up):

IDEA #1: Appoint a “Leaders Are Readers Champion.” Click here to read the four-page chapter, Lesson 38, “Great Boards Delegate Their Reading” in Lessons From the Nonprofit Boardroom. Click here to read Kent Stroman’s blog on this lesson. He quotes the U.S. Navy Seals, “Under pressure you don't rise to the occasion, you sink to the level of your training. That's why we train so hard.”

IDEA #2: Ten Minutes for Governance. Many boards are featuring a “10 Minutes for Governance” segment at every board meeting—to keep lifelong governance learning on the front burner. Rotate the leadership among your board members and assign a relevant chapter for your next board meeting. The board member/facilitator can present five minutes of content and then ask the board (in groups of two or three) to discuss a key question for five minutes.

Click here to read the four-page chapter, Lesson 39, “Invest ‘10 Minutes for Governance’ in Every Board Meeting” in Lessons From the Nonprofit Boardroom. Click here to read guest blogger John Walling’s color commentary. He quotes Richard Kriegbaum: “Leadership is a complex field and no one resource can meet all the needs of every leader in every situation.”

IDEA #3: Board Retreat Worksheet. At your next board retreat, select five or six key chapters from Owning Up and assign board members to each question. Provide a “Read-and-Reflect Worksheet” template for Owning Up or another governance book of your choosing. 

Board retreat templates for six governance books are included in “Tool #13: Board Retreat Read-and-Reflect Worksheets” (one of 22 tools) in ECFA Tools and Templates for Effective Board Governance: Time-Saving Solutions for Your Board. To order the book, or to read more about this tool, click here for the blog post on Tool #13.

Bottom Line: Is your board “owning up” to its God-given responsibilities as stewards of your ministry?

Tuesday, July 28, 2020

QUESTION 14: How Prepared Are We to Work With Activists?

The $500,000 Restricted Gift, the Hospital, and the Jury

Ram Charan’s final chapter in Owning Up addresses the challenging issues faced by for-profit public companies. You’ll be tempted to skip this chapter (since nonprofit ministries do not have shareholders). 

But—your ministry does have stakeholders—so don’t miss the wisdom on how to communicate with any “activist” or social media eruption.

Charan writes, “Bloggers search through the footnotes of SEC filings. Seventy-eight-year-old women with no corporate leadership experience file shareholder proxies and end up interviewed on business channels.” 

Warning, he says: “Your performance as a board will increasingly be scrutinized, as much as the [organization’s] performance.”

QUESTION 14 of 14: How Prepared Are We to Work With Activist Shareholders and Their Proxies? Owning Up: The 14 Questions Every Board Member Needs to Ask, by Ram Charan (Order from Amazon)

Finally! We’re in the last chapter of this important book. (Watch for the index and summary in my next blog.) In this blog, I’m taking liberties with the for-profit topic—to address just one of many related topics for nonprofits. Let’s call them activist or dissatisfied donors.

In his powerful book, Trust: The Firm Foundation for Kingdom Fruitfulness, Dan Busby says that “We ignore perceptions at our peril.” His short chapter on “Perceptions” includes “Ten Major Issues Can Lead to Misperceptions.” (The list: compensation, fringe benefits, intellectual properties, family members paid by the ministry, related-party transactions, and five more.)

Is your board proactively discussing these 10 major issues—or will you be unprepared when a ministry issue (fake news or not) hits the fan and/or the internet? 

Busby quotes Harvey McKinnon:
“Donor loyalty is not about the donor being loyal to you; 
it is you being loyal to the donor.”

Being proactive means your board will have policies and practices that will give confidence to givers that restricted gifts will, in fact, be restricted for the specified use. In the absence of trust, “activist” stakeholders and donors can and will sound the alarm—often inappropriately.

Ram Charan’s chapter includes several examples of activists and he lists the affected companies, by name. Some handled the issues with wisdom—and a few didn’t. He gives “four pieces of advice” for boards when “activist investors come calling.” While no Scripture is cited, you’ll find Jesus’ principles in his recommendations.

Likewise, Busby includes an “activist” true story in Trust—and he adds the Scripture (2 Cor. 8:14-25) in the chapter, “Honoring Giver Intent.” He also shares the true story of a hospital in Oklahoma that received a $500,000 gift from Troyal G. Brooks in 2005. The giver’s intent was to honor his mother by naming a new facility after her. In 2008, the hospital reneged on the agreement and planned to use the funds for another project—so Brooks sued the hospital.

Busby writes, “…the agreement with the hospital was oral; therefore, the jury had to determine who was telling the truth. In 2012, a jury awarded Troyal the $500,000 gift back plus the maximum in punitive damages—$500,000.” He adds, “Troyal is better known as Troyal G. (Garth) Brooks. Ironically, the hospital is located on Garth Brooks Way.” Yikes!

Ram Charan writes, “Every shareholder matters.” Dan Busby would add, “Every giver matters—and trust is the firm foundation for Kingdom fruitfulness.” 

BOARDROOM DISCUSSION: Dan Busby quotes Max De Pree: “When things go awry, trust powers the generators until the problem is fixed.” Here’s an agenda item for your next meeting: “How Prepared Are We to Work With Activist or Dissatisfied Donors?”


• READ: Lesson 22, “Whopper Mistakes Can Unravel Your Ministry,” in More Lessons From the Nonprofit Boardroom. (Click here to read the four-page chapter.) See especially “Whopper Mistake #3: Failure to provide accountability for restricted gifts.” Click here to read Kecia Klob’s color commentary, including this from Max De Pree: “The first responsibility of a leader is to define reality.”

• READ: Lesson 31, “Where Two or Three Are Gathered on Social Media…” in More Lessons From the Nonprofit Boardroom. While this lesson is focused on conflicts of interest, it’s a timely reminder that you’re just one click away from a social media firestorm. (Click here to read the four-page chapter.) 

Tuesday, July 21, 2020

QUESTION 13: How Do We Stop From Micromanaging?

The WORST Thing to Happen to a Board!

We all agree—board members should not micromanage the ministry. But think more deeply about this. Ram Charan writes:

“The worst thing to happen to a board is when the CEO and the management team lose respect for the board.”

Don’t skip this chapter—because at the root of lost respect is often a micromanaging board! 

QUESTION 13 of 14: How Do We Stop From Micromanaging? Owning Up: The 14 Questions Every Board Member Needs to Ask, by Ram Charan (Order from Amazon)

“A common complaint among chief executives,” writes Charan, is that board members “get into the weeds, digging into operational details that have little strategic value.” The problem: one board member inappropriately weighs in on a tasty topic—others join in on the fun—“and for the rest of the meeting the discussion never lifts to a higher altitude.”

There are numerous solutions for mitigating micromanagers, but it takes a savvy board chair, a grace-giving CEO, and other board members with self-awareness and high EQ (read my review of Emotional Intelligence 2.0).

Charan delivers more than a dozen insights on addressing the micromanaging board member. I appreciated these four take-aways:

1. Pause the PowerPoint. Sometimes, management may contribute to the problem by “providing too many slides and unnecessary details.”

2. Ask Quality Questions. “Asking questions of an operating nature is not in itself micromanaging, as long as the questions lead to insights about issues like strategy, performance, major investment decisions, key personnel, the choice of goals, or risk assessment.” (I often recommend the book, The Coaching Habit, which lists seven types of questions, including “The AWE Question: And What Else?)

3. Hint With Humor. Ram Charan notes that not all board members are self-aware, so the board chair (or Lead Director on many for-profit boards) must step up to the plate. Example: When a board member “started badgering a company’s IT director about its systems, the board’s Lead Director stepped in and joked, ‘Hey (Joe), are you looking for a job in IT?’ The tone was collegial and humorous, but the director got the point.” (Click here to read how Rich Stearns addressed micromanaging board members at World Vision U.S.)

4. Monitor 12-Month Metrics. “It also helps when the board has agreed upon the twelve-month priorities, and is clear about the strategy and the milestones.” A dashboard “also helps board members stay on point.”

Boards expect CEOs to be excellent at delegation—but boards must also model a delegation culture. Healthy boards delegate to their CEOs. Unhealthy boards micromanage. “Delegation” is one of 30 short prayers in the little book by Richard Kriegbaum, Leadership Prayers. While every CEO should pray this prayer—this stunning and sobering prayer can also by prayed by board members:

“Help me to be clear about the distant goals and about who needs to do what to reach those goals. When I do this well, the spirit of the one to whom I delegate will respond with zeal. My own spirit will rejoice, and I will follow that person with confidence.

“By your grace, my leadership will either enhance or restrain the work of your Spirit in those who lead me, making them more effective or less effective. Those I chose to follow will have a profound impact on the results in the organization, and they will have a profound impact on me.”

Ram Charan writes: “The worst thing to happen to a board is when the CEO and the management team lose respect for the board.” Maybe the best thing to happen to a board is when the board selects the right CEO—and then trusts their CEO.

BOARDROOM DISCUSSION: Think back to the last time a board member was meandering into micromanagement mode. Did your board chair step up to the plate and address it appropriately? Are you ready for the next time it happens? 


• READ: Lesson 20, “Apply for a Staff Position and You Can Deal With That Issue! Help board members not to cross the line into operational details,” in Lessons From the Nonprofit Boardroom. (Click here to read the four-page chapter.) In his color commentary on this lesson, Richard Stearns writes, “Your board likely comprises professionals at the top of their fields, so it’s natural that they’re curious and opinionated about details in their realm of expertise. But just because they can wade into operational minutiae doesn’t mean they should. That’s not what a board of directors is designed to do.” (Click here to read the blog.)

• TOOL: Need a dashboard template for tracking CEO annual goals? Check out “Tool #11: Monthly Dashboard Report” in ECFA Tools and Templates for Effective Board Governance: Time-Saving Solutions for Your Board. (Read more here.)

Tuesday, July 14, 2020

QUESTION 12: How Can Our Board Self-Evaluation Improve Our Functioning and Our Output?

“The Acid Test of Effective Corporate Governance”

A board member, clearly proud that he had invested 250 hours on board work the previous year, told Ram Charan, “We put in a lot of hard work.”

But Charan, wisely, pushed past the rhetoric and non-measurable metrics—and instead—threw him this zinger: “Let me ask you something. What would you say are the one or two things your board did that really made a difference for the [organization]?”

You guessed it. The board member “…took a long pause and looked up at the ceiling. He seemed lost in thought, like he was struggling to come up with a concrete answer. As I waited for him to respond, I realized that he probably had never thought about his board work in that way.”

QUESTION 12 of 14: How Can Our Board Self-Evaluation Improve Our Functioning and Our Output? Owning Up: The 14 Questions Every Board Member Needs to Ask, by Ram Charan (Order from Amazon)

Board members “should not confuse hard work, as commendable as it is, with meaningful results,” writes Ram Charan. That insight is just on the first of 14 wisdom-packed pages in Chapter 12 on the critical need for boards to conduct self-evaluations.

Charan adds, “The board’s output—the quality of the decisions it makes and actions it takes—is the acid test of effective corporate governance.”

Don’t confuse inputs (meeting frequency, meeting length, etc.) with outputs. Boards should “explicitly state that the central purpose of their board self-evaluation process is to continuously improve their ability to govern effectively.”

Peter Drucker agrees: 
“Self-assessment can and should convert good intentions and knowledge into effective action—not next year but tomorrow morning.”

The Drucker quote is from the robust 30-page resource, “Tool #5: The Board’s Annual Self-Assessment Survey,” in ECFA Tools and Templates for Effective Board Governance: Time-Saving Solutions for Your Board. According to ECFA’s research (see page 32), 31% of board members said YES to this question: “In the last two years, have you had an outside person help your board look in the mirror to do self-assessment for how it could improve?”

Tool #5 gives you multiple options in three major sections:
• Section 1: Do-It-Yourself
• Section 2: Facilitated by a Consultant or Board Coach
• Section 3: Template: “Best Governance Practices” Survey

If you opt for the Do-It-Yourself approach, Tool #5 gives you seven options, including this free assessment from ECFA:

CLICK HERE to complete the NonprofitBoardScore™, a tool developed by ECFA. The online survey will give you instant feedback and allow you to re-take the evaluation over and over (perhaps every six months or at least annually). Email the link to everyone on your board—and encourage each board member to save and print the results for discussion (and action!) at your next board meeting. 

READY FOR CANDOR? If you have a healthy board—competent in Governance 101 practices—and you’re ready for a challenge, ask your Governance Committee (or Executive Committee) to consider peer evaluations at least once a year. Very common in for-profit governance, peer evaluations are very uncommon within nonprofit ministry boards. Read Ram Charan’s suggestions in Chapter 12 first—and then discern if your board is ready to go deeper.

According to the Harvard Business Review article, “What Makes Great Boards Great,” by Jeffrey A. Sonnenfeld, it is the soft side of board governance that distinguishes high quality boards from the rest of the governance rat race. He labels it a “virtuous cycle of respect, trust and candor”—but, he warns, even that can be broken at any point. For your first peer review, perhaps ask a board coach to help you set the guardrails.

To paraphrase Proverbs 9:7, “Teach a wise board member, and he or she will be the wiser; teach a good board member, and he or she will learn more.” 

BOARDROOM DISCUSSION: What do we want to learn from our next board self-evaluation? Ram Charan writes that board members “should not confuse hard work, as commendable as it is, with meaningful results.” What are the one or two things our board has done in the last six months that has really made a difference for the ministry?


• READ: Lesson 1, “Wanted: Lifelong Learners. Would you trust a surgeon who stopped learning?” in Lessons From the Nonprofit Boardroom. (Click here to read the four-page chapter.) In his color commentary on this lesson, Ralph E. Enlow, Jr., writes, “I find that the fatal combination of passivity and agenda clutter conspires to crowd out efforts to walk the talk of continuous board development.” (Read the blog.)

• TOOL: With 30 pages and more than a dozen self-assessment options, check out “Tool #5: The Board’s Annual Self-Assessment Survey,” in ECFA Tools and Templates for Effective Board Governance: Time-Saving Solutions for Your Board. (Read more here.)

Tuesday, July 7, 2020

QUESTION 11: How Can Executive Sessions Help the Board Own Up?

Spoken Words and Unspoken Thoughts

Are you familiar with “Kim’s Rule of Committees?” It’s in the witty book by Arthur Bloch, Murphy’s Law Book Three: Wrong Reasons Why Things Go More!

“If an hour has been spent amending a sentence, 
someone will move to delete the paragraph.”

I’ve often shared my “Murphy’s Law” with CEOs (waiting anxiously outside the boardroom during an executive session): 

“There is no relationship between the actual length of an executive session and the substance of the governance work actually accomplished in that session.” 

QUESTION 11 of 14: How Can Executive Sessions Help the Board Own Up? Owning Up: The 14 Questions Every Board Member Needs to Ask, by Ram Charan (Order from Amazon)

While Ram Charan calls the executive session “the single most important innovation in corporate governance to date,” this closed door meeting of the board—without the CEO or staff in the room—is a delicate dance.

And caution! If your board chair is inexperienced or inept at leading an executive session, prepare for the worst. Your organization would never thrust a staff member into a critical role without coaching or mentoring (or at the least—reading something!)—yet boards venture into executive sessions often inappropriately prepared.

So…here are two resources. First, read Chapter 11 in Owning Up and be forewarned: “…if executive sessions are not run well, they can undermine trust and clog the flow of information and ideas, which makes it harder for the board to do its job.” Charan weighs in on the best time for executive sessions (he prefers before a board meeting), why the CEO should be in the room at the beginning of the session, and how to “loop in” the CEO after the executive session. 

My guess—this might be the first time you’ve read 11 pages on effective executive sessions—the good, the bad, and the ugly.

Second, read Lesson 17, “Botched Executive Sessions Are Not Pretty,” in More Lessons From the Nonprofit Boardroom, by Dan Busby and yours truly. (Click here to read the six-page chapter.) We recommend seven principles:

PRINCIPLE 1: An executive session without the CEO should never include issues that are of a non-sensitive nature. 

PRINCIPLE 2: A board should always meet in executive session in at least two situations: (1) when considering the CEO’s periodic review, and (2) when reviewing the CEO’s compensation. 

PRINCIPLE 3: Board meetings should rarely be conducted unless the CEO is included in the meeting. 

PRINCIPLE 4: The CEO should generally be present at the beginning of an executive session. 

PRINCIPLE 5: Following an executive session, the gist of the discussion should be communicated to the CEO in a constructive manner. 

PRINCIPLE 6: During the executive session, not every comment made by every board member will necessarily be appropriate or substantive. 

PRINCIPLE 7: If feedback to the CEO is not provided right after the session, it should be conveyed within a day or two so that the discussion is fresh in the minds of board members sharing the report. 

When the board chair (and perhaps another board member joining him or her) communicates the important content of the executive session to the CEO, they should remember John Carver’s wisdom, “The board speaks with one voice, or not at all.” Under no circumstances should comments or feedback from an executive session be attributed to individual board members. Anonymity is of utmost importance.

In addition to these two resources, we pray that it comes naturally to your mind and heart to add a third resource—God’s Word. Perhaps you’ll begin your next executive session with Psalm 19:14 (TLB): “May my spoken words and unspoken thoughts be pleasing even to you, O Lord my Rock and my Redeemer.” 

BOARDROOM DISCUSSION: “Just as the board needs an agenda, an executive session needs an agenda.” What should be on the agenda for our next executive session? When should we meet—before or after the regular board meeting?

• READ: Lesson 17, “Botched Executive Sessions Are Not Pretty,” in More Lessons From the Nonprofit Boardroom, by Dan Busby and John Pearson. (Click here to read the six-page chapter.) Click here to read Philip Boom’s color commentary on this lesson.