Agendas are an important tool for planning and implementing efficient and effective Board work and they take different forms when applied to different time scopes—Monthly Agendas, Annual Planning Calendar, or even a multi-year Board Workplan.

Why are agendas important?CBLD-logo-300x300trans

  • Board time is limited and agendas should reflect the Board’s job and priorities
  • Agendas reflect forethought and the intentionality of our work
  • Agendas help the board establish areas of study/focus and their desired outcomes and attend to them through thinking and discourse that is focused on organizational accomplishment (Ends)

 

Monthly Agendas are the agendas we are most familiar with. They help us have productive and efficient meetings by ensuring that higher priority and time-sensitive items are completed when needed and when board energy and attention are best. Monthly Agendas are a detailed subset of the Annual Planning Calendar, which addresses issues at appropriate times and balances workload over the course of year. This ensures that all of the board’s work is accounted for in its governance cycle. The Annual Planning Calendar reflects the Board Workplan, which is a multi-year big-picture view of the Board’s work. The Board Workplan addresses the desired outcome of the existence of the organization. It outlines the things the Board can do to gain the wisdom and knowledge that will help achieve that outcome, including perpetuation and growth of governance excellence and board education.

 

Who should plan the agenda?

Annual Planning Calendar is created by the whole board, possibly at a Board retreat

Monthly Agendas are created by the Board chair, who may get input from the whole board (or a sub-set, such as other officers/executive committee) or the GM


What makes a good agenda?
Annual Planning Calendar is drawn from the Board Workplan, is focused on long-term goals, and reinforces:

  • Work is timely
    • Monitor when data is current, e.g. financial reports closest to close of quarters
    • GM evaluation completed as soon as all data is gathered
  • Workload is balanced for both GM and Board (and across directors)
    • Recognize factors that will affect time and energy available
      • balance operationally busy and easier times with lighter/heavier reporting requirements (some reports take much more effort than others)
      • balance board meeting preparation time with commitments outside of meetings – annual meeting, member-owner engagement events, retreat, CCMA, trainings (e.g. CBL101)
    • Realize your board may not be as efficient just after you have seated new directors (and that’s OK!)
    • Account for shorter/fewer meetings during summer/holidays, if appropriate
  • Work is planned with plenty of lead time
    • Board perpetuation (recruitment, election, orientation)
    • Annual meeting
    • Board budget and GM compensation are completed prior to or in conjunction with GM’s operational budget planning

Monthly Agenda is drawn from the Annual Planning Calendar, is focused on annual goals, and reinforces:

  • Work is intentional
    • Priorities are set
    • Appropriate time for each topic is allotted
    • Action required is clear (approve minutes, accept reports, decide on a proposal, study/discuss a topic, etc.)

 

What should be on an agenda?

Annual Planning Calendar (see template)

  • Strategic Leadership
    • Member-Owner Engagement, including Annual Meeting and other events and communication
    • Study and/or Engagement – this is big picture stuff and should be part of the multi-year Board Workplan
    • Policy development
  • Board Business
  • Accountability/Oversight

Monthly Agenda (see template)

  • Administration
    • Call to order & attendance
    • Check-in and Agenda review – are we prepared to act on everything before us?
  • Decisions (discuss/modify as needed, then decide)
    • Minutes of last meeting: Approve
    • Monitoring Reports: Accept or Don’t Accept
    • Required Approvals (aka Consent Agenda): Approve
      • In some instances, outside entities (i.e. state law, local statute, bylaws) require that a Board formally approve something that they have properly delegated to the GM. In these cases, the GM provides the background information and the Board can “rubberstamp” these items without shirking their fiduciary responsibility or violating the legal requirements placed on them and without taking up any of their precious agenda time.
  • Decisions not delegated to management
  • Annual Plan Work: Study/Learn/Discuss

Effective Boards in typical conditions ought to spend half their time at the majority of their meetings on study and engagement, strategic thinking, and board education topics.

    • Strategic Thinking and Board Development
      • Discuss a relevant book that everyone has read, watch a documentary and discuss it, have an expert speaker or panel present pertinent info, etc.
    • Member-Owner Engagement topics
    • Policy creation or revision

Boards may choose to establish committees to aid the board in its work. If a committee has gathered info to share/discuss and/or has a proposal to present, it may do so here.

  • Self-evaluation
  • Executive Session
  • Monitor Board process at every meeting
    • Having a worksheet with specific questions helps this be focused, consistent, and efficient
    • If Board policies are not monitored with formal monitoring reports, additional time may be needed to ensure adherence to policies and ongoing governance excellence
  • Adjourn
  • Non-meeting stuff (after meeting, during breaks or during pre-meeting dinner)
    • Incidental info from GM
    • Build teamwork/socialize with other directors

 

What should not be on a Monthly Agenda?

  • Anything that is not the Board’s job.
    • Incidental, background reports often provide seductive interesting details that ultimately have nothing to do with the Board’s governance of the organization. These can be sent out as “FYI reports” from the GM or discussed casually during social time outside the meeting.
    • Similarly, review of delegated management decisions and actions are most likely meaningless and reactionary. Effective Boards honor the point of delegation and are proactive in their own work.
    • Most “approvals” (such as budget approval) muddy lines of delegation, ownership and accountability and hinder the organization’s ability to be agile. Remember, if the Board approves something, they now own it. The Board approves minutes but these are already owned by the Board.
  • Anything the Board is not adequately prepared to act on
    • All background information for agenda items should be distributed in a meeting packet with sufficient time for all directors to review the item, and be prepared to act or ask any needed questions.
    • Check in with the Board at the beginning of the meeting and review the current agenda. If the majority of the Board is not prepared for an item, the item is tabled. Directors abstain from items for which they are unprepared. Efficient and effective Boards are prepared and do not spend meeting time reading reports.
    • Most or all reports should be delivered in writing with the packet, rather than presented orally. Board time can be spent answering questions and clarifying after directors have had time to digest the information. Oral reports tend to be longer and less focused; written reports will typically be more concise and can refer to additional sources for those wanting to dig deeper, without requiring that the entire Board explore details that may not concern them.
    • Ideas that occur to directors “in the moment” may be brilliant, but unless they concern issues with immediacy consistent with things that are literally on fire, they should be put in “the parking lot” and considered for future meetings.

Questions for discussion:

  • What is our long-term multi-year vision (Board Workplan) to guide our work?
  • How does our annual planning calendar connect to our Board Workplan?
    • When do we update our annual planning calendar? How and when do we check that we are on-track?
  • How much forethought do we put into our work?
  • How do our agendas and annual calendars differ from the advice in this field guide?
  • We are not suggesting this is a perfect and complete guide for every Board, but places of deviation might be good starting points for discussion about how you plan your work. Please let us know if you’ve got some ideas for improving this guide!

 

Resources:

A Recipe for Good Board Meetings Michael Healy. Cooperative Grocer. #146, January – February 2010

Carver, John. Boards That Make A Difference. Jossey-Bass; (various editions): Chapter 9 Making Meetings Work.

 

Policy Governance® is the registered service mark of John Carver.

The authoritative website for the Policy Governance model can be found at www.CarverGovernance.com

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CBLD Field Guide - Agenda Planning
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