Before You Say Yes .... Doreen Pendgracs

knowledge in trust and confidence until instructed to release it to the public, your constituents, or even someone as trusted (to you) as your spouse.

      This can be very difficult. When you are on a board of directors, many people will come to you asking for information about what has been discussed at a meeting. You may have known them a long time. You may feel you can trust them. They will be very persuasive, and promise not to share the information with anyone else. But remember: now that you are a director, your first allegiance is to the board. Don’t let yourself feel pressured into acting improperly or without careful thought.

      To help you to prepare for such enquiries, before you leave a board meeting be sure that you clearly understand what information can be released if asked, when it can be released, and to whom.

Using Tip Sheets

      On one board I belonged to, the issues were so complex that the organization prepared “tip sheets” for its directors. These useful documents provided directors with clear and correct information — accessible at their fingertips — so that answers given by the various board members to the inevitable questions were all accurate and along the same wavelength. This was extremely helpful, and a practice I would recommend to any board dealing with complex or sensitive issues.

      Maureen Cavan, executive director of Access Copyright, leads the progressive organization I am speaking of, and has been responsible for introducing many positive changes that have helped to streamline the collective, resulting in a more effective board for her to work with.

      “Clear speaking notes defining facts and reasoning for decisions taken by the board of directors are an invaluable tool for board members in maintaining open communications with the community they represent,” says Cavan. “They ensure that all members of the community receive the same clear messages and they provide board members with the confidence to clearly present positions and answer questions.”

      Some people may feel that providing directors with speaking notes is a form of filtering or influencing what is being said. In some cases this may be true, but when you are dealing with complex issues that can be easily misunderstood, it is my opinion that providing directors with clear, comprehensive information only makes the directors, and ultimately the organization, stronger and more effective.

      As directors, we generally take quickly written brief notes at meetings, but are they written in the same language (with the same tone and accuracy) as what might be written by informed staff following a long and intense meeting? Not likely.

      Having expertly prepared notes or an executive summary distributed to all directors at, or immediately following, a meeting will eliminate uncertainty and the dissemination of inaccurate or inappropriate information. It will still enable you to put your own personal spin on the information — as long as you don’t distort the facts.

      The digital world has made it so easy for any organization to quickly forward an electronic document to all directors following a meeting. If this is done, there can be no excuse for directors to complain about insufficient time or information necessary to provide feedback or a report to their constituents following the meeting, as most of the work has already in effect been done for them!

What Are Your Rights?

      We’ve now learned about the responsibilities of board members. But what are your rights as a director?

      

A director has the right to full and proper training in addition to a copy of the board manual containing constitution and bylaws, etc. This topic is covered in more detail in chapter 4.

      

A director has the right to full disclosure. Before you are asked to vote on an issue, make sure you have all the facts so that you can make an informed and enlightened decision. Occasionally, staff may be busy with other tasks or not see the importance of your request. Make it clear that you need the information (and by when), but be polite and considerate in your actions.

      

A director has the right to a safe and secure environment in which to conduct meetings. If you feel the location of board meetings or board accommodations is unsafe or undesirable, let the rest of the board and the key staff members know how you feel. Ask that an appropriate alternative location be considered. Be reasonable in your request and in considering the alternatives.

      

A director has the right to insist that improvements be made to the premises to correct unsafe conditions. If you notice that a railing is broken or missing, insist that it be fixed. If you notice that a slip and fall situation repeatedly exists at the premises of the association, insist that it be remedied, as directors may be held personally liable in the case of a lawsuit.

      

A director has the right to insist the organization engage outside help if the board or staff does not possess the time or expertise to address a certain issue or task. The use of external experts is quite common. Boards often hire lawyers, accountants, bookkeepers, tax professionals, and other experts to help them more efficiently and effectively deal with a situation.

      

A director has the right to insist that the organization carry sufficient general liability and directors and officer insurance to ensure that the organization and its directors are indemnified against risk. (See more on this topic in chapter 5.)