Tune-up your meetings

Periodic analysis is necessary to ensure that cooperative
board meetings are efficient, effective and productive

Jim Wadsworth,
Program Leader
Education and Member Relations
USDA Rural Development

Editor’s note: For more on this and related
topics, see Cooperative Information Report
58, “Assessing Performance and Needs of
Cooperative Boards of Directors,” on-line at:
www.rurdev.usda.gov/rd/pubs/#rbs , or email
james.wadsworth@usda.gov to request a
hard copy or with questions.

hallenging business times always place boards of directors under increased pressure to perform well, but the current operating environment is especially tough. More than ever, cooperative directors must have a solid grasp on their fiduciary and other major responsibilities. These were outlined well by USDA’s James Baarda in a recent series of articles in this magazine (see July/August 2002 and subsequent issues), in which he describes the circle of responsibilities of directors, the high standards they are held to and the unique challenges they face given today’s circumstances.

It is vitally important for members and directors to read these kinds of articles or attend workshops that cover such material. Equally important is how directors work together as a group in board meetings. It is critical that board meetings be conducted correctly. To do so, directors need to take a collective look at how well the board operates during its meetings its efficiency, effectiveness and productivity.

Well-planned and conducted meetings make the most efficient use of time in accomplishing necessary tasks. Most directors of cooperatives can ill afford to waste time in board meetings when they also have other important responsibilities on their own operations.

Assessing board meeting productivity from time to time is an imperative. One way to assess the productivity of board meetings is through an assessment exercise. To do this correctly, each director should complete a board meeting assessment by answering a number of questions about the board’s meetings.

The idea is to gain a consensus about weak areas that need improvement. The manager may also participate in such an exercise. The manager plays an active part during board meetings and may identify problem areas overlooked by directors.

Areas to assess
A number of important areas should be assessed, including: use of an agenda, procedural conduct, use of review materials, committee reporting, use of board meeting minutes and discussion participation. To gain a clear picture on how well the board performs in these areas, directors (and possibly the manager) should examine a number of functions. This article provides a list of 21 statements that could be included in a review. A board may decide to include other statements as well.

Each item should be carefully considered by directors, who should make one of three responses: 1) no improvement is needed; 2) uncertain, could be better; or 3) improvement is a must. Evaluating the statements on an individual basis is the first part of assessment.

Following evaluation, directors should discuss the statements that got a response of “uncertain” or “improvement is a must” by one or more directors. The discussion should center on ways to improve that area if it is declared to be a significant problem. Another option is for the board to use a special committee to consolidate the assessments and provide a report to the full board prior to the discussion. Some functions to assess:

The meeting agenda and required review materials (management reports, committee reports, financial reports, other materials, etc.) are sent to directors prior to the meeting to provide ample time for review (at least seven days ahead of the meeting).
Major topics, items for discussion and timing of such issues are organized and identified on the agenda.
Meeting conditions are adequate comfortable seating and room temperature and adequate lighting so all directors can make eye contact with each other).
All directors are prepared for the meeting (they review the required prepared materials ahead of time).
The chairperson opens and adjourns the meeting promptly at the scheduled times.
The chairperson keeps the meeting moving according to the agenda and in accordance with correct parliamentary procedure, given cooperative policies.
Agenda changes are discussed and approved by the board.
Enough time is allowed for discussion and action of each agenda item.
The chairman guides the discussion, encourages comment from all directors and keeps the discussion focused on the topic.
Just before adjournment, a summary of the business conducted is reviewed.
Clear and concise board meeting minutes of each meeting are prepared, presented and accepted or modified according to board policy.
Cooperative employees and staff are occasionally invited to the meeting by the general manager to provide technical support.
Committees report to the board at appropriate times.
Chairperson allows for questions from committee members.
The board has an “open door” policy for regular meetings. Any member may attend (except when the board is in executive session).
Attendance is taken at meetings (every director should attend at least 90 percent of scheduled board meetings).
Chairperson is informed in advance when directors plan to be absent from a regularly scheduled meeting.
Each director participates and contributes to discussions during board meetings; a minority of directors does not control most discussion.
Directors are courteous toward each other, management and guests.
During long meetings, breaks are used to avoid disruptions in procedure.
Time is scheduled for a board executive session, if required.

For the most part, these statements will provide a fairly good assessment of how well the board operates as a group and help to identify problem areas needing improvement. Such an assessment needs to be conducted on a specific schedule because board membership and officer makeup periodically changes. What worked well with one board might not fit another. Evaluation should be conducted at least annually and results compared to previous assessments to measure progress.

This same process could be followed for board committees.

Other important areas to examine
Other aspects of board meetings can be measured. At a time when membership in many cooperatives is decreasing along with the drop in the number of producers, cooperative boards must take extreme care to ensure that their member constituents are being adequately and properly represented at board meetings.

Directors, at times, tend to become absorbed with the interrelationships of the board itself and with day-to-day management issues. If not checked, this can result in a loss of member representation at board meetings.

Directors need to take a step back once in a while and ask themselves: how well are they representing their constituent members? Are they wrestling with difficult issues and making tough decisions?

Some functions to assess include making sure that:

directors adequately voice the concerns of their constituents on distinct issues or problems;
full and open discussions take place about how constituents’ views may differ from the board’s, or about how the needs and views of one group of members may vary from another group;
constituents have trust in the way the board is representing them and properly conducts board meetings.

Some cooperative boards follow parliamentary procedures, such as Robert’s Rules of Order. If so, the board should assess how well the individual steps of the procedures are carried out by the board chair and followed by members. This means going beyond the assessment of function 6 and getting more into the details of the procedural methodology.

A board that attempts to follow a standard procedure, but deviates from it on a regular basis may be less productive than it would be if it didn’t try to follow the procedure. Boards following specific procedures should periodically assess the steps of the method it’s using to conduct its affairs.

Excessive debate over some issues can bog down board meetings. Sometimes a director cannot let an issue go even after it seems to have been settled or, at least, tabled. Such action can severely interfere with conducting the rest of the board meeting. If this happens on a regular basis, the cooperative will ultimately suffer from the board’s slower decision-making on other issues. If this occurs regularly, assess why and take steps to alleviate the adverse behavior.

Tailor topics to your co-op
The suggestions in this article will not provide assessment tools needed by each and every cooperative board. The intent is to remind cooperative directors of the importance of having productive and effective meetings.

Directors should devise a listing of functions that address the specific needs of their cooperative and their board meeting practices. Then, periodically assess how well the board is operating as a unit.

Not only must today’s cooperative directors be well trained and extremely knowledgeable about their cooperative’s industry and a multitude of business practices, but they must also be able to meet and work together to jointly conduct the cooperative’s business as efficiently as possible. In an increasingly competitive operating environment, correct and quick cooperative board decisions must be the order of the day.

May/June Table of Contents