Rules of engagement for board and staff

The worry in the president’s voice was palpable as he described his board’s move to a committee structure. Having grown from 8 to 11 members, the board was beyond functioning as a committee of the whole. However, horror stories about leaders done in by blabbing staff and board committees gone rogue had made the president a skeptic.

“I know committees can enhance the boards effectiveness, but I’m afraid the possible downsides of increased board/staff interaction will out-weigh the good,” he said. “How do we make it work?”

group_chat_interaction_9894My response to the concerned CEO was that three-fold. I suggested that as a safeguard against potential problems, the board should:

  • Develop protocols for how board members and staff liaisons to board committees will work together.
  • Orient board and staff to the protocols (with annual reminders).
  • Address immediately a breach in the protocol.

Along with the three points, I provided him with the following


For board members

Board members need to understand that staff liaisons don’t work for them but rather, are there to facilitate the work for which the committee is responsible. Committee members, including the chair, should not:

  • give the staff member assignments or ask the staff person to take on extra work without the consent of the CEO.
  • ask staff to provide the committee with information about administrative matters without consent of the CEO.
  • expect staff to act as the committee’s eyes and ears to day-to-day functioning of the organization, or worse, to be the committee’s “mole.”
  • contact the staff liaison between meetings without first checking with the committee chair and/or the CEO.

For staff

It can be a heady experience for staff who’ve been largely isolated from the board to suddenly be part of insider deliberations through participation on a board committee. As a result, staff may overstep their bounds, not maliciously but simply because they do not understand the rules of engagement. Staff need to know that:

  • being assigned as support to a board committee does not mean they are members of the committee. While their voices are welcome, they do not have a vote. Their role is to support the best functioning of the committee.
  • discussions are confidential. Nothing a staff person learns through participation in a board committee can be shared with co-workers, unless the board chair gives permission.
  • contact between meetings should be limited to the committee chair, unless advised otherwise.
  • special assignments, requests for information beyond the usual scope of the committee, or inquiries about the performance of co-workers and/or the effectiveness of programs (mole-like activities) should be reported to the CEO immediately.

Human nature being what it is, all the protocols in the world won’t wipe all horror stories from boardroom lore. But follow and develop the steps suggested here and you should tell more happy tales than sad.

JOIN THE CONVERSATION: What should be added to the rules of engagement listed above?

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