Investing in People, Processes & Performance

by | Aug 18, 2020 | Human Resources, Leadership, Organizational Development, Productivity

Our Thoughts on Cultivating a Productive Team

Every organization has challenges that need to be addressed in order to be successful, yet some should take priority over others. Just like when building a house, a solid foundation must be laid first to ensure all other critical components fall into place. This blog aims to map out how embracing the challenges that come with the people in your organization, the processes put in place, and setting goals on individual and corporate performance can lay a foundation for a fruitful future.

People

Three key aspects of cultivating a productive team are assessing, designing, and securing the work plans that suit each individual. Assessing aptitudes one by one provides a framework of what management must work with, and what each individual is best suited for. With this information, designing job roles and tasks that accommodate these competencies gives greater potential for success. Finally, securing these work plans appeases employees, lending to more fulfilled and prolific positions. Giving staff the support they need to do their best possible job starts with embracing their most valuable attributes and making that a highlight of their role. Below are some key questions that aid in the facilitation of effective assessments:

On a scale of 1 to 5, how often do you spontaneously take charge or are appointed by others as a leader?

On a scale of 1 to 5, how capable are you at coming up with a creative solution in the event of problems arising?

On a scale of 1 to 5, how capable are you at coming up with ten uses for a simple object?

Processes

Once the people in an organization have been given tailored work-plans, processes being put into place will provide a structure that is reliable and efficient. These systems that should be created include keeping a chain of command in place, setting attainable deadlines and benchmarks, and encouraging personal development and growth through continued education courses and events (for and not for CEUs). It is key to stress that processes that are micromanaged are counterproductive to the functioning of the systems put into place, for it undermines the integrity of the individual and their work-plan. If confidence is not entrusted in the individual and their ability, then the processes will not be as effective. An example of some ideas that can be included in a tailored work-plan are:

  • Maintain weekly onboarding and ongoing training to encourage a culture of engagement, self-improvement, and self-evaluation.
  • Create a roadmap for each employees’ career goals and interests, developing a timeline and priorities that lead to success.
  • Set quantitative performance metrics to drive performance and hold employees accountable. These can be organized into a performance scorecard that outlines performance expectations and any associated short-term incentive (i.e. bonus) payouts for achieving those levels of performance. This can help in better motivating and incenting the desired behaviors and outcomes from employees on an annual basis.

Performance

In order to receive optimal performance from each individual, open communication and trust must be established between all levels in an organization. Without this, issues will not be effectively addressed, and overall performance could be hindered. Positive reinforcement is another driver of performance, for it rewards the desired actions of an individual, rather than focusing on less desirable actions. By emphasizing the preferred actions and attitude of an employee, it encourages similar behavior in the future. Some other example of drivers of performance include:

  • Publicly praising – save the constrictive criticism/corrections for a one-on-one meeting.
  • Setting of clear expectations – this can be done through tailored workplans, as described above.
  • Allow for two-way feedback between all levels in an organization – we have room for improvement and can learn from one another. At a minimum, you should be meeting three times per year. Once at the beginning of the year to finalize performance expectations, a second time midway through the year to discuss progress against performance expectations and a third time at the end of the year to discuss performance against expectations as well as what went right and what went wrong during the year. This end of year meeting can also aid in determining appropriate performance expectations for the upcoming year and communicate what improvements are needed moving forward as part of a continuous improvement process.

Closing Thoughts

People, processes, and performance are inevitable challenges professionals are faced with that are worth investing in because they lay the groundwork for a profitable and productive future, on both a corporate and individual level. By embracing these challenges, you can assist your organization in creating an environment that is well suited for success.

Four Tips to Create a Board of Directors

by | Oct 28, 2019 | Board Dynamics, Leadership, Organizational Development

A Proactive Approach to Establishing a Board

Idea. Check. Funding. Check. Business Plan. Check. Board of Directors? The beginning of any journey, especially in business, starts with an idea. Once that idea has been cultivated and a plan is in place, then comes funding, the board of directors, employees, office space, etc. It’s a misconception to leave the creation of the board of directors as one of the last to-do items. Whether you’re a big or small organization it helps to be proactive when it comes to forming the group of individuals who help to manage the activities of your business (i.e. your board). This board can be elected or appointed, and they are tasked with maximizing overall organizational value, while simultaneously protecting the interests of any key stakeholders.

When it comes to creating your board, you must keep in mind that not all boards (and their individual board members’ roles) are created equal. Such a sentiment is illustrated in the varying roles for the differing types of organizations. For-profit organizations have different goals than nonprofit organizations. For-profit organizations are typically more concerned about preserving the interests of any stakeholder, whereas nonprofits historically focus on raising awareness, while simultaneously raising funds.

Organizations might leave the board creation to the last minute because they believe that they are too small to need a board, or it’s not as important as other to-do items. While that might be deemed a pretty logical outlook, it’s not necessarily the legal outlook. If you are a corporation, you’re required to establish your board of directors right away. That said, your board doesn’t need to comprise of 10 to 15 executives or the most qualified leaders in your space, it can be a board of 1 to 3, depending on your state regulations. Being regulated at the state level also means that there is no standard set of rules that must be followed when creating your board of directors.

Even though there is no standard set of rules for creating your board, there are four basic tips that you should follow when architecting your board of directors.

  1. Documentation
  2. Bylaw Creation
  3. Identify Key Stakeholders (Shareholders) and Schedule Meetings
  4. Follow Board Meeting Best Practices

Documentation

Your blueprint for success starts with a solid foundation. For your organization, the foundation is documentation and the filing of any articles of incorporation in your state. In order to become a corporation, you must file these articles and use them as the charter for your organization. This documentation identifies your corporation’s name, your incorporators, whether you’re for-profit or nonprofit and what your corporation’s purpose is. It’s important to mention that hiring a lawyer, during this stage, that specializes in setting up boards of directors can only help ensure that your foundation will be successful.

Bylaw Creation

Every good blueprint needs walls to offer up support through the thick of it. A governing body is no different. For a board, the walls are your bylaws. Each rule, role, and responsibility of the board of directors needs to be agreed upon, formerly written down and upheld. The foundation might be the starting point, but your blueprint for success is nothing if the walls around you crumble. Some examples of bylaws are:

  1. Frequency of meetings
  2. How to elect and replace board-chair
  3. How to elect and replace board members
  4. How to determine director compensation (if you choose to pay your directors)

Identify Key Stakeholders (Shareholders) and Schedule Meetings

Once the foundation is set and the walls are built it is time to lay the roof shingles. For an organization, the roof shingles are all key stakeholders (and the board they create) who hold interests and/or assets in your organization. Once identified, these stakeholders should meet and it’s common that the first meeting topic is around your board, specifically the time and place where your board of directors are elected. When properly placed, the shingles create the roof that is tasked with keeping the rain and anything else that is unwelcome out, like the stakeholders who elect the board of directors who protect the company and those invested in it.

Follow Board Meeting Best Practices

After your board is established, the foundation is solidified, the walls and the roof are in place – the real work begins. Maintaining the board is just as difficult as maintaining your home. There needs to be set procedures in place in order to succeed at maintaining your board. Best practices include establishing a schedule for your board meetings and then implementing the best techniques in order to prepare for and facilitate the meetings is one example of following board meeting best practices in order to guarantee your success.

As aforementioned, board roles differ and so do boards of directors. It’s extremely important to implement a blueprint for success that aligns directly with your organization’s purpose and goals.

Closing Thoughts

So, there you have it folks. Your four keys tips on how to create a board of directors. Feel free to browse through the rest of our blog (how about checking out How to Chair a Board Meeting ) for more.

Board Member Harassment – Indemnification and Insurance Will Not Protect You

by | Sep 2, 2019 | Board Dynamics, Leadership, Organizational Development

I have a daughter, and as the father of a young girl, I naturally worry about her future. How I might protect her; help her develop skills; and prepare her for a successful and fulfilling career? When I think about these things, I worry about what she might endure along her journey and how can I protect her from negative experiences like bullying and harassment? The reality is that, unless the two of us are employed in the same company or she is sitting on the same Boards that I sit on, I will rarely be able to protect her once she is an adult in the professional world.

As a governance advisory professional, all Board actions must be aligned to the fiduciary duties of loyalty, prudence and impartiality and it should always be clear – harassment should never be present or overlooked in the workplace and the boardroom is no exception. Generally, to fulfill these duties, Board members need to adhere to their strategic oversight roles of:

  • Establishing and maintaining a mission and vision;
  • Establishing and maintaining effective policies and procedures; and
  • Monitoring, identifying and mitigating risk.

With a heightened focus on anti-bullying campaigns and the global emergence of the Me-Too Movement, many leaders are challenged to ensure that everyone’s physical and emotional rights are both respected and protected. But what happens when this abuse happens in the boardroom or comes from a Board member? When you consider that most Board members have unfettered access to facilities and staff and are often expected to attend organizational and Board functions outside of their official meeting attendance, the risk of this happening becomes quite substantial.

Harassment is normally defined locally, varies by region, and is generically described by Wikipedia as:

“…a wide range of behaviors of an offensive nature. It is commonly understood as behavior that demeans, humiliates or embarrasses a person, and it is characteristically identified by its unlikelihood in terms of social and moral reasonableness. In the legal sense, these are behaviors that appear to be disturbing, upsetting or threatening.”

Board members should always know they are never protected if they break the law and the current multijurisdictional nature of organizations should make Board members overly sensitive about their actual and/or perceived conduct.

Current harassment laws in North America are rooted in the 1964 US Civil Rights Act and the 1984 Canadian Human Rights Act and depending on the location, the definition of harassment can be either narrowly or broadly defined and if a local definition is not set, then the default is to defer to a federal standard. Therefore, being familiar with only one local definition will not protect Board members whenever they are attending events or meetings in other regions or locations. Many Boards are comprised of members from a wide array of locations and sometimes follow a practice of rotating the location of their in-person meetings.

As well, it is generally understood that workplace harassment does not have to occur within an actual “place of work” and board members need to understand that they are also accountable for their actions when they are not officially in their organization or boardroom. This also applies to when they are:

  • On travel status,
  • At a conference where the attendance is sponsored by their organization,
  • At sponsored training activities/sessions, and
  • At formally sponsored and/or informal social events.

If a harassment charge is brought against a member, the location of the alleged activity will determine what legal definition is used, where the proceedings will take place, and if convicted, where that person may be incarcerated. In both Canada and the United States, the maximum penalty for an indictable harassment conviction is 10 years imprisonment and therefore should be taken very seriously by organisations and their Board members.

Complicating things even further, the broad scope of offensive behaviors and situations outlined in guidance tools produced by legal advisory groups provide lists that often includes:

  • Specific criteria that is normally associated with the act of harassment;
  • Actions that may be conceived as harassment; as well as

Actions that generally are viewed as harassment

In total, these lists typically encompass a large array of possibilities which increases the possibility of a Board member’s actions falling under these described actions or scenarios and if a Board member is formally charged for harassment, indemnify policies and Insurance will not protect them. Identification and Directors & Officers insurance are only in place to protect innocent Board members and therefore, once a charge is laid, the board member(s) is fully responsible for covering their legal fees and will be subjected to the full extent of the law and related convictions.

Most Board members don’t know what they don’t know.

Therefore, it is recommended that all Board members be educated on the laws and legal definitions that pertain to the regions that they will be in and that your Board establish a comprehensive code of conduct that is reviewed and signed by all your members.

Given the extensive list of possibilities, Board members need to be overly sensitive to all potential interpretations of their words and actions and in order to fulfill their fiduciary obligations and mitigate risk, Board members must always maintain their conduct at the highest standard possible. As a Board member you need to also understand that the potential repercussions to you and the organization that you are entrusted to oversee are serious.

 

Best Practices for Executive Compensation Disclosure

by | May 6, 2019 | Executive Compensation, Governance, Leadership

Helpful Tips as You Finalize Your CD&A

The heart of proxy season is upon us with the majority of Annual General Meetings (AGMs) scheduled to take place over the next couple of months. These meetings will highlight shareholder votes on important issues such as the election of directors for the upcoming year and approval of the company’s auditors. In many cases, shareholders will also be voting on whether they approve or disapprove of the compensation provided to a company’s top executives (otherwise known as a “Say on Pay” vote) or re-approving a company’s equity compensation plans for employees. It is on these last two issues (Say on Pay and equity compensation plan approval) where a company’s disclosure on executive compensation can play a critical role in influencing the outcome of votes at the AGM.

In an earlier blog post, I discussed the importance of understanding what your options are from a disclosure perspective, in this article I am covering some best practices you can use to answer the three key questions that should be resolved through your disclosure on Top 5 Named Executive Officer (“NEO”) compensation:

  1. What was paid to executives?
  2. How was compensation paid to executives? and
  3. Why was compensation paid to executives?

There are many examples of best practices from a disclosure perspective that can be identified on an annual basis. Quite often, these best practices are summarized into annual reports by various organizations. One such publication is provided through DFin Solutions (formerly known as RR Donnelley & Co.) which publishes an annual Guide to Effective Proxies in the United States and Canada. This document provides readers with detailed examples of specific disclosure companies can use to better tell not only their compensation story, but other corporate governance and shareholder engagement efforts they have embarked on in the past year. In Canada, the Canadian Coalition for Good Governance (“CCGG”) also publishes an annual Best Practices for Proxy Circular Disclosure. Similar to DFin Solutions, the CCGG highlights specific examples of Canadian companies that provide the best disclosure in areas such as executive & director compensation, corporate governance and shareholder engagement, to name a few. These types of publications should be thought of as great resources for you to see how different companies approach disclosure and determine if these identified best practices can be adopted at your company.

It would take too long to identify all potential best practices from an executive compensation disclosure perspective, but I want to highlight a few specific examples of best practices that can be beneficial to companies as they finalize their 2019 proxy circular disclosures. These include:

  • Outlining what your company does and does not do from a compensation perspective
  • Summarizing how shareholder engagement has influenced executive compensation
  • Summarizing performance metrics used and how they impact compensation
  • Reported Pay vs. Realizable Pay
  • Summarizing key elements of your equity compensation plan

 

Outlining What Your Company Does and Does Not Do From a Compensation Perspective

A great way to summarize the key aspects of your compensation program to shareholders is to highlight the positive practices that you have put in place. This can include items such as: placing caps on annual bonus payouts, tying bonus payouts to specific performance objectives, annual review of the compensation peer group, the adoption of share ownership guidelines, the adoption of clawbacks on incentive compensation in the case of material misstatement or misconduct and/or having the ability to engage an independent third party to advise the Board on executive compensation. On the flip side, you can also use this section of your proxy disclosure to highlight the things you do not do from a compensation perspective. This could include items such as: not approving guaranteed and multi-year bonuses, repricing of underwater stock options, the use of Single Trigger Change of Control provisions and/or allowing executives to hedge the value of their long-term incentives. While I have highlighted a few areas you can choose to disclose, any positive attribute you feel shareholders should be aware of should be summarized in this section.

Summarizing How Shareholder Engagement Has Influenced Executive Compensation

In today’s environment, it is imperative that companies engage with their shareholders and listen to their views. One of the biggest areas for concern among shareholders surrounds executive compensation. With U.S. companies mandated to hold Say on Pay votes and the significant increase in Canadian firms voluntarily adopting Say on Pay, companies want to ensure that they receive strong support from shareholders on these votes. The embarrassment of receiving low support or even failing a Say on Pay vote is avoidable and one way to avoid this is by actively disclosing what you heard from shareholders around compensation and how you considered this feedback and made any changes. This can demonstrate your company’s commitment to engaging with shareholders and taking their concerns into account.

Summarizing Performance Metrics Used and How They Impact Compensation

Shareholders are demanding more information to better understand why executives received the compensation they did in the past year. A good way to demonstrate this alignment is by summarizing the key performance metrics (both Corporate and Individual) that went into determining executive bonus payouts and Performance Share Units (PSUs) under the long-term incentive program. The disclosure of a balanced scorecard that outlines the performance metrics used, the weighting for each metric, the expected performance levels and expected payouts under “Threshold”, “Target” and “Superior” performance is the best way to do this. Companies can add to this by then disclosing the Actual level of performance achieved in the past year and the associated payout multiplier for each metric with a calculation of what the final bonus payout is for each executive. A similar approach can be used for PSUs outlining the expected performance levels over a 3-year performance period and Actual performance at the end of each 3-year period. This will show the impact of performance on the vested value of PSU payouts. This is all in the spirit of providing increased transparency to shareholders regarding your compensation program.

Reported vs. Realizable Pay

With the goal of demonstrating the alignment between executive pay and performance over longer time periods, companies are increasingly providing supplemental disclosure that compares the value of compensation reported in the Summary Compensation Table with the “realizable” pay the CEO is entitled to at the end of each fiscal year. Often times, the reported pay figure in the Summary Compensation Table is quite different than the “realizable” pay figure. This is often the case in cyclical industries such as Oil & Gas or Mining where a certain grant value of Stock Options, RSUs and/or PSUs is provided to the CEO that appears quite high, but with downward pressures on share prices the actual “realizable” value is much lower as stock options are often out-of-the-money, PSUs may not be on track to vest and RSUs are worth much less than they were granted at due to a lower share price. By calculating and reporting on the “realizable” pay figure at the end of each fiscal year, either through a table or graphic and comparing it to the trend in your company’s share price, you can demonstrate the alignment between your company’s performance and executive pay levels more clearly.

Summarizing Key Elements of Your Equity Compensation Plan

Receiving approval from shareholders on an updated equity compensation plan is becoming more difficult in today’s environment with ISS and Glass Lewis espousing specific voting guidelines that, if not met, could result in a recommending “NO” vote on your equity compensation plan. While disclosure of the full plan document text is recommended and viewed positively, these plan texts can be quite lengthy and complicated to review and understand. Increasingly, companies are summarizing the key elements of their equity compensation plan such as: Plan maximums, limits on non-employee director grant levels, vesting treatment under different termination scenarios and other key provisions in a short summary table or section within their circular with reference to the full plan text in an appendix. This highlight section found within the body of the circular provides shareholders with the most important elements of the plan they need to be aware of when making the decision of supporting the plan or not.

Closing Thoughts

As you can tell, there are many ways in which to identify compensation disclosure best practices across North America with organizations providing specific examples of best practices you can reference and make your own. While there are many best practices to choose from, a few of the key practices to consider for 2019 include:

  • Outlining what your company does and does not do from a compensation perspective
  • Summarizing how shareholder engagement has influenced executive compensation
  • Summarizing performance metrics used and how they impact compensation
  • Disclosing Reported Pay vs. Realizable Pay
  • Summarizing key elements of your equity compensation plan

Executive compensation is becoming more complicated as the demand for more rigor and structure in determining compensation levels grows. This makes the need to simplify disclosure by summarizing the key features of your compensation program, the performance metrics used and how your pay aligns with company performance over time even more important. The use of summary tables and graphics to better tell your compensation story is also something to consider, as opposed to inundating shareholders with pages and pages of text. The scrutiny on executive compensation is higher than ever, so following disclosure best practices can only aid in ensuring the continued support of your shareholders and the avoidance of an unwanted result in approving your equity compensation plan or Say on Pay vote at your upcoming AGM.

Boards of Directors & The Digital World

by | Apr 8, 2019 | Board Dynamics, Governance, Leadership, Productivity, Technology

Embracing Digital Transformation

Everything will change. If you come away with anything from this blog, it is an understanding that it is critical that Boards of Directors and Executives understand that to succeed in today’s business environment, they must take a giant leap and embrace the digital transformation. Boards and executives are facing a myriad of challenges and can only successfully address them by leveraging artificial intelligence, data analytics, and digital communications. Everything will change – how board members interact with each other; how they make decisions; how they address issues from governance to corporate social responsibility; how they recruit and retain high performance executive teams; and how they will communicate with both shareholders and stakeholders.

The Digital World Has Already Passed the “Board Portal” (We do not use VHS tapes anymore)

Seven years ago, a major financial institution faced a dilemma. A board member left a binder of sensitive information in a taxi in New York City. Following this security breach, the board quickly adopted a ‘board portal.’ That solution, seven years later, presents an even greater problem. A portal application resides on a laptop, which if lost – in this hacker dominated society – is the equivalent of leaving sensitive information in thousands of taxis.

I spoke recently for more than 80 companies. Half of them use no technology at all. Board members expose the companies they serve/lead to unnecessary risks and are out of compliance. They incur unnecessary costs. They are often inefficient and ineffective. They do not leverage artificial intelligence, data analytics, or data communications that can be at their fingertips when analyzing the market, strategy, and/or recruiting and retaining high performance executive teams. Their shareholders are seizing upon social media. Boards of Directors must contend in a digital world and most of these boards remain clueless.

Our Board Member Will Not Use New Technology

“A ‘lame excuse’ is an excuse of poor quality or lack of thought or an inappropriate excuse.” If this statement is true about your current board of directors, your board members must become introspective and embrace digital technology or your company needs to find new board members. One does not go into battle with spears and swords against tanks.

The Solution– Adopt a Workplace Productivity Platform Designed for Board Members and Executives  

There is only one solution: A workplace productivity platform.

Implementing a workplace productivity platform means:

  1. All of your documents are housed within the platform. Board member access, annotate, and store board documents in this single repository. At no time does that platform reside on anyone’s PC or Laptop – all of which can be hacked, stolen, lost, or break.
  2. The platform can be accessed from any device, anytime, anywhere.
  3. Board members communicate/message within the platform.
  4. Your board meeting is run through the platform.
  5. All of your committees use the same platform. One single sign-on.
  6. You launch video conferencing through the platform. Any meeting can be attended from anywhere. Your meeting can be recorded. The platform utilizes artificial intelligence, translating voice to text. Voila – your transcripts/notes are ready – and available to your board members or committee members.
  7. Your platform also provides both a prepopulated board evaluation tool and prepopulated D&O questionnaire.
  8. The platform provides data around executive compensation. It is both a repository of almost 10,000 companies and their executive pay by job title and peer group composer. The platform is a data analytics engine that allows your board to identify the right compensation and incentive program for its top executives; score card those plans, and provides payout reporting at any time during the fiscal year.
  9. The workplace productivity platform is also a shareholder/stakeholder communications engine (including survey/proxy tabulator). You build targeted groups of shareholders and stakeholders and utilize the platform’s digital communication capabilities. The geographic reporting features allow your board and executive teams to schedule road shows and meetings with stakeholders more efficiently. The digital educational and communication tools put the board of directors on an equal playing field to address social media and its impact on shareholder activism. The labor and mailing costs more than pay for the platform.
  10. The workplace productivity platform for boards and executives is easy to use and intuitive. If someone can use a smart phone, that person can use this platform

The digital world has changed everything. Has your board and executive team changed with it?

 

How to Write a Motion for a Board Meeting

by | Mar 11, 2019 | Governance, Leadership, Meeting Effectiveness, Productivity

Considerations for a Well-Written Motion

It’s the holidays and you’re the chosen victim to host this year’s family dinner. Unfortunately, this dinner doesn’t get your undivided attention because your AGM happens to be right around the corner, and you have the meeting and motions to prepare for. Lucky for you, there’s a universal “recipe” that can ensure success in the kitchen and the boardroom…

A well-written English Trifle recipe is similar to a well-written board meeting motion. It’s unique, concise, specific and ensures that your family can taste the whipped cream that you infused into each individual raspberry, the same way your board members can see the hard work you put into your motion.

The Motion

Stop.

Before you read any further you must organize your thoughts. A good motion writer can easily itemize the countless innovative ideas bouncing around his or her head.

Instead of taking the long way to work before the AGM, arrive early enough to practice your motion and to jot down any additional main ideas that you want to convey. Do not forget to include the key ingredients to your motion, such as why the motion is necessary, any legal factors, and if the board is working against a deadline. A good motion writer will be well versed in the details of their motion and has mentally anticipated any potential questions or concerns.

Does your motion need funding? Be very particular about the wording you choose and the details surrounding where you recommend the funds come from. Any motions that propose funding will require a second motion to approve the allocation of funds.

While preparing, it is important to read and re-read your motion. Say it out loud. Is it clear? Does it ask your board of directors to take a specific action? Does it need a time-frame? Don’t be afraid to ask for feedback from one or two other board members, prior to the meeting.

Motion Types

Parliamentary procedure (Robert’s Rules) provides set guidelines when it comes to making motions. The following are common types of motions:

  • Main Motion – this is the “ask” motion. It requires that a board takes a specific action. It requires a second and can only be introduced if there is no other motion on the floor.
  • Subsidiary Motion – this motion changes the treatment of a main motion. For instance, a motion is introduced by one board member and another member may deem this motion sensitive in nature and introduces a subsidiary motion to go into executive session. An executive session would be used to further discuss the main motion, prior to voting on it.
  • Privileged Motion – this motion takes precedence over other motions and they are not up for debate. It is the motion that provides boards of directors the opportunity to bring up urgent matters that are typically unrelated to the business being discussed at the current meeting. They cannot be combated with a subsidiary motion, unless the board wants to adjust the time to adjourn or take a recess.
  • Incidental Motion – this motion asks for additional information on the procedures related to other motions. Incidental motions table the main motion until clarity is provided.

Examples of a Motion

Let’s look at a couple of examples. The board at a top public university has been discussing whether to renovate the kitchens in the four freshmen dorms. They haven’t been renovated in approximately 15 years and the board agrees that they need to be updated. It’s time to make a motion to renovate the kitchens.

A poorly-written board meeting motion:

I move to redo the kitchens in the four freshmen dorms.

A well-written board meeting motion:

I move to redo the kitchens in the first and second freshmen dorms in May 2019. The second phase of renovations will occur in July 2019, for the third and fourth freshmen dorms. The renovations for both phases will be funded by the board’s budget at a cost of $60,000.

The more detail the better. If you are vague and unclear you may face more amendments, and risk the modification of your original motion to an unrecognizable point.

Closing Thoughts

That completes your overview on how to effectively write a motion for a board meeting. Feel free to browse through the rest of our blog (how about checking out How to Chair a Board Meeting) for more.