101 Boardroom Problems and How to Solve Them Book

C ON T E N T S

Foreword xi

Introduction xv

Acknowledgments xxvii

CHAPTER ONE: Faulty Direction 1

Problem 1: Outdated Mission • Problem 2: Off-Mandate Activities •

Problem 3: Vision Based on Negative Assumptions • Problem 4: No

Strategic Planning

CHAPTER TWO: Governance and Structural Issues 8

Problem 5: Oversized Board • Problem 6: Overconcentration of Powers •

Problem 7: Dilution of Powers • Problem 8: Issues of Self-Regulation •

Problem 9: No Disciplinary Measures • Problem 10: Employees as

Board Members

CHAPTER THREE: Unethical Culture 17

Problem 11: Cycle of Abuse • Problem 12: Acquiescence and

Submission • Problem 13: Culture of Entitlement • Problem 14:

Preoccupation with Financial Self-Interest • Problem 15: Advocating

Constituency Interests • Problem 16: Fishing for Partisan Support •

Problem 17: Conflict of Interest

CHAPTER FOUR: Procedural Issues 29

Problem 18: Binding Decisions at General Meetings • Problem 19:

Insistence on Unanimity • Problem 20: Rushed Decisions • Problem 21:

Last-Minute Agenda Items (‘‘Green Bananas’’) • Problem 22: Poor

Preparation • Problem 23: Disorganized Problem Solving • Problem 24:

Impromptu Motions • Problem 25: Premature Closure • Problem 26:

Quick Votes • Problem 27: Obsession with Rules • Problem 28:

Procedural Trickery • Problem 29: Minutes That Focus on Individual

Words and Actions

CHAPTER FIVE: Problematic Board Members 45

Problem 30: The Disengaged Board Member • Problem 31: The Single-

Issue Advocate • Problem 32: The Rebel • Problem 33: The Accuser •

Problem 34: The Bully • Problem 35: The Know-It-All • Problem 36:

The Contrarian • Problem 37: The Closet Parliamentarian • Problem 38:

The Short-Tempered Board Member • Problem 39: The Overly Sensitive

Board Member • Problem 40: The Secretive Board Member • Problem

41: The Talkative Board Member • Problem 42: The Board Member Who

Won’t Speak Up • Problem 43: The Mumbler • Problem 44: The Lecturer

CHAPTER SIX: The Ineffective Board Chair 63

Problem 45: The Chair Who Biases Discussions • Problem 46:

The Chair Who Acts Unilaterally • Problem 47: The Spineless Chair •

Problem 48: The Chair Who Is Attached to the Position • Problem 49:

The Chair Who Is a Poor Team-Builder

CHAPTER SEVEN: Dysfunctional Boards 72

Problem 50: The Board as a Social Club • Problem 51: Groupthink •

Problem 52: Partisan Politics • Problem 53: Too Many Soloists •

Problem 54: Paralyzed by Fear • Problem 55: Driven by Rivalry •

Problem 56: Shortsighted Preoccupation with Money • Problem 57: The

Adversarial Board • Problem 58: Post-Decision Attacks • Problem 59:

The Indecisive Board • Problem 60: The Board That Never Turns Back •

Problem 61: Keeping Them in the Dark • Problem 62: Nitpicking Over

Small Details • Problem 63: Deferring to Experience • Problem 64:

Collective Impatience • Problem 65: Predetermined Outcomes

CHAPTER EIGHT: Unproductive Board Meetings 92

Problem 66: No Clear Purpose to a Meeting • Problem 67: Chaotic,

Disorderly Meetings • Problem 68: Stuffiness and Formality • Problem

69: Time Wasting • Problem 70: Deadlock • Problem 71: Side

Conversations • Problem 72: Electronic Distractions • Problem 73:

Sleeping During a Meeting • Problem 74: Parking Lot Conversations •

Problem 75: Full-Scale E-Mail War • Problem 76: Wasteful

Teleconference Call • Problem 77: Logistical Problems

CHAPTER NINE: Flawed Interactions with Management 107

Problem 78: Micromanagement • Problem 79: Physical Labor Without

Insurance Coverage • Problem 80: Violating the Chain of Command •

Problem 81: Public Insults of Staff Members • Problem 82: Rubber-

Stamping Management’s Recommendations • Problem 83: The

Dominant CEO • Problem 84: Gifts from the CEO • Problem 85: The

Stonewalling CEO • Problem 86: Sanitized Reports • Problem 87: Private

Briefings from the CEO • Problem 88: Withholding Criticism • Problem

89: Overuse or Underuse of Consultants • Problem 90: Interfering with

an Adviser • Problem 91: The Timid Minute Taker

CHAPTER TEN: Flawed Interactions with the Community 125

Problem 92: Entrenchment and Defensiveness • Problem 93:

Capitulation to Political Pressure • Problem 94: Behind Closed Doors •

Problem 95: Breaches of Confidentiality • Problem 96: Board Acting as

a Complaint Department • Problem 97: No Boundaries Between the

Board and the Community • Problem 98: Cheering, Clapping, Heckling,

and Harassment • Problem 99: Misguided Focus on the Customer •

Problem 100: Unprofessional Appearance at Public Meetings • Problem

101: Speeches Disguised as Questions

APPENDIX A: Board Effectiveness Audit 139

APPENDIX B: Board Evaluation Tools 145

APPENDIX C: Myths and Truths About Rules of Order 167

APPENDIX D: Tools for Meeting Chairs and Participants 170

Index 173

About the Author 179