May 2016 Bar Bulletin
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Secrets of the Boardroom



Each month the Bar Bulletin includes a feature titled “Business of the Board” where we report on the actions of the KCBA Board of Trustees. While those columns dutifully document the various topics discussed, resolutions adopted and information presented, those monthly reports don’t provide much context or insight into the “vibe” of the room. Please allow me to serve as your guide, gentle reader, and give you a longer glimpse behind the curtain by revealing some behind-the-scenes details on how the Board operates.

First, basic logistics. The Board is made up of 17 trustees, most elected to staggered three-year terms, meaning about one-third of the members are new each year. They are principally recruited by a Leadership Development & Nominations Committee, and recommended to the membership for their positions after prior service to the King County Bar Association as a committee or section leader, a foundation board member or a leader in a sister bar association.

Meeting monthly over the noon hour at the bar office, the trustees have routine business to conduct (e.g., reviewing reports on bar finances and programs), but spend the bulk of their 75-minute meeting diving deep into one or two topics that either they have chosen to engage in or they have been asked to consider.

These topics are vetted by an executive committee of the Board, consisting of the officers (president, first vice president, second vice president, treasurer and secretary). At the start of each month, I share with them an update on the status of various projects and activities under way by KCBA entities or outside groups that I anticipate will need board action. The officers discuss what information the Board will need to have a productive conversation and reach a decision.

Note that the officers rarely are recommending specific actions to the Board, but rather are working to queue up the board meeting so that the Board can most productively use the time available to it. That may mean that an issue someone asks the Board to consider is first referred to a committee or ad hoc working group before the Board reviews it. And sometimes with more issues for consideration than available time, we have some topics that are not time sensitive that are queued up for future meetings.

After the executive committee meets, I prepare a first draft of the board agenda for the president’s consideration. The president makes final choices about the order of the topics and how much time she anticipates will be needed for each item. Then a few days before the board meeting, trustees receive by email a packet of material that includes the proposed agenda and background materials for their review.

We traditionally begin the meeting with some oral remarks from the president and executive director about activities or items of note that will not be discussed in detail at the current meeting, but which trustees should be aware of as bar leaders. This might include a preview of what a bar committee is discussing or news of an upcoming bar event. After the pro forma business is complete (e.g., approval of the minutes from the previous meeting), we move into the one or two main discussion topics.

Often these involve outside presenters: an elected official like the county prosecutor, the chair of a bar committee or a staff expert. After a brief overview, the trustees will ask clarifying questions of the presenter before engaging in a discussion of one or two specific aspects of the presentation.

A challenge with 17 board members is for each to be succinct and non-repetitive if a question or concern has already been expressed. You might appreciate how easily time can be lost in a meeting if each trustee spoke for two minutes on each issue, followed by a response from a presenter. That’s 51 minutes to get around the room on just one aspect of a topic, before even “calling the question.”

The president maintains a sense of the room to determine when the time has come to either suggest that a vote be taken or that a matter be deferred to another meeting, since time is running out and more discussion is obviously needed.

Watching the Board in action can be both intimidating and inspiring. As a collection of the leading members of the bar, their collective knowledge and skills, harnessed together, are powerful tools to put to use for the Association. They are serious leaders with a deep commitment to advancing the mission of the organization.

A well-run board operating at peak efficiency is often described by corporate governance experts as a strategic board. It clearly distinguishes between policy and priority setting versus management and execution of goals. When an organization like KCBA is fortunate to have employees and hundreds of volunteers at its disposal, this becomes even more noticeable.

The Board distinguishes between ratifying recommendations of its committees versus choosing from options presented to it for selection. It finds the perfect balance between rubber-stamping items placed before it and revisiting choices made by committees to which it has delegated leadership responsibility. My assessment, based on 20-plus years of nonprofit membership association experience, is that KCBA has a well-run Board.

Now that you’ve learned a few secrets of our boardroom, I hope that when you read the “Business of the Board” column this month and in the future, you’ll have a new appreciation for what happens behind the scenes.

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