Recently, I was reminded of the importance of director attendance when a long-standing client brought up, yet again, this gnawing issue. We came away from our meeting with some new approaches that might prove helpful to you.

What are attendance problems?

To my way of thinking, attendance problems include not just the common hassles of members missing meetings. It also includes being late to meetings, not being prepared to contribute to the work at hand, causing interruptions (with ringing cell phones and taking calls during meetings), leaving meetings early and failing to honor break schedules. In sum, these problems include anything that prevents the member from being ready to do the board's work.

Is attendance important?

Yes, it is. Very important. Here are some of the more obvious reasons:

• Attendance has a very real effect on a board's ability to reach a quorum and conduct business.
• Good attendance means not having to waste time revisiting issues for those who didn't make the last meeting.
• Bad attendance negatively affects working relationships among directors, because it creates the perception of unequal levels of commitments and burdens of responsibility.
• The client, whom I spoke about earlier in this article, related a recent experience in which his board had to postpone an important work session because certain members -- who, incidentally, had originally called for the session, and who most needed to understand the issues to be presented -- didn't make it to the meeting.
• To make matters worse, the people who did attend had given up a day of work, had taken time away from their families, and had traveled varying distances to be there. Of course, at the next meeting, those who had made the previous one, took a fair amount of time to vent their indignation with those who had not made it. More time lost.
• A not-so-obvious reason why attendance is important is that it tends to erode leadership.

Think about it like this:

Staff morale and commitment comes from leadership. A board that does not set and maintain high standards for itself, will have a hard time doing so for staff. The impact on the working relationship with the CEO, for example, can be dramatic.

Staff members, at all levels, can become quite cynical about a board that questions the work of its staff and demands high performance from it, but does not apply the same standards to its directors.

Conversely, a highly-committed board, as reflected in good attendance, can have a very positive impact on commitment and morale. (This is especially true if your members are also willing to give fund-raising and public relations support, and to take part in the other endeavors that are vital to the success of the organization.)

How do you approach the problem?

Solutions to attendance problems often differ according to legal structure. If the bylaws require election of directors by shareholders, removal can only be by vote of the membership, or by a court of law. If the board is self-appointed, removal by fellow members is allowed.

Whether yours is an elected board or a self-appointed board, you can begin to solve attendance problems with these approaches:

Establish a culture of behaviors
Consider establishing the following as expectations in your policy, and charge the chairperson with enforcing them (rationally, of course):

• Members are to read board packets prior to meetings.
• Timeliness: Members are to get to meetings on time; they are to come back from breaks on time; they stay until meetings are over.
• No non-essential interruptions: Ban or discourage cell phones and other potential distractions during meetings.
• Publish director attendance records in communications to shareholders or members, and in any proxy statements of directors seeking re-election or re-appointment.
• Adopt a culture which understands that respect is not something you can demand because of your position as a director, but rather that it is earned by the example you set.

For self-appointed boards

Perhaps the most costly attendance problem is the abuse of excused absence policies.

I recommend a strict attendance requirement that calls for automatic removal of directors who miss more than 25 percent of all board, committee and training sessions in a year. Do not allow for excused absences in your policies. Chronic illness, family disruption and conflicts with work are all valid reasons why a person isn't able to serve on a board. For whatever reason, the person is simply not able to serve.

In all my years of working with boards, I have never witnessed an excused absence provision that was not, in effect, a blank check to miss meetings and other events. Chairmen are simply not willing to make the call that an excuse in invalid.

For elected boards

Establishing requirements for elected boards is more challenging than it is for self-appointed boards. However, here are some recommendations:

Have an attendance provision in your policies that define the responsibilities of serving on the board. I recommend not allowing absence from more than 25 percent of the meetings, including work sessions, committee meetings, and the like.

Have the chairman send a letter of warning to directors who are approaching the limit of absences, according to your policy. If members exceed the limit, have the chairman send members a request to step down because they have not fulfilled the commitment to represent those who have elected them.

The idea of board member attendance might seem trivial to many people, but it is my experience that performance in this regard has a huge impact on the culture of the organization, and thus on its overall performance.

- Bill