Comments on: Talking to Directors

By: Anon

Anon — Wed, 09 May 2007 03:13:29 +0000

Works for tiny companies; not so simple with larger cos.

By: Paul Brown

Paul Brown — Mon, 07 May 2007 23:23:41 +0000

Materials distributed in advance and consensus on resolutions is a recipe for a productive Board meeting, at least in my experience. When the agenda runs according to schedule, the remaining time and energy can go where it’s needed versus into issues that could have been resolved one-on-one or into drill-down discussion of line items on balance sheets.

By: Jason

Jason — Mon, 07 May 2007 20:47:24 +0000

I’ve never heard of bylaws that prevent this. In fact, I think it would be a very, very bad thing for any company to choose this election. It is critical that the board is able to carry out its fiduciary duties to the company and its stakeholders and forcing a mode / method of communication will not help in this regard. If one board member is on vacation, a board meeting would not be able to be held. If two board members who have a relationship with a strategic partner want to call the partner and promote the company, this too, would be disallowed. I think any conversations are good and each board member should know that major decisions will only be decided upon in formal board meetings.

By: Andy

Andy — Mon, 07 May 2007 19:52:02 +0000

Some bylaws may prevent directors (or a quorum of directors) from discussing business in an ad-hoc meeting to protect other directors and shareholders from secret decisions.

By: Chris

Chris — Mon, 07 May 2007 17:37:46 +0000

Brad I couldn’t agree more. I have long believed that NOTHING of consequence happens at a board meeting. The real work is done between board meetings.

As I tell my CEOs, “if you don’t have the votes before you walk into the meeting, you likely won’t get them during the meeting.”