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July 22, 2022 Vol. 47, No. 6

Setting the table: In a transitional time, bars take care of board culture

By Marilyn Cavicchia

It would be an understatement to say that since March 2020, all of us have been through a lot—and we continue to go through a lot, as we all navigate the ebbs and flows of COVID. As the uncertainty continues, it's evident that flexibility will continue to be paramount.

Forbearance is a word on  nonprofit governance expert John Phelps’s mind lately. “It’s important for bar leadership to model wellness behavior and forbearance,” says Phelps, a past CEO of the State Bar of Arizona, “that we give each other space, we give each other room, we understand that things may take a little longer to get done—instead of turning up the pressure in an environment where people already feel enormously burdened.”

Striking a similar note, Andy Davis says that what boards need now is some “space” to connect with each other as people and to relearn—or learn for the first time—about “the things we care about outside of this boardroom.”

Concurrent with the pandemic, notes Davis, associate vice president of member education & outreach at BoardSource, these past couple of years have been a “hyper-partisan” time when many interpersonal connections have become frayed.

Whether board meetings and training occur in person, virtually, or in some combination, Phelps, Davis, and several bar chief executives and presidents Bar Leader spoke with say now is the time to tend to board culture—and to think carefully about how, when, and where the board meets and how knowledge is passed along from old board members to new ones.

Don’t blame the platform—or at least, not entirely

It would be easy to blame Zoom and other such platforms for any deterioration in board interaction, onboarding, and institutional knowledge—and there may be at least some truth in that assertion. Alicia Hernandez and Krisi Kastl, executive director and president of the Dallas Bar Association, respectively, were thrilled to resume in-person board meetings in December 2021 because this kind of interaction—with time for socializing over food and drink at the bar’s mansion headquarters—is central to their bar’s culture. Hernandez was surprised to learn that some board members had not retained some foundational knowledge that had been covered in previous board meetings on Zoom.

“I felt like there’s been a little lapse in understanding completely our financial structure and the structure of the different organizations that make up the bar,” Hernandez says; in the spirit of forbearance and of understanding that people often take in information differently online versus in person, she and Kastl have taken additional steps to get board members up to speed regarding the bar association, the pro bono/charitable arm, and the bar foundation that focuses on educational programming and that also owns the building.

Despite any down sides, a common theme among interviews for this article was that the virtual platform has been incredibly helpful during a crisis—and that it’s likely here to stay, whether (for some bars) as an emergency measure for board members who can’t attend otherwise or (for other bars) as a regularly scheduled part of the board meeting mix.

Part of the problem, some say, is not so much the limitations of the virtual platform as the way we all learned how to use it: in a hurry, because we had to, without first learning some etiquette or grammar. Whether in courtrooms, board meetings or elsewhere, the stories abound: Zooming while eating, driving, obviously working on something else, or attending a noisy sporting event. But it’s not just that: How do we know when it’s our turn to speak? What message do we send when we turn our camera off—or never turn it on?

From her previous professional life, Brianna Gohlke-Clausen, executive director of the Grand Rapids (Mich.) Bar Association, got a taste of how much better virtual meetings can be when there are some ground rules in place. Gohlke-Clausen attended virtual training sessions led by someone who was using that platform long before most others were, and the first 15 minutes were always spent covering what was appropriate and inappropriate behavior during virtual meetings.

“She said it to CEOs, and she said it to programmers and membership people, like it was a non-negotiable,” Gohlke-Clausen recalls. “It changed the productivity of what happened on the screen.”

A few bar leaders interviewed for this article noted that wandering attention during board meetings is nothing new: After all, long before Zoom, there were laptops and phones in the boardroom. It can be harder, they say, for facilitators to notice and call on someone who hasn’t participated lately, when they’re a box on the screen rather than an actual face in the room. With at least some virtual participation still in the picture, facilitators may need to learn how to track those faces in boxes more actively—and attendees may need to learn and then mind some virtual manners.

That applies to all of us, says Anne M. Noble, executive director of the Bar Association of Erie County (N.Y.): Not at bar meetings but in other contexts, she, too, finds it difficult to resist doing other things while in a virtual meeting. “I almost feel like I need a sticky [note] that says, ‘Don’t be rude,’” she jokes. “Especially if you’re listening and there are a lot of people, you forget that you wouldn’t do that if you were sitting in person.”

David Shapiro, who became president of the Maryland State Bar Association in June 2022, plans to continue a policy established by his predecessor, M. Natalie McSherry: that board members keep their cameras on throughout the meeting.

“In the meetings I’ve been in, when cameras are on, people do engage better,” Shapiro says. “It’s very rare that you hear something very substantive and engaging and insightful from somebody who just has a green dot with their name on it on a screen.”

An important role for orientation and training

Everyone interviewed for this article agreed that board orientation and training are often overlooked—and shouldn’t be, especially now.

“I think training was important before the pandemic,” Noble says. “But I think it’s even more important now because there was a lack of ability to transfer institutional knowledge from more seasoned members of the board to newer members of the board because they didn’t see each other. We had people who served for three years on the board and were in person for only two or three months.”

Echoing Noble, Davis notes that boards during this bar year have an opportunity that many boards earlier in the pandemic may not have had: to establish relationships in person before meeting virtually. “If your first experience with a board is a really healthy in-person time together, and you get to know everybody and the culture of the board, imagine how much better equipped you are to be a fully engaged member of the board at the next meeting,” he says, “versus if your very first board meeting was an hour or 90-minute meeting online where you didn’t say anything and you were just trying to keep up.”

Davis cautions that when board orientation is virtual, “it becomes more of an academic or theoretical pursuit, not a practical application of what this work and its culture really are.” When board members have a chance to gather in person, tour the bar’s facilities, and meet the staff, he believes, they gain “context and a little bit more perspective of what the organization is trying to accomplish.”

Context is also a key word used by Victor Velazquez, CEO of the MSBA—and it may take a little extra effort on virtual platforms. “It's critical to orient board members so that they understand the journey that the organization has been going through and the context and the environmental considerations for today, and so that they have a sense of what it is that we're going to be talking about over the course of this particular bar year,” he says. “It's important also, if you're going to be bringing on board folks who don't have the benefit of interacting in person, to give them extra context and extra information about who's playing.”

Like the MSBA, both the Johnson County (Kan.) Bar Association and the Dallas bar have found that virtual board training can be effective. This year, rather than the typical multi-hour, in-person board orientation, the Johnson County bar opted for a brisk virtual training, using two videos from the ABA Division for Bar Services Board Catalyst Shorts series: The Best Boards Focus on the Big Picture, and The Best Boards Are Active Ambassadors. Executive Director Tracey DeMarea supplements this content with other division resources: New Bar President and New Bar Board Member. The videos helped set the right tone, DeMarea says, by “helping the brand-new people understand what a board role is just in case they don't know, but not boring the people who have been on the board for years.”

While Phelps would prefer that board orientation be done in person, he says the bottom line is, it must be done, by whatever means—and it should involve all board members, not just new ones. “Sometimes there are longtime board members who know less about how the organization has evolved in its processes and policies than the new people who are getting the latest and greatest information,” he explains.

Existing board members can get involved as producers of some portions of the orientation, he suggests, or as sponsors who help acclimate new board members. Phelps also thinks board orientation is more effective when it’s not exclusively led by the chief executive—and that this might be a good role for the immediate past president, given that by the end of their presidential term, “they have a pretty good feel for how things work.”

Are virtual board meetings too efficient?

When it comes to speaking during last year’s all-Zoom board meetings, Gohlke-Clausen found that the problem wasn’t that all the board members wanted to talk at once. If anything, she says, they were too decorous—and too reluctant to disagree. Once, she recalls, a board member told her that they had a conversation in the Zoom chat window with another board member about how they both disagreed with what was being discussed.

“If you don’t agree, aren’t you supposed to speak up?” Gohlke-Clausen asks rhetorically. “I don’t know that the Zoom format will ever lend itself to that unless you have such a deep trust and mature board that you can take those risks and be vulnerable.”

But much like wandering attention, Kastl believes side conversations in the boardroom—to say nothing of the hallway or the parking lot—were already happening via email and text, and that Zoom chats might be more likely to reach the full board. “If there are four people on a chat and there are 15 people in the meeting,” she says, “one of the four might bring [the substance of the chat] to the attention of the group, more easily than if they were whispering to each other.”

Davis posits another reason many board members choose not to speak during meetings, and it’s one that alarms him: “I’m hearing that meetings are not taking as long because people are not willing to voice an opinion,” he says. “People think, ‘If I don’t ask a question, or if nobody asks questions, we can get off this meeting faster.’

“Instead of wanting to have a robust conversation and keep the meeting going, people would rather just sacrifice that to be able to get off and go do their own personal thing or get back to work.”

Noble shares that concern. “I think participating virtually in a meeting oftentimes is very transactional,” she says. “The business of the board gets done, but it’s not relational in any way.” This became especially true, she adds, later in the pandemic, when people felt comfortable enough with the technology that they could sign in at the last minute—and thereby avoid extraneous conversation.

Kastl had that same experience during the extended period of all-virtual DBA board meetings. The board did good work, she recalls, but without the in-person element, "I think you do miss out on opportunities to just run into somebody and talk to them about something completely different."

With some virtual board meetings likely to continue, Davis says, breaking the pattern of overly quick in-and-out might require reminding board members at each meeting that they have the duty of care, and that this means “you’re showing up, you’re paying attention, you’re asking good questions, and you’re expecting good answers.”

Whether board members are in the room or Zooming in, Gohlke-Clausen knows of a powerful hook that can keep people engaged: generative questions. Immediate past President Benjamin Hammond had a particular affinity for building in 30 to 40 minutes to discuss one big topic, and now Gohlke-Clausen is seeking ideas to help build a calendar of generative topics, so each meeting has one.

“People want to be helpful in board meetings, and to be in person is inconvenient,” she says. “So, you have to make it valuable enough.” To increase the sense of value in participation, she adds, generative questions should be based on real concerns, not hypotheticals—and there should be follow-up to let board members know what becomes of the ideas they raise.

Going virtual in a big way

While many bars are enthusiastically resuming in-person board meetings as the standard with Zoom participation as needed, other bars are more fully embracing the idea that virtual board meetings are indefinitely part of the mix.

Though the Erie County bar strongly encourages in-person attendance with a virtual option as needed, Noble says the bar is proactively planning for some of the board meetings to be entirely virtual—such as in winter, when many people are preoccupied with holidays or the end of the year, and when Buffalo-area weather makes travel more daunting.

“When the snow is flying on a Monday night and we know we’re meeting at 8:00 the next morning,” she says, “let’s make sure that one is virtual. So, we ask people to commit to be in person, but we’re using that virtual option to make their lives easier as necessary.”

While the board of the Johnson County bar has resumed the in-person format for three of its 10 meetings per year—on a Friday late afternoon, with optional networking and drinks before and after—the other board meetings continue to be held on Zoom during the lunch hour.

DeMarea says she hasn’t seen a big drop-off in engagement when the board meets on Zoom, and the lunchtime virtual meetings are also much easier for the four board members (out of 16) who are judges. Complicating matters, she notes, is that the bar moved its offices in January 2020, from a location very close to the courthouse to one that’s 10 or 15 minutes away.

“It’s not the end of the world because we’re still very central to everybody, but it makes a difference to the judges,” DeMarea says. “So, we heard that, and while we were on Zoom, it was a lot easier for everybody to just turn up.”

The MSBA has been tracking member engagement and satisfaction with virtual events and programming since shortly after the pandemic began—and has consistently found that most members like or even prefer this format. In fact, Velazquez says,  62 percent of members indicate that they never want to attend any bar event in person. This information has led the MSBA to strategically lean in with the virtual format, including for board meetings. Sections, committees, and other groups within the bar have been advised to hold at least 50 percent of their meetings virtually, he says, noting that this is part of an overall movement in the bar from a “club product” model—driven by in-person attendance—to a “content product” model—driven by an Amazon-fueled consumer preference for convenience.

One strength of the virtual format for board meetings, Velazquez says, is that it helps break down a barrier in which a select few members meet in person to discuss matters that affect the full membership, most of whom prefer to meet virtually. MSBA President Shapiro notes that cutting back on the number of in-person board meetings can also help increase geographic diversity among the board.

“Maryland is not necessarily a huge state, but for our folks out in the west or in the east, it can be very difficult to commute to any other location,” he explains. “Particularly if you’re going from side to side, it could be a four-hour drive for a meeting, and the ability to encourage and facilitate people on the further outreaches to engage is one of the things that our leadership has been trying to stress.”

Currently, Velazquez says, it would still be difficult for a member to gain support for a board run unless they are known from in-person events—but he expects that this will change as the bar continues its progress away from the “club” model and as technology becomes more seamless.

Davis has a different suggestion for how to accommodate far-flung members who want to serve on the board: Though he knows budgets are tight, he would like to see bars budget gas and lodging for board members who need to drive in from far away—and who would face a long drive home, potentially late in the evening. While he doesn’t want to go back to the way things were, when it was assumed that all board members were fine with a long drive, he also wouldn’t want bars to entirely scrap in-person board meetings for this reason.

“I think putting some money in the budget—and it doesn’t have to be a ton—to make sure you’re looking out for those people is smart,” he says.

As for the question of whether board members can engage fully enough in virtual meetings, especially when big decisions are at stake, Velazquez points to the for-profit sector. "The reality is that we're having a discussion on a topic that corporate America has long since grappled with. Boards of major organizations are globally distributed, and somehow, they've been able to make big decisions," he says. "I don't think that a bar board of governors is such a unique animal that it is incapable of having discussions, making decisions, and governing [via a virtual platform]."

But Shapiro says that for now, the weightiest discussions might still be best suited to an in-person board meeting, like a recent one where he saw the best governance work he has ever experienced as part of the MSBA.

“I do question whether we could have had that type of robust, collegial, respectful, civil, engaging discussion that resulted in really thoughtful dialogue and action [if not in person]. I don't know if that would've been as feasible at this point in time in a virtual format,” he says. “So it may be that that's a learning curve that we're going to continue to experiment with.”

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