Mark Suster (GRP) has an excellent post up about observers titled Rethinking Board Observers – The Role of the “Silent Observer”. In it he talks about how his view used to be that boards shouldn’t have observers but has recently changed his mind to support boards having “silent observers” – observers who attend the meeting but don’t speak.
I added a comment that follows:
Excellent approach. I think you can solve the “should they be silent or not” decision by leaving it up to the CEO on an observer by observer basis. For example, there are several observers on the Return Path board, including me (I didn’t want to stay on the board long term as I felt he was in good hands with his amazing board of Scott Petry (Postini), Scott Weiss (IronPort, A16Z), Fred Wilson (USV), Greg Sands (Sutter Hill / Conestoga), , but Matt Blumberg, the CEO, wanted me to). So I agreed to be an observer. Matt treats me like a board member but separates functionally between me and the other observers. I’m not sure if anyone actually knows that I’m officially and observer vs. a board member, but it doesn’t matter because it’s up to him (the CEO) how each participant interacts.
I view this as the only acceptable observer approach at this point. Either no observers or the CEO gets to decide whether the observers are silent or not.
The thinking on this is evolving nicely right now with plenty of folks weighing in on Mark’s post about this. If this topic matters to you, go toss your thoughts up there.