Discipline of board members

Every once in a while, even the behavior of the most well-intentioned board members can become problematic. This can create immense stress in the boardroom and may present unique challenges to senior leadership.  Let me illustrate:

  • Going outside the boardroom to interact directly with a staff member who is under the supervision of the Executive Director
  • Sharing information from confidential executive sessions in the public domain
  • Opposing management initiatives with little reflected-upon rationale
  • Consistently failing to prepare for meetings
  • Behaving in ways that are egotistical and off-putting to other board members
  • Failing to declare a conflict of interest

Clearly some of these behaviors are more substantive than others. Some have legal consequences. All are problematic. In the face of such challenges, what should a board do?

Many boards hope the problem goes away with time. Some boards hope that the executive staff will solve the problem. Both solutions are flawed. Only a well-muscled board with good policies, some backbone, and corporate discipline can successfully address these.

I offer four suggestions for developing this kind of strength:

  1. Develop a good set of governance policies which include a board member job description, code of conduct, and conflict of interest disclosure. This gives all board members a base line of commitments for which all members are accountable.
  2. Orient new board member rigorously to these expectations.
  3. Periodically assess the board’s behavior corporately in relationship to policy commitments.
  4. Expect that the board chair model the desired behaviors and is ready to challenge directly (in private) problematic behavior.

Note: It is usually helpful for the chair to involve one other board officer in this sensitive conversation.

Generally, direct communication rectifies the problem. The board member either conforms to group expectations or he/she resigns.

What challenges have you addressed and how have you managed them?

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The board’s role in executive transition

Of the many responsibilities of a nonprofit board, there are few as consequential as the selection of the executive director or CEO. Here are a few words of counsel I would offer any board as they consider a future executive transition.

  1. Anticipate it before it happens. At some point the organization is going to need a new executive. So start planning now.
  2. Insist that the current executive build bench strength with senior staff – as much as resources allow.
  3. Adopt an emergency succession plan in case an unforeseen event diminishes the capacity of the current executive to serve.
  4. Keep the organization’s performance strong. A solid performance foundation makes recruitment of the next executive much easier.
  5. Keep the organization’s strategic priorities clear.
  6. Cultivate habits in the board room for thinking and talking about the future.
  7. Develop a plan for how you will engage the process of executive transition when the day comes.
  8. Keep the relationship of board and executive on as high a level of trust as possible. Make it easy for the executive to let you know when she or he plans to leave.

Karen Lehman, a consulting associate with MHS, has considerable experience in executive transitions. She is giving leadership to our executive search and transition services that support boards and executives in their transition work. Contact Karen if you would like to discuss your organization’s consideration of executive transition.

 

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Do we really need boards? (Part 3)

I have been reminded again and again why even boards, human though they may be, are so important.

A third simple story

I am familiar with a board that is cross-wise with its CEO. All are competent. All are good people. All intend well. But trust is low and expectations are not aligned. They are in a hard place. If it weren’t for the board, it’s likely that the executive would continue to drive forward, wearing out the staff. They would keep doing “their thing” with little sense of accountability to the board. In time, organizational results would suffer. Hard conversations are ahead. But I am confident the board will soon embrace its responsibility.

Yes, the nonprofit sector needs both committed and competent boards.

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Posted in Board Chairs, Board of Directors, Boards, Culture, Executive Sessions, Governance, Non-profit, Strategic Planning, Uncategorized | Leave a comment

Do we really need boards? (Part 2)

I have been reminded again and again why even boards, human though they may be, are so important.

A second simple story

(I will share the third one in the next blog post)

I spent time with a board that, for all intents and purposes, is lost in terms of any coherent sense of how they want to or should govern. Their practice shaped by years of habit. Their most recent experience as a board was full of conflict with their former executive. Their new executive is getting traction fast—very fast. The new executive might do just fine for a couple of years if the board stayed at home. The executive “might.” In spite of its sense of disarray, the board has wisely recognized two really important things. First, they know they are the caretakers of the mission and core values of the organization (in this case, the faith identity of the organization). They are bringing fresh energy to focusing on mission and core organizational identity as the new CEO advances critical operational matters. Second, the board knows that they don’t know how to govern effectively and add value. They are embarking on some aggressive learning. They will become a great board.

Yes, the nonprofit sector needs both committed and competent boards.

Visit our website: www.MHSonline.org.

 

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Do we really need boards? (Part 1)

I interact with nonprofit boards all over the country. Every once in a while I reflect: how is it we get anything done in the nonprofit sector? The sector depends on competent boards and CEOs. Yet so many times I am impressed with how human (frankly inept) is some of our governance work. I wonder, wouldn’t it be easier if boards just stayed at home and executives and senior leaders would carry on? Sometimes that’s probably true. There are plenty of stories around of boards that fell asleep or failed to engage when they should have. But over the last few months, I have been reminded again and again why even boards, human though they may be, are so important.

One of three simple stories

(I will share the other two in the next blog posts)

I am familiar with the board and CEO of a large and complex organization. The executive has been serving effectively for many years. But the pace of market change and increasing complexity seems to be outpacing the executive’s leadership ability. The board is straining to move forward. The CEO wants to do the same but isn’t quite sure how. What’s needed is not what the executive has learned to do over many years. If the board wasn’t reading context and becoming more forceful in their communication and expectation, it’s likely the organization would stall and start a period of decline. I don’t know if the executive can adapt. But the organization is being served by a vigilant board.

Yes, the nonprofit sector needs both committed and competent boards.

Visit our website: www.MHSonline.org.

 

 

Posted in Agenda, Board Chairs, Board of Directors, Boards, Culture, Executive Sessions, Governance, Non-profit, Strategic Planning | Leave a comment

Board Chairs: Qualification and Orientation

The 2016 study of board chairs, “Voices of Board Chairs” by the Alliance for Nonprofit Management, observed that most individuals become board chairs after a period of service on a board sub-committee. Often that, coupled with a willingness to chair the board, are the only prerequisites for service as a chair. The study and my experience would suggest a couple of additional considerations.

  1. Not all board members are chair material – “not anyone can do it well!”
  2. Keen self-awareness, emotional intelligence, and a readiness to be a group facilitator are among the most important prerequisites.
  3. The Board should develop generally understood succession planning processes for chairs.
  4. The Board and CEO can develop good protocols for orientation.
  5. CEOs can and should have a significant role in these processes, but they should not be driven only by the CEO.

What observations would you make about board chair succession practices?

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Board Chairs: What the Really Good Ones Do

I have interacted with numerous boards and board chairs across the country. They are any under-studied species. What do they think and do? A recent study, “Voices of Board Chairs” by the Alliance for Nonprofit Management, is one of the few studies that sheds some light. There is much in their report that merits attention. But I took from it a couple of things I will highlight in this post and my following post. For this post, let’s focus on the role of the chair in relationship to the board itself.

The study indicates that most chairs view their most important contribution to the board in two areas: 1) keeping the board focused on strategic direction and 2) facilitating the board’s meaningful engagement in the agenda before it. These are such seminal responsibilities. Without chairs doing this, we have boards dependent on the CEO for strategic focus and for keeping board members meaningfully engaged in the agenda before them. Both are extremely dangerous.

I have witnessed the powerful contribution that a good board chair makes as she/he leans into…

  1. Owning the agenda for the board’s work with the CEO
  2. Ensuring that the board is devoting adequate time to about the right matters
  3. Planning with the CEO various methods of presentation and interaction in the boardroom to ensure that all board members are invited into the process
  4. Watching to make sure that all board members believe their personal contribution is heard and valued
  5. Modeling for the board good self-awareness and attention to ongoing improvement of performance

What does good board chair engagement in the boardroom look like to you?

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