It seems that a recurring frustration for volunteers and chief staff officers in the sector is governance — specifically, how to define the roles and responsibilities of the board of directors and staff, consistently follow what has been agreed to, and practice continuous improvement as the organization’s stewards. So what are the most important questions the board of directors needs to answer to get on the right path and consistently stay there?

Leader Quest has developed Seven Essential Governance Questions to lead governing bodies and senior staff to become best- in- class organizations. They are:

  1. What is the role of members in setting this organization’s agenda?
  2. What is the board’s role in setting this organization’s agenda?
  3. What is the role of the chief staff officer (executive director)?
  4. What role might committees have to add value?
  5. How can the board be more strategic?
  6. How are the following accountable?
    • Board of directors?
    • Staff?
    • Committees?
  7. What are the indicators or measures of:
    • Organizational success?
    • Board success?

Some key principles boards must embrace:

  • Members must drive the agenda, and the organization needs to be disciplined in reaching out to engage members in formal ways (e.g., town hall meetings, research, report cards on performance-to-plan). The board must do this on more than a once-in-every-few years basis.
  • Organization performance must be tied to the goals and strategies the board has set to increase value for members, and performance must be measurable. The Board must determine the measures of success for the organization as well as for the board itself.
  • A board has many roles but fulfilling the mission and conducting strategic planning are at the top of the list. In addition to a duty of care and loyalty, other responsibilities of the board include:
    • overseeing and monitoring organizational performance;
    • ensuring the prudent management of resources;
    • hiring and evaluating the chief staff officer;
    • conducting its own Board development and planning for succession; and,
    • setting and reviewing policies.
  • If the board and staff are not truly operating in partnership, the organization will never realize its potential.
  • Time to think heretically: if all committees were eliminated, what would be the consequence? Some committees no doubt bring value — the nominating committee for example — when it does its job well. Some committees may exist in name only or continue operating because of tradition rather than creating value for the organization.
  • You cannot hold staff (or anyone else) accountable for work they do not control. There is truth in the observation that “too many chefs spoil the broth”.
  • Align accountability with responsibility. If there is a volunteer committee responsible for an event, and the event loses $50,000, who is accountable? If a volunteer is not prepared to be accountable, then the responsibility should be given to staff. Conversely, no board should sanction or discipline an employee if the result is not a direct staff responsibility.
  • Always define the deliverables in ways that can be measured, so success will be clear to all. Remember: “what gets measured gets done.”

 

Many organizations struggle with governance. They know it isn’t quite right, despite spending a lot of time and effort improving it. The real challenge is the commitment to change, to embrace what will work and being prepared to abandon old traditions and comfortable thinking. As first steps, address the seven questions above as a board. Then, look to making a few adjustments. For example:

  • Narrow down each year what is most important to your board.
  • Review the board agenda to ensure time is provided at each meeting to discuss strategic issues and whether the organization is moving its strategies forward. This will be in addition to the board’s oversight responsibilities (monitoring performance and knowing the status of its resolutions). Before the end of meetings, ask directors to discuss how the board might improve its own performance and effectiveness (“this has been a good meeting, how might we make the next one even better?”).
  • Invest in board development. In addition to board orientation, ask directors to identify issues that matter most to their performance and consider inviting resource guests to meet with the board. For example, if some directors want to elevate their understanding of financial oversight and interpretation, invite the organization’s accounting firm/auditor to a meeting to lead a training and information session. Other topics that frequently come up include how to effectively chair a meeting to engage other participants, and procedural matters around rules of order and meeting conduct.

 

Content is © Jack Shand and is reprinted with permission.

Jack Shand, CMC, CAE, is president of Leader Quest, a management consulting firm providing expert advice to not-for-profit organizations since 1997. Leader Quest specializes in executive search/staff recruitment, strategic planning, governance, and organizational reviews. Jack can be reached at 905-842-3845 and 1-877-929-4473, or jack-at-leaderquest-dot-com.