Governance and You

I listened to a great podcast the other day sponsored by Institute for Organization Management on governance.

The following is the Q&A discussion I wanted to share.  Thanks to Kate Conroy for asking the questions and Claire Louder, Louder NonProfit Strategies, LLC for her responses on this important issue.

What Are Your Red flags of Governance?
 

• Board meeting without the executive.

• Not reviewing the financials.

• Board doesn’t show up for your board meetings.

• Lack of term limits.

• Board interfering with staff – the board should hire the CEO and the CEO should hire and manage the rest of the team.

 
They went on to have a brief discussion on the fiduciary responsibility of boards, the Duty of Care, Duty of Loyalty and Duty of Obedience.  As a reminder, that responsibility can be described as:
 

• Duty of Care - as a board member it is imperative that you do your homework on the board materials prior to the meeting so you can fully participate in the discussion and make informed decisions.
• Duty of Loyalty - as a board member you must take your business hat off and put the hat of the organization on and do what’s best for the organization, not your business.
• Duty of Obedience - as a board member you must stay true to the mission of the organization and not get involved in things that are not part of your articles of incorporation or bylaws.

 
What Are Your Green Flags of Governance?
 

• Collaboration of board and the executive.

• Leading vs managing.

• Participation in an annual strategic plan and make sure you set aside the appropriate amount of time to be effective.

• Board members showing up on time, engaged on the big issues going on in our community (workforce development, economic development, etc.).

• Board understands their role (board commitment form).

 
Advice Someone Told You?
 

• Life work balance is crucial.

• You’ve got to manage expectations and take care of yourself.

• Keep something in the tank for those who love you!

• A great quote by Claire that stuck, “you can’t warm other people by setting yourself on fire.”

• Set limits and stick to them.

• Prioritize is also a key element in staying focused and a way to manage your time. (7 things book).

 
How Do You Prioritize?
 

• List of things that need to get done on a weekly basis.

• I also budget time to write blogs, etc.  You’ve got to get it all down on paper or on your digital calendar.

 
What Questions Should the Board be Asking?
 

• How are the chambers financials and actually review those financial statements.

• Ask about any red flags staff may see coming in the future.

• Mike Gellman has a great dashboard that can be found HERE and used to inform your board on financial questions.

 
How Do You Disconnect to Stay Fresh?
 

• Visit a local microbrew establishment with people I know and recognize me and they serve sparkling water too!

• Happy hours in the neighborhood.

• Zoom calls with folks to stay connected and talk about things outside of your current workload.

 
They finished with a list of great resources you should have bookmarked to help you answer any governance questions or issues that arise in your workday.
 

• Association Law Handbook

• Bob Harris’ Website

• Frank Kenny’s Facebook Page for the Chamber Professional Community

• American Society of Association Executives (ASAE)

• U.S. Chamber of Commerce IOM Resource Page

Keeping Your Board Focused on Their Responsibilities (and not yours)

The following are my notes from a recent Institute for Organization Management webinar led by faculty member Claire Louder, IOM, CAE, MP, Louder Nonprofit Strategies, LLC.

She started out with the question.  “Are your board members wanting to get more involved in your chamber?”
 
If your board members lack direction, that can result in disfunction, including but not limited to, micromanagement, rogue committees or special projects just to name a few.
 
Six Keys to Success to keep you on track.
 

1. Strong Bylaws – gives you structure and lays out the roles and responsibilities of your board on what they should and should not do.
2. Board Orientation – setting expectations upfront will pay dividends down the road.  And I’m a fan of repeating these expectations on a regular basis.  The things to focus on would be roles and responsibilities, and what I call the big three fiduciary responsibility – Duty of Care, Duty of Loyalty and Duty of Obedience.  Go HERE for a previous blog post on that subject.
3. Strategic Plan with Big Goals – keep your board out of the weeds and keep them focused on the big issues facing your business members and communities.  Your plan should drive your board meetings and keep them focused.  You could focus on one or two of your goals per meeting.  She did not suggest reviewing all each meeting.
4. New Chairman Orientation – I would expand this to having a yearly orientation with your current chairman and your incoming chairman at the same time.  This will give you continuity through the transition.  Board sets policy, staff implements that policy.
5. Open Board Chairman Communications – regular communications is a key component to a successful relationship with your chairman.  I call this the “no surprises” rule.  Your chairman should never hear about something related to the chamber by someone other than you first!  Commitment to a communication plan and stick with it.  It could be once a week, every other week or once a month.  Find out if this is a phone call, email, or in-person meeting.  I’ve suggested in the past about creating memorandum of understanding – you can go HERE for that blog post.
6. Succession Planning – every chamber should have a succession plan in place.  A communication strategy on notifying the proper stakeholders is key (i.e., staff, members, and the community at large).  How are you identifying your next volunteer leader?  I suggest use your committees as a training ground for future leadership on the board.

 
Speaking of succession planning, I suggest you have one for the CEO too.  CEO’s leave for a number of reasons but the big three are retirement, left for a new job or were relieved of their duty.  Your chamber does not want to be caught off guard no matter which of the above three caused the change and be seen as floundering until a new person is hired.  Go HERE for more detail on creating a succession plan for the CEO.
 
Claire ended with the comment “keep your board focused on the big issues,” they will thank you!

For more resources on board management go HERE and HERE.

Developing Your Board

In chapter six, of his new book Horseshoes vs Chess, Dave starts out by talking about the size of boards, and in his experience, there is no difference in a board of 25 or 75.

Some suggest the smaller the board the more efficient it can be.  Larger boards may take advantage of using an executive committee to do most of the work.

He did talk about how boards should be a representative sample of your community.

 

In the past, I’ve always written about getting board members with three key attributes.

 

• Intellect
• Passion
• Money

 

That’s also another way of saying you want board members who can make decisions for themselves (i.e., C suite or CEO’s).

 

Onboarding is another critical step in having a successful and productive board.  I’m a firm believer that you should have a new board member orientation, led by the chairman, and attended by key staff members of the organization to go over the priorities of the organization and the role they play as board members.

 

This would also be a good time to remind them of their fiduciary responsibilities as board members as it relates to Duty of Care, Duty of Loyalty and Duty of Obedience.

Duty of Care - as a board member it is imperative that you do your homework on the board materials prior to the meeting so you can fully participate in the discussion and make informed decisions.

Duty of Loyalty - as a board member you must take your business hat off and put the hat of the organization on and do what’s best for the organization, not your business.

Duty of Obedience - as a board member you must stay true to the mission of the organization and not get involved in things that are not part of your articles of incorporation  or bylaws.

At the end of the day, set the expectations upfront, that way they will know how to respond.  For a previous post on board orientations go HERE and HERE.

 

Good luck!