NO BOARD OF DIRECTORS IS LIKE ANY OTHER:
     Some Maxims About Boards
By Karl Mathiasen, III
© September, 1982

INTRODUCTION:

      In speaking about boards at seminars and workshops a number of useful generalizations have gradually been developing in my mind and this paper is an attempt to make these generalizations -- or maxims -- more generally available.
      It should be pointed out, however, that the title itself is in some senses contradictory and that the implied contradiction is intentional. First, no board of directors is like any other and my own service on more than twenty-five boards of directors in the nonprofit world has impressed that fact firmly on my mind. But, second, there are some broad dynamics which affect all boards -- or nearly all -- which can help board and staff members identify the differences among the boards they serve or serve on. This paper lists some of these common dynamics in an effort both to help people become better board members and to help staff understand their boards better. The list continues to expand and any additional maxims which occur to readers would be most gratefully received.

SOME MAXIMS ABOUT BOARDS

      It's a funny thing, but boards of directors generally have no memory worth mentioning. Staffs are so preoccupied with their work that they are continually surprised by a board which seems to have irresponsible lapes of memory. Exasperating as it may be for staffs, it is a fact of life that volunteer, very part-time boards of directors do not remember well what happened at the last meeting, much less what they agreed to do several months ago.

      Boards of Directors normally do not read. If a staff's solution to a board's lapses of memory is to provide more and more material, then the agency is in real trouble. The increasing pile of paper will become ever more oppressive to the part-time, volunteer board members and can lead to absences from board meetings. The paper will be put aside to read "sometimes," yet that sometime does not occur. In short, a heavy paper flow is one way to incapacitate and to lose board members -- "I really haven't read everything and don't know what's going on so I'd better not go to the board meeting." Some of the hardest work a staff has to do -- and this task normally falls to the executive director -- is to reduce the information flow to the minimum the board has to know to function and to govern. The board chair can be helpful in assessing the board's needs and also in setting the agenda which will permit the board to concentrate its time and energy on the most critical issues.

      Staffs think that their boards "must" know more and then they will actually know or do. Staffs are offended by boards that doze and doodle during long reports and endless agendas, but the fact is that boards can only be expected to absorb and digest so much information and to conduct so much business. Committees, board committees, can often delve a lot more deeply into issues, but board members are busy people, they have short attention spans and resent the pressure of endless agendas. Staffs need to ask themselves, "Has our agency ever really suffered, have catastrophes really occurred because an agenda was not completed at one meeting?" If the answer is yes, then the agenda arrangement would seem to be the problem. Avoid agenditis and put first things first.

     There is no right time to bring a new policy or new program to the board; it is always too early or too late. If a staff is considering a new venture and brings it to the board before it has been thought through and developed, the board will look puzzled, often become irritated and will request the chair to ask the staff to bring only those things to the board that it has worked through so as not to waste the board's time. If the staff does that and presents the board with a coherent new policy or activity -- one to which the staff has by then become terribly attached -- then the board will see itself as a rubber stamp board which is being presented with a fait accompli. A good board committee structure can help with preliminary reviews, particularly if there is an opportunity for the staff to bring "docket items" to the committee: these would include new or different issues that don't quite fit within past policies or programs but which have attracted the staff's attention as being important and possibly appropriate issues for the agency.

      It is a myth that boards make policies and staffs carry them out. If boards "make policy," they do it very badly unless the staff has been involved in the process from the beginning. Staff should be expected to initiate policy development, present it to the board, listen -- really listen -- to the board, revise the policies in response to the board or withdraw them and go back to the drawing board. Staffs must take the responsibility for proposing, delving into the board's mind and shepherding the policy-making process to final approval. If the board makes its own policy without staff involvement, the agency inevitably will have two policies: one -- the board's -- which the board believes the staff is carrying out, and the other -- the staff's --which the staff is actually carrying out.

      The two most important people in any nonprofit organization are the executive director or president and the board chair; if one or the other is weak, so probably is the organization. Strong executive directors often hope -- and conspire with the nominating committee to assure -- that the board's chair won't be "too" strong. Strong board chairs often hope -- and try to influence the search committee -- to find executive directors who are not going to grab all the power. The agency's best interest will be served, however, if strength on the board seeks countervailing strength on staff so that both the board and staff can feel and be powerful.

      By-Laws ought to be very general in nature; but they should always include a provision for rotation of board members. By-laws are boring; one certain way to lull a board into a stupor is to engage in the lengthy and annoying process of amending by-laws. To avoid doing this, by-laws ought to be written in very general, lay person terms. Nevertheless, one provision is essential if the agency is to be able to move ahead. Every board needs new blood just as much as it needs the opportunity to dispose of old-timers who have served their time. Regretably, there is no "nice" way to ask old-timers off the board, and no polite way for them to ask to get off the board without appearing to be unsupportive or in someway disapproving. If by-laws provide for a one mandatory year off the board after two terms of three years each -- or some such arrangement -- then the embarrassments can be avoided. If the board member is really valuable, the member can be renominated a year hence. The odds are, however, that simply won't happen. There are few, if any, indispensable board members.

      The most important board committee is the Nominating Committee. While it is often appointed at the last minute, just before the annual meeting and instructed to find "some good people," the Nominating Committee should be a permanent committee with year-long responsibilities. These responsibilities include development of a board profile which will graphically display the types of people needed on the board, given the board's purposes and goals over time. The board's needs would be described in terms of age, sex, race, experiences, qualities, skills, educational background, community representation, etc. Current board membership can then be matched with this graph, indicating where the gaps in membership are. The collection of names then begins, with open and frank discussion of each person in terms of the profile and what their references say -- not write -- about them. Are they people who are willing to commit time and effort to a board, do they have the talent to work well with others in a board situation, and are they interested in the work of this particular agency? The names of all those not nominated ought to be saved and reviewed again next year when the rotation process may well call for people with their talents. Finally, there ought to be a frank discussion with each candidate outlining the board's expectations of this person and eliciting the potential nominee's expectations and interests in serving on this board. If all are in agreement, it may be wise to draw up a contract between the organization and the board members so that mutual expectations are clear to all.

      A formal board orientation process is a necessary part of every board member's effective work. The chair and the executive director -- separately or together -- ought to meet with a new member to explain and clarify the work of the agency, to provide an overview of the organization's history and to find out about the board member's special skills and interests. New board members should be given board manuals/handbooks which include the articles of incorporation and by-laws, the most recent audit and recent financial reports, the minutes of the last several meetings and the most useful and descriptive program statements available to the organization. At the first board meeting for new board members, all board members -- starting with the older members -- might be asked to articulate why they decided to serve on this board; what attracts them to the organization and what role do they see themselves playing? While this may seem a bit contrived, it often reveals some surprising values, attachments and interests which can clarify and improve the quality of board meetings and board member participation.
      The principle of the last two points is that while a wise, careful selection process and a good orientation program are hard, they are a lot easier than trying to train a bad board so that it can become a good board.

      If a board is ineffective and feels itself to be powerless, there are two general reasons for this: a founder leader or a controlling Executive Committee. In the first instance, someone -- most often the founder leader -- is seen as being so strong, so competent and committed -- so much the owner -- that he or she will do everything needed to make the agency's work go forward. The board quickly figures out that what it forgets to do or simply doesn't do will be done by the leader. Tasks that the leader hands out are quickly handed back. Unless the leader is willing to risk failure or the dropping of some critical tasks, the board will probably never learn that it must work. If a strong leader can't let anything fail, that strong leader must know that s/he is the root cause of the board's sense of powerlessness.
      In the second instance, a strong Executive Committee can quickly become the governing board of an agency. The board members who are not members of the Executive Committee will then know themselves to be a rubber stamp. An Executive Committee ought to restrict itself to acting in true emergencies between board meetings and to the careful preparation of a useful and meaningful agenda for the board meetings.

     Boards do not raise money unless they raise it for themselves. Often executive directors or agency leaders make the statement that "my board doesn't raise money for my program." Board members, like most of us, do not raise money for something in which they are not invested, to which they are not committed, in which they are not involved and over which they do not have some authority and control. If boards perceive that the program belongs to a strong leader, they will expect that leader to raise the money for that program. Only as a strong leader is willing to relinquish power and authority to a board will the board begin to translate its sense of ownership into a sense of responsibility for finding the resources needed to keep the program going. Even then, the staff must remember that fund-raising is a staff as well as a board function. If you are the leader of an organization -- paid or unpaid -- you may need to spend 50% of your time doing fund-raising, both direct fund-raising and supporting the board in that work. The latter involves an enormous amount of time coaxing, guiding and stroking the board so that it feels supported in its fund-raising efforts and feels that it can be successful.

      In the nonprofit world there will always be some tension between the board and the staff. Board members need to remind themselves that this is the way it has been set up. A staff of skilled professional workers -- paid or unpaid -- must interact with a governing board which is most often volunteer and generalist in nature. The tension will be there. Unless the tension becomes destructive, unrelieved and unbearable, it is probably best to leave things be. In other words, be satisfied if things work reasonably well and remember the old adage, "If it ain't broke, don't fix it."

      The behavior of a board will be part a reflection of how the organization began, who began it and how the initial leader/leaders ran it. Obviously, the impact of a board's beginnings will be more profound and noticeable in an organization's early years; nevertheless, the initial dynamic may linger for years and profoundly affect the way a board operates. If the organization has been founded by one person who remains as chair of the board, then that organization is almost bound to have a strong, leading board from which the staff will take its cues and its sense of direction. If the founder becomes the staff director then the dynamic will be reversed and the board will be a following board. These dynamics will continue surely as long as the founders remain in their roles and perhaps well beyond as boards will often try to replicate old patterns of operation when choosing new leadership.

      A note of caution: These dynamics need not flow from some malevolent desire on the part of the founder to retain power or control. Often founders will honestly try to share power. But giving up and sharing power is one of the hardest tasks humans face and, moreover, boards often find great comfort in following a leader and do not want to have the authority or the responsibilities called for in the sharing of leadership.

      A board's behavior also reflects where the organization is in terms of its age and growth. At one extreme, an organizing board is usually small, its work is often ambiguous and thus very hard, frustrating in its lack of clarity, frequently very unrewarding, and usually not very prestigious. At the other extreme, a mature agency will have defined board and staff roles, staff leaders will normally be strong, the chair will also be strong, and the board will help raise funds for the organization. There will often be a strong Executive Committee which manages the agency's affairs, and the board is usually quite content as it is pleasant and prestigious to serve on a mature board with one's peers.

      A board's behavior will often be a reflection of a recent crisis or radical change. The loss of a strong leader -- particularly the founder -- will dramatically affect how the board works, often causing confusion and distress. A financial crisis will often cause the board to focus almost exclusively on issues of financial control and on financial reports, with substantive issues receiving little useful attention. A change in an agency's funding environment will often panic the agency and fund-raising may become a continuing and alarming focus for a board's work over a considerable period of time.
      These last three points simply emphasize the importance of knowing the history of the agency. Knowing how the agency was founded, understanding how it has grown and aged, and being aware of recent cataclysmic events will help explain a board's behavior for new board members.

      The Board of Directors, its strength, involvement and commitment is probably the most important determinant of whether the organization stays alive. Often the question arises, "Why bother spending so much time on building a good board of directors?" The simple answer is that a good board will probably make the difference between an agency dying when the strong leader leaves or going on beyond that loss.

      No board is like any other. To reiterate, this is the final and most important maxim, yet one easily forgotten by even the most experienced board member. We all want boards to act like and to be like the other boards we have served on, but while all boards have similar characteristics, the dynamic of each board is different. In most instances, the dynamic is appropriate and adequate for that board; one that has emerged naturally from its history. There is not, after all, one single correct relationship between a board and a staff. Although the one question most often asked in seminars about boards of directors is, "What is the appropriate relationship between the board and the staff?" there must be dozens of appropriate responses and relationships.

      When this paper is presented to the board and staff of an agency, both board and staff members will recognize the truth and value of most of the maxims, because of their experiences elsewhere, but they will question the applicability of the maxims to "our" agency. While people enjoy reading or hearing about general board behavior, they will often turn and ask, "Why is this material being presented to this board and staff?" Interesting, isn't it?