Why Don't Boards Spend Time Discussing their Own Performance?

Before I walk into a Board meeting to facilitate a discussion on governance, I conduct a survey of Board members. While the overall responses to the questions vary by organization (which helps me focus attention on items of priority), too often I discover that very little time is actually spent by the Board on its overall performance, and how it might be improved.

Which begs the question: if the Board doesn't spend time consider ways to improve their performance, who does? Answer: no one!

In my view, every Board, at least annually, should:

• Conduct a performance evaluation of the Board as a whole
• Conduct peer-to-peer evaluations of individual Board members
• Consider the competencies it needs at the Board table, assess those competencies against those possessed by current Board members, identify where gaps exist, and consider ways (future recruitment, professional development) to eliminate those gaps
• Have open and candid discussion about Board meetings: the agenda (are the right things on it, are important issues given ample time); frequency and format of meetings; etc.

These are important matters. Left unadressed, a Board risks a lot: inertia is the first thing that comes to mind.

The REAL Job of the Board Chair

It may well be that misinterpretation of the role and responsibilities that fall to the Chief Elected Officer (i.e. the Chair of the Board) lies at the heart of many stressful relationships between a Board and their Chief Staff Officer (Executive Director, CEO). And again, let me state at the outset: I have little doubt those who rise to and eventually serve as Chief Elected Officer almost always have the best of intentions. They are no doubt committed to the organization's cause and mission, and have served as a dedicated volunteer for years before assuming the role of Board Chair.

But here is how I define the role of Board Chair:

The job of the Board Chair is to manage the activities of the Board not the activities of the organization!

So, what are the Chair's job outputs? The Chair should focus on building Board agendas that are chock full of issues that the Board should address (trends, strategies, policy development and monitoring). The Chair should ensure Board committees are following through with their work. The Chair should focus on issues related to Board performance (i.e. professional development needs, Board composition).

I frequently come into contact with Board Chair's who view their job as managing the Chief Staff Officer. That's not the Chair's job - that's the Board's job! The Board as a whole determines organizational priorities and hold the Chief Staff Officer accountable for outcomes and complaince with Board policy - this is what Board meetings are for.

Every Board needs to put into place a job description for the Chair that makes this distinction abundently clear. I often wonder, when I meet a Board Chair intent on "minding the store", precisely who is minding the Board. Sadly, I almost often come to the conclusion that the answer is no one.

Two Questions Boards Should Ponder

I'm preoccupied with thoughts of a workshop I'm doing next week for an organization that has no documented governing policy, no strategic plan, and no collective Board vision for the organization.

It's clear from discussions I've had with some members of the Board that they care deeply about their organization. Sadly, the problems facing the organization today are predictable given the lack of policy and strategic goals, both of which are clearly Board responsibilities. Yet again, a Board that hasn't been governing, because they don't understand what governance entails. Sadly, I come across this circumstance too often - bright and capable individuals who arrive at a Board table with a sincere desire to do the right thing, but failing because at no time were they actually taught how to govern.

I've drafted two critical questions to advance to the Board at the session, questions I think every Board without governing policy and strategic goals should ask themselves.

1. Can an Executive Director/CEO truly demonstrate success to the Board if the Board has not made it clear from the start what success will look like?
2. Is it realistic to expect an Executive Director/CEO to satisfy the particular needs of individual Board members, each of whom may have a different idea of what success will look like?

I'm really looking forward to the discussion that will (hopefully) result when I raise these questions. If any of you ever advance them to your Board, I've love to hear what resulted from the discussion that followed.

Turning Board Members into True Leaders

My thoughts today seem to be preoccupied by the many associations struggling to find real leaders among their membership to sit on the Board of Directors. Not once, but three times this week, I've listened as association leaders spoke of the difficulties their organizations are having finding individuals with solid leadership skills to sit on their Board.

Many reference the exodus of the boomers and the differing motivations of Gen X and Y (often characterized as "what's in it for me"). The challenge is compounded when the members of an association are not, by their nature, leaders in their own right.

What's the answer? Well, for me it comes down to dedicating time and resources (through a professional development budget item for the Board) to giving Board members the leadership skills they truly need to govern their association. Building a 45-minute to one-hour training session into every Board meeting agenda makes sense. As does marketing the opportunity to develop leadership skills to the younger generation in response to their "what's in in for me" response to the volunteer "ask".

It astounds me that many not-for-profit organizations fail to budget for Board professional development. The Board needs leaders. If you can't find them, you'll need to develop them. It's a must.

Board Members MUST Think Future

Some Board members are, simply put, incapable of thinking long term and strategically. Those who cling to the past and those who can’t cope with change are in the wrong place. The Board is for leaders – leaders think future, focus on trends, thus ensuring their organizations remain vital and worthy of stakeholder support. The doers, quite frankly, are better off on committees.

In workshops or discussions I have with individuals in the not-for-profit sector, I often refer to a fictional association of widget-makers. In their daily work, they are doers. When they get to the Board table, unless told otherwise in orientation and in a well thought out recruitment process, they assume they are at the Board table to also be a doer. They are not. Their task is now to lead, not do. And therein lies the core of the problem in many associations. I keep coming back to one statement with client Boards time and again: as a society we have too often assumed that governance is somehow instinctive. Widget-maker or brain surgeon, if one is not taught how to govern, one will not govern. Governance is NOT instinctive. Governance must be learned.

And in most organizations, the Chief Staff Officer (CSO), who lives and breathes the organization all day, every day, often has a better grasp of what the real issues are than the Board does. My approach, when I served as as CSO, was to constantly place information on internal and external trends in front of the Board – they need it to do their job. In most instances I was lucky - my Board had the courage to make the tough decisions – they understood through education and orientation what their job was, and they did it.

But in too many associations, the Board gets scared – they are too afraid to deal with challenging situations, or are simply reluctant to change old ways of doing things. Eventually the CSO, with the best of intentions, fills the governance void – s/he just decides to take action – does what s/he can to address the issues and keep the organization afloat and relevant to members and stakeholders.

At some point, a Board with a CSO who is filling the governance void will come to view the CSO as taking liberties and working beyond their comfort level – that’s when the axe falls. The CSO simply can’t win. The only way a CSO can truly win is if the Board actually does their job - determines strategic goals, establishes policies, and monitors CSO compliance with those policies. A CSO can't demonstrate success if the Board isn't clear about what it wants the CSO to build and within what policy framework.

Is it a Board Committee or a Staff Committee?

Every not-for-profit organization, at one time, was run entirely by volunteers. When they gain enough support, they hire staff. At that point, things must change - too often, the Board continues working as they used to, holding frequent meetings and delegating tasks to the employee(s) at each meeting. Role confusion results.

I frequently work with not-for-profit Boards who continue to appoint members to committees that are clearly operational in nature. As an example, let's refer to a Conference Committee, often formed to help determine appropriate content and format for the organization's annual meeting and convention.

If the Board has approved a budget, and has policies in place that guide the Chief Staff Officer (CSO) on a daily basis, it is the CSO who should determine if a committee is required to help achieve a specific operational goal, and if so, who s/he wants to approach to sit on that committee. Such a committee is a staff committee, not a Board committee. The Board has already instructed the CSO to develop and deliver a service (the conference) that is responsive to stakeholder needs, and achieve budget targets. If the Board goes beyond that and says, "You must work with these particular people and implement their suggestions", they simply cannot hold the CSO accountable for the outcome.

The Board, naturally, appoints members to committees that are established to help the Board do its job - examples might be the Governance or Board Developement Committee, or the Nominating Committee. Going beyond that compromises the ability of the Board to fairly and objectively hold the CSO accountable for organizational outcomes. If the CSO needs a committee to help achieve an operational goal, it's up to them to establish that committee, and that committee is accountable to the CSO (or a staff member to whom the CSO delegates that task).

Monitoring Compliance with Board Policy

Over the past years there has evolved a greater understanding by Boards of the importance and value of policy. It appears as if Boards have spent considerable time establishing policy. But too often, they fail miserably when it comes to the other part of that task: monitoring compliance with that policy.

It takes a lot of work to establish the rules (policy). But what I’m witnessing more often than not are those rules being placed on a shelf to gather dust (much like strategic plans used to do). What good are rules if you don’t monitor compliance with them? Is a Board truly discharging its responsibility for effective management of the organization by simply trusting that the Chief Staff Officer (CEO, Executive Director) is complying with that policy? Frankly, I don’t think so!

Every policy that compels the Chief Staff Officer to do (or not to do) something needs to be monitored. Each policy should be discussed by the Board to determine what information they need to satisfy themselves that the policy is indeed being complied with, and how frequently they require that assurance.

And I also suggest that when the compliance information is advanced to the Board, that the Board also discuss and consider whether the policy needs to be amended based on changing needs or circumstances. This ensures that policy will always be “top of mind”, and certainly provides great information and orientation to new members of the Board. Both are important.

How often are your policies on your agenda?

An all too frequent scenario: a Board invests significant time and effort to establish a wide range of governance policies, covering issues related to the role of the Board and the role of the Chief Staff Officer, and setting out limitations on the authority of the Chief Staff Officer. The policies then get plunked into a Board manual, and are handed out to existing and new Board members. Thus far, good stuff!

But what happens all too often after that is: nothing! The policies are rarely if ever discussed, and the Board, as a consequence, goes bad to old habits.

What a shame. All that work and effort for what?

Here's what needs to happen. If the organization has, let's say, thirty (30) policies in place and meets six (6) times each year, five (5) of those policies should be on each Board agenda. What to discuss? With each policy, the Board should ask itself these questions:

• Does the policy still satisfy our needs?


• With regard to policies that place limitations on the authority of the Chief Staff Officer, are we receiving adequate information that allows us to satisfy ourselves that the policy is indeed being complied with?


• Is the policy clear to everyone to whom it applies (all Board members and the Chief Staff Officer)?

Policy discussion at each Board meeting reinforces that the Board governs through its policy-making function - this is a critical step in the orientation of new Board members. They must be given adequate opportunity to learn how a Board governs, and they must be afforded opportunity to question the intent and or appropriateness of every policy that exists.

I also find it odd that Board Chairs rarely re-focus the Board back to discussion about policies. When Board members wade into operational discussion (and this, as we all know, happens frequently) the Chair needs to bring discussion back to existing Board policy. The Chair needs to ask the Board member(s) what their real concerns are, and bring them back to discussing the Board policy that governs that particular issue. The question to the Board member needs to be, "What amendment would you propose to the existing policy to satisfy your concern, or what new policy needs to be established"?

Governing in this manner way can eliminate Board discussion on the same or a similar matter year after year - establish policy that governs those circumstances, and you won't have to have the same discussion again. Then you can focus most of your time on your other important task: focusing on the future.

Removing Board Members for Cause

Bill C-4, Canada Not-for-Profit Corporations Act, if passed into law, contains a provision regarding removal of Directors. The provision gives members the right to remove a Director from office before the end of his/her term of office by way of a resolution voted on at a Special Meeting. The Bill also provides that if any class or group of members has an exclusive right to elect a Director, only a resolution by that same class or group has the power to remove that Director from office. In other words, if a particular Chapter/Zone/Branch has the authority to elect a Director, only a resolution by that group can remove that Director.

In principal I agree with the provision. But here is a scenario I often come across. A Chapter elects a Director to serve on the Board - that Director, however, does not arrive at meetings prepared, does not actively participate in discussion and debate at meetings, does not respond to requests for input between meetings, and does not follow through on things s/he has committed to do for the organization.

The Board as a whole conducts evaluations of each other on an annual basis - the results of the evaluations are compiled and are provided to the individual Directors as well as the Chair of the Board. The Chair meets and discusses the evaluations with each individual Director, encouraging those with less than positive evaluations to take a greater interest in the organization and their job as a Director. But since the Chair and the Board itself doesn't nominate members for the Board, they see themselves as being "stuck" with the ineffective Board member, who often times is reelected to the Board by their Chapter constituents.

This does nothing to serve the organization as a whole, or the Chapter - neither is being well served in this scenario.

Here's a thought. If an organization is actually taking the time to evaluate the performance of each individual Board member, why not, in the interest of transparency and accountability, establish a Board policy that requires the publication of the resulting annual evaluations for all members to see? Wouldn't that ensure that members of the groups or classes who elect representatives to the Board at least have access to the thoughts of all other Board members (who are the only real witnesses to ongoing performance) on that particular member?

It seems absurd to put time and effort into evaluation of Board member performance (which I believe is critical) but not have the results of that effort influence the selection of future Board members. Thoughts?

Tough Time Finding Board Members?

A recent comment from Kim in an earlier post rasies the issue of the difficulty some not-for-profit organizations have finding people to serve on the Board. Coincidentally, I am currently working with an association Board who cites that same problem. But here is what I found:

• the Board spends no time on Board renewal - in other words, no work is done in the field to promote Board service and the benefits that accrue to those who volunteer (i.e. developing governance and leadership skills).
• the Board has not examined the way they conduct their business to see if changes could be made to make the time commitment and workload required of Board members more managable (i.e. by establishing Board committees, or using technology to communicate and make decisions through, for example, teleconferencing).
• the Board has no strategic plan (although that is now in process) that contains a compelling vision that inspires members and increases their interest in contributing to the future of their association.

To those association Boards who find themselves in a constant battle to find "warm bodies" to serve as Board members, I say this: spend time at your next Board meeting asking yourselves why this is so. The status quo is not your only option. The amount of success a Board has finding competent and committed Board members is often tied to the amount of time the Board spends on Board successsion planning.

Every Board should establish a policy that compels the Board Chair to conduct an exit interview with every parting Board member to find out why they no longer wish to serve and how their experience as a Board member could have been improved. The results of those interviews should be shared with the entire Board - they will fuel this very important discussion on an ongoing basis.

Dealing with Difficult Board Members

It happens. Every once in a while there will be one Board member who is a thorn in everyone's side. It may be that they don't participate in discussion and debate and after leaving the meeting tell everyone they disagree with the Board's actions. Perhaps they continually come to meetings unprepared - I can't tell you how often I've seen Board members arrive at the meeting and pull out and then open the envelope that was mailed to them two weeks beforehand. Or how about those Board members who say they are going to do something but never do? Or, those who repeatedly fail to respond to requests for input into important issues?

Here's the thing. The Board doesn't have to accept such behaviour. In fact, it shouldn't. To simply ignore bad behaviour sends a message to everyone else that such behaviour is condoned. It suggests that the work isn't important or doesn't matter. Those are awful messages to send.

What do you expect of members of your Board? I suspect, at minimum, you want them to:

• come prepared;
• contribute to discussion and debate;
• listen and consider the views of others;
• honour commitments they make to the Board;
• respect confidentiality when it is required;
• support Board decisions; and
• actually attend meetings.

By no means is the above list a comprehensive one, but it is a good starting point for full Board discussion that leads to the establishment of a documented policy on Board member performance expectations or code of conduct.

Once you have listed your expectations, take your policy one step further. Document what will happen when and if a Board member breaches the policy. If this step is not documented in the policy, it becomes more likely that breaches will continue to be ignored. A documented policy that says, for example, that the Board Chair shall have a discussion with a Board member who breaches the policy, increases the likelihood that such a discussion will actually take place. Taking it further, by then compelling the Board Chair to provide a report to the Nominating Committee on the nature of that discussion, will increase the likelihood that the offender's name will not be on the list of proposed nominees for the Board the following year.

I acknowledge that it is indeed difficult to discuss performance issues with someone. Without a policy to guide what happens in such cases, nothing will likely take place. That's not serving the Board, or the not-for-profit organization. Doing nothing is simply not an option.

Have Executive Committees Run Amok?

Practically every set of not-for-profit or association bylaws contains a provision that establishes an Executive Committee of the Board. They are often comprised of the current Board Chair, the past Chair, the Vice Chair and the Board's Secretary-Treasurer. Too often, the bylaws don't go any further than this - they simply state there shall be an Executive Committee, but don't say what role or responsibilities will fall to it.

And the Executive Committee, with nothing to guide it, decides on its own what role it will play. It often meets before the full Board, and reviews and discusses the entire Board agenda. When the Board meeting takes place, the Chair will often precede discussion on a certain agenda item with, "The Executive Committee discussed this in detail yesterday, and we recommend.........".

What this does is three things. First, it makes Board members feel like second-class citizens - many are likely questioning why they are on the Board if the Executive Committee is doing all of the work and essentially driving all decisions. Secondly, members of the Board often take the easy way out, rather than deal with issues and make decisions that truly fall to them, by deferring a matter to the Executive Committee. And finally, members of the Executive Committee are essentially holding the same meeting twice - once on their own, and once with the full Board. Is this an effective use of their time, and that of the Chief Staff Officer who likely also attends both meetings? I don't think so.

If the bylaws fail to address the role of the Executive Committee, the full Board should discuss this issue with a view to establishing documented terms of reference.

I wonder sometimes if Executive Committees, because they are referred to in the bylaws, have, with the best of intentions, determined on their own what their job should be. For me, the key driver should be ensuring that they don't do work that rightfully belongs with the full Board of Directors - after all, the full Board is responsible for the effective management of the organization, not the Executive Committee. And, the full Board needs to truly "own" the policies and priorities it establishes - full discussion and debate will do a long way toward that worthy objective.

Sandi L. Humphrey, CAE

The Micro-Management Syndrome

If you asked association Chief Staff Officers (Executive Directors, General Managers, CEOs) what one thing a Board does that drives them bonkers, I guarantee a huge majority would respond with "micro-management".

But over the years, as I have pressed further when this assertion arises, I often find that the Chief Staff Officer is actually inviting Board interference into operational matters by virtue of the type of information they include on the Board agenda.

The Board agenda should be chock full of information it needs to govern, not information the staff needs to manage. There is a distinct difference between the two.

If a Board is truly governing, it has policies in place to guide the Chief Staff Officer in day-to-day operations. It also has in place a comprehensive strategic plan that guides operational priorities for organizational outcomes. With these two critical pieces in place, Board agendas should include reports from the Chief Staff Officer that do two things: provides evidence of compliance with with Board policies, and, updates the Board on the status of the goals and priorities outlined in the strategic plan. These two types of reports and discussion should be at the top of every Board agenda.

Where I often see a void, however, is a Board not making it clear to the Chief Staff Officer what types of information it expects to be provided with on an ongoing basis. A "Board Information Needs" policy makes huge sense - after all, if you haven't made your needs clear, how can you hold someone accountable for filling those needs?

A Board Information Policy should compel the Chief Staff Officer to provide the Board, at minimum, with:

• an update on the status of the goals and strategies in the strategic plan
• reports on compliance with Board policies (based on a frequency determined by the Board for each individual policy)
• information on internal or external trends that may impact the organization and perhaps compel the Board to revise or re-prioritize their goals and strategies
• member or stakeholder issues or concerns
• information and articles on governance that might help the Board improve their performance

Boards should ask themselves what type of information they need to do their job, how frequently they need it, and in what form. Responding to these important questions in the form of a Board policy on information needs is one of many steps that not-for-profits can take to reduce micro-management and help the Board assume its governance responsibility.

Sandi L. Humphrey, CAE

The Nominating Committee: Too often a disappointment

A large majority of not-for-profit and association by-laws contain a provision requiring the establishment of a Nominating Committee each year, almost always under the leadership of the Past Chair of the Board. The responsibility of the Nominating Committee is usually limited to preparing a slate of candidates for nomination to the Board of Directors for the coming year.

Too often, here's what happens. A few months before the Annual General Meeting, the Chief Staff Officer (Executive Director or CEO) reminds the Past Chair that the AGM is coming and that a slate needs to be prepared. And too often, the Past Chair simply asks existing members of the Board if they wish to continue to serve - if they all say yes, s/he heaves a huge sigh of relief - job done!

Is this approach to board renewal serving the organization? I think not. I am pleased to see a trend toward the establishment of a Board Development Committee, a standing committee of the Board that takes on the following responsibilities:

• Assesses the competencies required on the Board against those competencies possessed by existing members, thereby identifying a competency gap to guide recruitment efforts
• Ensures that at least once per year, the Board evaluates the performance of the Board as a whole as well as individual Board members
• Identifies training and information needs of Board members and plans to fill those needs
• Considers recruitment of future Board members an ongoing activity and recruits, recruits, recruits!

The capacity of the Board to govern is critical to the success of any not-for-profit organization or association. Ask yourself this. If the Board doesn't work on its own future capacity, who will?

Sandi L. Humphrey, CAE

The 4 Critical Responsibilities of the Board

It would be helpful for this blog to include a list of critical Board responsibilities. Over the years I have tweaked what follows. The goal was to develop a short and sweet list that would be clearly understood by both Boards and not-for-profit staff. Here we go.

1. Determine "what" the organization will do (i.e. focus on the future).
2. Establish policies (the rules) that clearly define who does what, and hold people accountable for complying with those policies.
3. Recruit, hire and monitor the performance of the Chief Staff Officer (Executive Director, General Manager, President or CEO).
4. Focus on Board renewal (recruit, evaluate and monitor the performance of the Board as a whole and individual Board members).

We'll explore each of these elements in the coming weeks.

Should the Board simply TRUST that all is well?

I had a very interesting discussion recently with a professional association's Executive Director (the chief staff officer). The association was having difficulty retrieving some important association documents from a member of their Board.



My first question was, "Why is a Board member in possession of the documents in the first place?" I was informed that in response to some difficulties with previous employees of the organization, the Board decided to have a Board member hold onto them -- someone they trusted. Clearly, that didn't work for them, did it.



This whole issue comes down to the Board's responsibility to ensure effective management. And, in my view, ensuring effective management simply can't be limited to identifying someone in whom the Board feels comfortable placing their trust.



Simply trusting that something (the right thing) will be done has burned more Boards than I could possibly identify if I blogged every day for the rest of my life. Trust is nice, but it provides little or no protection.



The failure here is that the Board has no policies in place to guide the both the staff and the Board on their financial management and administration activities. And I say Executive Director, because administration is a staff job, not the job of the Board. Policies are the rules - the Board needs to make the rules clear, then monitor the Executive Director's compliance with those rules. That is how they can ensure effective management of the association. Setting the rules (policies) and monitoring compliance with those rules is a critical governance responsibility that too often is overlooked - the failure of corporate, private, public and not-for-profit sector organizations can often be tied to this critical omission.



Sandi L. Humphrey, CAE

sandi@sandihumphrey.com