Governance as Leadership

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Governance as Leadership

• Putting the Theory into Action

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Give Credit where Credit is Due

• Governance as Leadership
• Reframing the Work of Nonprofit Boards
• By Richard Chait, William Ryan and Barbara Taylor
• Published in 2005 by John Wiley Sons, Inc
• Available from BoardSource, www.boardsource.org

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Where Have We Come From?

• Roberts Rules of Order
• Standing Committees mandated by Bylaws
• Committee Reports
• Orderly Discussion
• Minutes of Meeting (Be careful what you say!)
• Tradition rather than Action

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More History

• Yesterdays naïve nonprofit administrator has
  become todays sophisticated Executive Director
  or CEO
• Founders were often do-gooders with heart but
  not skill
• Boards now hire professionals
• Today, many nonprofit executives are not only
  leading their orgs, but actually governing them
  as well.

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Result?

• Many boards now function more and more like
  managers
• Resemble a diversified consulting firm
• Boards attend to routine, technical work that
  paid leaders have attempted to shed or limit
• Microgoverns while blind to governance as
  leadership

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How Would You Describe Your Board?
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What do Board Members Say?

• Why am I here?
• What difference do I make?
• Would they have noticed if I didnt attend today?

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Board Job Description

• Set mission and strategy and modify as needed
• Monitor org. performance and hold mgmt
  accountable
• Select, evaluate, support and, if necessary,
  replace the executive director
• Develop and conserve the organizations resources
  (funds and facilities)
• Bridge to community, advocate, build support

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Things a Board Must Do

• Approve changes to mission
• Approve changes to bylaws
• Approve annual budgets
• Accept audit or financial reports
• Elect board members and officers
• Approve significant purchases contracts
• Keep Minutes

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3 Stages of Board Evolution

• Fiduciary
• Strategic
• Generative

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Fiduciary

• In Fiduciary Mode-Boards are concerned primarily
  with the stewardship of tangible assets
• Duties of Loyalty and Care
• Prevent theft, waste, misuse of resources
• Ensure resources are deployed effectively and
  efficiently to advance mission
• Impact of Sarbanes-Oxley

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What do Board Meetings Look Like?

• Listen passively to reports and occasionally ask
  questions of mgmt
• Take turns speaking
• Parliamentary procedures control discussion
• Committee and board votes are mechanical
• Strategic work rarely happens
• Board members become bored spectators

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Oversight or Inquiry

• Can we afford it?
• Did we get a clean audit?
• Is the budget balanced?
• Is it legal?
• Is staff turnover reasonable?

• Whats the opportunity cost?
• What can we learn from the audit?
• Does the budget reflect our priorities?
• Is it ethical?
• Are we treating staff fairly and respectfully?

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Strategic

• In Strategic Mode- Boards create a strategic
  partnership with management
• Boards shift from conformance towards
  performance
• Perspective changes from inside out to outside
  in
• Org is susceptible to both internal and external
  influences

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The Plight of the Strategic Plan

• We need strategystrategic planning retreat
• Standing committee takes retreat results, adds
  6-8 months of work, produces draft plan
• We trust the committee so not much discussion or
  changes
• Plan is approved by board, everyone feels good
• Placed on shelf, rarely reviewed until next time
• The orgs strategic plan is neither strategic nor
  a plan

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What is Strategy?

• Michael Porter from Harvard Biz School says,
  strategic positioning means performing different
  activities from competitors or performing similar
  activities in different ways
• A badge of legitimacy
• Boards are better suited to think together rather
  than plan together to expand the essence of a
  great idea rather than figure out the details.

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Why dont Strategic Plans work?

• Plans without traction
• Plans without patterns
• Plans without strategies
• Ideas without input
• The pace of change
• Unforeseen outcomes

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Generative

• In Generative Mode- Boards provide a less
  recognized but critical source of leadership for
  the organization
• Strategy comes from insight, intuition, and
  improvisation
• Brilliant ideas, not brilliant plans, are the
  springboard for revolutionary strategies

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The Generative Board

• Board Structure
• Board and Committee Meetings
• Communication and Information
• Orientation

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Board structure is organized flexibly around org
priorities not rigidly around administrative
functions

• Suggested Task Forces
• Community Image
• Peer Institutions/organizational benchmarks
• Staff development
• Dashboards
• Technology
• Marketing
• Board Assessment

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Board and Committee Meetings

• Chair serves as facilitator
• Agenda is consent agenda
• Make sure the main thing is really the main
  thing
• Robust conversation-have we allocated enough
  time?
• Messy but productive
• Resembles more of retreat rather than board
  meeting

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Communication

• Task forces email info prior to board meeting
• Develop culture of preparation
• Dashboard key information and provide access to
  detail
• Call the questionstate what the main thing is
• Board meetings become critical discussion not
  rehash of task force meetings

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Old and New

• Mgmt defines issues
• Board structure follows admin structure
• Board meetings are process driven
• Function follows form
• Protocol rarely varies
• Staff transmits lots of info from few sources

• Board and mgmt think together
• Board structure reflects org priorities
• Board meetings are content driven
• Form follows function
• Protocol often varies
• Board and staff discuss key data from multiple
  sources

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What is the Process?

• Noticing Cues and Clues
• Choosing and Using Frames
• Thinking Retrospectively
• Sense Making

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Cues and Clues

• Same data means different things to different
  people
• Cues and clues shape the problems people see and
  strategies they develop
• Understand and utilize differences

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Frames

• Structural Frame-focus on rules, procedures
• Human Resource Frame-focus on fit between people
  and org
• Political Frame-focus on power, coalitions
• Symbolic Frame-focus on org culture, rituals,
  stories, myths

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Thinking Retro

• People make sense of the future by thinking about
  the past
• Emergent strategy entails discovery
• Deliberate strategy entails design
• The power to construct the past begets the power
  to shape the future
• Construct a dominant narrative

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Sense Making

• Cues/cluesframesretrosense
• Generative thinking is where goal setting and
  direction setting originate
• Board and staff grapple with the ambiguities and
  make sense together
• Meaning Matters-enables understanding and action
  in ambiguous environments

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Governance as Leadership
Fiduciary
Strategic
Generative
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Nirvana

• When trustees work well in all three modes, the
  board achieves governance as leadership
• All three types are equally important
• Goal is not busier boards but rather more
  effective governing

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Warnings

• Not every board member (or executive director) is
  comfortable with generative leadership
• Not every meeting may have a main thing
• Take time to celebrate and recognize
• Not every board chair is a good facilitator
• Meetings may not run on time
• This process can lead to stress, disagreement and
  resistance

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To consider

• Board Size
• Board Composition
• Term Limits

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Results

• Empowers the board to do meaningful work
• Engages the collective mind
• Enriches the boards work
• Enhances the boards value
• The Trifecta of Governance
• Indispensable to governing
• Valuable to the organization
• Satisfying to Trustees

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Thank You!

• Contact
• Kevin Maifeld
• Email maifeldk_at_seattleu.edu
• Phone [phone]
• www.seattleu.edu/artsci/mfa