I recently observed a board meeting where the board discussed whether or not to renew a contract with one of the organization’s vendors. Clearly, a majority of board members and the Executive Director were frustrated by a perceived lack of responsiveness from this vendor, and alternatives had been explored. Inevitably, someone asked if a motion was in order to effect a change in vendors.
Sound familiar? Is this “business as usual” for any of the boards on which you may be serving? Assuming the board understands that it is the link between the operating organization and those who “invest” in the organization because of the difference it seeks to make, what is the board’s proper role in ensuring that difference is actually made?
Is it that of a “working board” which delves into the operations alongside or under the guidance of the Executive Director? Many board members (and Executive Directors) would say “yes” to this question; in fact, many board members agree to serve on a board because they believe in the organization’s mission and want to make a difference in their communities by doing “hands on” work to get the job done! And many Executive Directors see the board as a motivated (and free) resource to get the work done!
But is that the proper role of a board serving as the link between those who “invest” in the organization and the Executive Director who reports to the board? Is it the board’s job to manage the organization, to do the ongoing operational work of the organization, or to govern the organization? Dr. John Carver, who developed a comprehensive and integrated system of governing organizations, states that the “purpose of governance is to ensure, usually on behalf of others, that an organization achieves what it should achieve while avoiding those behaviors and situations that should be avoided.” (Carver, “Boards That Make a Difference”, Third Edition, 2006).
Clearly the board has a unique position in the organization, and that position requires it to govern. Whether or not some board members choose to serve in an operational capacity as volunteer workers in addition to their service on the board is beside the point. The point is that the board is legally and ethically obligated to govern! And board work is different from other types of volunteer work; board work is unique and singularly important work!
Governing in this context implies that the board has three primary job outputs:
- Connect with those who “invest” in the difference the organization seeks to make. Carver refers to these people as “owners”, and indeed it is very helpful for boards to recognize their authority is derived from a group outside itself and that the board is accountable to those “owners.” The board should have an attitude of servant-leadership. Specifically, your board should explore the values of these “owners”; what do they value in terms of a) the benefits to be provided by the organization, b) those who should receive the benefits, and c) the worth to produce those benefits for those beneficiaries or the relative importance of each? Does your board connect with those who are “investing” in it? This is a key way the board, consisting of servant-leaders, develops strategic insight into the difference the organization should be making!
- Develop and maintain the written policies that govern the organization. These are not operational policies. Instead, these policies primarily delineate what the organization is to achieve and what imprudent or unethical behaviors and situations should be avoided. Consequently, this policy work is both fundamentally strategic (identifying the difference the organization should be making in people’s lives) and also ensures the board fulfills its fiduciary responsibilities (ensuring the difference is made in ways that are neither imprudent nor unethical).
- Ensure that the organization achieves what the board, as the informed agent of the “owners” of the organization, has stated should be achieved. This monitoring function provides the necessary feedback to the board that what has been delegated is in fact being achieved as intended.
So the next time you are in a board meeting and someone makes a motion to “get something done”, ask yourself and the board, “Are we governing or managing? What should be our role as the board?” That may lead to a very enlightening dialogue and perhaps the start of a strategic governing mindset!
Make a real strategic difference: Stop managing and start governing!