In my earlier days as a governance consultant, it wasn’t unusual to come across a board where the Executive Director was reporting to the Board Chair. Perhaps it was a symptom of the growth in those organizations. Before there was an Executive Director, it was likely the board was doing double duty governing and providing operational services.
In those early consultations, boards were often intrigued to learn that the Executive Director shouldn’t report to the Chair, (although I do recall one Chair who was more miffed than intrigued)!
I haven’t come across that misunderstanding in quite some time. However, I have bumped into related issues.
Anyone who has worked with our team will recall that we advise boards to speak with one voice. Simply put, that means that a decision of the board, recorded in the minutes, is the board’s voice. For example, if a majority vote is the board’s decision threshold, a vote of 4 to 3 carries the same weight as a vote of 7 to 0. The conversation among board members leading up to any decision is not the board’s voice.
The board is the Executive Director’s boss. So, this one-voice principle is critical for delegating to the Executive Director.
A few years ago, I presented this information to the board and management of an organization. Everyone seemed to be on the same page with this idea. But then, just as we were concluding the session, I learned that the Executive Director was taking direction from the Board Chair’s interpretations of the board’s directives. And, even after agreeing that the board needed to speak with one voice and the board is the Executive Director’s boss, all participants still thought the Chair should interpret board directives for the Executive Director.
Startled that they didn’t seem to really grasp the relevant concepts, I asked why they felt the need for the Chair to interpret the board’s directives. In response, the Executive Director said: “I need just one boss!”
At first, I was perplexed. The board, operating as a whole, should be the Executive Director’s one boss, not the Chair. If the Executive Director is taking directions from the Chair, the Chair, de facto, becomes the Executive Director’s boss!
Upon reflection, I think I know where we tripped up.
It’s one thing to say that the board’s voice only arises in those decisions which are recorded in the board’s minutes and policies. But any directive is subject to interpretation. And Executive Directors are judged on how they interpret and apply board directives.
For some Executive Directors, this becomes a process of seeking interpretations which will please all board members, or at least those who are most likely to have strong opinions about how the board’s directives should be interpreted. I’ve witnessed Executive Director burnout as they tried to please directors on an ongoing basis.
For those cases, I’m not sure whether the board trained the Executive Director accordingly, or whether the Executive Director, eager to make a good impression early on, trained the board. Either way, the board is likely to lose a dedicated employee burdened by multiple and often conflicting expectations. That loss will be in spirit, if not in actual loss of its employee.
If the Executive Director referred to above had been exposed to those dynamics, no wonder he was more than happy for the Board Chair to run interference. If the Chair was interpreting the board’s directives for the Executive Director, it would be the Chair who had to defend those interpretations.
There is a better way.
Instead of expecting the Executive Director to interpret the board’s directives in a manner that aligns with how most board members would interpret them, require the Executive Director to use reasonable interpretations of the board’s directives.
The board should delegate the authority to the Executive Director to use any reasonable interpretation, not necessarily one that the majority of board members would prefer. Indeed, the interpretation could be different than any an individual board member prefers. But it must stand the test of reasonableness. Could a reasonably prudent person have made such an interpretation?
This is a game changer.
The Executive Director no longer has to read the minds of board members. Neither must she try to balance the preferences of some against differing preferences of others. And she need not defer to the preferences of the Board Chair.
Instead, the board will assess the Executive Director’s interpretation on the basis of reasonableness. Again: Could a reasonably prudent person have made such an interpretation?
Of course, some directives have room for more interpretations than others. So, this requires the board’s directives to be as specific as needed to the point that the board can accept any reasonable interpretation. No longer can the board pass off a directive without being clear on the wording (e.g., “We can’t put it into words right now, but the Executive Director knows what we mean!”)
In contrast, the board recognizes that it must be clear in its directives. Its words, which will be captured in the minutes and polices, matter. Words are the board’s tool for directing operations.
Is this a new-fangled concept? No. For decades, boards that use Policy Governance have applied this approach when creating their policies. When properly applied, it works brilliantly!
For more insight into how your board could apply this concept, contact us for a free, no obligation, Discovery Call.