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Social Change Training Manual
ROLES OF BOARDS AND OFFICE BEARERS
Presenter: Karen Alexander
How to have fun and an effective board
A board which works well can set the scene for the organisation to solve many, many common problems for groups from forward planning to financial crises. I believe it is worth a lot of effort to get a board working well and that the effort will be well and truly repaid.
The solutions are not found in these few pages. It is essential that the reader either read the Hudson book (or some other reference which has been recommended) or delegate someone, preferably someone on your board with some influence, to read it. Or get in some outside professional help. A piecemeal effort will only be frustrating.
Reforming, or getting a board to work effectively, may take two years.
Acknowledgment
Most of what is here has been taken from an excellent reference: Michael Hudson:
"Managing Without Profit". Penguin. GET IT! I've used it because it made sense of my own experience, it clarified issues in an excellent way, seemed practical and applicable to environment organisations in this country no matter what size. Good reading.
4.1 STRONG BOARDS ARE ESSENTIAL
Board membership used to be an honour. Today it is a demanding task requiring specific competencies and skills.
Strong boards are needed:
- To provide the organisation with security and continuity
- To hold the chief executive accountable
- To provide a long-term perspective
- To monitor overall performance.
4.2 THE ROLES OF AN EFFECTIVE BOARD AND EFFECTIVE BOARD MEMBER
- Governing the organisation.
- Provides accountability for the organisation
- Resolves tensions between different stakeholder groups
- Giving advice to management
Some boards, especially little committees of management of, for instance, an environment centre, may do far more than what is listed below. In fact, the board may be the same people as the people in the office, the volunteers, the unpaid staff etc.
If you are one of these then you have to be even more careful to be sure you put your board hat on when you are having your board or committee of management meeting and distinguishing this role from any of the others. Maybe you should have a board meeting on a separate night, or allocate the first hour of the monthly meeting, or maybe a well planned meeting longer meeting but only once a year. Whichever it is the following roles are just as important for a little group as a big group.
Some boards may be huge, up to 200 members. No matter what size your board, it needs to cover the following topics. The way the board does addresses the topics will vary: a large board will have to set up sub-committees and the board itself may only meet once a year. A small board doesn't have to do this and can meet more frequently.
The tasks of the Board will include:
1. Governing the organisation, and distinguishing this from management This would include the following tasks:
- Agree mission, objectives, approving the broad strategy for working towards these but not necessarily about developing them.
- Monitoring the organisation's performance against the agreed plans, but not necessarily providing the data which does this.
- Anticipates decisions: is aware of changing external environment and ensure organisation is geared up to respond to new circumstances but not necessarily doing the research to do this.
- Establishing processes for determining the organisation's strategy and monitoring its overall performance
- Seeing significant changes in funding environments and responding.
- Seeing significant changes in the size and needs of the beneficiary group or campaign priorities.
- Seeing the need to change the overall structure of the organisation or the senior management structure.
- Anticipating the succession for the Chair and CEO.
- Ensuring the organisation is well managed but not about managing it.
- Establishing broad policies/philosophy for the way the organisation should work eg financial policy, personnel policy and policies on ethical issues.
- Giving guidance about or deciding the overall allocation of resources but is less concerned with the precise numbers. (But someone needs to be!!)
- About taking responsibility for the organisation's performance, but not about meddling with the detail of the performance measurement system.
- Provide insight, wisdom, good judgement.
- The board shapes decisions rather than taking them.
- And does this in ways which move beyond setting abstract policies which are of little practical use.
2. The Board provides accountability for the organisation. It should be:
Being responsible for all the organisation's work but not doing it.
- For appointing high calibre CEO and reviewing: the CEO's contract and personal performance and, when necessary, replacement of an under-performing executive.
- Setting up the necessary reporting procedures to ensure it can discharge those responsibilities:
- Establishing performance measures for the organisation as a whole, monitoring against these;
- Ensuring financial security and ensuring there are effective financial management systems;
- Morally accountable to all the different stakeholder groups eg members, funders, regulatory bodies, general public. It is legally accountable to some.
3. The Board resolves tensions between different stakeholder groups
4. Boards are about giving advice to management but not telling them how to carry out their job.
- Staff have been appointed either by the board (eg CEO) or by CEO/other staff to do their job. If there are serious questions about their performance then a board member should talk to the Chair/president, or maybe the CEO about it, who will then act, or not act, on it depending on whether they think it is a problem. It is NOT the board member's role to manage the staff, you have delegated this role to the CEO.
- If the CEO is not performing then this is a role for the board but they need to consider: is the job description clear, has the CEO had a performance review, do the CEO need further training for the job, is this just a disagreement on the way things should be done, do you still essentially have faith in your CEO to do the job?
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4.3 TYPICAL WORK PROGRAM FOR A BOARD
- Defining the ideal size and composition of the board.
- Structuring committees and working groups to anticipate the future needs of
the organisation.
- Recruiting and inducting new members to meet present and future requirements.
- Ensuring board members are clear about the board's responsibilities and how they are discharged.
- Providing training and support to meet board members' needs.
- Determining its own agenda and priorities - board role, mission, objectives, major strategy, ethical issues, policy etc.
- Monitoring its own performance.
4.4 BOARD CHECK LIST:
- Is there a commonly understood role of the Board and its members? Has this been discussed/clarified with the current board and any new members? Is it clear to staff?
- Are they focusing their efforts sharply on those critical functions that no one else can discharge.
- Do they understand the difference between governance and management?
- Are they taking few decisions and understand their more sophisticated role?
- What is different as a result of the board's work? Has the board added value to the organisation?
- Or is it a significant drain on the staff who have to prepare for and attend meetings? Is the organisation getting value for money?
- Are they reviewing their role and performance at least annually?
4.5 BOARDS: FROM WHAT IS TO WHAT CAN BE
Each situation is different but the following are some ideas:
Attracting talented people:
- Talented board members are a scarce resource, so boards need to be energetic and systematic in searching for them.
- Procedures for recruiting and electing potential board members should be as rigorous as those for staff recruitment.
- The processes and priorities are different for elected, selected, appointed and self-perpetuating boards.
- Find a good Chair who understand the roles of boards or is at least committed to working it out with outside advice.
- Be very pro-active in seeking people who can fill the skills needed and understand the role of boards, meet them informally to explain what is expected. Preferably board members should do this.
- Clarify the role of the board - this will probably take some time and should be facilitated by an outsider who understands community organisations. Emphasise that the board member role is NOT the same as staff role, or, in campaigning organisations, it is NOT a campaigning role.
- Agree the balance of skills and representation required and prepare job descriptions.
- Expect people who stand for election to meet the criteria set out in the job description.
- Create a group of people who can work together as a team (could ask prospective members to attend as observers first for mutual assessment).
- For elected boards: details of expectations should be widely publicised, current skill gaps announced, existing members should seek out new people.
- Strengthen people's skills on appointment: induction, a mentor, attend training course, acclimatise themselves eg sit in on management meetings, read past papers, minutes, background.
- Develop and provide a 'corporate' history of the organisation, its ways of operating, achievements, problems, solutions which have been tried, personnel.
- Make appointments time-limited.
4.6 INCREASING BOARD EFFECTIVENESS
- Boards are surrounded by forces that lure them into ineffectiveness and which need to be resisted.
- CEOs may need help to learn how to manage board matters professionally.
- Effectiveness is the chair's responsibility, often discharged jointly with the CEO. Together they need to establish the right agendas, clarify the staff's role, work on their relationship with each other, ensure that the board reviews its own performance.
- Ensure agendas, whether prepared by staff or a board member, reflect what should be on a board agenda and what shouldn't - this reflects understanding or lack of it of board role. Get Chair and CEO to vet the items if necessary while role is clarified, or two people concerned about roles go through agenda ahead of time and recommend changes. The criteria include:
- Is this something only the board can deal with,
- Is it a fundamental issue for the organisation,
- Does it have policy implications, or should the staff (or 'me' under another hat) deal with it as part of their job description anyway?
A typical agenda might include:
- Specific achievements related to the mission in the last period;
- Overall allocation of resources to different sections of the organisation;
- New policies for development, review, adoption;
- Review of CEO contract/performance;
- New and emerging issues which the staff and/or board might need to address;
- Accountability indicators eg finances, morale, forward planning and whatever else has been nominated ;
- New board members, chair succession;
- Improvement of board procedures and info systems, performance;
- Fun, social side, getting to know board members/staff, induction of new board members
EXERCISE:
After reading the following you could check your board agenda over the last year for the 'board' items. Are any of the above items not there? Maybe there are things which you recognise now shouldn't be there at all.
- Resolve small number of critical issues rather than attempting to consider briefly a wide range of issues. Put these up front, do not leave till end just because they are big or time-consuming.
- Review the board performance annually at least: Against agreed list of responsibilities for governance for the work of the organisation, work of the board.
- Confirm members attendance.
- Identify areas for improvement.
- Agree package of actions needed to implement improvements and criteria for monitoring those.
TROUBLE SHOOTING
This list of topics came from a brainstorm of the workshops at the Adelaide training conference:
- Board members not accepting their roles.
- Does the board itself understand its role, can the Chair clarify, can the 'role of the board' be put on the agenda, can finance and time be allocated to this issue, can the person be removed.
- Pre-emptive - make sure advertising or board vacancies, new members being approached, are clear about the role with job description including evaluation.
- Wrong reasons for accepting role eg prestige.
- Lack of experience and/or training, not understanding of the roles.
- Staff understanding of role but board not accepting their direction.
- The board shouldn't 'take direction' from the staff, however, the board should be listening to the staff especially via the CEO.
- Staff should be sure it's not their own management eg 'problems' with the CEO, rather than a board problem they are concerned about. Staff should be operating through their CEO/Co-ordinator.
- The CEO and Chair should discuss the issue in a frank and constructive manner as possible. Get an outside facilitator/mediator if necessary.
- Staff/CEO could request a hearing from the board and gently point out what they think the organisation needs from its staff AND the board for there to be an effective partnership, or staff could be very up-front in its proposals.
- Be as constructive as possible on the way the board may fulfil its roles better, what that means for the organisation's capacity to achieve its goals better, and the need and status of the job to be done by board members. Note areas where staff can contribute to the solution.
- If talking of general problems then have specific examples.
- Members could be alerted to dilemmas.
- Change the board members via the appropriate process.
Frustration with a board which is not activist oriented.
- Has this non-activist role of the board been a board decision, an historical accident, or just because of who happens to be on the board now?
- Is it time to review the role of the board with a view to clarifying the mission and/or the style of the organisation? When was this last reviewed ?
- Is it to do with different perceptions of the how the organisation may achieve its objectives or carry out its mission?
- Has an issue arisen, or a contributing factor which has brought about the apparent division, which the board should have or needs to address? eg loss of funding, a campaign issue which is related to the mission of the organisation but not centrally.
- Clarify for yourself if it is just you and whether you are in or out of step with the style of the organisation. Are there other board members which feel the same, do staff feel some division too?
- Talk to the Chair and ensure that you are taken seriously eg about your role on the board, the role of the board and the style. Stress that you want to have this discussed at a board meeting but in a constructive way. Do not assume he/she is unsympathetic. For women, watch out for patronising male dismissals even if done nicely.
- Put this issue on the agenda for discussion and, if possible, a process which would help clarify and resolve the issue, and preferably with the Chair's support and at least someone else's.
- Use previously agreed positions to raise your questions, a process for resolution.
How to get the board to do some forward thinking
- This is not an easy task and very easily listed as an agenda item and not achieved. But it is definitely the board's role to do this. It could be a staff job to prepare for this and to do the work necessary for the board to do their forward thinking.
- Get board to clarify their role and timetable for carrying out priorities.
- Staff could stress their strong need for forward thinking, the expertise of the board to address the issues raised and to set priorities. And that the organisation needs to do this.
- Forward thinking is as much a process as a decision. Get advice on that process.
- For complex organisations with a diverse agenda eg ACF, it may take 6 months every 3 years.
EXERCISE TO HELP CLARIFY ROLES
The role swap game
This is a powerful exercise that board members and staff can undertake together to clarify roles. It takes less than an hour and be both illuminating and entertaining.
The board and senior management team meet together in one room. The board gathers at one end of the room and imagines that it is the staff. It has 20 minutes to address the question 'What do we expect of an effective board?'
The staff meet at the other end of the room and imagine that they are the board. They ask 'What do we expect of an effective senior management team?' The two groups then meet together and report on their deliberations for 20 minutes. The final 20 minutes should be spent on agreeing the changes that need to happen for each to meet the expectations of the other.
It is remarkable what high expectations can be established when one group stands in the shoes of the other.
This can also be done by one small group trying to come to grips with a problem which is related to board/staff roles. Brainstorm the above questions by pretending to be 'the staff', then 'the board'. Compare notes and see if any actions emerge.
Definitions
- The Board is used here as the generic term for that group of people legally responsible for the organisation. May be large, small, elected, self-appointed. May also be called Council (eg ACF), Committee of Management or just a bunch of bastards.
Chief executive, CEO, coordinator, unpaid but 'primary' person carrying out a lot of work of the organisation, or maybe a group of people collectively responsible to the board but they must still be accountable.
USEFUL REFERENCES
MANAGING ORGANISATIONS
Michael Hudson Managing Without Profit Penguin - Excellent guide to all aspects of running not-for-profits.
THE F'FB NETWORK
The Fun and 'effective Board Network was set up following the Adelaide Training Conference for environment organisations. It will .... well, it is in the process of working out its role. Contact is the author.
Karen Alexander
P.O. Box 309
Emerald, Vic 3782
Phone: 03 59684651
Email: kalexander@peg.apc.org
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