Board Governance: The Good, the Bad, and the Ugly

By Craig Anderson, ESC Northern New England Consultant

When it comes to governing boards, there are the good, the bad, and the ugly.  Bad boards are complacent boards.  They meet on a regular schedule, most members show up, so that’s 80%, but they never do anything, or at least anything new.

A friend and I were recently talking about a bad board that we had been on together: “Let’s see,” Dan reflected, “since this is March, then let me recall, X, Y, and Z were on the agenda this month, right?”  “John brought up X.  Sandy wouldn’t let anybody forget about Y, and Pat is still whining about Z.”  Dan was right again.  A bad board:  tired, complacent, blind, stuck – a bored board!

Ugly boards are disengaged boards.  Attendance is spotty.  The last time anybody even thought about the agency’s work was the last time the board met, or maybe the time before that.  Disengaged boards are blithely unaware of challenges, threats, opportunities, or shortcomings.  They not only let staff run the operation, they are not even sure what the operation is, whether the books are balanced, or if services are being rendered, or what reputation the agency has in the community.  Ugly, disengaged boards make the evening news, when donors’ dollars are not spent on delivering services to wounded service members for example, but instead on lavish junkets and excessive salaries.  Show me a corrupt nonprofit, and I’ll show you an ugly board.

Is Your Board “Good”?

Now before we talk about good boards, let’s do a little reality check. How well would each member of your board answer these questions?

  • Why does your organization exist?  Would their descriptions be similar to each other? Would they match your published vision, mission and positioning?
  • There are many roles and responsibilities on a board, what specifically are yours?
  • What’s your organization’s current financial condition? What’s the prognosis?

What a Good Board Looks Like

A good board – and good board members – recognizes that they have been entrusted with the fate and well-being of their agency.  Responsibility for the purpose, direction and mission is theirs, no one else’s.  Oversight of staff performance and financial status belongs to them.  The agency’s reputation is theirs to promote and protect.

The boards of nonprofit organizations have legally defined, fiduciary responsibilities, just like those of a board of a local bank, school district, or library.  Into their hands has been placed the well-being of your organization.  Your board members need to be able to answer all of the questions above and a whole lot more.  A good board is neither complacent nor disengaged.

If they are not complacent, then they are asking questions and are eager to learn more.  They don’t accept explanations like “we’ve always done it that way before,” or “we’ve never done it that way before.”  Some of are old enough to remember the bumper sticker command, “Question authority.”  Yes, question authority, and tradition, and precedent.  The world is changing, it won’t stop to let you or your agency jump off.

Good boards also remember that it is not always healthy to be nice and just get along.  If your cause was easy to serve, you wouldn’t need your organization.  Some approaches work better than others.  Some are promising but untested.  Others have yet to emerge.  And your board cannot be of one mind about what constitutes best practices at the outset.  These are matters worth arguing about, fighting about even.

A good board is a diverse board, with a variety of skill sets and life experiences represented.  Many boards we work with are seriously questioning whether their group is diverse enough.  That’s worth debating.

One final characteristic by which good boards are measured is  fundraising.  Hank Rosso helped set up the School of Fundraising and Philanthropy at Indiana University.  In his estimation, when board members act as trustees, “they must be more than overseers, custodians, or casual advisors.  They manage resources in a responsible manner.  They are visionaries, spokespersons for the urgency of needs, advocates for the value of programs.”  And they are also fundraisers, because as stewards they recognize that “fundraising is at the heart of caring for and nurturing nonprofit institutions; essential to mission accomplishment.”  Fundraising then also distinguishes a good board from bad and ugly ones.

How Do You Get to Good?

All this begs a final question.  If yours is a bad or ugly board, what can you do about it?  Let’s begin with the most obvious step, but not necessarily the easiest, let’s begin with ourselves.

Board governance is shared.  Every member of a board is co-responsible for the board’s function and direction.  It’s easy to blame others; not so easy to speak directly and openly.  If your board is bad or ugly, what have you done, as an ED, to make your board better?

There are a host of things you can do.  First remember that nonprofit board members are volunteers.  Their attendance is neither paid nor required.  Quite simply they don’t have to be there!  Therefore, it is imperative for boards to function well.  Is there an agenda?  Is it well-organized?  Do meetings begin and end on time, and last no longer than 90 minutes or two hours?  Does every meeting end with a review of “who’s got the ball?” Which is to say, who has agreed to do what, by when?

Process and group dynamics must be attended to.  Explain to your board chair or convener that they must accept the role of gate-keeper and facilitator.  Artificial measures like using a “talking stick” passed from speaker to speaker can limit interruptions, and folks talking over one another, or not at all.  The rejoinder, “let’s give someone else a chance,” can help.  Ensure full participation by having each board member offer their input and opinion. Decide how to decide.  What steps are necessary?  Who needs to be consulted and have input?  What are the target dates for making a decision, implementing it, fulfilling it?

To facilitate fresh thinking and new perspectives, and avoid burn-out, do members serve stated, limited terms?  Is the board diverse, and possess a variety of skills and experience?  Is there a nominating committee?

Finally, how is destructive/disruptive behavior managed?  Too often, boards are bullied into poor decisions by those who speak last, loudest, and longest.  In extreme (though not necessarily uncommon) cases, it may be necessary to invoke the “one strike and you’re out” rule.

Some folks simply can’t, don’t, or won’t play nicely in the sandboxes of our organizations.  And since these organizations are comprised of individuals whose presence is voluntary, they must be spared the alarm and pain of destructive behaviors.  Bad behavior drives out good board members, and things get ugly.

Executive directors and board chairs will on occasion need to call for resignations.  Nominating committees can limit further harm and damage by not extending terms of service.  While extreme, bad behavior by one or more individuals must not be allowed to diminish what your organization contributes to the greater good.

ESC Can Help

These are the good, bad and ugly dimensions of board governance.  It ain’t always pretty, but it can get better, and you don’t have to go it alone.  ESC exists for no other reason than to assist you in your work as board members or directors of nonprofits across New England.  Call on us as companions along the road to offering more successful and effective services in your communities.