Embed Size (px)
Citation preview
Mary Byers, CAE, CSP
Mark Engle, DM, FASAE, CAE
Oct 14 – 15, 2021
Guiding Assumptions
• Boards can be similar in their excellence and different in their approaches to achieving it.
• Good boards can always be better.
• Boards may be reluctant to change.
• The tone at the top influences board performance.
• It’s not just about the right size or composition.
Workbook Page 1
(Numbers in lower right
corner)
Nonprofit
Organizations in
USA: 1.6 million
Average # of directors on a High
Performing Board:
15
• About 26 million persons serve on boards
• Training tends to be categorized as “on the job”
The World of NonprofitsWorkbook Page 2
Conception Infancy Adolescence Young Adult Adulthood
Stages in Association LifeWorkbook Page 2
Governance:What is it and what does it look like?
Workbook Page 2
Workbook Pages 3-6
What Makes Association Boards Unique
• Planned, frequent turnover
• Subject matter experts
• Peers, collegial relationships
• Lower risk; longer decision process
Workbook Page 7
Types of Boards
1. Those that ‘make things happen’
2. Those that ‘watch things happen’
3. Boards ‘to whom things happen’
4. Boards that ‘don’t know things are happening’
5. Boards that ‘keep things from happening’
Workbook Page 7
• Respect confidentiality
• Help us stick to the schedule
• Limit outside distractions
• Bring your own snacks
No workbook entry
What is the scope of your association or foundation?
State 8%National 31%International 61%
Are your primary members mostly:
Individuals 73%Companies or Institutions 15%Other 12%
Association Trends and
Emerging Governance Challenges
Value Proposition
Workbook Page 8
Specialization & Consolidation
Workbook Page 8
Generational Differences
Workbook Page 8
Technology
Workbook Page 8
Resources
Workbook Page 9
What Boards Must Do and Should Do
Ethics, Obligations and Accountability
What Boards Must Do
Duty of Care
Duty of Loyalty
Duty of Obedience
Workbook Page 10
What Boards Must Do
Duty of Care
Workbook Page 10
• Prepare and participate
• Exercise ordinary and reasonable care in the performance of duties
• Do what a prudent person would do after reasonable inquiry in a similar position under similar circumstances
• Be informed and protect confidential information
• Be faithful to the organization
• Put aside personal agendas
• Manage conflicts of interest, actual or apparent
• Act in good faith
• Be an ambassador
What Boards Must Do
Workbook Page 10
Duty of Loyalty
Conflicts of Interest (COI)• Are all about the PERCEPTIONS OF OTHERS• A COI occurs when an individual (particularly a board member) is involved in
multiple projects or interests, one or more of which could be perceived by others as the motivation for an act or decision in the other.
• The conflict in a conflict of interest exists as determined by the perception of others, not when the individual is actually influenced by the secondary interest.
• Goal• Identify them clearly• Decide how to deal with them
Workbook Page 11
Duty of Obedience
• Act consistently with the organization’s mission, purposes, articles of incorporation, bylaws, policies and procedures, and external laws
• Accept and abide by the board’s decisions, even if you voted against them
• Board of directors have the power to act only as a body of the whole; individual board members have no legal authority
What Boards Must Do
Workbook Page 11
What Boards Should Do
Make wise, consequential decisions
• Set direction• Provide oversight• Ensure and allocate
resources• Plan succession
Workbook Page 12
Vision
Mission
Strategic Domains
Goals & Strategies
Board Meeting Agendas
Set Direction
Values
Workbook Page 12
Provide Oversight
Program
•Confirm
•Monitor
•Evaluate
Finances
•Budget
•Statements
•Audit
• Investments
Risk Management
•Mitigation
•Compliance
•Cyber Security
•GDPR
•Continuity Plan
Safeguard Values
•Guard Organizational Values
•Culture & Civility
•Ethical Practices
•Social Media Policy
Evaluation of CEO
•Support
•Assess
•Compensate
Stewardship
Workbook Pages 12 & 13
Leadership Team Action Plan
• Section 1 Time: 15 Minutes
To improve our board’s understanding of the basic responsibilities and role of the board (What Boards “Must” and “Should” Do) we will take the following steps:
Drivers of Organizational Performance
“Boards curate strategy and embrace a culture driven by strong interpersonal relationships” Will Brown
“Foster a Board culture that promotes trust, teamwork, candor and constructive conflict.” Nancy Axelrod
“Team safety, which affects team performance, is a composite of trust, respect for each other‘s competence, and caring about each other as people.” Amy Edmonson
ConstrutiveConflictCandorTeamwork
Constructive Conflict
Candor
Teamwork
Trust
No workbook entry
Key Drivers of Decision-Quality
Improved
Decision Quality
Sufficient Timeand Process
Well-Managed
Conflict
Proper
Understanding
Workbook Page 14
Strategic Decision-Making Process
Governance
Workbook Page 15
• What are we going to do?
• Developed by board with staff input
• Usually covers 2-3 years
Strategic Plan
• How are we going to do it?
• Developed by staff internally with support from board
• Usually annual
Operational Plan
No workbook entry
No workbook entry
Strategic Plan
Committees
Task Forces
Chapters
Foundation
No workbook entry
Strategic Plan Should Support Alignment
Alignment
Ensures your budget, staffing and governance structure allows you to
succeed.
No workbook entry
If, When and How to Delegate Decision-Making Authority
High Urgency/
Low Importance
High Urgency/
High Importance
Low Urgency/
Low Importance
Low Urgency/
High Importance
Distraction
Low Value Strategic
Crisis
Workbook Page 15
High Functioning BoardsHigh Functioning Boards
Workbook Page 16
Assessing the Strengths and Needs of Your Board
Dysfunctions of a Board
1. Power Struggles
2. Vote-Counting Prior to Meeting
3. Lack of Civility and Respect
4. Board Micro-Management
5. Preoccupation with
Bylaws/Parliamentary Procedure
6. Open Board Meetings
7. Influence of PP’s
8. Respect for Fiduciary
Responsibilities
9. Focus of Negative Attention on the
Chair or CEO
10.Last Minute Proposals
11.Undermine Decisions/Personal
Agendas
12.Directors as “Representatives”
13.Rump Sessions
14.Apparent Authority
Adapted from some of our
favorite lawyers…
Workbook Page 17
Leadership Team Action PlanSection 2 a – d Time: 40 minutes
Using the following characteristics, evaluate your board.
Building an Effective Board/Staff Partnership
Board CEO
Shared LeadershipWorkbook Page 18
Two Elements/One Team
A key relationship with inherent tension
• Both parties exposed to member expectations
• Intersection of governance and management
• Board oversees chief executive’s work
• Requires respect for differences in roles, responsibilities, and personal/work styles
Workbook Page 19
What Esteemed
Board Chairs Do
Lead the Organization
Facilitate Board
Meetings
Participate in Board Meetings
Partner with the CEO
Protect Culture
Towards the organizational Vision
Openly and freely
With preparation
Consult each other
By confronting inappropriate behavior
Strategically Purposefully With opinions Support each other
Managing difficult conversations
Embracing Active Dissent
With timeliness
With votes Complement each other
By ensuring fiduciaries
By building trust and encouraging
With clarity of roles and goals
Without a personal agenda
Evaluate Ambassador
Workbook Page 19
CEO’s Role & Responsibilities
Executive Director Responsi
bilities
Advise & consult
with Board Chair
Budgets and
business plans
Staff
“Get the right
people on the bus.”
Structure &
continuity
Gover-nance
Represent the
organiza-tion
Foresight
Strategy
Workbook Page 20
Leadership Team Action Plan
• Section 3 a-e Time: 25 minutes
Mutual Expectations
Today’s Takeaways
• Come ready to learn and participate!
• 10:00 CDT, 11:00 EDT
Effective Leadership Development
What’s Your System?
Exercise
Workbook Page 22
Small Tasks
Greater Responsibility
Leadership
Organizational Knowledge
No workbook entry
Organizational Knowledge
Competency/
Experience
Multi -representational
Workbook Page 22
Themes
Role & Structure
of NomCom
Process
Competency
Diversity
Composition
Candidate Evaluation/ Selection
Election Methodology
Role of CEO/StaffCross-Cutting
Themes
Workbook Page 24
Leadership
Pipeline
Pipeline
Pipeline
No workbook entry
No workbook entry
Onboarding
“You get the behavior you expect.”
You also get the behavior you reward.
No workbook entry
Board Orientation: What to Include• Welcome and Introductions
• Governance & Management Structures, Responsibilities
• Membership Profile and Stats
• Strategic Plan
• Bylaws, Policies & Budget
• Transparency vs. Confidentiality
• Conflict of Interest
• Decision Making Processes
• Board Meeting Expectations
• Board Mentors/Buddies
Workbook Page 25
Board Handbook
Workbook Page 26
In the Chat Box:
What is something successful your association has done to
help orient new board members?
Workbook Page 27
Leadership Team Action Plan
• Section 4 a-b Time: 15 minutes
Identify ways to enhance how you recruit, orient or engage board members.
Capitalizing on Your Face-to-Face Board Meeting Time
Generative
Strategic
Operational
Workbook Page 28
Board Participation & Engagement
Obstacles to engagement:
• Groupthink• Pluralistic ignorance• Deferring to a charismatic leader• “Crickets”• Lack of preparedness• Lack of intellectual stimulation
Workbook Page 30
Engagement: Encouraging Critical
Dialogue1. Frame the issue
2. Identify key points/assumptions in proposing a recommendation
3. INDEPENDENTLY: Prepare a list of qualms
4. COLLECTIVELY: Divide qualms into cognitive and affective categories*
5. How likely/how important?
6. Construct talking points/communications strategy
7. Are we ready to make a decision?
8. Celebrate a wise, consequential decision
* The last shall be first.
Workbook Page 30
Virtual Board Meeting?OR
e-Strategy Session?
Do different names advance different behaviors?
Did we discover anything that challenged our values?
How will our industry/profession/community be impacted by the virus?
What major changes should we (the association) anticipate because of these changes?
What strategies are impacted; what resources need to be reallocated?
No workbook entry
Workbook Page 31
Leadership Team Action Plan
• Sections 5 & 6 Time: 20 minutes
To help make our board meetings more relevant and interesting, we will take the following steps:
To help our board use committees/task forces more strategically, we will take the following steps:
Driving Organizational Performance
“If you see the future, you get the future. If you see the past, you get the
past.”
Ed Barlow, Futurist
No workbook entry
Keep your board meetings focused on
strategy:
A.Techniques to do
B.Things to avoid
In the Chat box…
Workbook Page 32
When Adjustments are Necessary…Difficult Conversations
CEO
Staff
Board Chair
Board Member
Executive Committee
Board Chair
Board
Member
Workbook Page 33
Tools and Approaches for Assessments and Continuity
Board Performance: As a Whole
• Board Source/ASAE Benchmarking Survey
• Board Development Plan
• Strategic Plan Dashboard
• Board Meeting Evaluation
Workbook Page 34
A Board Member’s Responsibility
• Read and Understand Materials
• Determine ExpectationsPrepare
• Attend
• Participate (Constructive Inquiry)
• Respect OpinionsEngage
• * Fiduciate
• Support DecisionDecide
• Meet Deadlines/AssignmentsFollow Up
• Ambassador/AdvocateSupport
Workbook Page 35
Board Member Performance: Individual
• Self Reflection (interpersonal)
• Self Evaluation (shared)
• Evaluation of others (360 style)
• Exit Interviews
Workbook Page 36
CEO Performance Evaluation & Compensation
• Responsibility of Board Chair or designated committee
• Clarify goals for the defined term
• Establish process, tool to be used
• Set time, place and location of annual review
• Determine who has input, evaluates
• Identify who participates in the review session
• Ensure confidentiality is maintained
Workbook Page 36
Continuity Planning
Organizational
• Leading during disruptive times• Volunteer leadership
• Environmental causes
• Learning from the Past
Staff
• Short term
• Anticipated departure
• Unanticipated departure
Workbook Page 37
Programs & Services Evaluation
• Member Surveys
• Course and Conference Evaluations
• Customer Satisfaction
• Financial Metrics
• Other Key Performance Indicators
Workbook Page 37
Leadership Team Action Plan
• Section 7 & 8 Time: 20 minutes
Assessing Board Performance and CEO Evaluation
No workbook entry
What we know to be true:
• Your vision and mission set your direction
• Boards change as people come and go
• Evolving and strengthening your board can feel overwhelming but past
Exceptional Boards participants tell us it’s possible. We recommend
selecting two or three things to focus on first and to start there.
Leadership Team Action Plan
• Section 9
Which activities we’ve identified should have the highest priority?
Today’s Takeaways
Workbook Page 38
