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Put Your Board On A Diet

The Chronicle of Higher Education had a piece about the problems inherent to large board size on their website today (subscription required). While the article is about large boards in higher education, there are lessons to be learned.

Governance experts say such large boards dilute accountability and invariably allow a small group to seize control of an institution, leaving the remaining trustees on board merely to cut ribbons and big checks.

But it is easy to see why a college might want a big board. It is simpler to add trustees than to remove members who are no longer pulling their weight, and growth can be justified as an effort to broaden the diversity of opinions in a group. It is also true that there may be no better way to cultivate donors than to give them active policy-making roles at a college.

These two paragraphs appear to outline all the major problems faced by boards-lack of accountability, small number of people really in control, some members not engaged in the board functions and valuing board members pretty much solely for their fund raising capacity.

Obviously, these problems can plague boards of any size. In fact some of you may privately be wishing you were “cursed” by a larger board figuring if the ratio of valuable to problematic members stayed true, you would have enough useful people to accomplish something. But the problems and dysfunction can become more pronounced and harder to avoid as the group grows larger.

The article provides a number of examples where weak controls and oversight brought on by large board numbers were the source of financial and sports related scandals. While the article doesn’t draw a direct link, it occurred to me that having large numbers at a meeting means that certain people never get a chance to talk and therefore are never invested or feel responsible for the decisions being made.

Perhaps a small group of people on the executive board make the decisions or perhaps the feeling of personal accountability is diluted across numbers. As they say, no raindrop feels they are responsible for the flood. Either way, the environment can contribute to bad decisions being made.

Another contributing factor seemed to be a lack of board education. The article spent some time on anecdotes from various university presidents who discovered their boards really didn’t have a sense of the business of higher education. The schools embarked on efforts to make their boards more knowledgeable.

Recently when I read about board relations, the importance of educating boards about their governance and oversight responsibilities seems to be discussed with greater frequency. In fact, the idea that board members are fund raisers and need to “give, get or go” seems to have taken a back seat to the importance of boards contributing to good governance and planning.

Perhaps the conversation has turned in this direction as reaction to Sarbanes-Oxley or perhaps the non-profit sector has started to recognize the importance of the board to organizational leadership.

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70-10 Split Of Board Learning

I have been on a few board-staff retreats and have always been a little skeptical about whether any significant change will come from them. Admittedly, in some cases some small changes have followed the retreats which grew into larger initiatives. Big changes in governance were a little harder to achieve.

Debra Beck at the Laramie Board Learning Project provides some commentary on board learning that made sense to me. Board Retreats aren’t necessarily bad practice, but rather, as they say, needs to be part of your balanced breakfast erm, approach to board learning.

The faulty assumption is that boards can only learn if (a) they are called together for a formal training event and (b) that experience is led by an all-knowing instructor who will pour all of the “right” answers into their heads. When that is accomplished, poof. Our boards will miraculously get their act together, achieve some governance perfection, and stop holding us back.

It may sound good in theory, but there’s just one problem: not only is it not how most adults actually learn, it’s not even the way they learn best…
[…]

In an earlier “overheard” favorite links post, I referenced the 70:20:10 framework of learning, which draws on research about the role of informal adult learning. In a nutshell, the 70:20:10 model says that:

70 percent of what adults learn comes through experience and real-life situations, e.g., through project-based work, collaborating with others, trying new things, practicing more advanced skills, etc.

20 percent of what we learn comes through others, e.g., mentoring, debriefing, networking, discussion, and team tasks.

10 percent comes from formal learning events, e.g., workshops/training, e-learning, and games-based learning.

It probably won’t be too surprising to learn that Beck says boards only get better at governing when that 70% block is used to practice governance and directly observing the work of the organization.

The 20% learning from others doesn’t really involve consultants at board retreats. Rather, it involves having a mentor on the board or an opportunity to observe and discuss the processes the board uses to make decisions, including questions whether a diversity of viewpoints is represented.

It is the 10% portion that includes learning from expert sources including seminars/webinars, workshops, conferences, and of course, formal training for new board members about their responsibilities.

Debra Beck probably gets the percentages right. The hardest task to accomplish in obtaining a better board is getting all the members to work effectively and be engaged in the business of the organization. People may groan about board retreats, but it can be easier to get a fair number of people to attend than to  commit to implementing changes due to the perception (and hope) that things can be substantially fixed in the course of a few hours time rather than require the investment of many hours over the course of months and years .

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Info You Can Use: Federal Employees As Board Members

Well this one falls under the heading of, “I did not know that.” The Non Profit Quarterly reports that the Office of Government Ethics has proposed changing a rule that prohibited federal employees from serving as officers on a board without getting special permission.

I had no idea that federal employees faced that sort of restriction. I guess we either never approached a federal employees to be on the boards of the organizations at which I worked.

Actually, according to a link on the OGE’s website, until 1996 “a number of agencies had a practice of assigning employees to participate on the boards of directors of certain outside nonprofit organizations, where such service was deemed to further the statutory mission and/or personnel development interests of the agency.”

In 1996, the Department of Justice issued an opinion that a section of the US Code prohibited this type of activity. The restriction was based on concerns about board officers having fiduciary responsibilities that might conflict with the loyalty owed the United States.

But the Office of Government Ethics feels times are a changin’

“In an era when public-private partnerships are promoted as a positive way for government to achieve its objectives more efficiently, ethics officials find it difficult to explain and justify to agency employees why a waiver is required for official board services that have been determined by the agency to be proper,” OGE wrote. “The potential for a real conflict of interest is too remote or inconsequential to affect the integrity of an employee’s services under these circumstances.”

The comment period for the rule ended early this month. I wasn’t able to determine what the time line for the next phase of the rule making might be.

I don’t imagine non profits will line up outside federal buildings throwing their best come hither looks at employees when the OGE issues their final ruling. (Okay, I lie. I can imagine non profits lined up giving federal employees come hither looks. It is very amusing.) But if you have tried to recruit a federal employees before or have been thinking of doing so, the opportunity may present itself in the near future.

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Info You Can Use: So You Wanna Join A Board?

I believe I have covered the subject of considerations to make when joining a non-profit board before, but Emily Chan did a terrific entry on the topic on Non-Profit Law Blog this week. She links to the BoardSource page on this topic at the end, but she reminds us of additional things to think about.

Among her suggestions are to research on the organization you have been asked to join by reviewing the financials, bylaws, ensuring they have board liability and evaluating the personality dynamics on the board and their work process. Chan also mentions one of the areas I think is often overlooked–education. People who are familiar with boards on a basic level will know there are fiduciary and legal responsibilities to attend but may not really push to receive a thorough education in these areas and about the organization in general.

Education: Will you have the tools necessary to succeed at this organization?

Incoming directors at an organization may have different educational needs for creating the right environment to thrive on the board. Factors such as past board experience or work experience in the nonprofit sector can be useful in quickly adapting to a director role and executing those responsibilities. Likewise, an organization’s investment in or opportunity for board development and mentorship may be an important factor of an ideal work environment for individuals who are first-time directors or new to the nonprofit sector. For those seeking board education, a few topics to consider are:

* Orientation: What information will be covered? What are you expected to take away? What type of resources will be provided? Will you need more help or information after this?
* Training programs: Are they offered? If so, do they address the skills and areas you need the most help with? Are they pre-scheduled or provided as needed? Will you need more training and education down the road?
* Job description: What is being asked of you? Are your responsibilities and duties understandable and realistic? Can you fulfill this role?

I also really like Chan’s comments on how to evaluate the personality dynamics of the board, but I didn’t feel I could copy that much of her entry and offer so little original insight of my own. Obviously, the article can also serve as a guide for the materials, information and education non profits should be prepared to present to a potential board member so that a well informed decision is made.

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