Thursday, July 5, 2012

Trivia in the Boardroom: Games Boards Play

By Neil Bohnert

A selection from Origami in the Boardroom and Other Misadventures in Nonprofit Governance©

The board was wading through a long, arduous agenda with the usual assortment of issues—and the usual tedium and tangents.  One item, a proposal to launch a public relations effort with a budget of about $12,000, had consumed nearly 50 minutes of the meeting while everyone voiced his or her opinion and experience in such matters.  One member held the board captive while he explained “how things used to be”.  Finally, the board voted to approve the project. 

The next item was a $15 million capital expansion project involving a bond issue, bond counsel, project directors, and a host of consultants and engineers.  A motion was made and seconded. The chairman called for discussion.  One member asked for a clarification on the role of the special counsel.  Then, a call for the vote was heard.  “All in favor?”  Ayes resounded in unison.  It was over in minutes.  Fifteen million in minutes!

It’s so typical.  A board can spend hours on micromanaging an issue and then take sweeping actions in minutes. It’s a common complaint heard from CEO’s.  “How do I keep the board from managing the organization?”

So how do we redirect the board away from managing the operations and toward the real business of the board?  How do we establish a different pattern of performance, one that builds an active, energetic board that is ready to deal with the common maladies—dead wood, inertia, conflicts of interest, and others?

Let’s start with organizing agendas to focus board discussion on substantive issues that can and should be dealt with only at the board level.  A consent agenda format is useful for dispensing with routine board business in short order, reserving meeting time for debate and decisions.

Let’s start with prioritizing agenda items.  First things first.

Let’s start with focusing the work of the board on board work—not managing the operations.

Let’s start with building a board composed of the right people for the organization.  Boards tend to clone themselves.  Effective boards resist the temptation and seek to constantly renew themselves.  A board is a renewal resource.

Let’s start with redesigning the committee structure to ensure we have the right committees doing the right things so that the board does not have to act as a committee-of-the-whole and does not have to rely on chance for recommendations and motions.

Boards can be like animals—sheep and elephants, for example.  They tend to move where the loudest voice directs and they have very long memories.  It can be a challenge to establish new habits—new board processes and directions—but it can be rewarding to both individual members and the organization to experience the joy of real progress.

In this story—a true-life misadventure—the board was eventually redirected with the leadership of a new CEO and the support of the elected board leadership.  Raising the sights of the board and assessing its own performance redirected the board to work on its own agenda—leading the organization, not managing it.

Let’s get started!

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