Hope for Boards

There is Hope for Boards By Olan Hendrix
There is Hope for Boards A leader in Seattle said, “this Carver model for boards puts awful responsibility on me as CEO!” He is right! But it also puts great responsibility upon the board. However, the spheres are totally different. The board’s role is governance; the staff’s role is management. Until these two areas of work are clearly differentiated there will be paralyzing confusion and conflict.
There is probably more management information available concerning boards than any single management subject. The problem is that almost all the literature deals with the traditional model for board work. To the best of my knowledge, only John Carver has devised a totally new model for board work in not-for-profit organizations. He describes this in his excellent book, Boards That Make a Difference.
Carver limits the work of boards to only four categories:
  1. Ends
  2. Executive Limitations
  3. Board/Staff Relationships
  4. Board Process
These areas and only these areas comprise governance. Everything else is management and thus belongs to the staff. Almost all board problems can be traced to the confusion of governance with management.
If the solution to so many of our board/staff difficulties is so obvious, then why are so many organizations so slow to adopt the Carver model? The answer is tradition.
The Robert’s Rules of Order parliamentary model has been with us for over 100 years. (Henry Martyn Robert was called on to preside at a meeting in 1860 while he was a cadet at West Point. Because he did not know how to conduct a meeting and did so poorly, he determined to put in writing what he subsequently learned. In essence, his writings were the adaptation of the rules of Congress to meet the needs of all types of organizations.)
A Baptist pastor in Texas defended the continued use of Robert’s model because Robert was a Baptist! I don’t think that’s reason enough. We need a whole new model for board work.
Your board may well be made up of good people with good intentions and noble commitment to the organization. However, if the model for their work is flawed, their good qualities may well be nullified.
Likewise, your CEO and other staff may be good people who are expected to rise above the flaws of traditional board/staff structures. We all can remember instances of good staff people, especially CEOs, who have been destroyed by an ancient model that doesn’t work.
There is hope for your board! In recent years I have presented this policy governance model to ministries all across the country with amazing results. While it certainly is not a panacea, it surely is the best hope I have come upon for the quagmire in which many boards are snared.
Peter Drucker says, “All nonprofit boards have one thing in common. They do not work.”
He is right, but there is hope. The starting point for hope is to clearly separate governance from everything else in ministry.
The Pathology of Nonprofit Boards Here are warning signs that a board may be improperly focusing on the management side versus governance issues:
  • Micro-managing staff work
  • Rubber-stamping staff decisions
  • Consuming precious time with trivial matters
  • Responding only to staff situations and initiatives-being reactive versus proactive
  • Not clarifying board/staff gray areas
  • Assuming that either less or more involvement will solve board problems
  • Failing to distinguish governance from management
  • Expecting board committees to assist with staff work
Sorting out the Roles of Board & Staff As I walked across the parking lot toward my rental car to head back to my hotel, my mind was filled with thoughts of déjà vu. I had just completed two days of interviews with senior and middle management staff and board members of a ministry that had come into existence soon after the end of World War II. I was struck once again with the fact that our problems in ministry are much more similar than dissimilar.
I cannot remember how many formal and informal management audits I have performed for ministries over the past 45 years, but one thing is sure-while no two ministries are exactly the same, to say the least, the problems that ministries face are easily predictable.
The ministry I had just left was characterized by serious and debilitating confusion with regard to board/staff relationships and roles, the role of the CEO in relation to other senior staff, and confusion with regard to the roles and authority of board committees. My mind went back over the long history of this ministry and I could not help being impressed with how God has used this work through the years. But I kept wondering how much more effective they might have become had they addressed the management problems with objectivity, knowledge of management and courage to act.
The Role of the Board is Governance I suspect there is more information available with regard to nonprofit boards than any other single management subject, including fund raising. Unfortunately, all of the books, videos, audiotapes and seminars, including seminars I have taught for many years, merely provide tips on how to perform traditional board work. To the best of my knowledge only John Carver has come up with an all-new model for boardsmanship in the nonprofit organization.
When I came upon John Carver’s book, Boards That Make a Difference, I went to my files and threw away everything I had collected on the subject of boards. Carver not only reinforced many of my beliefs concerning boards/staff relationships; he also provided a total framework for how boards might operate with a great reduction of friction and frustration. Carver calls his system Policy Governance or Governance by Design. His approach is absolutely revolutionary! Even a casual reading of Carver will convince one that this is
not a series of tips on how to do traditional board work but a total redesigning of the approach.
Simply put, boards have only four areas with which to deal: ends, board process, board/staff relationships and executive limitations. Let’s take a moment and look at these four categories in depth.
The first is ends. Here the board deals simply with what good? For whom? And at what cost?
This means that the board’s primary focus is outside the organization, addressing the needs that exist and what good will be brought about in the world as a result of the organization’s ministry. Traditionally, organizations tend to look inside the organization more frequently than they look outside. The word ends is used to describe the task of boards rather than goals or objectives because the board will have its own goals and objective, as will the staff. The goals for the board will be considerably different from the goals of the staff. However, the ends, which the board primarily addresses, are the results to which the staff’s efforts are focused.
Second, Board Process is where the board states its own rules for how it will perform its work. Here the board determines how it will pursue consensus, how it will deal with renegade board members, how it will make decisions and how it will structure itself as a board.
One of the things the board must deal with in board process is its utilization of committees. The operative rule is that the board should keep a minimum number of committees and be absolutely ruthless in determining whether there should be any committee structure at all. If the board finds that committees are needed, it should ensure that these committees assist the board in doing its work. Boards can and should govern, but there is no way boards can or should, as a board, help the staff do its work.
In board process, the board determines its structure. In traditional board work there are any number of board officers created, whether needed or not. Minimalism is the rule of thumb for officers of a board. There should never be a board officer unless there is a need for that office to help the board do its own work.
The third area is Board/Staff Relationships. This category considers how the board passes power to the staff, determines how it will assess staff performance and how it will relate to the staff as a board.
Also, the board needs to be very specific in how it will assess the performance of the staff and particularly that of the CEO. The board should make it clear that just as the board speaks with one voice or not at all, so the board hears officially from the staff through one person or not at all. Of course, this does not mean that the CEO cannot call upon a staff member to give a report of significance to the board.
The fourth area of board work is Executive Limitations. Carver explains that this means the board states negatively what it will not allow in staff performance. Almost always executive limitations deal with matters of ethics and prudence. Here is where the board articulates clearly what it will not allow in personnel relationships, budgeting, borrowing of money, putting assets at risk, relationships with vendors and any other matters the board might specify. No single ingredient of this revolutionary way of doing board work gives greater freedom to the staff and reduces frustration more than this category of executive limitations.
As I have taught this principle over the past years, people sometimes suggest it might be a mistake to state these conditions negatively. Not so! Executive limitations are meant to place a fence around the very specific actions regarding ethics and prudence that the board will not allow. When executive limitations are stated negatively, it has a very positive effect on staff performance, for it frees the staff to do the job they were hired to do.
Traditional board work is characterized by a confusion of board/staff roles, obsession with details at the expense of the big picture, focusing on the short term rather than the long term, and being overwhelmed with volumes of information resulting in frustration for both board and staff. When board and staff consider the Carver model, there are some legitimate questions that surface early on. Will the board lose control? Is it legal? Is it biblical and spiritual? What will people think? Will it help or hinder the staff? Why do we need to change the way we have been doing board work? A careful consideration of the Carver model will provide legitimate and satisfying answers to these kinds of questions.
Mind you, the Carver model will not compensate for an incompetent CEO, substitute for moral courage by the board, and indeed, it will not work if not implemented.
The Role of the CEO is Management Alan Weiss said in Our Emperors Have No Clothes, “The worst calamity in nonprofit management is a confusion (my kids would say clueless) about strategy and operational distinction. Sit in on any number of management meetings, and any size operation, and you will find no distinction between the ‘what’ of direction and ‘how’ of implementation. Yet in that simple difference is a profound tool for management.”
The board’s task is governance. The CEO’s task is management. Confuse the two and you dilute both.
People don’t manage effectively for only two reasons. Either they don’t know how, or they lack the will.
Recently, I spent two days with a CEO and was hard pressed to suggest a management book that he had not read. And yet his management work was a disaster, and he was on the verge of being expelled from the organization. During my summary follow-up, I pointed out that he surely had the knowledge of management, but lacked the will and courage to act.
Most organizations come into to existence with the CEO as the visionary and the board is little more than a rubber stamp. In organizations that outlive the founder, boards often move to a position of micro-management.
Aristotle said that all of our difficulty comes from our failure to define terms. He may have been right! It is imperative to adequately define management and ensure that the board stays out of all management activities. The best definition I have found is from Lawrence A. Appley’s little publication, Management Made Simple, where he said, “Simply put, management is the work we do to get work done through other people.”
The best description of management that I have come upon is from Louis A. Allen when he says that management consists of planning, leading, organizing and controlling.
Planning is the work we do, says Allen, to predetermine a course of action. Planning consists of forecasting, establishing objectives, programming, scheduling, budgeting, establishing procedures and developing policies.
Organizing is the work we do to put people and tasks together in a structure. It consists of creating a structure, delegating responsibilities, developing job descriptions, and establishing and maintaining interpersonal human relationships.
Leading is the work we do which causes other people to take desired action. (John Maxwell’s magnificent definition of leading is that it is simply influence.) Leading consists of making decisions, communicating, motivating, selecting the right people and developing them.
Controlling is the work we do to ensure that performance conforms to plan. It involves establishing standards, measuring performance, and correcting one’s course as needed.
Space does not permit us to delve into the age-old question of the relationship between leading and managing. Louis Allen, and many other writers on management theory, make the role of leading as an essential function of management. Suffice it to say here that leadership without management is merely hype and inspiration. On the other hand, management without leadership is sterile and ineffective. Once you see that management involves a set of skills and a body of knowledge that can be acquired and implemented by almost anyone, there is hope for fulfilling the role of management.
Peter Drucker wrote, “An effective leader is not someone who is loved or admired. He or she is someone whose followers do the right things. Popularity is not leadership. Results are. Leaders are highly visible. They therefore set examples. Leadership is not rank, privileges, titles or money. It is responsibility.”
Board leadership is different in essence and outcome from executive leadership. Boards should lead leaders, while the executive must lead both leaders and administrators.
The Role of Senior Staff is Teamwork “When a top executive is selecting his key associates, there are only two qualities for which he should be willing to pay almost any price: taste and judgment. Almost anything else can be bought by the yard.” – John Gardner
I once did a management audit for an organization that had the chief financial officer, program director and director of development reporting directly to the board. This created an impossible situation for the staff, the board, not to mention the CEO. You will not be surprised to hear that they had a long history of high turnover of both staff and board.
Senior staff is a part of the management process, not governance. They should report to the CEO. In turn, the CEO is held responsible by the board for the performance of the entire organization, including senior staff. Just as the board speaks to the organization through one person only, the CEO, so the board hears officially from the organization through only one person, the CEO.
The CEO may well invite senior staff to give reports to the board, answer the board’s questions, and enjoy fellowship with the board, but they should never report to the board. Great care must be taken by the board in this process not to drift into the fatal error of giving orders to senior staff or appraising their work.
That task belongs to the CEO alone.
It is very common for boards to divide into committees, have a board member chair the committee, and work with a senior staff in his or her area. This approach to committee work almost never works. At best it creates hopeless bureaucracy, and at its worst it paralyzes staff and frustrates committee people.
If an organization is to have committees, they should be staff committees and never board committees. A staff person should chair the committee and should select his members based on their ability to contribute to a certain subject, and should never be made up of board members only. Indeed, a board member may well be selected to serve on a senior staff committee, but it should be because of his or her expertise and knowledge, and not because he or she is a board member.
There is every probability that the ministry you serve, as an executive or board member, faces very similar problems to the ones related here. It is my sincere hope that you might find the kernel of a few ideas that will help address these almost universal problems in Christian organizations.

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