Strongly agree with the critiques and suggestions here. Though, if I were writing it, I would say that “Poorly Governing Board are Weird”. In my experience*, the issues described are not unusual in boards, but there are plenty of boards that do not exhibit these issues. I would call boards that consistently exhibit these issues “poorly governing”. I have no idea what percentage of boards govern poorly (rough guess 30-70%), but I do know that there are lots of techniques for avoiding/correcting poor governance, including many you mention.
A few additional recommendations I’d add, which might be particularly useful for people who are setting up a new board (when you have the most opportunity to lock-in good practices) or who are on a board now and really want to govern well:
Control of the Board—Although it’s true that most boards can only be fired by the board itself, it doesn’t have to be this way. An organization’s bylaws and articles of incorporation can be set up (or changed) such that other people can remove board members. This is especially common in a membership-based organization, but it can be accomplished in other organizations, too. Since boards are often unwilling to give up the power to fire themselves, best to do this from the beginning. But I have seen boards that voluntarily give other people mechanisms to control them. I have also seen employees rise up and successfully demand limits on the board’s power.
Unclear goals—An organization doesn’t just have to be guided by its mission. Organizations can create strategic plans and other types of goals and metrics that allow a board to assess how well the organization is doing in service of its mission. In fact, a well governed board would insist on and help create these goals and plans, and then hold the organization accountable for achieving them. Of course, strategic plans can also be misused or ignored. This isn’t a perfect solution. But it’s typically better than no plan.
Board assessments—In addition to the board assessing itself regularly, the board can/should require, and the staff and CEO should insist, that other people have the ability to assess the board. This can also be written into bylaws if necessary, or into a policies and procedures manual. The assessment could include staff, the CEO (especially if they are not a board member or are a non-voting board member), or anyone else who interacts with (or should interact with) the board. It’s true that staff or others may not have much visibility into what the board does, and will have trouble assessing the board. But that in itself is useful to illuminate through a “360 degree” assessment. It can show ways that the board can be more transparent in its governance. Again, a board may be reluctant to allow itself to be assessed. But people setting up a new organization can mandate it in the governing documents, board members interested in good governance can create these reforms from within the board, and/or the staff or the organization’s stakeholders can insist on it.
* I’ve served on about 10 (nonprofit and quasi-for-profit) boards over 16 years, have relationships with about 40 other people who have served on boards (mostly nonprofit, but some for-profit), and have received formal training in effective board governance from organizations like BoardSource
I broadly agree with these recommendations. I think they are partial but not full mitigations to the “weird” properties I mention, and often raise challenges of their own (though I think they’re often worth it on balance).
I haven’t seen much in the way of nonprofit boards with limited powers / outside-the-board accountability. (I haven’t mostly dealt with membership organizations.) It definitely sounds interesting, but I don’t have solid examples of how it’s done in practice and what other issues are raised by that.
Strongly agree with the critiques and suggestions here. Though, if I were writing it, I would say that “Poorly Governing Board are Weird”. In my experience*, the issues described are not unusual in boards, but there are plenty of boards that do not exhibit these issues. I would call boards that consistently exhibit these issues “poorly governing”. I have no idea what percentage of boards govern poorly (rough guess 30-70%), but I do know that there are lots of techniques for avoiding/correcting poor governance, including many you mention.
A few additional recommendations I’d add, which might be particularly useful for people who are setting up a new board (when you have the most opportunity to lock-in good practices) or who are on a board now and really want to govern well:
Control of the Board—Although it’s true that most boards can only be fired by the board itself, it doesn’t have to be this way. An organization’s bylaws and articles of incorporation can be set up (or changed) such that other people can remove board members. This is especially common in a membership-based organization, but it can be accomplished in other organizations, too. Since boards are often unwilling to give up the power to fire themselves, best to do this from the beginning. But I have seen boards that voluntarily give other people mechanisms to control them. I have also seen employees rise up and successfully demand limits on the board’s power.
Unclear goals—An organization doesn’t just have to be guided by its mission. Organizations can create strategic plans and other types of goals and metrics that allow a board to assess how well the organization is doing in service of its mission. In fact, a well governed board would insist on and help create these goals and plans, and then hold the organization accountable for achieving them. Of course, strategic plans can also be misused or ignored. This isn’t a perfect solution. But it’s typically better than no plan.
Board assessments—In addition to the board assessing itself regularly, the board can/should require, and the staff and CEO should insist, that other people have the ability to assess the board. This can also be written into bylaws if necessary, or into a policies and procedures manual. The assessment could include staff, the CEO (especially if they are not a board member or are a non-voting board member), or anyone else who interacts with (or should interact with) the board. It’s true that staff or others may not have much visibility into what the board does, and will have trouble assessing the board. But that in itself is useful to illuminate through a “360 degree” assessment. It can show ways that the board can be more transparent in its governance. Again, a board may be reluctant to allow itself to be assessed. But people setting up a new organization can mandate it in the governing documents, board members interested in good governance can create these reforms from within the board, and/or the staff or the organization’s stakeholders can insist on it.
* I’ve served on about 10 (nonprofit and quasi-for-profit) boards over 16 years, have relationships with about 40 other people who have served on boards (mostly nonprofit, but some for-profit), and have received formal training in effective board governance from organizations like BoardSource
I broadly agree with these recommendations. I think they are partial but not full mitigations to the “weird” properties I mention, and often raise challenges of their own (though I think they’re often worth it on balance).
I haven’t seen much in the way of nonprofit boards with limited powers / outside-the-board accountability. (I haven’t mostly dealt with membership organizations.) It definitely sounds interesting, but I don’t have solid examples of how it’s done in practice and what other issues are raised by that.