mary byers, cae, csp mark engle, dm, fasae, cae

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?

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Workbook Pages 3-6

What Makes Association Boards Unique

• Planned, frequent turnover

• Subject matter experts

• Peers, collegial relationships

• Lower risk; longer decision process

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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’

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• Respect confidentiality

• Help us stick to the schedule

• Limit outside distractions

• Bring your own snacks

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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

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Specialization & Consolidation

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Generational Differences

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Technology

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Resources

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What Boards Must Do and Should Do

Ethics, Obligations and Accountability

What Boards Must Do

Duty of Care

Duty of Loyalty

Duty of Obedience

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What Boards Must Do

Duty of Care

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• 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

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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

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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

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What Boards Should Do

Make wise, consequential decisions

• Set direction• Provide oversight• Ensure and allocate

resources• Plan succession

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Vision

Mission

Strategic Domains

Goals & Strategies

Board Meeting Agendas

Set Direction

Values

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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

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Key Drivers of Decision-Quality

Improved

Decision Quality

Sufficient Timeand Process

Well-Managed

Conflict

Proper

Understanding

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Strategic Decision-Making Process

Governance

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• 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

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Strategic Plan

Committees

Task Forces

Chapters

Foundation

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Strategic Plan Should Support Alignment

Alignment

Ensures your budget, staffing and governance structure allows you to

succeed.

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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

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High Functioning BoardsHigh Functioning Boards

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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…

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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

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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

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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

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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

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Small Tasks

Greater Responsibility

Leadership

Organizational Knowledge

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Organizational Knowledge

Competency/

Experience

Multi -representational

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Themes

Role & Structure

of NomCom

Process

Competency

Diversity

Composition

Candidate Evaluation/ Selection

Election Methodology

Role of CEO/StaffCross-Cutting

Themes

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Leadership

Pipeline

Pipeline

Pipeline

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Onboarding

“You get the behavior you expect.”

You also get the behavior you reward.

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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

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Board Handbook

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In the Chat Box:

What is something successful your association has done to

help orient new board members?

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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

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Board Participation & Engagement

Obstacles to engagement:

• Groupthink• Pluralistic ignorance• Deferring to a charismatic leader• “Crickets”• Lack of preparedness• Lack of intellectual stimulation

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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.

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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?

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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

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Keep your board meetings focused on

strategy:

A.Techniques to do

B.Things to avoid

In the Chat box…

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When Adjustments are Necessary…Difficult Conversations

CEO

Staff

Board Chair

Board Member

Executive Committee

Board Chair

Board

Member

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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

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Board Member Performance: Individual

• Self Reflection (interpersonal)

• Self Evaluation (shared)

• Evaluation of others (360 style)

• Exit Interviews

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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

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Continuity Planning

Organizational

• Leading during disruptive times• Volunteer leadership

• Environmental causes

• Learning from the Past

Staff

• Short term

• Anticipated departure

• Unanticipated departure

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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

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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

Mary Byers, CAE, CSPmbyers@marybyers.com

Mark Engle, DM, FASAE, CAE

mengle@connect2amc.com