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Why Boards Fail andHow to Fix Them

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Steve DrakeMarilyn JansenRandy LindnerRuss LemieuxGreg Schultz

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Your PanelSteve Drake

Accredited AMCsManage and/or work with 243 associations

Greg Schultz

Marilyn Jansen

Randy Lindner

Russ Lemieux

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Survey Says:• 141 participants• Rank 25 board failures by priority• Top 10 (based on # EXTREMELY)

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Survey Says: Top 10 Board Failures1. Too focused on operational or tactical matters

2. Does not understand role of board vs role of CEO/staff

3. Failure to vet board candidates

4. Poor leadership = unproductive meetings, distractions, lack of organizational vision, etc.

5. Mission/program creep; lack of adequate resources

6. Lacks skills and/or experience to help lead

7. Don't adequately prepare for meetings

8. Inadequate structure & governance

9. Failure to ensure execution of strategies

10. Unable to make key decisions

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8 Case Studies

Illustrate some of the key issues in boards that fail

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Strategy & Vision

Engaging Leadership to Eliminate Deadwood Programs

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Strategy & Vision

Engaging Leadership to Eliminate Deadwood Programs: Repair, Replace, Reinforce

• International trade association• 500 memberships (representing 1,500

members)• $1.3 million budget

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Problem• Board allows mission and program creep.• Board fails to evaluate strategic priorities, program

effectiveness, impact on staff or bearing on bottom line and make needed changes.

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Solution Steps

1. Complete comprehensive analysis of current initiatives

2. Ask board for insights

3. Identify areas for evaluation

4. Brainstorm new options to accomplish goals

5. Gain board buy-in

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Take-aways

a) Evaluate all initiatives annually

b) Survey the membership

c) Engage leadership to develop priorities

d) Track staff time by project to provide data needed to determine program’s true cost

e) Present the “real” costs, to implement new programs, (including staff time), for accurate decision-making

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Roles and Responsibilities

Who’s Board Is It?

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Roles and Responsibilities

Who’s Board Is It?

• National professional association• 2,200 members• 15 board members• $750,000 budget

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Problem

• It’s the president’s board!• President appoints

50% of board members • Thinks his role is

Executive Director

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Solution Steps

1. Educate the board on governance best practices

2. Educate the president on roles and responsibilities

3. Coach board president

4. Restructure governance

5. Reduce/eliminate

appointments

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Take-aways

a) Begin governance restructure early in current president’s term

b) Effect change with successor

c) Orient president and board early and often

d) Utilize outside resources (i.e. CEO Symposium)

e) Conduct leadership training

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Succession & Skills

Synergy in the Boardroom: Chaos to High Functioning

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Succession & Skills

Synergy in the Boardroom: Chaos to High Functioning

• 2000 members• 16 board members• $1.75 million budget

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Problem

• Lack of cohesion• Programs in silos• No mapping to mission• Subjective evaluation of services• Creativity without discipline

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Solution Steps

1. Demonstrated lost opportunities

2. Re-do on the strategic plan

3. Policy to ensure vetted proposals

4. Re-engineered board development process– Gap analyses– Year-long recruitment– Strong criteria for slating

5. Board training

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Take-aways

Drive your Board to …

a) Consistent business mentality

b) Focus on mission, vision

c) Embrace efficiency, structure

d) Demand high-performance

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Strategy & Vision

What Color is Your Shirt?

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Strategy & Vision

What Color is Your Shirt?• National association• 350 members• 15 board members• $300,000 budget

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Problem

• Board members spent time on trivial matters … like …

• What color of shirt!

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Solution Steps

1. Called attention to trivia

2. Board time non-renewable

3. Coach board president

4. Board orientation

5. Modified consent agenda

6. Focus on strategic objectives

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Take-aways

a) Focus board time

b) Monitor performance

c) Share weaknesses

d) Coach the board chair

e) Good board meeting management

f) Consider consent agenda format

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International Governance

Governing Board – Not Governing?

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International Governance

Governing Board – Not Governing?

• International professional society• 5,500 members• 15 board members• $880,000 budget

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Problem

• Board members not engaged.

• Did not know what they were asked to vote on!

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Solution Steps

1. Facilitate governance review

2. Develop new governance structure and election process

3. Increase in-person board meetings

4. Assure that all regions of the world were equally represented

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Take-aways

a) Involve staff and legal counsel from the beginning

b) Encourage member engagement

c) Communicate early and frequently to gain buy-in

d) Proactive messaging to avoid misunderstanding and political posturing

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Strategy & Vision

From Administrative Management to Strategic Leadership

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Strategy & Vision

From Administrative Management to Strategic Leadership

• National professional society• 2,500 members from academia,

media, nonprofits and commercial organizations

• Annual budget of $1.25 million

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Problem• Board members understand their roles as

management, not leadership• Board members have a vague sense that there is

somewhere else to go, but no idea where• Board and staff roles are unclear, overlap

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Solution Steps1. Hired strong executive director, increase staff capacity

2. Provide board and staff job descriptions, scope of authority

3. Acknowledge, validate and visualize with board.

4. Put strategic discussions on the agenda for the bulk of each board meeting – not at the end!

5. Reconsider the frequency and productivity of board meetings

6. Set goals and evaluate progress for association

7. Build trust…• between and among volunteers • between the board and the staff• between the president and president-elect

8. Improve the nomination process, and prepare new board members

9. Expose board members to best practices for association management

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Take-awaysa) Capacity and expertise on staff makes it possible

b) Earn the board’s trust and confidence by demonstrating respect for the organization’s traditions and culture

c) Board members cannot become good leaders until they have seen good management

d) Most people have more experience doing than leading

e) Foster leadership continuity and skills

f) Find a volunteer champion for change

g) Make strategic thinking part of the culture

h) Help the board connect the dots between their roles and results

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Leadership

The New Chair: Stepping Into It

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Leadership

The New Chair: Stepping Into It

• International trade association• 400 member companies• 11 board members• $3 million budget

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Problem

• Structure leads to inexperienced board• Micro-managers• Rogue chairs• Ignore policies, procedures• Dismissive of staff, committee chairs• Ill-advised initiatives

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Solution Steps

1. Amped-up communication

2. Leadership training

3. Chair roadmaps

4. Chair-elect orientation, training

5. Board allies needed

6. Rigorous leadership vetting

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Take-aways

• Assess leaders early• Customize orientation, training• Trusting rapport set early• Strong nomination processes • Demanding leadership requirements

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Governance

Yes, You Can Restructure Your Governance Model!

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Governance

Yes, You Can Restructure Your Governance Model!

• Healthcare certification board• 1,000 certificants• 15-member commission • 9 staff supported committees• $400,000 budget

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Problem

• Top-heavy, complex governance structure caused 10 years of decision-paralysis

• Losing revenue and board micromanaged staff with no measurable results

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Solution Steps

1. Reduce commission size and number of committees as part of proposal

2. Provide appropriate staffing model to accomplish governance changes

3. Add marketing role to boost development and growth

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Take-aways

a) Do the needed research and engage board & stakeholders in decision

b) Use momentum of change for significant long-term impact

c) Engage legal counsel early

d) Focus on what really matters

e) ED critical to “push the envelope”

f) Communicate, then communicate more!

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Resources• CEO Symposium for Chief Executive and Chief Elected Officers • ASAE Exceptional Boards Symposiums • Associations Now Leadership Issue• “Resources” section of ASAE Website• Board Source• Board Roles & Goals by Bob Harris• Govern More, Manage Less Harnessing the Power of Your

Nonprofit Board by Cathy A. Trower, Ph.D.• Governing for Growth by Nancy Axelrod• Road to Relevance 5 Strategies for Competitive Associations by

Harrison Coerver and Mary Byers, CAE• Race for Relevance 5 Radical Changes for Associations by

Harrison Coerver and Mary Byers, CAE• The Dangers Of Complacent Leadership forbes.com (Aug 5 2014) • Managing Scope Creep: Newsletters, Publications & Resources –

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