Thoughts on Board Governance

15 Aug Thoughts on Board Governance

15 August 2023

By David Allen, Development for Conservation

I’ve got Board directors on my mind this morning. I’m working with several groups experiencing cultural issues related to Board versus staff roles. This is tough stuff, and it bears dragging it out in the open.

Organizations do not exist without the Board. It is the first thing formed and the last to be dissolved. The Board has the ultimate decision-making authority. Nonprofits are subsidized by the government. The Board represents the taxpaying public and shoulders the responsibility for spending that money wisely.

The Board can and should delegate power – in staff, in its officers, and in committees. This power delegation can and should be overt and documented, through job descriptions, committee charters, organizational policies, and strategic planning. That’s “governance.”

Organizations CAN and do exist without staff, though it often doesn’t feel that way. Staff think about the nonprofit work all the time. Part or most of their self-identity is wrapped up in their career on the job. The decision-making authority delegated to them quickly becomes an entitlement, and Board oversight can seem like an unnecessary barrier to getting things done.

Conflict ensues.

It becomes harder and harder to see that everyone is still on the same team. Information is power, and it gets filtered and controlled. Weak recruitment processes result in the Board becoming increasingly disaffected and removed. They get the privilege of serving without actually having to do much. And the stronger the staff is, the more comfortable everyone is (Borad and staff) in just letting them run with it.

The problem for land trusts is the nature of the mission.

Land trust organizations have a perpetual mission. They must be permanent organizations. And that means the systems and processes for decision-making and governance need to be strong and clear – strong enough to survive every single current player. Without that strength, all the great work current players have accomplished will be ultimately vulnerable.

One tool organizations can use is to codify the current delegated authority. Dig out all the job descriptions and committee charters and rebuild them from scratch. Ensure that they explicitly delegate authority and include limits on that authority. Engage in internal “civics” lessons involving both staff and Board directors. And then hold everyone accountable through regular evaluations.

Here are some general ideas and examples:

• The Chair is responsible for managing the processes of Board recruitment, on-boarding, and evaluation of all Board directors. The Chair is also the primary conduit, along with the Executive Director, of communications between Board and staff.
• The Vice-Chair chairs the Governance Committee. The Vice-Chair also leads the strategic planning work every three years and reaccreditation work every five years.
• The Secretary is responsible for all permanent Board records, managing the Conflict-of-Interest process, and the Disaster Recovery Plan. The Secretary also assumes the responsibilities of the Chair in the absence of the Board Chair and Vice Chair.
• The Treasurer manages the Board’s review of the organization’s financial position and responsibilities, with respect to both operations and investments. The Treasurer presents the budget to the Board for approval.
• These duties should be well-understood and accepted before someone is asked to serve in the position.

• The Executive Committee is empowered to act between Board meetings, but it should need to do so only rarely. A more important function of the Executive Committee is to ensure that all Board directors arrive at meetings fully prepared to make the decisions they will be called upon to make.
• A Conservation Committee ensures all prospective land acquisition and stewardship actions are consistent with existing organizational policy.
• An Engagement Committee screens and monitors engagement projects and considers organizational implications of possible exit strategies.
• A Development Committee organizes the work of Board directors in relating to and engaging organizational members and donors.
• A Finance Committee oversees the financial management and investment policies.

• Board meetings should be PRIMARILY about Board directors talking to each other. Decision items should come from the committees as written drafts produced in advance. (When this happens, the committee process has already provided a “second.” The Chair can then simply call for discussion.)
• Staff-director interaction should be PRIMARILY at the committee level.

Most of this is terribly messy and inefficient. Democracy is messy and inefficient. Too bad. The organization you love will be stronger, more resilient, and more permanent, when its systems are clear and decision-making authority delegation is well-understood.

Staff need to understand that bringing the Board directors along is in their best interest – that the “grasp” of the organization is limited by the directors’ collective “reach.”

Board directors need to fully accept their roles as participants and step up.

Cheers, and have a great week!

-da

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Photo by jarudave courtesy pixabay