The Governing Board: Key Responsibilities for Boards and Board Members
by Nancy R. Axelrod
In The Governing Board, longtime governance expert Nancy Axelrod provides a solid orientation to the responsibilities of association boards and board members. Published by the American Society of Association Executives (ASAE), this guide covers:
- The unique challenges of association board governance
- Three legal duties of the board and board members
- A board’s four key overlapping roles
- Three characteristics that distinguish great boards
- The four “sights” that a great board needs
- How good boards can be even better
- Ten tips for board members
In the author’s words, [this guide] focuses on the primary roles of the association board, your responsibilities as an individual board member, the key characteristics of exceptional boards, and practical ways you and your colleagues can help your board be great.
This 44-page booklet provides board members with sound, actionable advice in a concise, easy-to-read package. Axelrod was the founding CEO of BoardSource, formerly known as the National Center for Nonprofit Boards.
This summary is meant to give you an overview of a book that I’ve found useful and recommend to others. A summary isn’t meant to replace reading the book. There is so much more than I can cover here.
Available from Amazon: Print
Association Board Governance Challenges
- A greater temptation to dip into operational matters because of board members’ technical expertise and experience.
- Learning challenges involved in moving from a chapter board to a professionally-staffed national organization, especially if the chapter is an all-volunteer group where the board also manages the organization.
- The nominating committee and board need to define board member competencies clearly. Since few members take part in elections and many are unfamiliar with the role of a national board, without structure and guidance, they may not nominate or elect the most qualified candidates.
- Board dynamics and leadership continuity challenges because of changing composition due to short terms for board members and officers.
The Board’s and Board Members’ Three Legal Duties
- Duty of Care. A board and its members must be reasonably informed, act in good faith, and make decisions diligently.
- Duty of Loyalty. Board members must always set personal interests aside and act in the organization’s best interest.
- Duty of Obedience. The board must ensure that the organization acts in accordance with its mission, bylaws, and legal and regulatory responsibilities.
The Association Board’s Four Overlapping Roles
- Set direction. Ensure that the mission remains relevant. Use mission as a guidepost for all decisions. Monitor the external environment. Establish strategic priorities and strategies to achieve them. Track progress and assess results. Organize the board’s agenda around the strategic priorities.
- Ensure and protect resources. Understand the financials and the drivers. Ensure stable finances near-term and sustainable revenue sources long-term. Maintain adequate financial controls and oversight. Provide adequate policies and practices to protect people and ensure safety. Follow ethical norms.
- Engage in outreach. Serve as a bridge to the membership and use members’ needs/perspectives in decision-making. Deploy board members as ambassadors. Define policy positions and advocate as needed. Buffer the organization from intrusion.
- Provide oversight. Steward the assets. Focus on what’s important. Evaluate to ensure performance. Attract the best and brightest to board service, then orient, educate, assess and improve.
Three Characteristics that Distinguish Great Boards
- A culture of candor, respect, and inquiry. A tone of respect and openness at the top, modeled by the CEO and board chair. Mutual respect, trust, and inclusiveness among board members and between board and staff. Space in meetings to explore divergent views respectfully and allow for dissent and debate. Access to information and dedication to fact-based decision-making (as opposed to opinion-based). Commitment to action and follow-through. Active feedback mechanisms that lead to continuous improvement.
- An appetite for learning and improvement. A reasonable board-member orientation program. Regular opportunities to educate the board. Performance reviews and individual reflection. Formal and informal “social fabric-building” events. A board succession plan. A board development budget. Leaders are committed to building governance capacity.
- Ability to think and act strategically. Shape the priorities through the strategic plan. Align board agendas with the strategic priorities. Use consent agendas to free time for the important and challenging. Give sufficient attention to long-range issues. Use and interpret appropriate data in decision-making. Address critical issues before they become urgent. Allocate time to what matters most. Govern rather than manage.
The Four-Sighted Board
- Oversight. Attends to its fiduciary responsibility. Makes sure the organization is well run rather than trying to run it.
- Insight. Uses expertise and experience. Regularly evaluates progress on strategic goals and priorities.
- Foresight. Pays adequate attention to emerging issues, disruptive technologies, ambiguous threats, and new opportunities that could influence the profession and industry.
- Hindsight. Committed to learning — from successes and setbacks.
Good Boards Can Always Be Better
- “Change is inevitable; growth is optional.” It doesn’t have to be broken to be improved. Complacency about the board is the greatest peril.
- How the board operates “is heavily influenced by its cultural DNA,” not just its composition and structure.
- Improvement begins with leaders recognizing that “a good board is a victory, not a gift.”
- Ensure that the board invests in “the tools to enhance board members’ time and talents.” High-performing, highly effective governance begins with you, your involvement, and, potentially, your advocacy.
Ten Tips for Individual Board Members
- Use the mission as your guidepost in any board decision and put the organization’s interests first.
- Understand the association’s key financial drivers and ensure that the financial plan is aligned with the strategic plan.
- Whether it’s about the organization, trends affecting it, or your responsibilities, let the CEO and board chair know what you need to know.
- Encourage a board culture of candor and inquiry; listen actively rather than reactively; respect the diverse views of colleagues; and resolve differences inside the boardroom.
- Encourage the board to focus on the issues that will most influence the organization’s vitality and use the “four sights” as your lens.
- Focus your time and energy on the board’s responsibilities. Respect the boundary between governance and management. Don’t engage in back-channel communications with staff.
- Participate in your board’s assessment and development process.
- Check in to see how well you contribute to the board’s work and what you can or might need to do.
- Help with board succession planning by identifying candidates for the pipeline of future volunteer leaders.
- Rather than relying on opinions, encourage your fellow board members to make data-driven decisions.
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