As a MAS consultant I assist Directors with understanding their Roles and Responsibilities in governing their respective organizations.  There has to be a solid governance infrastructure in place for the organization to meet its public obligations for accountability and transparency.

So the governance infrastructure is in place.  What now?  Just like we have a network of highways, roads, and public transit, we also have drivers and passengers, individuals using that infrastructure. Directors are human.  They are not perfect. They do things that are not helpful or that are contrary to good governance and the effective functioning of their organization.

Here are three Board members you may encounter and how good governance can help.

The Rogue

The Rogue may be making public statements that are not consistent with public policy. Or making commitments not approved by the Board.   The Board may disagree and debate decisions but once made, it is a collective, not individual decision.  The Board should present a unified face.

How does a Board handle the Rogue? There are several tactics and tools:

• Perhaps the Rogue is misinformed. A regular review of the Strategic Plan, Mission and Vision will remind all members of the common goals so that they are not going in a contrary direction.
• Promptly circulated minutes of meetings will remind members of the decisions.
• Approval guidelines outline the limits of authority of the Executive Director, Chair, and Board members.

The Self-Interested

This Board member is has an agenda that is not aligned with the organization.  He or she may be looking for clients and referrals.  The Self-Interested may be interested in putting the position on his or her resume to build it up or to obtain publicity to seek political office.  There are many possibilities, none of which are helpful to the organization.  Self-Interested members may often skip Board meetings or not volunteer for tasks.  The following governance tools can help.

• Have a clear job description of the roles and responsibilities of Board members.
• Some organizations interview prospective directors. Others have directors sign an annual acknowledgment of their roles, commitment to adhere to conflict of interest policies, and to spend a minimum number of hours a month on Board business.
• Have a clear conflict of interest policy.
• Bylaws that provide for removal from the Board for missing a certain number of meetings.

These tools will make it easier to deal with the User and to depersonalize the situation.  The Chair can refer to the governance tools and the lack of compliance with them.

The Wise Elder

The Wise Elder is well-known and well-respected.  At times, the Board is too deferential and adopts the Wise Elder’s recommendations without critical analysis or debate.  This calls for diplomacy and tact by the Chair or Executive Director to ensure that decisions are made on a sound basis.  Board members must be reminded that they should not make decisions unless they have adequate information and that there has been a proper debate at the Board.

If you have any questions about Governance or want to learn more about how MAS can help, click here .