Governance and Leadership Newsletter

Sept. 13, 2004

 

What About the Working Board?

 

I hear this occasionally, “We’re a working board.” It sometimes means simply a board with members that also do volunteer staff work. But sometimes it means that the board is involved in making decisions properly belonging to a perfectly capable Management team rather than governing... but thinks it doing board work.

 

Volunteer staff contribution by board members is often necessary and expected in a very small organization. In that case, board members are also volunteers in addition to performing their trustee function. However, calling a board a “volunteer board” is terminology which is dangerously misleading. This phrasing leads away from the realization that the board members are trustees and are charged with governance, a function which is an organizational and legal necessity, whether paid or not. This is a far different connotation from volunteer work in the usual sense.

 

A more pernicious meaning of the term “working board” is that the board – in the form of committees, or occasionally individuals, is using its authority to “help” staff with a management function or may have even taken part or all of that function away from staff (often while still holding staff accountable), a far different matter. However, almost never does such a board hold that part of itself, such as a committee, treasurer, etc., accountable for the management impact it creates, (rather, in fact, it tends to continue to hold Management accountable). If these board sub-components are also creating policy, free of any constraining superior board policy, they invariably have arrogated board power to themselves, and the board has abrogated its governance responsibility in that area, effectively permitting the creation of semi-autonomous mini-boards. Executive and finance committees are notorious for this. When such a board uses the term “working board” it means that it thinks the staff work it is doing is governance. Such board “work” should never be at the cost of (or undermine) governance by the whole board.   

 

The fact that these “working” committees make reports to the board and occasionally ask for approvals (or acceptance of a recommendation) only results in shifting the responsibility for their decisions back to the board, while retaining the functional authority – the worst of all possible worlds. This leaves a confused and frustrated Management and the board in a passive and reactive role, which is not governance, much less leadership.

 

Richard M. Biery, M.D., 2004