When nonprofit boards shift from operating as a management board to exercising governance by policy, some board members perceive a loss of power or engagement in the affairs of the entity. If operations are now under the direction of the key executive leader, board members feel reluctant to question or probe how operations are being conducted. The board has delegated leadership of operations and so should keep its hands off. When board members in this situation have questions about operational matters, they are not sure how to proceed or even if it is appropriate for them to ask questions. Board members may feel that while the executive leader is empowered through this mode of governance, their power has been curtailed in some sense.
Change in governance models and practices require board members to learn new sets of skills. When a governance model is chosen that leads through policy, board members need to develop a different set of competencies in order to fulfill their responsibilities. One of these skills is learning how appropriately to question and probe within this new mode of governance. Of course, asking good questions has always been part of a board member’s skill set and exercising this skill should be occurring at every board meeting by a variety of board members. However, learning how to do this when the board chooses to govern by policy may require some adjustment so that the board fulfills its role well, without impinging on the executive leader’s authority and responsibility.
So let’s pose the following scenario. The executive leader is required by board policy to submit a report to the board ten days before each board meeting. Although the leader had met this requirement for the first six months after the new Board Governance Manual was approved, the report has arrived two days before the board meeting for the last two occasions. No one else on the board seems bothered by this, but you are. What can and should you do?
Before raising your question go back and review the the Board Governance Manual or the particular board policy that sets out these requirements. Make sure you have understood its provisions. What reporting does it require from the executive leader? Also review the board minutes to see whether the board has provided some interim flexibility for any reason. Perhaps the board took some action regarding this matter at the board meeting you missed three months ago. Alternatively, the executive leader’s reports to the board over the past several months may have provided some explanation. So take time to do your homework.
If no explanation has been offered by the executive leader and the board has not adjusted its expectations in any way, then you can consider how to raise the matter.
When the executive leader reports in the next board meeting, this may provide an opportunity to raise the question, particularly if again the report has arrived late.You can draw attention to the current board policy and request explanation for the recent, but consistent late arrival of the executive leader’s report. Listen respectfully to the response. If it seems reasonable, then ask the chair how the board should respond to this development. Does the board policy need to be changed or does the board need to give additional direction to the executive leader? Perhaps the workload of the executive leader has become unreasonable and it is not possible to comply with the policy. Whatever the case might be, this then becomes a board issue, not your issue as a board member. The board in turn might refer it to the Personnel Committee of the board for investigation and recommendations for resolution.
A board’s choice of governance model should enhance its ability to fulfill its responsibilities. How it does this may change according to which model is selected. However, board members must feel empowered to carry forward the mission of the congregation and ensure that everything done within the congregation reflects its vision, values and policies. Only in this way can the board members manage risk, exercise their role as the strategic ministry leadership team, and hold accountable those to whom it delegates authority and responsibility