By Glenn H. Tecker
In an association, perhaps unlike other organizations in which they participate, a board member has no decision power. Authority is vested in the board as a body. A board can delegate responsibilities, but it cannot delegate its authority.
So, to understand the role of a board member, we have to understand the three basic roles of the board.
- To approve the outcomes to be pursued based on informed consideration of opportunities and challenges.
- To ensure that the resources needed to achieve desired outcomes are available and used effectively.
- To monitor progress and cause adjustment to strategy and policy in response to changes in the environment or experience in implementation.
The board’s basic roles
The board as a body has three basic roles. These three board roles translate into the roles and competencies of individual board members.
First, the board approves organization direction. Key elements of this role include: engaging in strategic thinking and planning with staff, setting the organization’s mission and vision for the future, establishing organizational values, and approving strategic, operational and annual plans.
Second, the board ensures necessary resources. Key elements of this role include: hiring capable executive leadership, ensuring adequate financial resources, promoting positive public image, and ensuring the presence of a capable and responsible board.
Third, the board provides oversight. Key elements of this role include: overseeing financial management, minimizing exposure to risk, measuring progress on strategic plan, monitoring programs and service effectiveness, providing legal and moral oversight, and evaluating the chief executive officer and board performance.
An often repeated principle is that the Board’s role is to govern but not manage. Effective governance requires that each board member understand the difference between “oversight” and “supervision.” The absence of consensus on the distinction and common commitment to what the distinction means in each associations is one of the most essential and challenging aspects of achieving clarity in a board member’s role.
If we are paying attention to the outcomes to be accomplished and causing change to occur when we are unsatisfied with progress, we are engaged in oversight. Oversight is a tool of leadership. Leadership is the role of the board.
If we are paying attention to the details of what is being done and how it is being done, we are engaged in supervision. Supervision is a tool of management. In an association, management is the role of staff, and sometimes in smaller organizations, committee chairs.
To fulfill their roles, board members collectively participate in four key decision processes. Individual board members have a responsibility to understand how these decision systems operate in their association and to ensure that they are functioning effectively:
- Research: gathering, interpreting, and utilizing information.
- Strategy: envisioning the future, determining desired outcomes, assessing choices, selecting commitments, and setting priorities.
- Policy: taking public positions and setting guidelines for operations.
- Resource allocation: deciding how fiscal, human and intellectual resources will be invested.
Without these decision systems, a board will not have the tools needed to lead intelligently. When board members are frustrated or disenchanted, it’s almost always because one or more of these critical vehicles for governance is atrophied, ignored or non-existent.
Effective use of these board decision-making systems in executing the roles of the board and each board member is dependent on individual board members exhibiting six essential attributes:
- The ability to work well with others as a member of a collaborative group with group decision-making authority and an understanding of the fiduciary duties of loyalty, care, and obedience.
- The ability to think strategically and analytically and to effectively communicate thoughts and the reasons for them.
- Possession of earned respect of other key stakeholder group members.
- Demonstrated understanding of the differences between “oversight” and “supervision.”
- Earned reputation for emotional maturity, personal integrity, and honesty.
- A demonstrated familiarity with the body of knowledge related to both the process for which the group is responsible and the subject area within which decisions will be made.
How a board member fulfills their roles is as important as what roles they fulfill. Board members function as individuals within a collective group. Understanding board norms related to its roles and behaving in accordance with those informal policies is essential to sustaining a rewarding board experience that is both successful and enjoyable.
Norms are the bridge between policies and rules. Norms are different from rules in that rules state exactly what must occur, when and how. Policies are more general in that they guide people but usually do not provide the “how” to do it. In effect, with norms the board is saying to each member, "This is what we normally expect to see happen as you fulfill your roles”.
For example, relationship norms might include: contribute ideas and solutions; treat board members and staff as equal partners in discussions, while recognizing the board’s ultimate authority to determine policy and strategic direction; and personally support and protect a leadership culture that celebrates the value of diversity in perspectives.
As another example, conflict-management norms might include: acknowledge valid points made by other members; not dismiss any reasonable idea without exploring it; encourage effective dialogue before decision-making by asking questions that encourage exploration rather than declaring positions prematurely.
Inherent in the nature of association governance is shared accountability for achievement of common purposes. Inherent in shared accountability is the need for structure, process and culture that supports informed collaboration in the pursuit of common good.
Glenn Tecker will be symposium facilitator at The 2017 Symposium for Chief Staff and Chief Elected Officers. The event will be held in Mississauga from February 27 to February 27, 2017, and in Vancouver from March 2 to March 3, 2017.
The CEO Symposium will help your organization’s Chief Staff and Chief Elected Officer work as a team to:
- Enhance your organization’s governance process by establishing role clarity.
- Establish a joint understanding of your organization’s annual priorities.
- Gain a consistent perspective of your organization’s current and anticipated challenges.
- Make knowledge-based decisions and determine effective avenues of communication.
- Foster an open relationship based upon shared values and trust.
Glenn Tecker is Chairman and Co-CEO of Tecker International LLC, a multi-national firm that has served over 2500 organizations around the world with research, strategy and learning. Glenn is lead instructor for CSAE’s Symposium for Chief Executive and Chief Elected Officers and the primary author of The Will to Govern Well: Knowledge, Trust and Nimbleness, Building Toward a Knowledge Based Culture and co-author of Dimensions of 2!st Century Competencies of the Association CEO.