Board Governance Case Study
LRI was hired to facilitate a planning process for a large non-profit organization. The client’s mission was to improve the delivery of health care to children across the United States. Among the questions posed to us were: What are the ways in which our advocacy efforts need to expand, and how can we develop our Board of Directors?
The executive director, Becky, had been in the role for more than a decade. A former dancer, Becky was detailed and careful in her handling of the organization’s 35 staff and its multi-faceted programs. “I think you’re going to find that we need our Board to change if we’re going to change,” she said with a wry smile.
We scheduled a three-hour planning session with the 20-person Board of Directors. We conducted a visioning exercise and learned that a majority of Board members felt the organization should move aggressively into advocacy at the state and local level. The Board president made a strong argument for this position. Other Board members, however, expressed concern about competitive pressures for funding. We asked each Board member to declare their viewpoint on this issue.
Afterwards, Becky said she was happy with the session because it revealed the Board members’ positions on a key issue. “We have a majority of Board members who want us to expand into state and local advocacy. I happen to agree. But we have a small group of members who are blocking us. They happen to be among our oldest members, and they want us to stay in our place.”
Becky explained that this group of “founding” Board members were themselves heads of local advocacy organizations. “We put them on our Board to improve our local advocacy linkages. But those members are turning out to be a real headache.”
At our next meeting with the Board, we introduced our tool called the Five Habits of High Performing Boards. We asked them to assess how well the Board was doing on each habit. Scores were lowest for the habit of clarity about Board members’ roles. I asked the Board to reflect on this question: “If members of your Board wear multiple hats, how does it affect the quality of your Board’s decisions?”
This ignited a heated discussion. “We see this Board as a place where a coalition of partners comes together to fight for better educational outcomes,” one of the founding members said. But several expressed a different point. “None of us should come to the table representing our own organizations. Our job here is to focus on this organization.”
Over the subsequent weeks, I facilitated biweekly meetings of a special committee on Board governance. I introduced alternative governance models. “If one goal is to build the coalition,” I said, “let’s create a place in the structure for it.” I described the Girl Scouts of America and their Policy Council model: those who serve on the Policy Council represent other organizations and are free to express their agendas, and those who serve on the Board make organization-focused decisions. The Board governs. The Council advises. The roles are clear.
Through the facilitated process, the committee developed a recommendation for a new structure. The Policy Council would represent the coalition partners and have the power to set the strategic priorities for the organization. The Board of Directors would ratify the strategic priorities and govern the organization. This shared power arrangement helped seal the deal. In June later that year, the Board approved the new structure overwhelmingly.
A year later, we took stock. The Policy Council was growing in number and in clout. The Board was united. The organization had expanded into 12 states with great success. And Becky was finally able to take a two-week vacation.