A client of ours is a non-profit association based in California. We work with the Board of Directors, helping its 13 members gain clarity about the best practices of non-profit governance – and instilling those practices. A fundamental principle that we teach about effective boards is this:
It’s the board that makes decisions, not individual board members.
Of course, individual members have a role to play in coming up with ideas, debating alternatives, and voting. But it’s only when the board, in a formal vote, makes decisions that those decisions are binding on the organization. (We can talk about the role of committees at another time.)
The challenge for this particular association is that several of its board members – often a majority – get together socially on a regular basis. Over a glass of wine and dinner, they start talking shop. And naturally they get excited about a particular idea and decide collectively to put it into action.
When we talked to the board president and the executive director about this, they both described it as board members going “rogue.” “They’re bypassing our normal channels and acting like they’re in charge” is how the board president put it. The executive director had even stronger words!
Now if this were a public agency in California, this would be against the law. The law bans any discussion about board business outside of a formal meeting if a majority of board members is present. But no such laws govern non-profit organizations.
In which case, it’s a matter of self-regulation. The question is:
What’s the right balance? Where do you draw the line between the free flow of ideas and board discipline? How do you apply the fundamental principle of board governance – that it’s the board that makes decisions, not individual board members – in such cases?
The rule I advise non-profit boards to adopt is this: any discussion about board business outside of a formal meeting needs to stop well short of making decisions. If a topic has come up that seems important, then everyone needs to say: “Let’s take this up in a future board meeting. And let’s send a note to our board president letting him or her know we want to put it on the agenda.”
It’s a simple rule to articulate. But it can be hard to practice, particularly if there’s a lack of trust.
For example, if board members don’t trust the executive director, they’re likely to want to take matters into their own hands and act like they’re in charge. Or if they don’t trust that the board president can effectively facilitate a discussion about a tough topic, they may seek another venue. But this is a dangerous way to think and to act. It results in what is rightly called “rogue” behavior and only deepens the dysfunction on the board.
In summary, non-profit board members need to remember that the hat you wear limits what you can do as an individual. The hat you wear means you need to trust that by bringing matters to the whole board, you can articulate your case and an effective solution will eventually be found.
Download the PDF – Ten Responsibilities of Non-Profit Board Members