Board Confidentiality

Board Confidentiality
Board Confidentiality

You Asked

Question:  We seem to be have some “leaks” of information from our Board.  It’s causing some controversy among our board members.  What is your opinion on the obligation for board members to keep the business of the board confidential?

Answer:  There will always be some discussion, debate and differences of opinion that are a normal and healthy part of the governance process.  In fact, without such discussion I would suggest that the governance process isn’t as mature and effective as it should be.  The answer to your question lies in the relationship between this discussion and the decisions that are reached as a result of it. Read more

Dealing with Anger

Dealing with Anger
Anger

You Asked

Question:  At our Board meeting last week one of the Board members let me have it right in front of the rest of the Board.  Was he ever angry!   I’m the Chairman, but I just didn’t know how to deal with it.  I just let him go on, but it really spoiled the meeting, and the others didn’t know what to do either.  This person gets angry easily, but this is the worst it’s ever been in a meeting.  And it was over nothing.  How should we deal with anger like this?

Answer:  Well, first of all, there’s a lot that you haven’t told me about this particular incident.  Without knowing what was said, what the context was or what this history of this issue is, I’m afraid I can’t give you very specific direction.  The most I can do is give you some basic information about anger, what it is and how to handle it in yourself and others. Read more

Governance is Like Parenthood

Governance Responsibility
Governance Responsibility

Imagine that you are a young child again. School is out for the day. You’ve been home, but now you are outside playing with your friends. You are well aware of your limits and you respect them. They define your freedom. In my case I knew that I was free to play anywhere in the small town we lived in. I also knew that I couldn’t go past the cemetery to the south, across the tracks to the west, beyond Swan Creek in the north and Bell Road to the east. I also knew that I couldn’t stay out after dark, and I couldn’t miss supper.

Ironically, it was those limitations that gave me freedom. It is this simple principle that makes governing more like parenting than managing.

A governing board gives its CEO freedom to pursue the strategic direction that it has defined in the strategic plan. Instead of micro-managing by asking the CEO to come back for specific permission on a host of management decisions, the board simply states the limits of the CEO’s authority. Within his/her circle of authority, defined by those limits, the CEO is free to be excellent and creative in reaching for the strategic goals.

This governance principle has its root in the Old and New Testament. The basic “job description” of every human being has two components: Love God and Love your neighbor. Here God gives us a great deal of freedom to choose how we will fulfill our responsibilities. Instead of requiring us to come back again and again for permission for all of life’s decisions, He gives ten straightforward limitations: the Ten Commandments. They are stated in the negative, and they define our freedom.

The first three Commandments relate to our responsibility to love God. The other seven refer to the limitations placed upon us in loving our neighbor. As long as we stay within the limitations expressed in the Ten Commandments, we are free to pursue our love for God and our love for our neighbor as we wish.

Governing boards will achieve far more if they follow God’s example of delegating authority with limitations that produces freedom to fulfill responsibilities.

It is frequently the case, however, that board members bring their management experience into the board room instead of their experience of parenting or memories of being parented. That is why boards fall naturally into the bad habit of making management decisions instead of setting governing policies that define the strategic objectives and the limitations of the authority they delegate to their CEO.

Many boards begin life as advisory boards. They act as “cheerleaders” and in some cases don’t even make management decisions. This is particularly true when a founder recruits his/her personal friends as a founding board. In these cases, the boards may rubber stamp decisions that the founder has already made. After all, he/she knows more about it anyway.

As boards mature and the organization grows, the board may take on more management responsibility. There comes a point in this stage of an organization’s growth and development where growth cannot progress further. The board simply can’t handle the volume of information or decisions required, given the time they have as volunteers. It is at this point that a board is well advised to make the transition to becoming a governing board.

The board does this by creating policies to define the desired strategic results and by delegating the authority and the responsibility to the CEO to achieve them within the limitations of authority and available resources.

The Relationship Model™ was developed to apply God’s design of relationships to the governance of faith-based non-profit organizations. You may learn more about this model of governance, leadership and management by visiting relationshipmodel.com.

Les Stahlke, President

An Organization is Like a Tree

Looking up Tree

Imagine that a friend of yours described his experience of working in a Christian organization this way:

“Ten years ago I was at the bottom of the organization, but I was determined to climb the ladder until I reached the highest position I could.  I never expected that I would be the top dog in just ten years.  Imagine that, me on the top rung.  Now I have a dozen people working directly under me, and I have authority over a budget of $20 million.  Now I’m in a position to make changes from the top down to the lowest employee.”

This organization is NOT like a tree.  Take a closer look at the language that we hear so frequently in Christian organizations.

“Ten years ago I was at the bottom of the organization, but I was determined to climb the ladder until I reached the highest position I could.  I never expected that I would be the top dog in just ten years.  Imagine that, me on the top rung.  Now I have a dozen people working directly under me, and I have authority over a budget of $20 million.  Now I’m in a position to make changes from the top down to the lowest employee.”

Contrast that with the teaching of Jesus to His disciples, the soon-to-be leaders of the Christian Church.  “You know that the rulers of the Gentiles lord it over them and their high officials exercise authority over them.  Not so with you.  Instead, whoever wants to be the great among you must be your servant.”  Matthew 20:25-26 NIV

Imagine that an organization is like a tree.  The more the authority, the closer to the base you will find it.  The root structure that supports the entire tree is the membership along with the donors who supply the nutrients, but who are seldom seen.  Together they are the final source of authority and resources.

Above ground is the trunk that bears the weight of the entire tree, the Board of Directors.  All the nutrients pass through the strong trunk on their way upward to where the fruit grows.  Connected to the trunk and looking like part of it, is the Chief Executive Officer, the only employee employed directly by the Board.

Then comes the Senior Management Team, the cluster where the trunk branches out into the departments of the organization.

Above them are the branches that in the case of organizations represent different branches of the operation.

The leaves reaching the highest part of the tree, supported and supplied by all that is below them, represent the staff.  Each leaf is able to photosynthesize light, just like the staff member who adds value to the organization though his/her own set of competencies.

Somewhere long ago we adopted the “top-down” vocabulary of the world.  We have copied the Pharisees, instead of Jesus, in the way we think and speak of our organizations.

We will understand far better the way that God has designed the relationships in our organizations, when we make a conscious effort to make the paradigm shift from “top-down” thinking to “bottom-up” thinking.  Your organization is like a tree.  Imagine that.  What was it that your friend said?

“Ten years ago I was at the leading edge of the organization, but I was determined to reach my full potential until I had the heaviest load I could possibly carry.  I never expected that I would have this much responsibility in ten years.  Imagine that.  I feel like I’m part of the trunk of a tree.  Now I have a dozen people looking directly to me for support, and together we share the responsibility of managing a budget of $20 million.  Now I’m in a position to serve everyone in the entire organization from the base of the tree to the highest employee.”

I think this is also called “servant leadership.”

Les Stahlke

Consensus or Majority – You Decide

Consensus or Majority vote
Consensus or Majority vote

Imagine that the discussion on a motion has finished and the Board Chair calls the question.  “Who’s in favor?”  Some hands go up, some don’t.  Some seem to mumble assent.  You aren’t sure if this is a vote or if it’s an expression of consensus.  It appears to be somewhere in between, but no one seems to have objected so you guess it passed.  People did seem to agree with the motion during the discussion.  Anyway, the Chair has moved on to the next item.  The experienced board members understand what it all means.  You’re new, but you assume that you will catch on to the system with time.

Boards, management teams and other groups making decisions have two choices in how to approach the making of decisions – consensus or majority vote.  That assumes, of course, that the leader of the group (or a small faction within the group) doesn’t force a personal agenda upon the group, pretending that the group has made a decision freely.

Consensus occurs when the majority agrees on a certain course of action and everyone else in the group is willing to proceed for the sake of the group, even though some may not have chosen that course of action and would prefer another.  Consensus does not occur if even one member of the group is unwilling to proceed with a decision that he/she cannot support.

Consensus can be perfect, strong, medium or weak depending on the number of members of the group who agree personally with the course of action the majority wishes to follow.

A perfect consensus occurs when everyone in the group is unanimous in the decision.  This perfect consensus is sometimes erroneously thought to be the only form of consensus.  But consensus can occur without unanimity.

A strong consensus occurs when 75% or more of the group agrees and the rest are willing to proceed with the decision.

A medium consensus occurs when 50-75% of the group agrees and the rest are willing to proceed.

A weak consensus can occur when there is a plurality of viewpoints but where no group has more than 50% of the support.  If the group is still determined to decide by consensus, the majority may be willing to proceed with a minority who forms the one of the groups within the plurality of viewpoints.

Consensus offers several distinct advantages over deciding by majority vote.  First, there is much more involvement in and therefore ownership of the decision.

Second, it is easy to “test” the consensus with an unofficial poll or “straw vote” to see if consensus has been reached.  If not, the group continues the discussion until the poll indicates that consensus has been reached or that consensus is not possible.

Third, everyone in the group wins.  Since consensus is a matter of freedom of expression, no one is forced to proceed to against his/her will.  There are no “losers” when there is no coercion, blatant or subtle.

In one management team, the CEO, using the Relationship Model, gave the team the freedom to make all management decision within clearly defined limits.  One of the limitations was that all the team’s decisions must be made by consensus.  If consensus was not possible, the decision automatically defaulted to the CEO.  This leader reported that in four years, the team has never failed to reach consensus.  Imagine that.

Boards may also use consensus for the same benefits of involvement and ownership.  The Relationship Model would lean towards this form of decision making by any group.  The difference between management teams and boards is that if the board cannot reach consensus, the decision cannot default to a stronger authority.  In this case the Board has no alternative but to revert to a vote where the majority required for the decision will determine the outcome.  Normally, Board members are expected to support the decisions of the Board, but the sense of ownership may be lost in the process.

Consensus increases unity and commitment within a group, but the process of reaching consensus within a group must be clearly understood and agreed by the entire group before the process begins.

Les Stahlke, President
GovernanceMatters.com Inc.