Executive Committee – Yes or No


Have you ever had the experience as a member of an Executive Committee of discussing the board meeting agenda before the meeting of the full board?  Then when the board meets, you discuss it all again with but this time with more people.  Did you ever ask what advantage there was to discussing the same things twice – and coming to the same conclusions?  Imagine designing a process like that!

The bylaws of many non-profit organizations require an Executive Committee.  It’s very common for the bylaws to authorize this committee to act on behalf of the Board of Directors between meetings of the board.  Thus it becomes a mini board, vested with the same authority as the full board but for much more of the time than the board itself.   Read more

Closed Sessions of the Board

board chair accountability governance

Question:  Recently I have begun to feel uncomfortable with the closed sessions our Board of Directors has been having.  Our Board Chair has now suggested that we have a closed session at every meeting without the CEO or any staff present.  The Board agreed to go along with the Chair, but I don’t think I’m the only one that doesn’t really like it.  What do you think of closed sessions?  Are they right? Read more

Avoiding and Surviving the Perfect Storm, Part Two

Avoiding and Surviving the Perfect Storm in Board Governance Leadership RelationshipModel.com

The fact that visits to my blog more than tripled in a single day when I posted part one of this two-part article is an indication that I touched a nerve.  Good. In this article I want to share how to get out of this mess or better yet how to avoid it altogether.  If you didn’t read part one, you may wish to now so this will have more meaning for you and your board. Briefly, a perfect storm results from abusive use of power with some or all of the seven (or eight) elements that I mentioned in part one meet up with accountability.  That’s the perfect storm.

It’s obvious that the first effort should be to avoid the storm.  The problem is that we tend not to think about storms until we can see them.  What I mean is that almost any structure works when there is harmony and alignment. It’s when there is disharmony and conflict that you see how vague and sloppy your structure is. I have seen so many conflicts develop because of unclear organizational structures.  When there is a lack of clarity on how authority flows, strong leaders behave like two rams (or ewes) going in different directions on a one-way mountain trail. Here’s how to avoid them before you can see them. Read more

The Rogue Board and the Perfect Storm

The Rogue Board and the Perfect Storm RelationshipModel.com board governance

In my fifty years of leadership in not-for-profit organisations, the last fifteen of which is as a governance consultant for more than 200 organisations in two dozen countries, I have seen rogue boards encounter the perfect storm only six times.  That’s only 3%.  It’s rare, but you might be surprised how often the elements that make up this unusual situation appear in otherwise normal organisations.  Take a look at the seven elements that can result in a rogue board encountering the perfect storm.  Then compare these elements with what you are experiencing to assess where your board is heading.

The common characteristic of all these encounters is an abuse of power that is designed to achieve an outcome that results in one person or group within the organisation having more power than is appropriate in a healthy not-for-profit organisation.  It may be encountered in the relationship between the CEO and the Board, the Board Chair and the Board, a Committee and the Board, a Committee and the Membership, the Board and the Membership, and several others. Read more

Today is a Red-Letter Day!

Today for the first time, you can order my three books on governance as eBooks!

This is very significant for several reasons:

First, the cost of each of the eBooks is less than the cost of shipping to any international address. There is no shipping cost!

Second, the time of shipping books to places where shipping takes forever is accelerated to the speed of light.

Third, this makes much more possible my desire to be the governance guru to the world.  My work in Africa over the years has made me realise that boards everywhere are interested in governance and are finding it very difficult to get consulting support.

Now, no matter where you live, all you need is an internet connection to get user-friendly governance consulting.

Follow these links to the three books written for three specific types of boards.  You may order a copy of any of the eBooks for yourself or get a very special price on multiple copies for your whole board.

For faith-based boards – Go to Governance Matters – Governance, Leadership, and Management for Faith-based Boards.

For values-based boards – Go to Not-for-Profit Governance Matters – Governance, Leadership, and Management for Values-based Boards.

For churches – Church Governance Matters – Governance, Leadership, and Management for Churches.

Soon you will also be able to have me visit your board electronically for a live, interactive training session.  Stay tuned to learn how to do that.  In the meantime, let me hear from you how I can support your board and your personal leadership.  I’m right beside you electronically!

Les Stahlke

Does the Board Chair Have a Say?

board chair accountability governance

Imagine that your board has just finished a long, involved and somewhat heated discussion on a matter of strategic importance.  The board seems divided on whether the organization should take the opportunity of expansion or whether the new initiative should be delayed.  At the heart of the issue is the degree of risk that board members can handle comfortably.  The motion is made and seconded.  The vote is a tie.  What shall the board chair do?  There is little doubt in your mind how the matter will be settled.  You are well aware that the chair has been pushing for this particular project behind the scenes for some time.  During the discussion he has spoken forcefully in favor of the motion.  You regret not saying something about your discomfort with the process.  After the meeting you hear other directors expressing disappointment in the outcome.  The decision is made, but the board is divided.

The process described above occurs too often in boardrooms.  Board chairs often speak for or against a motion.  It is even assumed in some corporate cultures that the board chair should take the leadership in pressing for the initiatives that he or she supports.   In some boards the board chair may even have two votes, one when the motion is called and a second if the vote is a tie. Read more