Monday, October 9, 2017

When Governance Means Governance

I'm gearing up for another Board meeting this week. That means, among other things, that I've been in communication with our Board chair about necessary agenda items and things that we would like the Board to achieve by the conclusion of the meeting.

Now, as I've recently blogged, a few years ago my association's Board adopted a Governance Policy that, among other things, clearly separates responsibility for ends and means determination. In other words, it puts the Board squarely in charge of governance, the association CEO squarely in charge of management, and creates a bright line between the two.

This year's Board chair takes that policy seriously, and in our planning discussion a major focus was on how we would keep the Board "out of the weeds" and focused on either: (a) determining the outcomes the association should achieve; (b) monitoring whether or not the plans put in place by staff were achieving those outcomes; or (c) allocating the resources needed for successful execution of those plans. In the view of my Board chair, those were the only kind of discussions that would keep the Board squarely in its governance role.

It's a more complicated situation than it may seem. Four months ago, at the Board's annual strategic retreat, high-level outcomes for the association were determined, as well as a set of metrics that would be tracked over the next fiscal year to determine if the association was moving productively towards those outcomes. In the intervening months, most of the activity of the association has been at the staff level -- setting goals, developing the program objectives that would help us achieve them, and moving forward with the individual and necessary action plans.

Now, we're only one third of the way through our fiscal year. Some of those action plans are already producing the desired results, but not all, and many are not expected to. The plans and programs, after all, are designed to manifest over the course of an entire year. To me, pulling the plug on them after only four months makes even less sense that re-discussing, and potentially changing, the desired outcomes that we determined back in June. But, if we're not careful, the Board, given its focus on governance not management, may find itself going down either of those trails.

What are we to do?

Well, working with my Board chair, we crafted the following message, which will be included as one of our first agenda items:

At the June 2017 meeting, the Board set our “ends” – and described them in our ends statements, success indicators, and approved budget.

Since the June meeting, the staff has defined our “means” – and have described them in a series of goals, program objectives and action plans that should help us achieve our ends within the limits of the budget approved by the Board.

During the October 2017 meeting, the program objectives and action plans associated with several of our key goals will be described and discussed. The Board is asked to focus its attention on the following questions:

1. For each goal, are the means in alignment with the ends that the Board has defined? Does the Board believe that execution of the described plan will result in the achievement of the goals?

2. If yes, what role can Board members play in the execution of the means? Remember that in addition to serving a governance function at our Board meetings, Board members can be asked to provide key support for our operational objectives.

3. If no, why not?

4. Do the proposed resources appear adequate to fund the means? What additional resources might be needed? How can those additional resources be provided?

It's a good message. It reinforces our strategy and execution process and provides the Board with clear expectations for its role at this stage -- four months in to what must be viewed as a twelve-month journey. It seems to communicate, remember, we have already set our goals, and now we are working the plan. If the plan is sound, good, we can rest easy. If it isn't, then we must ensure that it is made sound, and especially that it has the resources it needs to succeed.

I'll be curious to see how the other members of the Board react and what kind of discussion ensues.

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This post first appeared on Eric Lanke's blog, an association executive and author. You can follow him on Twitter @ericlanke or contact him at

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