Governance vs. Management: Policy Governance® model can help Directors “get out of the weeds.”

For more than two decades now, I have been observing the election, development, conduct, and decision-making processes of nonprofit governing boards. My interest in how boards govern (or don’t) has increased to the point where the characteristics of elected leaders has become more interesting to me than ever before. I share these interests with many senior association professionals. Closely connected are my observations of board-staff relationships, primarily because these are the key success indicators relative to AMG’s successful service to clients.

Recently, at a session of the American Society of Association Executives (ASAE) annual meeting, we discussed observations on governance versus management among nonprofit organizations. Our discussion on why boards exist did not demean the passion, energy, and commitment of board members. Those of us in the profession know Board members to be very intelligent, experienced people as individuals. Yet as John Carver, author of Boards That Make a Difference states, “sometimes boards tend to be incompetent groups of very competent individuals.”

In our ASAE session, we spent a good amount of time discussing Carver’s Policy Governance® Model (www.carvergovernance.com) and concluded that one central reason a board exists is to be accountable for the efficiency of its association. The board is where all authority and accountability resides. And yet, so many boards do not understand governance and instead involve themselves at various levels in management and operations.

I like Carver’s model because it doesn’t make room for board members to involve themselves in the operations of the organization. Instead, boards should be strategic thinkers with the long term health of the organization in mind. To do this, boards employ a CEO or Executive Director to report on the operations of the organization. Through this executive figure, Carver asserts that boards need (1) to be definite about its performance expectations, (2) to assign these expectations clearly, and then (3) to check to see that the expectations are being met.

To achieve a harmonious board-staff relationship--and ultimately succeed as an organization--boards should demand organizational achievement in a way that empowers the staff, leaving to their creativity and innovation as much freedom as possible. This is a question of what and how to control, but it is equally a question of how much authority can be safely given away. Carver argues that the best guide for the board is to give away as much as possible, short of jeopardizing its own authority.
Board members should no longer be recruited based on their having skills that mirror the skills of staff. Policy Governance® seriously asserts that boards be visionary and provide long term leadership. Boards must persevere in describing purpose and ethics/prudence boundaries. Forming clear policies from those values is far harder than telling the staff how to do its job. Board members must be experts in governance, not management.

Carver’s Policy Governance® model provides an alternative for boards unhappy with the amount of reactivity, trivia, ritual and management they are involved in and are seeking to be truly accountable. But attaining this level of excellence requires that a board breaks with traditions and preference to manage and embrace governance. The model offers a challenge for visionary groups determined to make a real difference in tomorrow's world. That is why those of us in the business of association management believe Carver’s model has much merit.

Visiting Old Friends: Updating Bylaws

It appears to be bylaw season around the office at AMG. Many of our clients have been taking the opportunity this summer to review and check to see if current practice and preferred procedures conform to what’s in their bylaws. And often they do not. If you find this to be the case, it may be time to revise this important governance document to better correlate with operational procedures and to better achieve desired outcomes.

When it comes to the basic governance of your association, the bylaws are the proverbial backbone. Or one could look at bylaws as the foundation for all policies and procedures of an organization. They are rules adopted by members that dictate how the members wish to be governed and have their organization operate. They also regulate all actions taken and decisions made. If the bylaws do not appropriately reflect the needs and current practices of the organization, trouble can occur.

Updating the bylaws to match the present practice and member preferences seems to be an easy choice. Maybe your organization needs a revamp of its election process, or perhaps, in the shifting of your organization’s management, a new board position is deemed necessary. Maybe a governance rule or regulation has been established that your membership needs to address. Whatever the situation is, we, as association leaders, should not be afraid to dig into the “mysteries” of our association’s bylaws and take a long, hard look at them.

There is always the threat of resistance to changes in association bylaws when revisions are being contemplated, with the flag of tradition or continuity being waved. I would never advocate for ignoring the history or traditions of an association or rewriting the bylaws from square one. I am advocating for making responsible changes and streamlining and simplifying with the payoff being a more efficient and successful association. It’s hard to imagine an organization whose needs have not changed at least a few times since they were founded and the bylaws written.

The benefits of revision to out of compliance bylaws definitely outweigh the potential backlash and heavy emotion which is sometime involved in the process. Bylaw revisions can make for a stronger and more effective non profit. In today’s best practice, removing bylaw hurdles to streamline operations and management can save much time and effort and really meet your member needs.

Now may be the time to explore the foundational governance document of your association. How can your governance be more effective, better achieve the mission and goals, and meet the current needs of your members? With strong and concise bylaws as the base of your organization, the operational policies and procedures will be able to flourish and you will be able to build your association into a successful industry and professional necessity.