Nonprofit
Boards and Governance Review
Adjusting Your Bylaws
to Promote a Strategic Thinking Board
(Part
2 of a 5 part series)
By Terrie Temkin,
Ph.D.
NonProfit Management Solutions, Inc.
How To Build A Strategic Thinking Board, Part 2 of 5
Building
a strategic thinking board is not difficult.
Those familiar with best practices in the
areas of board development and governance
will recognize most of the steps. The key
is putting them all together and making them
an integral part of your organization's culture.
The
steps can be classified in four basic areas:
adjusting your bylaws to promote strategic
thinking; recruiting strategic thinkers;
orienting board members to the organization
and their responsibility for strategic thinking;
and, structuring meetings to maximize strategic
input. In this article I will deal with the
bylaws.
Adjusting
Your Bylaws
All
too often, organizations inhibit strategic
thinking without realizing it because they
operate under bylaws that stipulate practices
that are counter-productive to the thoughtful
exchange of information, ideas and intuition
-- cornerstones of the strategic thinking
process. While I am a strong believer that
there is no one way to run an effective board,
there are four factors typically spelled
out in bylaws that can have a dramatic impact
on a board's ability to think strategically.
These are the size of the board, the use
of executive committees, the frequency of
board meetings and the medium through which
board members can participate.
Size
of Board
Many
boards are large by design. The reasoning
is that each additional board member extends
the reach of the organization into new spheres
of influence and affluence. However, if a
board is to think strategically, every board
member must participate, offering his or
her unique perspective on issues. Large boards
prohibit this. It is too easy for someone
to sit back and abdicate any sense of responsibility.
So
what is too large? A board is too large if
the members cannot sit around a table and
easily eyeball one another. Generally speaking,
this means limiting board membership to under
20, with 7-15 being more conducive to substantive
interactions. If you are concerned about
losing your reach, use committees made up
of people who do not sit on the board. Remember,
the goal here is to use the board to provide
strategic direction, not be all things to
all people -- or, in this case, be all things
to the organization.
Executive
Committees
Few
constructs do more to limit strategic thinking
than executive committees. Having a small
group make decisions behind closed doors
does little to encourage committed thoughtful
participation by the larger group. Whether
the executive committee presents its decisions
as fait accomplis or thinly-disguises
them as recommendations, the rest of the
board understands that its role is to rubberstamp
those decisions. And, if that is the case,
no one is going to waste time or effort in
thinking through ramifications or other options.
The usual justification for executive committees
-- to make quick decisions in times of crisis
-- is moot if your board is small enough.
Frequency
of Board Meetings
The
trend over the last several years has been
to reduce the number of meetings board members
are expected to attend -- in some cases,
to as few as one or two a year. Board members
have a legal duty -- the Duty of Care --
to make informed decisions. One can hardly
be expected to make informed, strategic decisions
if meeting only one, two, or even five or
six times a year. Needed knowledge about
the organization is just not going to be
there.
I
am not suggesting that boards need to meet
once a month. An organization could choose
to meet on an evenly-spaced schedule like
every four to seven weeks, but it could also
decide to meet more frequently during the
organization's busy seasons and less frequently
at other times. If you want strategic thinking,
be strategic about your meetings. What I
would not suggest is to eliminate all summer
meetings. The work of the organization does
not stop just because it is vacation time
for the majority of people.
Means
of Participation
Board
members are busy. They travel, life interrupts.
However, you need most of your board members
at each meeting if you are to get the best
strategic thinking. Consider using today's
technology to increase participation.
Each
state has different laws regulating the use
of technology as a means for conducting board
business. Clearly, your bylaws must be in
compliance. However, many states merely require
that people be able to participate simultaneously.
This would allow the use of conference calls,
chat rooms or online conferencing. The latter,
among other things, allows everyone to see
the same visuals, annotate those visuals,
hear each other talk, and take votes. You
could even put up everyone's pictures so
that people can put faces to names and ideas.
The
use of this technology has the additional
benefit of allowing you to broaden your search
area when seeking the best strategic thinkers
in your mission area. You are no longer limited
by where people reside or by concerns that
they may not be sufficiently able-bodied
to physically attend meetings.
If
you are concerned that your organization
will lose too much by meeting via technology
consider placing limits on such participation.
For instance, you might require that everyone
attend a minimum number of meetings in person
before "attending" a board meeting
via conference call. Or, you might limit
the number of times within a given year someone
can participate using one of these alternative
mediums.
The
key to all of this is to consider the changes
your organization needs to make in how it
functions in order to facilitate more strategic
thinking. Once you've identified those changes,
you must change your bylaws to provide the
necessary authorization to operate in the
desired fashion.
In
Part three of this series I will cover recruiting
strategic thinkers.
Editor's
Note: Our thanks to Terrie Temkin her contribution
to Nonprofit Boards & Governance Review.
More information about Terrie can be found at: http://charitychannel.com/resources/Detailed/600.html
|
