In 2002, attorney Mark D. Alcorn pointed out the key indicators of a dysfunctional association board of directors. He said, “I believe the troubled boards outnumber focused, efficient boards by a substantial margin.
“When a board of directors has more than its share of trouble and struggles, it can be dysfunctional. The presence of more than a few of these signs is cause for concern,” he added.
I wanted to review the dysfunctions identified nearly two decades ago to check their relevance to today.
Power Struggles: While directors should be focused on the mission and strategic goals, fighting for power among individuals and subgroups on the board is destructive. The board should be guided by equality and a shared responsibility.
When any person or group portends to be more influential than others, the concept of democratic governance is unworkable. The board should address power struggles to return harmony to the governing process.
Voting Blocks: Counting and collecting vote commitments prior to a meeting is inappropriate. It breeds distrust to learn that some directors are lobbying and collecting votes prior to the duly called board meeting.
Votes should be based on facts and the deliberation at the board table. Proxy votes and alternative directors is a concept long abandoned.
Lack of Respect: The appearance of hostility, aggressiveness and disrespect at meetings diminishes good governance. While many of America’s institutions are facing problems with integrity and civility, one would hope it does not penetrate association governance. One of the most adopted guiding principles of boards is that of respect for people, ideas and diversity.
Micro-Management: The board’s role is to advance the mission and strategic goals, while serving members and making best use of assets. If directors start to call or visit the staff with questions like, “I just wondered what you are doing today,” they have fallen to the level of micro-management.
Employee oversight and evaluation is the responsibility of a CEO, not the board members. A guiding altimeter for governance places the board at 50,000 feet, committee work at 25,000 and staff management at 10,000 feet.
Preoccupation: The board is guided by authorities such as parliamentary procedure and bylaws. When directors use those concepts to hinder progress, it wastes valuable time.
Too many organizations feel a need to amend the bylaws annually, appointing a committee to find faults and offer ideas. The governing documents are a guide, not tools to obsess over.
Disparaging the CEO: When one or more directors are critical of the chief staff officer, or any staff member, it distracts from the board and its purpose of governance.
The relationship of the board and CEO is that of a working partnership. Board focus should be on governance, while the staff manages the association. Openly criticizing staff is a serious problem.
Last-Minute Proposals: The board should not be hoodwinked by a last-minute motion as the meeting is about to adjourn. A board that is swayed by last minute proposals, overly enthusiastic discussions (groupthink), and slick presentations without the benefit of facts, is not doing its fiduciary duty.
To avoid surprise motions, ask directors to submit their ideas to the association a week before the meeting so it can be properly reviewed and scheduled. Remove “new business” from the agenda to avoid surprises.
Heavy-Handed CEO: Some executives amass too much “control” over the association, leaving the board to feel powerless. Governance requires a balance between board and staff.
If the CEO is heavy-handed, the board should look for balance and ask themselves why that occurred. The opposite is a board that relinquishes their duties to the executive by neglecting their responsibilities.
Representative Directors: There was a time when board composition was built on representation, for example a director from every chapter or someone to represent special interests.
Alcorn emphasizes, “Directors must represent the organization as a whole, not subgroups and special interests.” The board’s role is to advance the organization’s mission, not to represent subgroups. When directors walk into the boardroom, they should take off their specialty hats and work as a team.
Rump Sessions: Informal meetings outside the boardroom nearly always exclude some directors and facts, undermining trust within the board. Rump sessions digress to discussions that should not be had. Turn to the CEO and officers to get impartial, factual answers.
It seems the dysfunctions of a board have not changed much since this was first published in 2002.
