To people without experience on or around Boards, Board work can look pretty black and white: you show up, you hear presentations on various topics, you ask pointed questions, you vote on the best policy, and that’s the end of it.
To people who do have experience on or around Boards, the reality of Board work is much grayer. I don’t want to comment on whether it should be this way or not, though the title of this post somewhat tips my hand; I simply want to talk for a minute about what is. And what it is, many times, is so ambiguous that the amount of energy that must be focused on even the most rudimentary procedures is so heavy as to become stultifying. To wit:
1. Boards have ultimate authority over goals. This means that what others take as givens, whether they are called goals, parameters, requirements, obligations, or priorities, are negotiable at the Board level. Every objective is negotiable, all the time, no matter what people say.
2. Boards have ultimate authority over process. This means that whatever the decision making process is, it is set by–and can be changed by–the Board at any time, for any reason. (OK, not for “any” reason, but I’m assuming that anyone on a Board with an agenda is clever enough to mask the real agenda with a more viable, strategic-sounding alternative.) So not only are the objectives negotiable, but so is the process by which those objectives are set.
3. Boards are made up of men and women who are generally not trained to be on Boards. Attorneys preside over school Boards; former politicians run corporate Boards; passionate individuals run charitable organization Boards. These people are just that–people–with (one hopes) competencies in certain areas and maybe some experience (which itself can be good or bad), but ultimately they are subject to the same laws of human nature as you or I.
At the Board level, if you don’t like the goals that the organization is going after, you can fight to change them… and if you don’t like the way the fight is coming at you, you can change the game to predispose the organization to a different outcome. If you get frustrated, you may get emotional and make rash decisions without even realizing what you are doing. Around and around it goes. The fact that a fellow Board member may be a neighbor of yours, or the head of a charity that is important to you, or maybe even the CEO of a company, only serves to make everyone even more sensitive to the ambiguity of the relationships.
When an issue is raised to a Board, its members must first assess three criteria before any action is taken:
1. Is the issue being brought before us genuine, or does it represent someone’s parochial interest?
2. Is the process being used to raise the issue genuine, or is the Board’s focus purposefully being diverted?
3. Are the parties involved level headed, or are they letting personal biases influence them… perhaps without their own awareness?
The impact of these questions can be to make Boards insular. These issues can require so much time and energy to work through that it is often easier to get something done working with a known–and predictable–set of players where you don’t need to wonder about people’s motives each and every time. Good or bad, the answers are predictable, and predictable in this case let’s you get something done.
A well functioning Board has the self-awareness to recognize its own political struggles. It has the courage to bring a level of transparency to the process. It owns its decisions and actively chooses which problems it will tolerate. It doesn’t tolerate political agendas built around sub-optimized outcomes, but it is careful not to throw the baby out with the bath water, either. It drives the company forward and focuses attention outwardly rather than inwardly.
Boards that don’t function well seek first to protect themselves.
The Board that is operating beyond its ability level hoards information rather than sharing it; thinking the world unable to assess data as well as it can, it guards its process and defends it monstrously, supplanting transparent adaptability with comfortable rigidity. It demonstrates a certain degree of paranoia, assuming agendas everywhere it looks, and seeking to change the rules to protect its members’ own jobs before addressing the core issues of the business. A poorly functioning Board often creates the very issues it fears most (including calls for members’ ouster). I’ve been able to watch both kinds of Boards at work. I’ve also watched Boards swing back and forth between the two types.
If the Board you are trying to influence is a good one, you are in luck: a fast ball up the middle will work. These Boards know how to prioritize issues, and know when and how to solicit outside expertise when they find themselves struggling with an issue beyond its expertise. If, on the other hand, you are working with a bad Board, understand that if you send a fast ball up the middle, they will pressure the ump to call a ball or they will petition to change the strike zone before they take a swing at your issue. With these Boards, issues are secondary to the relationships… Boards are trying to simplify the process of working through the three criteria above rather than actually work through the criteria themselves, and relationships are the best way to simplify. To get something done, you either need to use power or you need to operate within the constraints of “the devil you know is better than the devil you don’t.”
Understand that bad Boards choose the devil they know, and your job as an advocate of change is to either make them so uncomfortable that they have no choice but to adapt, or to get them to interpret your suggestion as the one they already know by winning them over personally before presenting your idea.If you are in it to win and dealing with a bad Board, you must play the game. You must find the power to cram something down the bad Board’s throat, or you must win from the inside, even if that means pitting friend against friend. If you don’t think you have the stomach for that, you don’t want to win badly enough. Politics is always won from the lowest common denominator. Hopefully, you don’t have this issue. Hopefully, you have a competent, well functioning Board that is transparent, adaptable, and trusting. Hopefully, you will never need to make the tough choices required to win the war against a bad Board.
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I'm Jason. I make people shine. My mission is to help 1 million people tell their stories better. 