Thursday, December 11, 2008

ASSURING THE BEST BOARD CHAIR AND BOARD OF DIRECTORS

One of the best friends of this Blog and of our federation system has sent me some guidance on how to achieve the best non-profit Boards and the most responsible Chair -- Assuring Accountability and Engagement. He sent the materials on to me from a University Board Seminar he attended. The points made should be studied by our federations but, most critically, by each of us who are members of the UJC Board and its Chairs and CEO -- whose reading skills have proven to be in serious doubt.

"WHAT MAKES BOARDS UNIQUE?

1. A Board only exists when it is meeting.
2. A board is an entity not a collection of individuals.
3. The authority of the Board derives from the whole, not from any individual Board member."

"WHAT IS THE 'FIDUCIARY DUTY OF THE BOARD?"

1. The Duty of OBEDIENCE
2. The Duty of CARE
3. The Duty of LOYALTY"

(Each "Duty" above is to the institution, not fealty to a transient set of leaders.)

After pointing out that "[V]olumes of research suggest that a diverse group of independent Directors with access to good information will consistently make better decisions about big picture issues...," the experts frame the question: Then why in many cases don't they?

"ONE REASON IS LACK OF UNDERSTANDING OF THE FUNCTIONAL RELATIONSHIPS BETWEEN BOARD, THE BOARD CHAIR, THE EXECUTIVE COMMITTEE, OPERATING COMMITTEES AND THEIR CHAIRS."

"1. The Board has ultimate authority.
2. The Chair is accountable to the Board.
3. The CEO reports to the Board.
4. All committees and their Chairs report to and are accountable to the Board.
5. The Executive Committee reports to and is accountable to the Board."

"Consequently," these experts in non-profit governance write, "Boards must expect and emphasize competence and accountability in all Board Members and leaders."

(An aside, at UJC there has been a fundamental and egregious breakdown in all areas of authority. The UJC Board has essentially abandoned its responsibilities to a Chair and CEO who demonstrate no sense of responsibility to their Board.)

"BOARDS AS TEAMS: Real teams don't emerge unless individuals on them take risks involving conflict, trust, inter-dependence and hard work."

"GREAT BOARDS/TEAMS

1. Have good fights -- Team harmony is in most cases apathy
2. Focus on facts or tasks
3. Multiply alternatives
4. Create common goals
5. Have great processes for problem solving and religiously follow them
6. Balance power structure
7. Seek consensus with qualifications
8. Use humor
9. Transparency."

Now, UJC's "leaders" will read 1-9 and conclude "we're doing all of this; what's Wexler's problem?" Folks, you're doing none of them.

The authors continue:

"BOARD CHAIR RESPONSIBILITIES

1. Serve as Advisor to CEO
2. Serve (as) Advisor to Committee Chair
3. Serve as Board's Representative both internally and externally
4. Chairs Board's Executive Committee
5. Perform other tasks necessary for ensuring high levels of Board performance"

Then, the final admonition: "YOU, our Board as an Entity, are responsible for the leadership and success of (UJC)"

No one reading this and serving on UJC's Board can any longer avoid the fiduciary responsibility that comes with the position. You never could. Understand and challenge. Engage and demand.

Rwexler

5 comments:

Joe said...

I want to thank you for this post.
I am going to share it with NGO leaders I am in contact with.
It is perhaps the best text I have read on what board membership (i.e. leadership) means.
Joe Brown Leer

RWEX said...

Joe,

Thanks. I hope others will find it useful.

Richard

Leslie said...
This comment has been removed by the author.
RWEX said...

Dear Leslie,

With regard to UJC you have written it far, far better than I have or could.

Our thanks,

Richard

Leslie said...

(I deleted my former comment because I noticed a few errors.)

These guidelines for properly understanding the role of the board of directors apply not only to UJC but to each and every federation (and constituent agency). Currently our federations are sorely lacking in proper governance and it shows in the dysfunctionality of individual communities.

While application of these guidelines would be an improvement, it is not the cause of UJC's issues. The fact is UJC's owners have little real commitment to a shared UJC mission and therefore even less commitment to the strategic and programmatic manifestations of a mission.

UJC's owners must decide whether the few big federations are the sole de facto owners or it is truly shared ownership. Nobody outside the few biggies will care so long as they have no meaningful voice. Yes, that means that the biggest federations must refrain from exercising their dollar clout. That is a difficult request. But it's also necessary if the system is to work as a system for all of North America's Jewish communities.

The system must decide what it wants and commit to it or shut UJC down. Otherwise its deterioration will only continue and resources and goodwill will be wasted.

Good governance is a necessary ingredient to a functioning organization. But good governance will be impossible without agreement on a mission, objectives guided by the mission and programs designed to meet the objectives.