Earlier this month, the preeminent observer of corporate responsibility, James B. Stewart, in his Common Sense column in the New York Times about the failures of the corporate Board at CBS in the "Leslie Moonves matter" wrote:
"Members of corporate boards, senior executives and even rank-and-file employees have a duty of loyalty -- to the company, not its chief executive. They're required by corporate law, company policy and in many cases their employment contracts to report misconduct to the board."CBS Report on Moonves Shows Epic Failure of Corporate Governancehttps://www.nytimes.com/2018/12/04/business/leslie-moonves-cbs-board.htmlI'm sure that all of us recognize that Stewart's maxim applies not just to the corporate world but our non-profits in equal measure. And this duty to the entity not to the person is not a rule that may be compromised; it is absolute...it has always been absolute.
Chevre, I have breached this rule; I have no doubt. There have been times when confronted with serving the CEO at some organizations or the entity itself, I have chosen the easy road. I'd like to think that in doing so, I had the best interests of the entity in mind. But, that's not the point is it? In choosing the easy path, I did damage to the basic rule: I was serving as the Board Chair (or whatever position in the organization); but I acted to benefit the person. And, in so doing, I damaged the non-profit. It may have been on something minor, but organizations can die as the result of a series of small cuts, small wounds...and they have.
And, it's not just the "leaders" whom are charged with this duty: this fiduciary responsibility to the entity is imposed on all Board members, and on the CEO him/herself. Those who stand aside, ignoring, e.g., incidents of sexual harassment as in "the Moonves matter," or a CEO who engages in public self-dealing, acting in his/her self-interest without regard to the negative impacts on the entity -- it makes no difference whom it is. It reminds me of the challenge: if you see something do something.
Each time this duty of loyalty to the entity is ignored or overlooked, the entity is weakened. And each time the duty of loyalty is ignored or overlooked ("nothing to see here"), the basic trust in the entity on which successful organizations survive and prosper is damaged. And, ultimately, this breakdown of trust kills.
How many of us have sat in silence as Boards of our non-profits are stacked with those who have demonstrated that they will look away while the CEO acts without accountability? How many of us have voted in the affirmative to seat a new Board Chair who makes it clear that he believes that the Board Chair and the Board itself should delegate all to the CEO and "get out of the way?"
Yes, I know full well that in many of our organizations the role of lay leaders has been relegated to the sidelines. We are admonished to "make no waves." We have become nothing more than institutional cheerleaders.We see that those who "move up" in our organizations are those who make no demands upon it. We have forgotten that we are charged with demanding accountability to the organization. Examples abound, they are happening around us every day.
Every day. And those organizations wither and die.
Rwexler
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11 comments:
You have hit the nail on the head!
Is it our duty to say "Aye" because that is what is expected of us or is it our duty to express our real opinion and say "Nay" if we think that the proposals on the table are not good for the organization?
The answer is obvious and the time has come for lay leadership to begin to lead rather than be led like a herd of sheep.
It is our DUTY to lead and not to go along with every proposal staff puts in front of us, even if they have managed to get other lay people to sign off on them.
In short, the time has come to change the organizational culture and the rules of engagement.
Once there were great lay leaders who devoted their time, energy and resources to the collective causes of our people. They selected and hired great professionals to carry out the work of our communal organizations and institutions and to implement the policies that they set together collectively.
Today, the professional staffers recruit lay leaders that they know will in turn approve the policies and budgets that allow them to operate what have now become "their" organizations based upon their own professional recommendations.
Once the lay leaders searched for capable staff and hired them to implement policy but today staff searches for lay leaders that can be appointed based upon their willingness to donate and serve but not to lead or do more than approve the policies and proposals that are placed before them by staff.
The lay leaders have become mere puppets and the professionals their puppeteers.
Isn't it our DUTY to see to it that things change immediately?
Isn't it about time for a system RESET?
The efforts of outside consultants and in-house task forces created by, led by and fed by vested interest professionals will never be able to achieve the needed results.
We have the power (at least for now) and it is our DUTY to use that power to get things back on track and move forward into the future together.
Still.... hearing nothing but complaints, suggestions... just words...
Still.... no action!!!!
This time they have gone too far! If they don't back down and they decide to go through with this and mess with UIA let's hope that it will cause such a backlash boomerang that it will bring the whole organization down and allow us to finally create something valuable in its place. That would be the only positive result possible that could come out of the Gernsbacher report and its misguided recommendations.
Zero based budgeting?
Leave the DC Office and the United Israel Appeal alone and close down all of the rest.
Then ask the federations what services they want a national trade organization to provide them with and see how to get the job done in as efficient a way as possible.
The budget and our federation dues could probably be cut in half and, more important, we could put an end to this continuing embarrassment of an organization and create something of real value.
Everything here is contaminated by staff leadership with an anti-lay bias that is leading the global operations committee and the outside consultants in a direction that will strengthen the professional managers and get the lay leadership out of their way.
For starters they are proposing that we get rid of 25 dedicated UIA lay leaders and they are counting on getting other lay leaders to ratify their plans to dismiss them.
Let's simply refuse to go along with this.
If anyone needs to be dismissed it is the bureaucrats that are trying to engineer this hostile takover and that believe that we should be no more than window dressing for their management decisions.
Can only speculate if JFNA, UIA, CoP, IFCJ or Chicago Federations is the subject of this blog post.
Re Anon 1:02 PM
Does anyone on this blog know that the $450,000 project that Bridgespan just completed is supposed to address?
Sorry to burst bubbles, but UIA is a but a flickering shadow of what it once was. The plug was pulled in 1999 when it ceased to be an independent 501 (C) (3) and became a wholly owned entity of JFNA. The chief professional of UIA does not even sit on the JFNA senior management team. The lay board of UIA, all well-meaning and mostly accomplished federation leaders in their own communities, do not now play any important advocacy role for the Jewish Agency, other than attending JAFI BOGs where they have no meaningful role whatsoever. Nice Friday night meals though. UIA, by its very nature as a subsidiary of JFNA, does not actively engage in fundraising activity for JAFI. The lay Chair of UIA sits on JAFI/JFNA governing bodies, but that’s it. Period. The current move by JFNA is really about budget savings alone as there is very little current lay activity to be shut down. The damage is done, done and over done. The futility of JFNA’s Israel/Overseas department has been detailed on these pages over and over again. In reality, it is even worse. JDC and JAFI see its efforts as competitive, manipulative and unnecessary. Perhaps Jerry’s replacement will have a mandate established by senior JFNA lay leadership for significant change and a clear path towards creating a vital, representative, focused and complementary resourced organization. But then again, more likely not: “Shrying Gevalt” here is cathartic, but not particularly effective.
Wondering what you think of duty as applied to the Chicago federation's hiring (inheriting?) of Lonnie Nasitir to succeed his father.
Thanks for your question. I was honored to serve on the Search Committee which unanimously recommended that Lonnie Nasatir succeed Steve Nasatir as the Chicago Federation CEO. Lester Crown spoke for all of us when he told JTA:
“We interviewed dozens of exceptional candidates, and were thrilled with the caliber of leadership represented,” said Lester Crown, a leading local philanthropist and member of the search committee. “Lonnie was simply the best of the best.”
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