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PROBLEM BOARDS OR BOARD PROBLEMS? 17
judicial sentencing out to bid along with trash hauling and street cleaning. Yes, it is all government or, in this case, governance. But some is more essential than the rest.
With these distinctions in mind, we can offer a refined diagnosis: Boards are vulnerable to problems of purpose both in their official and their unofficial work. As result, it is not just trustee satisfaction that is at risk but also effective governing. Consider four manifestations of the purpose problem:
Some Official Work Is Highly Episodic
Most people take little account of the fact that much of the official work of the board is highly episodic. There is not, thankfully, always a CEO to hire or fire, or a major question of mission to consider. Yet board members meet at regularly prescribed intervals as if there were always important governing work to do. In most fields where important work is episodic, practitioners do not insist (or pretend) otherwise. Effective fire companies are not always fighting fires; fire departments put their downtime to good use—engaging in training, maintenance, and fire preven-tion.The same cannot be said for boards.
By denying the episodic reality of governing work, boards back into a problem of purpose. If there are no urgent matters of governance before the board, meetings are devoted to presenting routine committee reports. To ward off this boredom, many organizations have begun over-relying on the board’s role as strategy maker—cramming the agenda with as many interesting strategy questions as possible. Many boards now expect agendas replete with “bet-the-company” questions.To meet this demand for strategic content, staff sometimes inflate routine issues into questions of strategy. Before long, board members
18 GOVERNANCE AS LEADERSHIP
and staff alike begin to equate meeting with governing. It is at these meetings where everything comes wrapped in strategy, but where little or nothing truly important is at stake, that board members start to wonder, “What difference am I making?” Ironically, the most valued contributions of board members often come during downtime—when there is no indispensable governing work to do. For example, we frequently ask board members to think about a “no-board scenario” by posing the following question: “What would be the single gravest consequence to your organization if your board did not meet or conduct board business in any way for a two-year period?”The most common responses are the loss of fundraising capacity, loss of good advice or expertise, and loss of contacts in the community. Over the course of these two hypothetical years without a board, few people fear the result will be mission drift, strategic blunder, or a compromising of core values.They acknowledge, in effect, that the board’s essential governing work is episodic, but that it does other important work in the interim. Unfortunately, the structure and culture of most boards precludes this acknowledgement:Trustees keep right on meeting, even as they are disappointed by the lack of meaning in their work
Some Official Work Is Intrinsically Unsatisfying
Not all of the board’s governing work is episodic. Overseeing and monitoring the organization’s managers—to spot problems or malfeasance—is ongoing and critically important.The “monitoring and oversight” duty in the official job description is really a response to the fundamental legal demand that society makes of boards. By law, boards are to be responsible to the
PROBLEM BOARDS OR BOARD PROBLEMS? 19
broader community for what their organizations do—and especially for what they do wrong. The law demands that boards meet their “duties of loyalty and care,” which means focusing on norms and standards of minimally acceptable behavior. In effect, trustees are tasked to prevent trouble rather than promote success. But their method for doing this compounds the problem of purpose: Routine oversight is hardly engaging.
In fact, a job designed primarily for oversight violates virtually all we know about motivation. Board members, in particular, join organizations because of the meaning the affiliation provides. They identify with and want to support the mission, cause, or values of the organization (Taylor, Chait, and Holland, 1991). Who has ever been moved to join a board thinking, “I really want to hold this organization to account?” But this is, of course, a good part of what the job demands. And while people might agree to join in order to affiliate with a mission, they are more apt to participate when they can see the results of their work and the opportunity to have influence. Here again, oversight activity is a disappointment. Oversight is more looking than finding. And the work of looking is often technical— scrutinizing budgets, financial statements, or construction plans— and often tedious to boot. It is as if eager Peace Corps volunteers arrived at their posts only to find their main job was to ensure that foreign aid was not misspent.