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PROBLEM BOARDS OR BOARD PROBLEMS? 23
they keep board members busy outside the organization, where they are far less prone to interfere with the work of managers and staff. More than a coherent theory about the division of policy and administration, the rules of board engagement seem to be rooted in an understandable desire on the part of management to assure a measure of professional discretion and even autonomy, and to have trustees marshal resources for the organization to do what management intends.
Our diagnosis of the problem as purpose makes the situation look much worse than the more prevalent diagnosis of performance. In our analysis, boards may know what to do, and do it reasonably well, but in the end they are derailed by the meaninglessness of what they do.Worse, it is not that some incidental parts of the job happen to be tiresome now and then: The problems of purpose are most acute when the board’s key governing work is involved. And the option of promoting engagement by giving boards more unofficial work only raises other problems of purpose.
the chaLLENge of reform
If the problem is purpose, then the diagnosis begs for a new and improved official job description—one that assigns boards a more attractive array of tasks and might even inspire new ways of organizing those tasks into new board structures. This is precisely what we need to resist.
A task-and-structure approach is fraught with risks. First, a more appealing set of tasks might lead to busier, even happier boards, but not necessarily to better governed organizations.
24 GOVERNANCE AS LEADERSHIP
Not everything a board does or can do is governing. And our goal should not be busier boards but rather more effective governing. Second, focusing on board tasks tends to encourage the microgoverning that has marginalized many boards in the first place. Tasks are prescribed and performed. So the more easily board tasks can be specified and the more routinely they can be performed, the more likely they are to represent a technical, managerial version of governance. Third, as virtually any workplace experience confirms, task clarification does not always promote effectiveness. Can any of us name the job where we succeeded primarily by focusing diligently on our job description? In fact, is there a better indicator of imminent failure than the sight of someone studying his job description for guidance?
Creating structures to coordinate board tasks has similar limitations. An organizational chart or, in this case, a board’s committee structure, does answer important questions about who has authority over what issues and who has responsibility for what tasks. But organizational charts hardly ensure effective work. One might study them to see how organizations hope to work, but not to see how they actually work, much less how well they work.
Nevertheless, the task-and-structure approach remains appealing for understandable reasons. If the answer to board problems is not in enumerating clearly delineated tasks and building fixed committee structures around them, then the search for better boards might force us into very murky territory: relying on board members’ personal judgment, artistry, or wisdom. If assembling naturally gifted or richly experienced board members is the only way to improve boards, then our prospects for large-scale change—with 1.5 million nonprofit organizations currently in place and more forming every year—soon look bleak.
PROBLEM BOARDS OR BOARD PROBLEMS? 2 5
But because the task-and-structure approach also offers a circular logic, it is hard to envision alternatives to it. Together, task and structure seem like the sum total of governance. They supply good answers to our most important governing questions: What is governing? And how does a board do it? In response, boards tend to envision governance as the sum of discrete goal-setting or oversight tasks—hiring and firing, planning, reviewing, evaluating, and so on—structured as a series of committees. These tasks and structures explain how to govern, by which we mean how to use authority to (a) set an organization’s goals and purposes and (b) ensure the organization’s resources are deployed efficiently and appropriately. There seems little need to look beyond task and structure and no clue about where to start if a board wanted to.
An alternative logic begins to emerge if we ask a different question. In addition to asking “What is governing?” we can ask “What is it we’re governing?” In other words, do the types of governing that boards practice work for the types of organizations they have? The idea of an organization-governance gap surfaced when we sought advice on governance problems from trustees, executives, consultants, and researchers. Some of them suggested that current board structures might be a bad fit for today’s nonprofit organizations. To overstate only a little, the idea that we govern today’s nonprofits with the same model introduced nearly 400 hundred years ago to govern Harvard College, their colonial forerunner, troubled these observers. They cited the emergence of entrepreneurial organizations, interorganizational alliances, and multicorporate forms (for example, nonprofits with subsidiaries), and argued that these new organizational structures might require new board structures for governing.