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- 1. Michael G. Daigneault,Esq. BoardSource - Senior Governance Consultant The Engaged Nonprofit Board: Developing a Dynamic Culture of Inquiry
- 2. Welcome & ObjectivesSome Common Nonprofit Myths Governance at the Level of Thought Building an Exceptional Board Fostering Board Member Engagement Revitalizing Your Board Fostering A Culture of Inquiry Wrap-Up & Final Thoughts
- 3. Practice “active listening…”Suggested Guidelines Please turn off cell phones, pagers & PDA’s… Please return from break on time… Your participation vital to success… “ Empty your cup…”
- 4. Great Significance Exceptional Leadership Good Success Stewardship The Big Picture…
- 5. Our Goal – More Effective Boards… & Organizations! Unconscious Conscious Enlightened Dysfunctional Functional Responsible Exceptional
- 6. “ Boards [&CEO’s] need to stop and think about governance – instead of just constantly doing what they think is governance.” -- Richard Chait Nonprofit Myths & Realities
- 7. 1 st Myth… Boards are not supposed to manage!
- 8. 2 nd Myth… The key to a nonprofit board’s success is how it is structured.
- 9. 3 rd Myth… The best nonprofits have very low overhead ratios.
- 10. 4 th Myth… The CEO is responsible for recruiting new board members.
- 11. 5 th Myth… The role of the board secretary is to take minutes.
- 12. 6 th Myth… To make a nonprofit “really” successful, it should be run more like a business.
- 13. 7 th Myth… The “real leader” of a nonprofit is the CEO.
- 14. 8 th Myth… Every nonprofit board must have an executive committee. Executive Committee Eliminated!
- 15. Governance - BoardRoles & Responsibilities Strategy Ethics & $ Integrity Performance Management Oversight & Development Governance
- 16. Governance as Leadership… Fiduciary Strategic Generative
- 17. Board’s core work: Ensure legal compliance Ensure fiscal accountability Conserve organization’s resources, public stewardship for assets of the foundation Evaluate CEO, hold leadership accountable Oversee operations Monitor results The Fiduciary Mode
- 18. The Strategic ModeBoard’s core work: Scan internal & external environments. Review, modify & assist strategic plan/vision. Develop the organization’s resources and asset base. Advocate for the organization, build support within the wider community. Help develop & continuously clarify goals/objectives. Assess strategy performance via needs assessment, critical success factors, benchmarks, and competitive position.
- 19. The Generative ModeBoard’s core work: Sees current challenges in new light. Perceives and frames “better” problems and opportunities. Asks key questions! Acknowledges organizations are not always logical or linear. Discovers strategies, priorities, & “realities.” Suspends the rules of logic to tap intuition and intellectual playfulness. Encourages robust discourse not quick consensus.
- 20. The Payoff… Empowers the board and helps it to form a more “constructive partnership.” with staff. Engages the collective mind, talents and work of the board. Enhances performance of the board, staff and organization. Governance as Leadership
- 21. Unit 2 –The Museum of Fine Arts, Boston “ The Museum of Fine Arts conserves preeminent collections and aspires to serve a wide variety of people through direct encounters with works of art. It serves as a resource for both those who are already familiar with art and those for whom art is a new experience. The Museum has obligations to the people of Boston and New England, across the nation and abroad. It celebrates diverse cultures and welcomes new and broader constituencies. The Museum's ultimate aim is to encourage inquiry and to heighten public understanding and appreciation of the visual world.”
- 22. Fiduciary Mode StrategicMode Generative Mode Differences – 3 Modes Attribute III II I Nature of Organization Non-rational Open system Bureaucratic Nature of Leadership Reflective learners Visionary, analytical Hierarchical; Heroic Central purpose Source of leadership for organization Strategic partnership w/ management Stewardship of tangible assets
- 23. Fiduciary Mode StrategicMode Generative Mode Differences – 3 Modes Attribute III II I Board’s core work Creative: discern problems, engage in sense-making Analytical: shape strategy, review performance Technical: oversee operations, ensure accountability Board’s principal role Sense maker Strategist Sentinel Key question What’s the key question? What’s the plan? What’s wrong?
- 24. Fiduciary Mode StrategicMode Generative Mode Differences – 3 Modes Attribute III II I Problems are to be: Framed Solved Spotted Deliberative process Robust and sometimes playful Empirical and logical Parliamentary and orderly Way of Deciding Grappling & discerning Group process & consensus Protocol and exception
- 25. Fiduciary Mode StrategicMode Generative Mode Differences – 3 Modes Attribute III II I Way of Knowing It makes sense The pieces all fit It stands to reason Performance metrics Signs of learning and discerning Strategic indicators, competitive analysis Facts, figures, finances, reports Communication with constituents Multi-lateral, ongoing to learn Bi-lateral, episodic to advocate Limited, ritualized to legitimate
- 26. A Matter ofEngagement Engaged Board members: Understand what to do to help their organization; Feel emotionally connected to the organization, its leaders – and its mission; Foster the relationships necessary to succeed; and… Continuously act to improve their own – and the organization’s performance.
- 27. What Does itMean to be an "Engaged Board Member?" (1) That the board member knows their role and what they can do to help the organization, (2) That the board member feels emotionally connected to the mission, leaders and institution, (3) That the board member has the motivation to offer their time, talent and resources (often going above and beyond what is expected of them) 10
- 28. What Does itMean to be an "Engaged Board Member?" (4) That the board member has the courage to "put themselves out there," take risks, and be personally accountable and finally, (5) That the board member has the will to transform their ideas and feelings into timely, (6) Actions or decision s that improve their own - and their organization's - performance.
- 29. Disengagement… Question: Why do some nonprofit board members become disengaged ?
- 30. Why do BoardMembers Become Disengaged?
- 31. Fostering Engagement… Question: What can you – should you – do to foster a greater degree of engagement by your colleagues on your nonprofit’s board?
- 32. Board conversations arenot as effective as they could be; Boards appear to be “stuck” in a limiting frame of reference dictating how they should deliberate; Both individual board member engagement and collective decision-making suffer as a result! The Problem…
- 33. A Proposed Solution…Better questions, discussions and genuine debate will help board members be more engaged, have a more meaningful dialogue and make more effective decisions; This calls, however, for a more thoughtful focus on how boards think and deliberate; This, in turn, reveals the need for fostering an authentic and sustained culture of inquiry to help encourage “deliberating differently” at the board level.
- 34. Deliberating Differently: FosterAuthenticity Authenticity means that you act & speak with truthfulness or candor. You put into words what you are genuinely experiencing, thinking or questioning. This may be the most powerful thing you can do to build real trust & commitment with others over time. Learning Points : Board members must have (or develop) the courage to speak up, voice concerns and ask “the hard questions” Deeply impacted by who is in the boardroom Trust is vital to sustain authenticity Source: Peter Block from “Flawless Consulting”
- 35. Deliberating Differently: DevelopGreat Information Architecture Information architecture describes all the ways in which your nonprofit’s board gets information Board must have the information it needs to make good choices As such, your board needs to be thoughtful & active about what information they need to deliberate and make good decisions Learning Points : What happens between meetings is vital! Board Materials – “boards get the information they deserve” “ Dashboards” can be very helpful tool Board “Portals” 24 – 7 – 365 access to information & tools Source: Ram Charan from “Boards That Deliver”
- 36. Deliberating Differently: CarefullyStructure Agenda/Meetings As most of a nonprofit’s board’s governance functions are fulfilled in meetings, ensure that meetings be designed to be productive, engaging and focus on substantive and strategic issues! Careful Framing of Questions Annual Imperatives Built-In Educational Time Consent Agenda Dashboards Specific Meeting Themes Annual Calendar of Meetings Specialized Retreats Expert Guests/Facilitators
- 37. Deliberating Differently: CarefullyStructure Agenda/Meetings Learning Points : CEO’s/Chairs - don’t allow board meetings to be boring! More effort needed in building engaging agendas Focus on the most important issues Time must be made for real dialogue: [Pre-Work + Committee Work + Dashboard + Consent Agenda] Every committee need not report Foster meetings that are more “retreat-like” and fun!
- 38. Deliberating Differently: ThoughtTrap - Group Think Seven symptoms : Incomplete survey of alternatives Incomplete survey of objectives Failure to examine risks of preferred choice Failure to re-appraise initially rejected alternatives Poor information search Selective bias in processing information at hand Failure to work out contingency plans “ A mode of thinking that people engage in when they are deeply involved in a cohesive in-group, when the members’ striving for unanimity override their motivation to realistically appraise alternative courses of action.” Source: Irving Janis – “Victims of Groupthink” (1972)
- 39. Deliberating Differently: ThoughtTrap - Group Think (Cont’d ) Learning Points : All board members are “essential evaluators” Leadership should avoid stating their position or preference at outset of deliberations Experts can be invited to meetings on a regular basis – have them challenge you! Appoint a “devil's advocate” (to question assumptions and plans) for key decisions. Ask for everyone’s opinion on critical matters! Five Finger Consensus/Index Cards/Round Robin
- 40. Deliberating Differently: ThoughtTrap - Bounded Awareness Failure to see information Failure to seek information Failure to use information Failure to share information A phenomenon that occurs “when cognitive blinders prevent a person from seeing, seeking, using, or sharing highly relevant, easily accessible, and readily perceivable information during the decision-making process.” Source: “Decisions Without Blinders” – HBR, Jan. 2006
- 41. Deliberating Differently: ThoughtTrap - Bounded Awareness Learning Points : Nonprofit boards can be very passive at times Nonprofit boards are time-limited They may fail to ensure they have the information they need to make decisions As such, boards may make poor decisions because they do not have the needed information CEO’s need to ensure that the board perceptively sees, aggressively seeks, appropriately uses and transparently shares information to fulfill their governance role
- 42. Deliberating Differently: EnsureCEO & Board Engagement Board Engagement Source: After - Richard Chair, et.al, “Governance as Leadership” CEO -> Is Displacing Board GOVERNANCE AS OBSERVATION CEO -> Is In Constructive Partnership with Board GOVERNANCE AS LEADERSHIP CEO -> Is Going Through the Motions with Board GOVERNANCE AS ATTENDANCE CEO -> Is Displaced by Board GOVERNANCE AS MICROMANAGEMENT CEO Engagement
- 43. Deliberating Differently: EnsureCEO & Board Engagement Learning Points : Group dynamics are critical to success Constructive partnership with CEO is vital Foster boards’ ability to trust and thereby seek more information, question assumptions, and challenge conclusions Draw on multiple sources of information and perspectives Help to ensure all voices heard
- 44. Deliberating Differently :Build Trust ! Trust is one party’s willingness to be vulnerable to another party based on the confidence that the other party is (a) benevolent , (b) honest , (c) open , (d) reliable , and (e) competent. -- Moran & Hoy (2001)
- 45. Deliberating Differently: BuildTrust! Learning Points : Transparency - a practiced value Mistakes - a way of learning Culture celebrates creativity Straight, candid & authentic talk Genuine collaboration Credit is shared - abundantly High accountability Vitality/energy – you can feel it… Source: S. Covey, “The Speed of Trust”
- 46. Some Key Governance Trends – 4 Ideas to Consider… Executive Committee Consider severely limiting its use - or eliminate it! Establish a Governance Committee Year-round attention to governance and the board! Board Secretary = Chief Governance Officer They should help the Chair manage the board! Utilize Task Forces Whenever Possible Time-limited focus ramps up board engagement!
- 47. Closing Question :What is the fundamental conscious – or unconscious – understanding of “success” for your board ? A Matter of Success…
- 48. Success - NonprofitCEO’s Know… There is a shared view of just what “success” is! Engagement and revitalization are keys to success. Vital questions (fiduciary, strategic or generative) are not a burden – they’re a gift! It is important to foster a real participative exchange – a genuine “culture of inquiry.” That group dynamics – such as a “culture of inquiry” are vital to creating – and sustaining – positive board engagement. A culture that invites great questions must be rooted in mutual trust and respect.
- 49. Invest in the“constructive partnership” Foster engagement Learn from failures Adapt & change Move beyond formulaic definitions of roles Encourage assessments (CEO & Board) Successful CEO’s Do…
- 50. Next Steps -- How you as the CEO can help your board improve and move forward? Final Thoughts… Next Steps & Final Thoughts
- 51. Thank You!!! Let us know how we can help you and your organization succeed! -- Michael BoardSource 1828 L Street, N.W. Suite 900 Wash., DC 20036 Phone: 202-452-6262 Fax: 202-452-6299 www.boardsource.org
Editor's Notes
- #5 If a board were to become an “exceptional” board what might the benefits be?
- #16 Here’s what we think are the five vital responsibilities of your Board Most Boards spend most of their time on the middle three responsibilities – sometimes to the detriment of the first and last. Determine mission and purposes. Select the chief executive. Support and evaluate the chief executive. Ensure effective planning. Monitor and strengthen programs and services. Ensure adequate financial resources. Protect assets and provide financial oversight. Build a competent board. Ensure legal and ethical integrity. Enhance the organization’s public standing.
- #17 These principles come together to creating the Governance as Leadership approach. The three types of governance, all created equal, form a system that can help to realize full value of the board’s collective time and talents. (An alternate graphic here might be a three legged stool to get across the idea that governance isn’t complete or is out of balance if all three governance modes aren’t in operation .)
- #18 (Note: I got rid of the “Type I”, “Type II” and “Type III” labeling) Fiduciary is the traditional oversight role Focused on protecting and maximizing tangible assets Using these assets to advance the mission Maintaining legal and ethical behavior – duties of care, loyalty, and obedience “ this is the bedrock of governance – the fiduciary work intended to ensure that nonprofit organizations are faithful to mission, accountable for performance, and compliant with relevant laws and regulations….If a board fails as fiduciaries, the organization could be irreparably tarnished or even destroyed.” pg 8 The “what” is being accomplished questions… GROUP QUESTION: What are some examples of when you are doing “Fiduciary Work” as a board from past agendas?
- #19 Shifts From conformance to performance and from inside to outside the org Not “Are we doing things right?” but “Are we doing the right things?” Mostly “How-to” questions “ Without (Strategic), governance would have little power or influence. If the board neglects strategy, the organization could become ineffective or irrelevant.” pg 8 Fuzzy Line in the Sand At the intersection of the nonprofit and for-profit worlds/mindsets – Biz folks may think this way more intuitively than NP staff on the front lines of direct service delivery PLUS, directors selectively assist with implementation (e.g., fundraising, advocacy) – Place where board and staff can/should work together best, where they bring complementary skills and perspectives Glitch Problem has been that NP leaders mistake business planning for strategic planning and treat it as an oversight function Tend to focus on the technical aspects – Is that feasible? Beginning to look at it through competitive lens – Customer focus, comparative advantage, core competency GROUP QUESTION: What are some examples when your board has been in this strategic mode in past board meetings? Or, Declare some future success and ask participants to complete: “this priority would not have been achieved if the board had not ____.”
- #20 Definition It’s what comes first – It generates the other important decisions about mission and strategy, problem-solving and decision-making. “Generative thinking is where goal-setting and direction-setting originate.” pg 89 A different “mental map depicts the expressive aspects of organizations, where people are concerned not with productivity or logic alone, but also with values, judgments, and insights.” pg 30 “… generative thinking produces a sense of what knowledge, information, an data mean.” pg 84 Generative Work can be defined as any discussion or activity that intends to make sense of the organization, or any part of the organization, or its internal and external environment Happens sometimes in the boardroom – a board member says, “I don’t understand what this means?” or “Can someone help me make sense out of this?” – but, is too easily dismissed if the majority want to be on the strategic or fiduciary page… Or, in the positive – “When you put it that way, it does make sense. Or “When I look at it that way, I do see things in a different light.” What it is and isn’t? Implicit, rather than explicit. Gets to the heart of values and vision. Thoughtful, rather than technical Framing the problem, rather than finding the solution Making sense of knowledge, information, and data, rather than looking for an answer in them Telling a story, not making a case Get whole board involved early in Generative Work– The opportunity to influence generative work declines as issues are framed and converted into strategic options and plans over time.
- #21 THERE ARE GENUINE BENEFITS TO THINKING IN A NEW WAY!!! Also -- Entry points for GAL into organization: Organizational life change Leadership changes Strategic Planning Strategic point (e.g., a really big issue) Board recruitment Focus on improving governance Regular board meeting enhancement
- #22 These principles come together to creating the Governance as Leadership approach. The three types of governance, all created equal, form a system that can help to realize full value of the board’s collective time and talents. (An alternate graphic here might be a three legged stool to get across the idea that governance isn’t complete or is out of balance if all three governance modes aren’t in operation .)
- #23 Go through next 4 slides illustrating the differences between the governance modes. Examples that can be shared include the recognition of child abuse and community policing . Generative thinking always comes first, before strategy and finances, generative thinking happened. Generates mission, strategy, and problem solving. Generative thinking establishes frames: “The frame within which issues will be viewed and decided is often tantamount to determining the result.” – Jeff Pfeffer
- #24 Go through points on slide - Generative governance “demands a fusion of thinking, not a division of labor.” - Other characteristics that can be shared as time allows: - Core work: Reconcile value propositions; manage accountability; discern challenges; think creatively; Make sense of circumstances - Strategy: 3 = Board and CEO think strategically together 2 = Board and CEO plan strategically together 1 = Set by CEO; ratified by board - Power Source: 3 = ideas 2 = Expertise 1 = Relationship with CEO CEO-board relationship: Think tank peers
- #25 Most boards practice “managerial governance” – they only address problems management gives them. Most boards don’t frame or make sense – they don’t identify issues (p. 93) they just slightly modify them.
- #26 Go through points on slide.
- #27 © 2009 BoardSource, www.boardsource.org. Text may not be reproduced in full or in part without written permission.
- #28 © 2009 BoardSource, www.boardsource.org. Text may not be reproduced in full or in part without written permission.
- #29 © 2009 BoardSource, www.boardsource.org. Text may not be reproduced in full or in part without written permission.
- #30 © 2009 BoardSource, www.boardsource.org. Text may not be reproduced in full or in part without written permission.
- #35 Peter Block is the “consultant’s consultant” and a modern philosopher…at the center of much of his work is the notion of “authenticity” – the idea that you act and speak with truthfulness and candor.
- #36 Engagement Between Board Meetings -- A critical “Information Architecture” success factor: Careful preparation for critical decisions Pre-exchange of ideas/questions between board members as well as staff Gathering of additional needed/helpful information Pre-thought/work allows for more efficient and meaningful boardroom deliberations
- #39 What is Groupthink? Groupthink, a term coined by social psychologist Irving Janis (1972), occurs when a group makes faulty decisions because group pressures lead to a deterioration of “mental efficiency, reality testing, and moral judgment” (p. 9). Groups affected by groupthink ignore alternatives and tend to take irrational actions that dehumanize other groups. A group is especially vulnerable to groupthink when its members are similar in background, when the group is insulated from outside opinions, and when there are no clear rules for decision making Examples of Groupthink: Past and Present Examples of groupthink “fiascoes” studied by Janis include US failures to anticipate the attack on Pearl Harbor, the Bay of Pigs invasion, the escalation of Vietnam war, and the ill-fated hostage rescue in Iran. Groupthink and the News Media Knowledge is power and we as citizens and as a nation are becoming less powerful. We face an administration that believes in operating under high levels of secrecy. The American press, especially the television news media, has let down the American people and the American people have allowed this to happen. US television news is geared more toward providing entertainment than information. When one compares the news Americans received about the “war on terrorism” and “war in Iraq” with the news citizens of other countries received, it is easy to see why many Americans were eager to launch an attack on Saddam Hussein while most of the world thought this was not a good idea. The major news networks eagerly voiced almost exclusively the Bush administration’s (questionable) justifications for the attack on Iraq and ignored the voices of millions who knew that other ways of addressing the issues were still possible. Furthermore, the rapid pace of CNN, MSNBC, and Fox News opinion programs makes it difficult for viewers to process information in any depth. Americans need a press that serves as a devil’s advocate to alleviate the ongoing groupthink concerning the war on terrorism and the invasion of Iraq. Review the following consequences of groupthink and consider how many of them apply to the Bush administration’s handling of the ‘war on terrorism’ and the issues related to Iraq and Saddam Hussein: a) incomplete survey of alternatives b) incomplete survey of objectives c) failure to examine risks of preferred choice d) failure to reappraise initially rejected alternatives e) poor information search f) selective bias in processing information at hand g) failure to work out contingency plans h) low probability of successful outcome
- #44 Talking Points: The key is to foster a robust and genuinely participative exchange. Vital questions (fiduciary, strategic or generative) are not a burden – they’re a gift! A culture that invites great questions must be rooted in genuine trust.
- #50 Four possible means of “measuring” a board’s effectiveness: Institutional Performance Self-Assessment A Board’s Output/Productivity A Board’s Competency
- #51 10 minutes Q&A 5 minutes for participants to fill out how they will improve in each principle 5-10 minutes debrief: Ask for one participant’s goal for each of the 12 principles 5 minutes – closing thank you for attending
- #52 MD This surely will end the workshop on a note of humor!!!