Is Your Board Practicing Intentional Governance?

Let’s consider a couple of common scenarios. 

  1. Governance is based on past practices – the way we’ve always done it – and sometimes the personal preferences of the current Chair or CEO. Policies are added or updated when something external pretty much forces the issue.  Board agendas rarely include a governance item other than annual processes like board recruitment.  Directors without experience with other boards may not question the practices. Directors who know there are options often stay quiet to avoid appearing to volunteer for governance work – horrors! In extreme cases, governing statutes and bylaws are significantly changed without any consideration of changing the governance approach to match. The AGM script may even refer to bylaw clauses that haven’t existed for a decade.
  2. An explicit desire to improve governance is voiced and appears to have majority support. A conscious decision is made, at least on first steps. A committee or working group is formed with an assigned purpose of recommending enhancements. A work plan emerges after deliberate discussion of the nature of desired change.

Sometimes there is resistance at the leadership level. This governance stuff is going to take time away from programs and services. No one cares (often true until some problematic issue gets media coverage, and the phrase “where was the board?” starts appearing in the articles.)

And many of the people who make a living giving governance advice – corporate secretaries, consultants, parliamentarians, lawyers and more – may focus on formal rules or a single gap instead of seeing the whole picture.

If there is no CEO succession plan, by all means create one; it’s critical. But the lack of one is a red flag that there is more than one governance issue.

So I bravely decided to try to summarize the stages in a leadership choice to deliberately enhance current governance or start out right with a new organization or collaboration. I could not find such a chart or Theory of Change on the Internet. I was pleasantly surprised at the positive feedback from international colleagues, so I’m now going to share it with you.

I have tried to make no assumptions about how the leadership is structured. Organizations are trying out significant changes in the roles and responsibilities of the board and senior staff, so there are no job titles here. Nor have I specified the possible sources of governance expertise or assumed that there will be a cost to acquiring wise guidance. I know how innovative not-for-profits can be!

Your feedback and comments on this blog or by email to me would be very much appreciated.

While I would appreciate credit if you use this chart, I have not placed a copyright on it and you are free to use it commercially or adapt it as you see fit. If you would like a Word version to edit, please let me know.

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