What do you do when the bases of power of a board of directors is covert and the majority of members do not recognize that they are actually powerless? The dilemma is not that members of a board of directors shouldn’t have decision-making power, but that the power base is covertly misappropriated, causing members to believe they have power when, in fact, they don’t.
We recently heard this concern from one of our clients; let’s call him Nick. Nick has been a member of the board of directors for a non-profit for about a year now; the board has formal quarterly meetings with monthly subcommittee meetings. Nick enjoys the social aspect, but is not quite sure why decisions seem to already be ‘made’ prior to each meeting. Nick reads the minutes, which do seem to accurately reflect the information shared. The board is comprised of committees – governance, finance, board development, fundraising, personnel, etc., and yet, by the time votes on any decision are counted, Nick has the feeling the decision has already been made and voting is just a formality. The executive director participates as a full and active board member with no apparent voting rights, but it is clear that he has control over decisions. This doesn’t seem quite right to Nick, considering that the executive director’s performance should be reviewed by the board annually, meaning that the executive director is an employee of the board, not a decision-maker for the board. In general, boards have clear measures to which an executive director is held accountable to remain in the position of executive director.
The board is comprised of 15 competent, committed individuals who are a part of the community that the nonprofit serves. There is also a smaller executive team that meets monthly and reports out at the quarterly meeting. Of this smaller team, each member is responsible for leading one of the board’s subcommittees. From Nick’s description, this structure seems sound and encourages an active, engaged, working board. So why does it feel like the board’s decisions are pre-determined?
Nick shared with us that he feels irrelevant, and we don’t blame him. Who wouldn’t feel irrelevant in his position, feeling that their contributions are only paying lip service to pre-set decisions and that their role as a decision maker is not being honored?
Perhaps, the role of this executive director seems closer to a Board Chair or even a president, having the influence and power base that far exceeds the typical authority of an executive director. This doesn’t mean that an executive director shouldn’t have a very close relationship with the board chair, the executive committee, and with each board member; however, this relationship should be based on service to the organization as is guided by the vision and strategic direction that the board has set and not vice versa. Is this an issue of ownership? Does the executive director believe that he owns the organization? When the executive director has the perceived power to orchestrate and execute decisions before they are fully vetted, discussed, and voted on by the entire board, the organization runs the risk of making myopic decisions based on the vantage point of a single person. This type of power does not benefit from the collective knowledge of the board, which is one reason why a board exists in the first place. The organization also risks losing board members like Nick who may feel that their contributions are unnecessary and feel disconnected from their original passion and interest to serve. What a tragedy all around!