Unnecessary Layers of Governance

Menus recommend options to enhance a plain hamburger. Would you like cheese? Want to add tomatoes, lettuce, onions, and pickles? Smoked bacon is tasty. Don’t forget ketchup and honey mustard.

The more add-ons, the messier the burger. It has been said the more napkins you need the better the burger.

Does your governance model resemble a stacked burger? Have layers been added that require a bigger board, lengthy processes, unnecessary filters, or stifle progress?

Governance Should be Straightforward

An executive said, “We are eliminating our fourth tier of governance to streamline processes.” Another explained the board had grown considerably by allowing every chapter to have 3 representatives at board meetings.

One group described ex-officio members as “hindering open discussions.” Yet another explained they convene monthly, even when there is no need to meet.

Its dizzying. Org charts become spaghetti-like models with overlapping Venn diagrams and layers Some structures are too complex to fit on a page. Can the governing board be nimble and responsive with complexity and outdated processes?

Layers of Governance

Governance structure and processes can get messy. Check out these comments from board members and staff:

• Larger chapters get more seats on the board. Our largest has 7 directors while the smallest has one. We have 42 on the board; but getting a quorum of half is difficult.
• All past presidents can attend board meetings and some think they have a vote.
• Our Constitution dictates that the membership must approve the budget at the annual meeting.
• The board often goes into executive session; I have no idea what they discuss.
• The house of delegates is made up of nearly 400 members meeting annually to recommend policies, positions and approve the strategic plan. They have significant influence over the 18-person board.
• The board created a strategic plan last year and a long-range plan two years ago. Staff track and report on both documents but don’t see the distinction or purpose of two plans.
• The executive committee convenes in between meetings of the board and again an hour before the board meeting. Directors say they feel the officers are usurping the authority of the board.
• The nominating committee is composed entirely of past presidents. They don’t know much about the members, but they enjoy getting together.
• We did a strategic plan nine years ago, the board says, “planning is a waste of time.”
• Factions of directors organize before meetings to exchange opinions and count their votes. The same directors text each other during the meeting, convene again in the parking lot after the meeting and talk with each other on cell phones on their way home to second guess the meeting outcomes.
• We have more than 70 committees, task forces and special interest groups. They require tremendous staff support. When asked, volunteer leaders are unwilling to let go of their positions.
• We post minutes on our website for everyone to read about what the board is doing.
• The elected chair has added committees so all her friends will have appointments to leadership.
• There are three ex-officio members invited to give reports and stay through every meeting. Their attendance seems to stifle board discussion.
• Board members serve as liaisons to the committees. When the liaisons attend, the committee chairs don’t bother coming.
• We know our bylaws need to be updated, it’s been a project for a few years. 
• Board members micromanage staff by calling them, commenting on their performance, and expanding their duties.
• It was hard to get a quorum so we reduced it to 33 percent in order to conduct business. 
• Incoming presidents set a theme, initiatives, and priorities for their terms of office. Seldom does it synch with our existing mission and goals.

Smothered Governance

Governance should not be layered nor smothered like a burger. Structure should be created to produce results.

“We are very nimble thanks our governance structure. Our board has 11 members, including the officers. We maintain four standing committees,” said Suzanne M. Gebel, executive director at the Iowa Funeral Directors Association. “We utilize task forces to work on items in our strategic plan. The committee dissolves when their work is done.”

Over time layers of governance build up. New directors seldom question them.

Who would ask, “Do we really need a house of delegates? Why do some chapters have extra votes? Do all the past presidents get to attend? Why does every incoming president set new priorities?”

“All of these layers are like running through mud; slow, tiring, and frustrating for volunteer leaders and staff,” said Bill Pawlucy, CAE, president at Association Options.

To clean up governance, appoint a task force to review structure, processes, and effectiveness. Nobody can deny an effort to build a better governance model.

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Note: Bob Harris, CAE, provides free governance tips and templates at www.nonprofitcenter.com.