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How to Create an Effective Board - Association Management Center

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How to Create an
Effective Board
By Dave Bergeson, Ph.D., CAE
t a time when associations face significant challenges in revenue generation, resource allocation
and member engagement, it is more important
than ever that boards perform strongly and effectively. However, considerable research and analysis shows that underperforming boards affect
consequences for the bottom line, impact employee morale
and are distressingly common.
Daring to Lead, 2006: A National Study of Nonprofit
Executive Leadership, which involved more than 1,900
executives and board members, found that only one in three
executives strongly agree that their staffs view the board as
an engaged leadership body. In this same survey, negative
perception of the board of directors was strongly associated
with executive director turnover, and the level of frustration executives reported about their boards was found to be
“striking.” Seasoned executives, in particular, are familiar
with networking sessions that occasionally turn into forums
for sharing “war stories” and exasperating tales of dysfunction and ineptitude. Ultimately, we have only ourselves to
blame or praise regarding the effectiveness of our boards. The
reality is that association executives often are not victims of
underperforming boards, but instead are enablers or creators
of them.
Best Practices for Board Recruitment,
Fortunately, solutions exist. An effective process for board
development can both preclude and alleviate the costs and
strains associated with an underperforming board. While the
association literature is full of recommendations for best
practices, rarely are these best practices supported by empirical data. In one such study exploring underlying assumptions
about nonprofit board development practices, William Brown
surveyed more than 1,000 CEOs and board chairs representing more than 700 nonprofit credit unions. He tested four
1. Best practice recruitment strategies will lead to highly
capable board members.
2. Best practice orientation will lead to highly capable board
3. Performance evaluation will lead to highly capable board
4. Highly capable board members will contribute to improved
board performance.
Brown found ample evidence to support the first hypoth-
esis, as there was a strong relationship between best practice
recruitment practices and perceptions of board member competency. The second hypothesis also was supported, as board
orientation had a significant positive effect on whether board
members were perceived as highly competent. The third
hypothesis was not supported, as the use of a board performance evaluation was not significantly related to board member competency. Brown indicates, however, that there is large
theoretical support for the importance of a board evaluation;
this lack of significance may be a result of the relatively low
use of a board evaluation system in the sample population.
Brown also found a significant and positive relationship
between perceptions of board member competencies and
board performance: Boards with highly competent board
members performed more effectively. In addition, he discovered a significant positive relationship between orientation and board performance. Board orientation didn’t just
lead to more capable board members; it also led directly to
more effective boards. The two variables of perceptions of
board member competencies and board orientation together
accounted for more than 75 percent of the variance in board
There are several lessons here:
1. Board development practices lead to stronger board members.
2. Stronger board members lead to boards that perform more
3. If used effectively, board recruitment practices can
improve the character of board members who serve the
4. Board orientation is instrumental in explaining perceptions
of board member capabilities and directly influencing perception of board performance.
Tips for Board Training
Given the empirical evidence that demonstrates the positive
effects of effective board development on the performance of
boards, staffs and organizations, surely by now associations
have mastered, or at least refined, these practices. Unfortunately, that does not appear to be the case. According to the
Nonprofit Governance Index 2007, board recruitment and
orientation are rated by both board members and executives
as important, but also are one of the areas in which boards
perform most poorly.
So, how best to train boards of directors in order to maximize their effectiveness? Following is an outline and potential
MarcH 2011 Forum
An effective process for board development can both preclude and alleviate
the costs and strains associated with
an underperforming board.
starting point for forming board orientation programs:
• Fiduciary duties of board members. The board of directors has the ultimate legal responsibility for the actions
(and inactions) of the association. Because the law grants
directors such responsibility, the law also imposes on
them obligations to act in the best interests of the association. Note that the duty of care, duty of loyalty and duty
of obedience are fiduciary duties, not fiduciary guidelines,
suggestions or goals.
Forum MarcH 2011
• Other responsibilities of board members. Include items
such as suggesting new ideas, following and reporting
trends in the industry, supporting the majority decision of
the board, and serving the association as a whole rather
than one special interest group or constituency.
• Reducing personal liability. Explain what board members
can and should do to reduce their personal liability, such
as showing up and being prepared for meetings, asking
the right questions and making sure they are informed.
• Additional liability protection. The liability of association
directors also is limited through indemnification by the
association, D&O and general liability insurance, and state
volunteer protection laws. Incoming board members typically have no knowledge of these additional layers of protection, and often are relieved to learn of them.
• Apparent authority. An association can be held liable for
the actions of its directors and volunteers, even when
the association does not know about, much less approve,
those actions. It’s best to talk about this issue in your
orientation in order to minimize actions or statements by
board members that are not reviewed and/or approved by
the executive director or the board.
• Antitrust compliance. Particularly among trade associations, it is important to have and enforce an antitrust compliance policy. New board members of trade associations
often can’t understand why a trade association should not
act more strongly to police or even remove “the riffraff” or
the price-cutters of the industry.
• Governing documents. You don’t necessarily need to
review the bylaws with your board, but you need to let
them know why the association needs to pay attention to
them. A quick primer on the relationship between state
law, bylaws, and policy and procedure is helpful.
• Vision and strategic plan. What have previous boards
determined is important to your association and industry?
Where would you like to go? Discuss the extent to which
incoming board members will be engaged to help review,
modify and monitor the current strategic plan.
• Board and committee structure. Incoming board members
need to know the organizational structures that are in
place to (hopefully) help the board, volunteers and staff
effectively function. Clarify the roles of the board and
committees and set expectations for the volunteers who
serve on them.
• Role of the officers. This is an opportunity to clarify roles
and set expectations. Does your president vote? What is
the role of the president-elect? A good message is that the
officers generally have half as much power as is assumed
by the general membership, but twice as much accountability.
• Role of the board vs. role of the staff. You cannot complain about a board that micromanages if you do not set
clear expectations early in your relationship with them. All
board members want to contribute. If they feel they have
relatively little to contribute to strategic or higher-level
discussions, they will try to contribute by pointing out that
the price of coffee or soda at your host hotel or convention
center is very high.
• Rules for board meetings. Now is a good time to briefly
review any logistics and ground rules you may have for the
board meeting itself, such as what a typical agenda looks
like, what a consent agenda is, why it’s a good idea to ask
questions about an issue before a board meeting and why
not to conduct business during a board meeting.
• Parliamentary procedure. New board members may be
intimidated at the thought of being admonished by the
board for the innocent misuse or relative lack of knowledge of parliamentary procedure. You should reassure
them that this is not the case. This also is a good opportunity to remind your current board that parliamentary
procedure should not be viewed as a game of “gotcha,”
where minor mistakes or transgressions are immediately
and triumphantly identified, derided and debated.
• Voting by e-mail. Every board wants to know about this.
Laws vary by state, so know and discuss what you can and
cannot do via e-mail.
• Dates of upcoming board and governance meetings. Have
board members put these dates on their calendars early.
• Association trends. Depending on your board, it may be
useful to discuss recent research or studies that point to
association trends. Examples include generational differences among association members, the effect of the economy on association revenue and social media use.
Dave Bergeson, Ph.D., CAE, is account executive at the Association
Management Center in Glenview, Ill. He may be reached at
’al l ca
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