The Case for Board Member Term Limits

I’m not afraid to admit when I’m wrong. I’ve been on the wrong side of an important association board practice for many years.

Because I had the good fortune to work with two exceptional board leaders and clients – Harry Mason with the SCSI Trade Association (STA), and Marlis Humphrey with the former Asynchronous Transfer Mode (ATM) Forum – I saw that each organization would be denied Harry’s and Marlis’s talents as board leaders if term limits had been in effect.

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The Complementary Roles of the Chief Executive and your Governing Board

Sometimes, even the best boards and seasoned executive directors clash and have trouble  staying in their respective “responsibility lanes” as the organization’s leadership team.  An excellent example might be when boards get directly involved with selecting and overseeing staff when they have a successful chief staff executive for such purposes.  Why might a board involve themselves in what is clearly a management responsibility?  Simply.  It’s what they are familiar with, despite the fact that it’s a responsibility they can and should delegate.

Certainly, if the working relationship between the board and executive director is noticeably broken, that situation should be addressed as soon as possible.  An outside management and governance coach is probably worth bringing in.  Even if everything is working smoothly between the board and the executive, an annual refresher can help keep the working relationships strong and the organization running smoothly for the coming year.

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Are Priorities an Issue for Your Board?

If you are experiencing low board engagement, even in a small subset of board members, it’s more often that board commitment is not a high enough priority for success.

There are a variety of steps you, as the executive director, can take to address the matter of making board member commitment the right priority for success.  Of course, what specific steps to take depends on a number of cultural factors.  This post does not attempt to address culture and the myriad contextual factors that may exist in a specific organization or situation.  But there are some general approaches that have proven useful to me.

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Future Proofing Your Board

A timeline is a common tool used to orient boards of directors to their unique responsibilities.

When we conduct board orientations, we characterize the organization’s next 12 months as belonging to the chief staff officer, also known as the executive director.  Once the board has approved a plan, priorities, and a budget, it is up to the chief staff officer and his or her staff to execute it.

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Data-driven Management Decisions

In the past few years there’s been an increased emphasis on data-driven management in the association management field. This is to be applauded. But data alone will not improve management decisions. At L&M we believe there are five basic steps to solid management studies to increase the likelihood that the right questions are being asked to produce the best answers that time and budget allow.

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Five-Member Board not the panacea promised by Coerver & Byers

Benefits of a Five-Member Board” in the March issue ofAssociations Now (AN) should be read with a high degree of skepticism. I’ve reread the article several times over the past week and I don’t know who deserves more criticism: the authors for promoting a “one-trick pony” as a panacea for the industry-wide malaise that seems to have hit EVERY association (one of their many unsubstantiated claims); or AN’s editorial staff for choosing such a weak treatment of an otherwise important topic for this month’s feature article.

To be fair, this article has some merit, but on balance it contains more erroneous messages than useful knowledge.

My concern is for those relatively new to the profession of association management. I am confident that anyone with some years of association management and governance experience, especially with multiple organizations, would see the same shortcomings I saw in this article.

Here are a few assertions made by the authors I can agree with:

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Canaries in the Board Room – Early Warning Signs of Governance Dysfunction

Is there a “canary” in our organizations that succumbs to the lack of governance oxygen the way canaries were used in coal mines to warn miners that they were loosing oxygen while they still had time to take corrective measures?  The answer is “yes”!

What Is Governance-Oxygen?

At a minimum it’s time.  It’s time to focus on the organization’s future — that time beyond the current operational year and the plan and budget beyond the current year.

Two Such Canaries

First, is the condition of imbalance between the strength and functioning of board and chief staff officer (CSO).  In an upcoming issue of the Harvard Business Review, Robert M. Fisher, Ph.D. will have an article appear that, among other important topics, discusses the relationship of board and the chief staff officer (CSO) as a system.  Fisher discusses in his article the characteristics of strong and weak boards and CSOs and what can be done under the various combinations of these characteristics.

I mention Fisher’s article to recognize his important notion of the “system” that the board and CSO comprise, but to also emphasize that while governance is the domain of the board of directors, the board’s ability to provide governance can be severely compromised if a weak CSO is present.

So, the first canary I’d like to identify is an imbalance between board and CSO, specifically where there’s a strong board and weak CSO.  I do not mention weak board and strong CSO, or weak board and weak CSO because it should be obvious that a weak board, regardless the condition of the CSO, is simply not capable of providing governance.

At the risk of oversimplifying Fisher’s point, he discussed the board-CSO system in terms of stability.  Obviously, where both parts of the system are equal, there’s high stability.  The strong-strong balance having positive stability and the weak-weak balance having the kind of stability more akin to rigor mortis.

The fact that a strong board would have hired a weak CSO is itself a warning sign that the board’s critical decisions do not result in success.  What more important decision can a governing board make than hiring the right chief of staff?  The byproduct of this first mistake should be obvious — a board can be no more effective at governance with a weak CSO than a bicycle can have a smooth and reasonably effortless ride with one flat tire (or at least in need of air).

The second canary is how the board actually spends its time.  An audit of board agendas and meeting minutes might be very revealing.  How much time does a board spend on history vs. the future?

History –

Board meetings are often devoted to reviewing reports about:

  • Finances and financial performance
  • Program activity reports
  • Meeting attendance and participation
  • Membership trends about new and non-renewing members

This is appropriate for oversight.  But if the reports are merely an accounting of numbers with no analysis for the future, then these reports are simply reporting history.  These reports should be prepared and submitted, but they may be more appropriate for reading before a meeting for background and not to take up valuable board time during a meeting to discuss what can be clearly stated in written reports.

The Future –

Boards that do not discuss and debate the significance of current reports on the organization’s future are starving themselves of governance-oxygen.  For example:

Finances and Financial Performance — Does the current financial report contain implications for the future.  If there are unexpected trends in revenue or expenses does the board know what’s causing them?  Do these deviations point to risks or opportunities for next year and beyond?

rogram Activity Reports — Are programs being supported as expected?  If not, might this suggest some fundamental departure from a program’s basic assumptions for success?  Are there mid-term adjustments that should be made and what impacts might those adjustments have on next year’s performance of these programs?

Meeting Attendance and Participation — Are there more or less attendees at meetings than anticipated?  If so, why the deviations?  Are meeting appraisals being collected from attendees and do these appraisals provide any insights to what members may want in future meetings?

Membership Trends — Often there’s more concern about membership attrition than about growth.  Both deviations are important to understand.  Boards should certainly understand why members are leaving.  Is it because of some external factor in a trade association’s market segment or in a society’s profession, or because the organization’s actual or perceived value-proposition is outdated or not being communicated effectively?

What Can Be Done to Increase Governance-Oxygen?

The right balance for a particular board and organization between current and future time may be unique to each organization.  I would suggest that over the course of a year a board should spend at least 50% of its time on the future.  That will vary from meeting to meeting, and whether an organization is in start-up mode vs. a more mature state.  It would also be affected by whether or not an organization is facing a crisis at the moment.

Perhaps the following questions are the most useful to ask about how your board spends its time:


  • Are we regularly dealing with a crisis?
  • Does the board feel that it has to make decisions with less information or understanding about a situation than it would like?
  • Is valuable board meeting time spent listening to reports and analysis that could be captured in written reports and reviewed in advance of the meeting?
  • If written reports are prepared and distributed in advance, do they contain assessments about the potential impacts in the future?
  • Does board meeting time include identification of learning that the board needs to undertake to be prepared to make future decisions with a sufficient amount of information?

Board time is a non-renewable resource — waste it and it’s gone forever.

Governance vs. Management

Michael LoBue writes:  “Governance” and “management” are terms used so often by organizations that they’ve become nearly meaningless as useful distinctions for roles and responsibilities.

This first post in this category is intended to merely set a general direction for future posts and to establish several themes to help bring meaning back to these words for organizations.

First, general definitions of each:

Governance is responsible for “determining the right things” for organizations to do.

Management is reponsible for “doing things the right way”.

Perhaps a useful distinction here is that governance is responsible for answering the organization’s “what questions” and management is responsible for the organization’s “how questions”.

Future posts under this category will explore the practical aspects of these general definitions and distinctions, which would include:

  • Early warning signs of governance / management dysfunction
  • Governance planning – who’s responsible?
  • Management’s role in planning
  • Sound practices for healthy governance
  • The different time-horizons for governance and management