Why Board Members are Not Like their Members

Many board members feel their chief contribution serving on an association board is to represent their members’ interests.  While this is true, most board members are unaware of just how different they are from rank-and-file members, making it a challenge to live up to the promise of “representing the membership.”  There are three reasons board members are not like their members, despite the simple fact that a prerequisite for board eligibility is membership in the organization.

After decades of supporting and observing association governing boards it has become clear to me that most boards do not have sufficient self-awareness to appreciate that the longer they serve on their association’s governing board the less they are like their rank-and-file membership.  The differences are described below.  The problem is not recognizing these differences and taking the right steps to address this gap in experience and perception between the board and the general membership.  

Let’s explore the three reasons for this gap between rank-and-file members and members of the governing boards and how to address these challenges.

Board members are more committed to the association than most members.

First and foremost, board members are simply more committed to the association than most of the regular dues paying members.  Board members invest more time in the organization attending meetings, representing the association, serving on committees and in some cases serving as board officers.

By comparison, most members treat their membership as a “transaction.”  They pay their dues and in return receive certain benefits.  Whereas most board members are invested in a “relationship”, where they invest their time to produce greater benefits and outcomes than just some transactional exchange with the association or some direct benefit to themselves.

They know more about the association than the members do.

As a result of being more committed and investing more of their time in the association than rank-and-file members, board members also possess more information and knowledge about the association than those they represent.

Some of the information they possess is confidential, so the simple solution to share what they know is not an option.  Plus, most members wouldn’t read and digest the information in the board’s possession.  Rank-and-file members take the position that it’s the board’s responsibility to decide what is relevant about the information they possess and act on it appropriately.

They have more responsibilities in the organization than non-board members.

Board members have three specific statutory responsibilities that separate them from regular members.  While the language may differ from state to state, the spirit of board responsibilities is captured in the following three duties.

  1. Duty of Care

The duty of care includes acting in good faith and in the best interests of the corporation and exercising the care that an ordinarily prudent person would use in similar circumstances.  Breach of the duty may result in liability for negligence.[1]

  • Duty of Loyalty

Directors and officers must subordinate their self-interest to the interest of the corporation.   This means no self-dealing and no usurping corporate opportunities.[2]

3.   Duty of Obedience

The duty of obedience is inferred from other general obligations.  Duty of obedience simply means that when a board of directors determines policy or an official position on a matter of the corporation, each board member is obligated to support that position and not speak against it.  The time to voice concern and opposition to a board policy is during board deliberations prior to the board’s vote.  Once the vote has taken place, each director is expected to support that position.

There are other, perhaps less severe matters of obedience than a board’s official position on a matter.  For example, respecting board deliberations is for the board only as well as not sharing confidential information, topics and discussions outside the board membership.

Constructively Engaging with Members

Once a board accepts that their own perceptions about the priorities and interests of members may not be consistent with those of their members, there are three activities that can bridge this gap.

  1. Engage general members on committees and task forces.  In addition to gaining valuable talent and resources, this can also be a valuable channel of communications between the governing board and interested members.  It is important to provide committees and these members with some latitude about the projects they undertake.
  2. Annual surveys of the membership can also be useful to gather member views and opinions about board goals and priorities.
  • Annual one-on-one outreach by board members.  While it may not be practical for a board of directors to reach even a significant minority of members of a large organization, there’s no substitute for direct conversation with key members, however the board defines “key members.”

Of course, an association’s regular newsletter is also a valuable tool for sharing board priorities with the membership and soliciting member feedback.

[1]       US Legal; https://businesslaw.uslegal.com/management-of-the-corporation/

[2]       Ibid.

Posted in Governance.

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