Governance Articles

"Right Sizing" Your Board Of Directors


The business world is caught up in an orgy of "downsizing" and "right-sizing," and associations are beginning to look at how these principles might be applied to cut costs and improve efficiency in their operations.

So far, the tendency seems to be to emulate what the private sector has done and concentrate on cutting staff. But associations aren't for-profit corporations and have their own problems. Chief among them is often a ponderous, slow and unresponsive governance decision-making process. In a time of rapid change, it is often impossible to get the association's machinery to grind fast enough to respond constructively and on time.

Associations tend to believe that the best way to address member needs is to make sure that every geographic and special interest is represented on the board. Actually, the end result of this approach is gridlock followed by minority governance. Here's how it works.

Let's assume a board of 50 representing one director for each state. Because of the large size of the board, it must be formally governed by Robert's Rules of Order. If there are five items on the agenda and each director speaks for a total of five minutes on each issue, more than 20 hours are required. This does not include time for presentation of reports, Q&A periods, breaks, and chit-chat. To govern properly, such a board would probably require close to 40 hours -- a full week -- to transact its business. Some boards have more than 100 members. Their meetings would require two weeks. Obviously, this is unworkable, so short cuts have to be found.

  • The staff coup d'etat. A strong executive director may step into the breach, make the important decisions, and have them rubber-stamped by a grateful board. This poses two dangers. First, it makes a mockery of the very democratic principles that were responsible for the election of a representative board. Secondly, it eventually breeds jealousy and resentment by board members that ultimately dooms the executive director.
  • Governance by executive committee. Another common short cut is to appoint a powerful executive committee to transact business for the muscle-bound board. In effect, a small subset of the board exercises its powers, subject to periodic rubber-stamping. Again, the work may get done, but eventually, the other board members get suspicious and jealous. It is only human nature to believe that if some people are meeting about issues you care about, and you aren't in the room, they are conspiring against you. Ultimately board members come to resent their executive committees. Furthermore, this short cut also subverts the very principle of representative democracy that caused a large board to be elected in the first place.

Given these unpalatable (but all-too-common) alternatives, how are you to liberate your association from the dead and ponderous hand of overweight governance? Here are some answers that work.

  1. Recognize that representation does not equate with democracy. Having a large number of elected representatives doesn't represent the democratic will of the membership if the representatives are unable to deliver the products and services they want. Representation isn't an end in itself, but one method of ensuring that members get the outcomes they want. Often less representation produces better results. Your yardstick should be whether your board can thoroughly discuss all strategic issues and make decisions by consensus in one day. Shoot for a dozen or so members, fewer if possible. And elect members at-large to eliminate parochial loyalties.
  2. Focus on identifying and meeting member needs. Establish a dynamic, ongoing process that identifies not only what members feel they need, but what they are likely to need in the future. Do frequent statistically-valid member research. Then use focus groups to probe for desired outcomes. Organize your association in the way that is most likely to produce those results. In most cases, this will mean a small, highly flexible board that can make decisions by consensus and turn around on a dime.
  3. Communicate, communicate, communicate. A small governing board that engages in ongoing, open, two-way communication with its members is far more democratic and trusted than a large board that mistakenly thinks it knows best. You should be able to tell your members, "We asked you what services and products you need and want. You told us. We developed a plan to deliver them. Here is the plan. Let us know what you think of it." Use the feedback to ensure that the plan enjoys broad support. Then implement it.

Using this three-step process, you can radically downsize your board, eliminate the need for an executive committee, and respond more rapidly to changing member needs. In addition, taking an ax to your governance will free up tens of thousands of nonproductive dollars that can be applied to desired member services. Members hate dues. They are, like taxes, assessed by a distant bureaucracy for ill-understood purposes. Cutting the cost of governance will reduce the need for dues income just when it is most difficult to get. That alone is a great reason to right-size your board.



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