To my Board director friends: How do you guide long range thinking without overstepping your job description?

I am a longstanding board member of a mid-sized nonprofit organization that is about to develop their next strategic plan – a 3-year look into the future of special needs services in a period of dramatic change. We have recently hired the organization’s 3^rd CEO in its 76-year history; they have engaged a planning facilitator who has in depth planning experience but none of it with this organization. They met with the Strategic Planning Committee of the Board, made up almost entirely of former Board chairs.

What could go wrong?

The old adage of Board service came to mind during the meeting: “Noses in, fingers out,” meaning the Board’s role is to ask questions, listen to and reflect on the answers, and offer guidance. By contrast, the Board’s role not to take charge, give orders to anyone in management having to do with how they do their jobs, or make decisions for the CEO. A delicate balancing act for many Board members, especially those with long years of tenure and strong views, which many in our group had.

The good news: nothing went wrong. A spirited discussion ensued about the process, the timeline, the options for doing a thorough SWOT analysis in advance (essential for informing any effective strategic plan), how best to get the Board’s input and keep members advised of progress, and when the Board will be able to vote on a final document. I was actually proud of the way we handled something that often trips up Boards in organizations of all sizes.

Admittedly, there are big differences between a nonprofit Board and a for-profit Board, whether advisory or fiduciary. But some things should be firmly in place in all of them. Here’s my short list of the principles they should all adhere to:

1. The Board has one employee that they oversee, direct or advise – the CEO. All information flow to other members of the management team should come from the CEO, not the Board. While this is sometimes violated with no painful repercussions, the risk of undercutting the CEO is huge, to the detriment of the team and the organization.
2. The CEO has a responsibility to keep the Board informed of any major activities, whether in process or planned, that run counter to the existing strategic direction of the organization. A recent example in the press of a CEO pursuing a merger without advising his Board was a good reason the Board should have immediately begun shopping for a new CEO.
3. No matter how close a Board member feels about his/her relationship with the organization, Board decisions must always put the company ahead of personal feelings and priorities. This rule is most often violated in family-owned and run companies and nonprofit organizations where Board members have family members receiving services from the organization.
4. Every Board should have fixed length terms and firm term limits that enable the Board to remove a member who is unwilling to play by the rules. With these tools in place the Board can then decide whether to invite an exiting member to be re-elected or not – an effective Board will use these rules to keep the Board collaborative, authentic and committed to the success of the organization.

How do I know? Been there, done that.

We are Your CFO for Rent.