The Job of a Board of Directors

To judge by my email, my comments of last week struck a chord with a lot of people.

The largest number of comments were from people who were convinced that I was eavesdropping on their board of directors meeting; these comments ranged from a simple bravo to a detailed defense of their board’s actions. The odds are very high that your board was not the causative factor of my comments. The other group of comments came from folks who thought the board of director’s function was to resolve all operational issues within the organization. These commenters simply couldn’t quite get the point.

I should provide a bit of background. I am a founder and current chairman of the board of directors of an organization (Guided Discoveries) that has a thirty year plus history of success. I believe how the board does their job is a big part of that success. Several years ago we decided that key members of the board should actually go to board of director’s school to learn what we should be doing. After attending a workshop with Dr. John Carver, who is a proponent of policy governance, we discovered that we were accidentally doing the right thing all along. We were practicing what is commonly called ‘policy governance.’

Policy governance means that the board does board work and not committee or staff work. Boards are supposed to do four things; make policy regarding what the outcome should be, provide the committee or staff person assigned with authorization to take action and spend money, provide the committee or staff person assigned with reasonable limitations on what they can do and specify the relationship that the committee or staff person assigned should have with the board.

When the board determines the outcome, it should not specify a step by step process to get that outcome. Defining the practice and procedure is the job of the committee or staff person assigned to accomplish the task. This is the critical step missing from most of the people who emailed me last week with the certainty that I was ease dropping on their board meetings.

I take note with a lot of satisfaction that the Board of Directors of Rotary International is a policy governed board. They adopted this strategy many years ago and it has served Rotary well. It is time that every Rotary District and every Rotary club follow their lead and become real boards of directors and stop functioning as committee of committee chairs or even worse, the committee of a whole for everything that happens in their organization.