I recently attended an ASAE workshop, Exceptional Boards: Strengthening the Governance Team, with leaders from our client, the Boston Estate Planning Council. The two-day workshop provided an outstanding opportunity to revisit the role of association boards, the partnership and trust necessary between boards and senior staff executives, and the need for innovation to advance association strategic plans.
While chatting with a variety of association boards and chief staff executives from across the U.S., what struck me was that associations from all industries are experiencing the same challenges:
1. Reduction and disengagement of membership.
2. Faltering volunteer levels.
3. Navigating a changing landscape impacting revenue and expenses alike.
I'll share with you two of my top takeaways from the workshop:
1. A board’s fiduciary responsibility is to the organization—the legal entity—not the members. Although I am well versed in the duty of loyalty, I'll admit this statement was challenging for me. The organization is often equated with the membership; however, the duty of loyalty requires board members to “not act as representatives of anything but the organization’s welfare, even though they may be elected by...the membership.”
The membership may provide their voice or vote on matters of the association; however, the membership does not have same legal responsibilities the board of directors carries. This is the burden of the board. The membership more often than not does not possess the necessary details and data to make difficult decisions for the association. The board carries this responsibility and legally must act in the best interest of the legal entity, which may contrast from the sentiment of the membership.
2. High-functioning boards structure their meeting agendas with a focus on generative discussions, then strategic decisions and action items, then fiduciary requirements, and culminate with the consent agenda. This structure ensures the board’s focus and bulk of their precious meeting time is on high-level matters and provides space for generative discussions impacting the profession and the organization. These generative discussions should be unframed and unfiltered, but with boundaries. The strategic agenda items are generally well-framed and tie to the association’s strategic plan. Fiduciary matters are those that require board decisions and are often annual requirements (appointments, financial, etc.).
The very last items of the meeting should be those that require no significant discussion or decision: the items on the consent agenda, which are meeting minutes, committee reports, financial reports, and other informational updates.
Finally, a blanket “new business” agenda item should never be included on a board meeting agenda. To ensure a board is fully prepared to engage in a discussion or a decision, matters should be included on the board meeting agenda with read-ahead materials. Introducing new business in a meeting impedes the board’s ability to comply with the duty of care.
Until next time!
Cambria Happ, MPA, CAE
President