Work caught up with me this weekend so I wasn’t able to complete what I had planned for today. Instead of leaving the blog empty today I thought it would be good to revisit a popular article from September, 2004 which examines how individuals actually find their way into an orchestra’s board of directors.
Within the governance framework of a 501c3, the board of directors has absolute authority and control; meaning, all decisions must be made by them and/or approved by them. This article details the process behind how orchestras bring people on board: How Do You Get On The Board?
Just wanted to suggest a clarification to your description of board authority and control. The governing board is certainly RESPONSIBLE for all decisions and actions of the organization, but that doesn’t mean they have to make and approve all decisions. In fact, boards that exercise that kind of control are not doing the most effective work they could be doing for the organization.
More specifically, mature boards set direction, policy, and fiscal constraint, which provide the context for the thousands of decisions that are then made by professional staff.
Of course, it’s also the board’s job to hold leadership accountable for THEIR decisions, and to ensure the leadership is holding their staff accountable in the same way.
Pehaps it’s all semantics, but it’s a primary dysfunction of many nonprofit boards to think they have to make or approve every decision.
Andrew makes a number of good points. I was being brief for the sake of being brief but he’s on the nose. Of course, there are endless sub-discussions surrounding the level of involvement board members should have within their respective organizations and you’ll likely receive different points of view for the individuals involved at each of those levels.
One such interesting sub-discussion is I have been hearing that there’s an increase in the number of executive managers that construct clauses in their contracts that prohibit their respective broads from overturning any of their decisions or to force them to take a particular course of action otherwise they can terminate their contract with full remuneration etc.
Regardless, in the end the board still has complete authority to take the organization in whichever direction they prefer, or to even shut it down regardless of the current financial condition. The only legally enforceable influence from outside sources is the contracts the board enters into with managers, artists, etc. Of course, the board can always decide to not honor those contracts and willing pay the penalty as a sort of “cost of doing business” which reaffirms their authority.
Another fascinating sub-discussion is the few times when micro-managing is appropriate for board members. I don’t recommend it as a SOP, but there are a few conditions where that sort of involvement can be warranted.
So many topics to discuss, so little time to go to lunch…
Hey Drew,
Just wanted to suggest a clarification to your description of board authority and control. The governing board is certainly RESPONSIBLE for all decisions and actions of the organization, but that doesn’t mean they have to make and approve all decisions. In fact, boards that exercise that kind of control are not doing the most effective work they could be doing for the organization.
More specifically, mature boards set direction, policy, and fiscal constraint, which provide the context for the thousands of decisions that are then made by professional staff.
Of course, it’s also the board’s job to hold leadership accountable for THEIR decisions, and to ensure the leadership is holding their staff accountable in the same way.
Pehaps it’s all semantics, but it’s a primary dysfunction of many nonprofit boards to think they have to make or approve every decision.
Andrew makes a number of good points. I was being brief for the sake of being brief but he’s on the nose. Of course, there are endless sub-discussions surrounding the level of involvement board members should have within their respective organizations and you’ll likely receive different points of view for the individuals involved at each of those levels.
One such interesting sub-discussion is I have been hearing that there’s an increase in the number of executive managers that construct clauses in their contracts that prohibit their respective broads from overturning any of their decisions or to force them to take a particular course of action otherwise they can terminate their contract with full remuneration etc.
Regardless, in the end the board still has complete authority to take the organization in whichever direction they prefer, or to even shut it down regardless of the current financial condition. The only legally enforceable influence from outside sources is the contracts the board enters into with managers, artists, etc. Of course, the board can always decide to not honor those contracts and willing pay the penalty as a sort of “cost of doing business” which reaffirms their authority.
Another fascinating sub-discussion is the few times when micro-managing is appropriate for board members. I don’t recommend it as a SOP, but there are a few conditions where that sort of involvement can be warranted.
So many topics to discuss, so little time to go to lunch…