The Board as Boss

02/22/2011

Eventually we realize that not knowing what to do is just as real and just as useful as knowing what to do... Not knowing what to do, we start to pay real attention.
David Whyte, Poet

In my Exchange article, "Why Boards Don't Work: How They Should Work, I outlined the many ways boards of directors in the early childhood world can malfunction. I talked about rubber-stamp boards, micro-managing boards, and variations on those themes. As a solution I proposed the radical idea that boards need to act like bosses...

"In the era of Enron, where boards of corporations have allowed executives to run amuck, pillaging corporations’ assets, one would hope that even directors of non profit corporations would recognize the seriousness of their responsibility. They are not advisors, they are not cheerleaders, they are the bosses. They have been charged by the government with seeing to it that the resources of the organization are wisely and legally utilized.

"This view is most important as it relates to the relationship between the board and the director. Most early childhood boards behave as if the director is their boss, when, in fact, the director is their employee. While it is important that the director and board maintain an effective working relationship, the board cannot abdicate its responsibilities to the director. Specifically:

The director and other members of the corporation should be invited to submit items for the agenda, but the president of the board (or an executive committee) should establish the final agenda for meetings.

Board meetings should be chaired by the president, not by the director. In fact, the director should not be a board member, but should at most be an ex-officio, non-voting, participant.

Minutes of board meetings should be prepared by the board (possibly with secretarial support from the staff).

New board members should be recruited and elected by the board itself — taking suggestions, of course, from the director and other members of the community.

The board should retain the right to hold executive sessions without the presence of its employees.

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