Building a Leadership Succession System for Your Board 2018 Uninsured Summit June 1, 2018 Mark R. Cruise, President

“There is one thing all Boards have in common…they do not function.” Peter Drucker

Biggest Reasons Boards Falter or Fail They lack a thorough understanding of what governance is AND They lack a system for practicing good governance, or the discipline and commitment to adhere to it

“We cannot solve our problems with the same thinking we used when we created them.” Albert Einstein

There’s A Better Way: Policy Governance® Policy Governance® is a logical, consistent, integrated system of governance Created by John Carver, PhD, who wrote Boards That Make a Difference (1990); sometimes referred to as the “Carver model” In use in corporate, public, and nonprofit Boards around the world, including free clinics! Policy Governance is a registered service mark of John Carver

What is the Board’s purpose?

What is the Board’s purpose? To govern!

Governance is the act of governing Governance is the act of governing. It relates to decisions that define expectations, grant power, or (and) verify performance.

Governance entails a posture and set of tasks that are profoundly different from management.

Governance entails a posture and set of tasks that are profoundly different from management. Yet the default modus operandi of many if not most not-for-profit Board members is management, or worse, minutia.

Your Board’s Chief Task: Building and Maintaining a Culture of High-Performing Governance

Our first step in ensuring effective Board leadership succession is to be clear about the Board’s jobs, collectively and individually.

The Board’s Jobs Understand community needs, interests, movements, etc. as they relate to the clinic Set purpose, mission statement, strategic direction, and desired results/outcomes Hire, evaluate, and fairly pay an ED (and discipline/terminate if necessary) Set policies and parameters within which executive/organizational conduct can occur

The Board’s Jobs (cont’d) Represent and advocate for the clinic in the wider community Raise $$ if Board has accepted that duty Monitor/assure organizational performance and results (i.e., progress/achievement of outcomes, metrics, dashboard, etc.) Oversee/decide on org name/identity, legal matters, strategic partnerships, real estate purchases/leases/major renovations, investment of reserves, …

Do you have Board members who, when volunteering in the clinic, proceed to act as if they have the authority to supervise staff?

As an Executive Director, have you ever wondered whether a Board member’s opinions and advice on a topic were just that, a discussion, or a directive?

Have you ever wondered how many bosses the Executive Director has and whether the Board Chair is the Executive Director’s supervisor?

Policy Governance® Principle: Board Wholism Board authority is corporate; individual Board members have no authority, except that which the Board may explicitly grant in rare instances The Board speaks with one voice (through its policies); dissenting Board members agree to accept and support the majority decision The ED works for and reports to the whole Board (not the Chair or any Committee, wealthy donor, founder, etc.)

Policy Governance® Principle: Board Wholism (cont’d) Board members may give advice; the ED may ask them for it; however, the ED must be able to accept or reject Board member advice without repercussions or reprisals Since Board authority is corporate, the relationship of the ED and Board members individually is collegial and collaborative, not hierarchical

What about the responsibilities of Board members individually What about the responsibilities of Board members individually? What does your Board expect? Is it in writing?

Do you have a system for tracking whether and to what extent Board members fulfill their responsibilities over the course of their term?

Nomination to another term should not be automatic but instead subject to careful analysis of a Board member’s track record of service.

Sample Criteria for Nomination to Another Term Strong meeting attendance record Active participant in key discussions/decisions Offering of subject matter expertise (e.g., finance, law, marketing, etc.) when needed by Board Effective ambassador in the community Made personal financial contributions Actively participated on one or more committees Attended special events

Do you have a Board Committee whose job is to recruit, screen, and nominate qualified individuals to serve on the Board? I recommend a Governance or Board Development Committee.

Every nominee to the Board should be someone who has the potential to become the Board Chair.

Do you provide a thorough orientation and on-boarding process for new Board members?

Leadership succession starts with recruiting current and emerging leaders to the Board who will assimilate well with your culture of high-performing governance.

What do you expect of your Board Chair? Is it in writing?

The Board Chair’s Jobs Lead the Board in high-performing governance (not manage/supervise/direct the ED) Focus the Board’s attention on mission, purpose, strategic direction, intended results/outcomes, and critical decisions Preside at Board meetings, following prescribed parliamentary procedure (typically Robert’s Rules) Plan meeting agendas in consultation with ED Represent the organization as needed in high-level meetings with other organizations, community leaders Ensure that Board Committee chairs are doing their job

How does someone become the Board Chair in your organization How does someone become the Board Chair in your organization? What do your Bylaws or Board policies say (or need to say) about this?

What are some ways your Board can groom Board members to be future Board Chairs?

Common Board Leadership Succession Strategies Chair Board Member

Common Board Leadership Succession Strategies (cont’d) Chair Vice-Chair Board Member

Common Board Leadership Succession Strategies (cont’d) Chair Vice-Chair Committee Chair Board Member

Common Board Leadership Succession Strategies (cont’d) Chair Vice-Chair Treasurer Secretary Board Member

Common Board Leadership Succession Strategies (cont’d) Chair Chair Elect Committee Chair Board Member

In Summary… Recruit and elect known leaders and potential leaders to your Board, and expect and orient them to practice high-performing governance…

In Summary… …and codify your leadership succession structure (Bylaws) and process (Board Policy) to ensure a continual pipeline of excellent Board leaders for your organization.

Let Governance4Good Help You Board Governance Training Executive Search Association Management Strategic Planning/ Facilitation Crisis Management Board-CEO Mediation Board Policy Review/ Development Transition Consultation Start-up Assistance Board Leadership Boot Camp Feasibility Studies for Mergers and Acquisitions Governance Assessment Governance Workshops, Seminars, Webinars Coaching for Board Chairs and CEOs

“No one ever achieves peak performance without a coach.” Andre Aggasi

Questions? Mark Cruise, President mark@governance4good.com www.governance4good.com (803) 609-2059