- Never Have a Policy that Includes "Unless the Board Approves"
In trying to understand board holism, let’s look at something you will be more familiar with. Let’s suppose your family is comprised of a mom, a dad a daughter and a son. These relationships are based within the context of a family. Think about it. Dad is only a dad in relationship to his kids. A wife doesn’t go to work as a spouse; she does so as an employee. A student goes to school. While your son plays football, he does so as an athlete, not as a son. If one member of the family is not home for Thanksgiving, the family is not together. For many years my dad, my son and I annually went to a NASCAR race. Living in Canada, we would stop at the border where we were often asked what our relationship was to each other. I never quite knew how to answer that question. Grandfather, father and son? Well, my dad was a grandfather to my son but a father to me. I was a son in relation to my father but a father in relation to my son. Before we both get a headache, let’s move on, but hang onto that idea as we look at board holism.
Board holism is a key principle in the Policy Governance® model because there are some interesting implications when board holism is not embraced.
Board holism views the board, like a family as a whole; as an it, rather than a group of directors. However it may be easier to describe it than define it; so let’s start by describing some of the characteristics of board holism and then we will look at the potential implications when board holism is not embraced.
A board has a voice. It speaks with clarity. What it says is not contradictory. It does not send mixed or conflicting messages. Hmm…so we have a bunch of independently thinking women and men who at times are passionately disagreeing about something. These individuals comprising an entity called a board will speak with lucidity and non-ambiguity? How does that happen?
It starts by a common agreement about how a message will be decided and delivered. An example of this is Robert’s Rules of Order. One person puts a potential message of the board in a statement and a second person agrees that is a good message. The other people around the board table speak to the statement by discussing why it is or is not a good statement. Eventually the group votes on whether this will be the statement of the board. If a majority agree, then that becomes the voice of the board. You likely understand it better as a motion that is passed or defeated. However suppose you found out some time later that the Chair or one of the board members ignored the vote and acted based on their own personal preference. You might be least surprised and perplexed; however I suspect emotions such as shock and outrage would better describe your response. “We discussed this as a board and voted on it, so that’s the decision. How does something get to overrule or ignore that decision”?
While we often make reference to boards being sued, the fact is that a board cannot be sued. It is the individual members of the board who are sued. The terrifying fact is that you as a board member can be sued for the actions or inactions of the board. (There are legal and technical nuances to that, but we won’t go into those here.) So we want to be sure that when a decision is made, it is the board that has made that decision and not some renegade individual. You certainly don’t want to be implicated by the random decision of an individual board member.
I knew you would like the idea of board holism. If you didn’t agree with that principle, you would be accepting that individuals on the board have authority which is independent of that held by the board as a whole.
So how does this idea of board holism, the board being an it with one clear voice, align with the working board idea? I’m never really quite sure what is meant by that so I like to ask the person who uses the term to clarify it. “We’re a working board. For example someone heads up congregational care and someone else oversees building maintenance….” Before they go further I interrupt, “Whoa…stop…I’m confused. You used the word board and someone; do those two words mean the same thing?” What I am trying to distinguish whether they see a the difference between the board as an it and the individuals who are sitting on the board. Maybe you are on the board of a small church where board members are assigned certain tasks. Someone on the board oversees the visitation ministry of the church; someone else looks after the Sunday school while a third person serves as the church bookkeeper. If you see the value of board holism then you see that there is really no such thing as a working board. A board doesn’t typically do member visitation. That is unless the entire board, as a board goes and visits that person. A board is responsible to make sure the financial records of the church are complete and accurate, but a board does not sit around a table and collectively input numbers. The board doesn’t gather on Sunday mornings as a board to superintend the children’s ministry. As such it is vital to see someone’s role as a superintendent as separate from their role as a board member.
Here’s the challenge. When a board member - I mean congregational care volunteer - brings their report to the board, what role do they have? Are they submitting their report as the congregational care volunteer with their right hand and receiving it as a board member with their left hand? They are one or the other; they cannot be both at the same time in the context of the same relationship.
If one does not subscribe to the principle of board holism, the relationship is not only confusing, it can also become dangerous. You can potentially have a board member who goes offside by carrying out an action because he or she is a board member regardless of whether that reflects the value and voice of the rest of the board. Or suppose a certain government filing is assumed to be the responsibility of the treasurer. If it is not submitted, the treasurer is on the hook – right? Wrong. The board will still be collectively responsible.
So you have a choice to make. If you don’t embrace board holism including the principle that the board is collectively responsible for its decisions and expresses its decisions with one voice, then like the days of Israel when it did not have one voice at the top, everyone does that which is right in their own eyes. But if you believe in board holism and also believe in the working board concept, then the work of the board must be done by the board as a whole. You can’t have it both ways.
But there is an option. And we will explore that option with the next FYI.
Policy Governance® is an internationally registered service mark of John Carver. Registration is only to ensure accurate description of the model rather than for financial gain. The model is available free to all with no royalties or license fees for its use. The authoritative website for Policy Governance is www.carvergovernance.com.