How NOT to Choose Board Officers

From a board member somewhere in the US

I have been on many boards some dysfunctional and some wonderful.

One of the most wonderful boards was an organization that focused on community health centers. It had grown from a small organization in the 1970s to having about 400 staff. It was great; well run; a poster child for its industry. I was honored to be asked to join the board.  I served on it for 15 years and chaired it for a couple of years. I chaired through the onset of the affordable care act and the changing of the guard when the executive director and the medical director who had been there for almost three decades left at the same time. It was okay for them to leave. It was time for the younger generation to step up.

There is a requirement that 50% of board members be consumers of the services and reflect the community they serve. Everyone on the board put their heart into finding Latino members because that was the community. For the most part, everything worked wonderfully well. I have never experienced such respect and commitment to understanding the issues, understanding the materials, and doing everything right. There was a wonderful camaraderie between the folks who were bankers and high-paid lawyers and people who were on Medicaid and struggling to put bus fare together. I was blown away by that.

We Were Casual About Choosing Officers

The board was close. We were pretty casual considering that we were managing a multi-million-dollar budget. When we needed new board officers, we’d say “who wants to do this?” Someone would say, “I’ll be the secretary.” Or someone else might say, “So-and-so, you haven’t been president. Why don’t you give it a shot?” Everyone took a turn at being an officer. We had two-year terms for officers. So no one was entrenched. You did not get a board chair in that position for 10 years.

Founding Board Member – with Poor Health and Dementia – Wants to Be Chair

In many ways, being casual worked really well. But then we had an issue that I lost a lot of sleep over. We were talking about the officers for the next time around. And this one woman – I will call her Mary — was a very senior African American lady who had been on the board since the beginning. We owed her an enormous amount of respect. But she was failing in health. She was getting dementia. When I was nominated to be president, she said that she would like to be president elect. We should have done something at the time. But instead we said, “What the heck, it’s two years away.” It grew to be this real issue of concern. Her health declined and with it her mental capacity. But this did not diminish her desire to take over at the end of my term as the board chair.

Everyone on the board was concerned and no one wanted to hurt Mary because we loved her dearly. We tried all the gentle stuff. Asked her “Are you thinking of retiring?” Oh no, she wasn’t. We had to do something. It was a multimillion dollar organization. The affordable care act had just passed. We had new buildings. All sorts of business deals were going on. None of us could say, “Mary, you’re past it.”

We had a new executive director, who was a very earnest and talented man in his 30s. He and I were wondering what we could say to Mary. We ended up trying to run out the clock. The ED suggested that we propose keeping me on as board chair for one more year to see us through the transition. This was not unprecedented. We had done it once before when there were some major changes. Everyone voted to extend my term for one year and during the ensuing 12 months, Mary became so ill she had to go into a nursing home.

In the end, we did not have to talk to Mary. But it was an issue of how to balance the respect due to a founder with the health of the organization. We all agreed that the organization had to come first.

Lesson Learned: Need Processes to Develop Thoughtful Slate of Officers

Because everything had gone so well for decades, we had not developed the standard procedures you need to put together a thoughtful slate of officers. But we realized after this incident that we could no longer just have people put their hands up in the air and say, “I want to be president.” We needed a nominating committee that carefully looked at everyone’s skills and put together a slate that was not only diverse but that also had the right skills to lead the board for two years. Plus, we needed to make sure we had people being trained behind them.

My commitment was to leave the board with policies and procedures in place for recruiting, onboarding, and orienting board members. We took our time and decided as a board what was important. We wanted everything to be very transparent. We really liked the democratic idea that everybody should get the opportunity and the experience of being an officer. The chair after me had run a hospital. And the chair after him was one of the community members; he was an electrician. He was nervous. But he was keen to do it. And everyone supported him. And he did some training and put in the effort. It worked really well.

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