Boards Must Democratize Decision Making

We have been in lockdown nearly a year. I reached out to a board chair who serves on several boards and asked him to reflect on the impact of this turbulent year. The lessons he learned were about the need for communication, transparency, and democratizing decision making.

We Need to Shine a Light on Board Work

Told by a Board Chair Somewhere in the US

I serve on several boards. All are focused on children and youth. They are unique organizations and the last year has played out differently for each.

COVID Forced Re-prioritization of New CEO Hire

For one organization, we started a new CEO search in January 2020. We started in person and completed it virtually. We were terrified – our former CEO had been there for decades. We were bringing in someone new. Then the pandemic happened at the same time. The demand for our services was increasing and the types of services had to change. We were getting more government and philanthropic funding that was restricted.

Doing the search was challenging. Beyond the obvious – not being able to get a feel for candidates as you would with an in-person interview – the pandemic forced us to rethink what we prioritized in a new CEO. We started focusing on vision – who can take this organization to the next chapter? The pandemic underscored the need for operational excellence right away from the new CEO. We needed someone who was going to manage well as daily operations changed and demand increased. The board was forced to think hard about the organization’s priorities. We had to balance long-term vision against immediate needs.

More Communication and Transparency Now and in the Future

I was not board chair then, I started as chair in June. But my predecessor did an excellent job of juggling everything. One thing that really stands out is routinely updating the board about the search and each decision point. I am not sure there would have been as much communication if it weren’t for the pandemic. But there was so much confusion and uncertainty in the spring, people were worried. So, lots of communication was important.

The CEO selection committee modeled a level of transparency that the executive committee and full board are adopting going forward. We want to be open about decisions that are being made and provide opportunities for input from other board members and from staff.

I think that we have to bring folks in — not just for those spicy conversations but even for mundane things. For example, the all-staff meeting for one organization is just before the monthly board meeting. So, I now join part of the all-staff meetings and walk them through the board agenda. We don’t reveal the secret stuff. Just tell them what we are talking about.

Important to our racial equity mission is making sure that the front-line folks who are making the least money and who are out there doing the work, know what’s going on. First, we want them to understand that the board is not a bunch of rich white folks making decisions on behalf of an organization that has social justice as its mission. And second, I went to a staff meeting a couple years ago and they were under the impression we got paid to be on the board. Understanding that we are not paid is important.

Need to Democratize Decision Making

Right now, we are looking at a historical civil rights moment. We need to democratize decision making. Who holds power? Is that power earned? That does not mean that a board should cede all authority and be abundantly deferential. It does mean sharing decision making and being more transparent than we have been historically. It will be hard. But it is imperative.

For one organization, we have been focused on better alignment with our social justice mission. We had a consultant talk to us about board development and fund development. They wrote up an excellent report about how to better recruit and better connect with communities. That does not mean we have to raise less money in our annual drive or stop recruiting white leaders. What we are trying to find is that high-level alignment around the mission.

On the staff side, we have an External Affairs Director. We put fund development, communications, and public policy together under External Affairs. This change has forced more coordination and more alignment to mission.

The other focus is on board development. We have done two things. First, board development is now staffed by our External Relations Director. Second, we created a subcommittee whose role is to develop internal practices that tie all our board activity – not just the decisions we make but also how we make them – into a more equitable model. Where and when are we meeting? Who opens the meeting? Who talks? How do we involve staff in our work? When finance does a budget presentation, someone from that subcommittee will make sure it is accessible to board members who are not English proficient or new board members who may not feel comfortable asking questions.

As board chair, I have deliberately separated myself from this subcommittee. It is tasked with doing an honest analysis of which board functions and structures are working and which are not. As board chair, I realize that I have some innate investment in those structures.

Example 1: Staff Taking Stand Without Board Support Damaged Relations

Let me give some examples of what I mean by democratizing decision making. Two of the organizations I serve went through decision points around defunding the police and whether we should make a statement. In both organizations, many of the clients we serve are black or people of color. Same with the staff.

So, with one organization, the staff went full throttle and made a statement. They thought, “Well the board is never going approve this, so we are just going to do it and let the chips fall where they may.” There was this activist energy: Move Fast. Break stuff down. We don’t have time to waste.

What they thought was not untrue. There was a lot of pressure on them. Even though personally I supported their statement, they broke board policy. They said “This is not going to go the way we want it to go. So, we are not going to run the process.” I don’t think they could have gotten the board to support the staff position. But after, the board felt incredibly burned by being locked out and that did not help.

I am chair of the Public Affairs Committee. We went back and forth about how to deal with the fact that the board and board policies were thrown out the window. It took months of discussion at the committee level and the board level to make a decision. Are we going to take this position? Are we going to take pieces of this position? The board chair was an excellent leader and mentor through this challenging time. The way it shook out, we kept pieces of the position. We had some difficult conversations with staff and with board members.

The whole saga was hard for everybody involved. The staff had to explain themselves. Ultimately, the CEO let folks know that while this was something the staff wanted to do and that staff thought it was good for the organization, everyone has a boss. I personally do not think there should be any significant HR consequences for the staff. In this time of pandemics and the election and marches going down the street, I think it would be a huge mistake not to give people some grace. We all need it. That said, we should figure out how to fix the root problems, so it does not happen again.

I had to take a step back and ask, “What is my role as a board member?” On paper I am endowed with the right to make these decisions with the committee. But I am also accountable to the mission of the organization which is very much about dismantling systems that advance inequity. For me personally, it continues to be a source of legitimate anxiety. Was I a good committee chair in terms of bringing my committee into the conversation? Was I a good leader relative to staff? Balance is hard. You have passionate staff who are staring at these issues all the time. And you have a board which has a governance and a fiduciary responsibility to the organization.

Example 2: Staff Including the Board Led to Alignment

At the other nonprofit, it is a much easier story. Staff did an exceptional job of framing up and pitching the position, centering our mission. “Here is what we will be doing with this. Here is what we are not going to be doing. Is this okay?” In the by-laws, taking a stand did not require full board approval. So, we talked to our advocacy committee, we talked to our advocacy co-chairs, we talked to the staff. Everyone came to the same agreement about what to do.

What I did not do is bring it to the full board. I should have. Full board approval was not required. But that does not mean there should not have been a discussion anyway. I think my experience with the other organization had me so worried about the conversation spinning out of control that I decided– completely within the bounds of the by-laws – not to have that discussion. But I should have. I should have gone the extra mile to be transparent.

Example 3: Changing the Budget and How We Work

When thinking about democratizing decision-making, a final area to look at is what costs are essential? COVID is making us rethink things. Given the nature of our work, I think we will always need some physical space. But do we need a whole floor of a building? Should we put that money into making it more affordable for our staff to have health care? This is a big decision that is best made democratically. We need to include folks. What if someone really cannot work from home? If we are going to change the health plan, I want to hear from everybody. If we are going to talk about facilities, I want to hear from everybody. So, I think it is important to bring people into decision making to the extent possible.

Lessons Learned:

  • Circumstances change what you need from a new CEO. Need to balance immediate needs with long-term vision.
  • More communication and transparency are essential.
  • Need to democratize decision-making.

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