A colleague shared a story about how she transformed a lax, weak board into a more responsible and engaged one. She notes that changing culture takes agreement, transparency, patience – and some ingenuity.

Lack of Oversight Could Be Negligence

As told by a Board Chair somewhere in the US.

I served on the board of a nonprofit that had been around for decades and that had a very strong CEO. I joined because of the reputation of the CEO and the organization and because I was very passionate about the mission. I should say that I have also served on boards for quite a few other organizations.

When I joined this one, I immediately saw a very different culture. This was really a “rubber-stamping” board. At board meetings, the staff would make presentations. Even the committee presentations were made by staff and not by the committee chairs. Very few board members asked any questions and most of them were not the hard questions boards should be asking to assess risk, provide thought-partnership, or understand programs. More often, board members did not actually ask questions. Instead, they made statements like, “This is a great idea – kudos to the staff.” Things like that. I guess since the organization was strong with effective programs, no one felt they should question the CEO. But it bothered me. The other board members cared about the organization, but I thought they were at best careless and at worst negligent about oversight. In fact, the board was so weak, I was considering resigning at the end of my first term.

New CEO Requires More Oversight

Then the CEO gave notice and after a good search process, we brought on a new CEO. The stars were not well aligned because our Board Chair ended up moving with her family to a different state and our Chair Elect had some personal issues that meant he, too, had to step down. The Chair of the Development Committee asked me to be Board Chair. I had a lot of board experience. I loved the mission of the organization. But I wasn’t sure. I shared my concerns about how the board operated with the Chair of the Development Committee and said that if I decided to be Chair, I would want to change the culture of the board. I felt, especially with a new and unproven CEO, we needed to provide more oversight. I wanted to be transparent about my intentions. If others did not agree, I did not want to be Chair. She said that she agreed but suggested that I talk with the Treasurer and Secretary – who would still be members of the Executive Committee — which I did.

I also spoke with the new CEO and expressed my thoughts about the board. I said that if I became Board Chair, I wanted to change the culture. The CEO agreed with me about the board culture. He said he was surprised by how little oversight the board gave.

Be Transparent and Get Buy-In First

So having the members of the Executive Committee and the CEO agree that a culture change was needed, I said I would be Board Chair. At my first meeting as Chair, I was also open with the full board that I felt the culture needed to change. I explained why. I did not get any disagreement, though I admit a couple board members kind of rolled their eyes. I decided to take that as “Not excited but go ahead.”

So, the work began. I had the Executive Committee and the Board Development Committee meet together to brainstorm why we thought the board was so passive and what we thought would change that. We decided that some board members might not know what their responsibilities were. Plus, we thought that the previous CEO liked putting on a show and making presentations more than using board members as thought partners or for oversight. We also wondered if board members did not feel safe asking questions or offering a dissenting opinion.

Training Was Essential

Our first step was training. I found some articles about the role of nonprofit boards and the types of questions board members should be asking. This information was easy to find. I also subscribe to BoardSource which has lots of useful information. Still the Board Development and Executive Committee members worried that board members would not read the information. So, we decided to budget some time and money for board training. The Board Secretary knew someone who had done training for another board, and we hired that person. I think the training went well. The facilitator made the session interactive – we did a lot of role playing and also broke into small groups to discuss specific topics. All the board members – even the eye-rolling ones – seemed engaged.

Transform How Meetings Are Run to Encourage Generative Conversations

The second thing we did was change how meetings were run. I wanted to have generative conversations, not narration. We stopped having staff repeat all the information that was sent out in the board packet. Instead, we identified important topics where the staff or CEO wanted input from the board, where a vote and discussion were required, or where the board needed to provide critical oversight. We put these items on the agenda and created prompts or questions to get board members to think about the type of input wanted. We included these prompts on the agenda. Items that needed a vote but were routine – like minutes from previous meetings – we put in a consent agenda. Other routine reports were included in the packet for board members to read but we did not plan on discussion unless a board member had a question. We also had committee chairs do the presentations for their committees, though staff were also attending the meetings as back up. It has been my experience that board members who present at meetings are more engaged. The CEO also developed prompts for his presentations.

Change Expectations About Preparation

We told board members that we expected them to read what was sent out ahead and we pledged to give them at least five days (hopefully a week) and over a weekend. They needed to come to board meetings prepared. One board member suggested if most of the packet was ready a week ahead, we send that out and any final items could follow. We agreed that was a good idea.

Create a Safe Space for Questions and Assign Individuals to Ask Hard Questions

These changes were a good start. We tried them for a few months. But I still felt that there was more head nodding than lively discussion. It felt like no one wanted to make waves. No one wanted to disagree about anything. So, after about four months, I came up with an idea to have one or two people at each meeting assigned the role of asking really challenging questions to get more clarity about the topic. Sort of playing devil’s advocate. We decided to call these people “Oversight Champions.” I told the board members that we would rotate this role at each meeting – having one or two people — depending on how many topics we were going to cover. I also said that we all knew that they were in this role and that the questions they were asking did not necessarily reflect how they felt about the topic. I also made clear that they had time to prepare the questions since they had the materials ahead of time. The eye-rolling board members really rolled their eyes at this one. But they were giving me the benefit of the doubt. I felt we needed to jump start conversations and make people feel safe saying how they felt.

Take Minutes Rather than Notes

Feeling safe to say things was the last thing we did. We made sure that the official minutes did not reflect all the discussion and who said what. This is really best practice and too many organizations create copious notes rather than minutes. Minutes should record the topics discussed, any vote taken, and how the vote went. They should not track how a specific person voted or what they said unless someone recused themselves for some reason.

Change Took Time But the Board Culture Improved

The board meets monthly. It took a few months to get the new process running smoothly. Staff and the CEO had to learn what prompts would encourage conversations. The Oversight Champions for each meeting had to learn how to ask good hard questions, not “I am going to trick you” questions. But after about ten months, the board meetings were more generative, board members were more engaged, and rubber stamping decreased dramatically. I even asked if we should eliminate the Oversight Champions, but the rest of the board really liked having someone in that role and they liked being in that role when it was their turn. And now, several years down the road, I am no longer Board Chair, but the practices remain, and the board meetings are even better. As new board members come on, they see that they are expected to come prepared, to ask questions, to share expertise and experience, and to provide oversight.

Lessons Learned

• Be transparent that you want to change the culture of the board and make sure you have buy-in from a majority of the board and the CEO. Otherwise, I don’t think it would work.
• Think carefully about why the culture is the way it is and what things you can change.
• Be patient. Change takes time.