Welcome, it's good to be with you. Today's session is High-Performing Boards, the Board and Staff Roles. I'm here with my colleague, Dave Bergeson. We're gonna share with you what we see developing in this area. Dave, why don't you introduce yourself? Thanks, Mark. So I'm Dave Bergeson. I'm Vice President of Client Relations here at AMC. I've been here almost 25 years, believe it or not. In most of those years, I served as Executive Director of one or more associations or societies. And for the last 10 years, I've been working with you and others here at AMC as a consultant around board governance, board effectiveness, and other aspects of association and society management. Great. And I'm Mark Engel. I had the pleasure of working in this space of nonprofit governance, specifically associations for close to 40 years. And then went back to Case Western Reserve University, got my Doctorate of Management studying High-Performing Association Boards. And we're gonna be building from the knowledge that Dave and I have gleaned and experienced in the last many, many years. Dave? Great. Well, thank you very much, Mark. You know, one of the things that I think you'd agree with is 10, 15, 20 years ago when consultants like us would come and talk about effectiveness and governance, a lot of it would be based on personal anecdotes or theories. But fortunately, in the last five, 10 years in particular, particularly the last five years, there's been a lot of really robust data collection and studies around board effectiveness and what really makes boards effective. There's been a lot of studies by people like Beth Gaisley, like yourself, ASAE, BoardSource. And what the literature and the research really shows is that effective high-performing boards do five things really well that other boards don't do as well. So first, they have a strong strategic focus. Second, they manage conflict very well. Three, they have effective nominating and leadership development practices. Four, they have a culture of learning and assessment. And five, and what we're going to talk about today is they have clarity around the differing roles of board and staff. So this is a great quote from one of my favorite resources. I know it was one of yours too, Leading with Intent, a survey that BoardSource does every few years. This is a quote from their 2017 survey. For any board to work effectively, it must be clear about what the work is. The data demonstrate that a board's understanding of its roles and responsibilities relates to strong board performance in other areas and the perceptions of the board's impact on organizational performance. So here's a slice of data from that research that really shows the strong relationship between clarity and understanding and roles and the board's effect on whether or not the association or society reaches organizational goals. So you can see here from both the board chair perspective and the chief executive perspective, a strong understanding of the board's roles and responsibilities really leads to a positive impact on organizational performance. Really strong data there. And we do know how important the data is. Follow the data, right? And that does lead us to really, what is the role of the board? And it is to be data-centric, to be data-driven. However, when we think about the, if you will, the buckets of leadership at the board level, they really come down to these four critical elements, setting direction, providing ample but not micromanagement oversight, ensuring and allocating the resources, both the intellectual and financial resources, and then making sure we have the leadership team lined up, whether it's the voluntary leadership or the CEO. So bringing those pieces together is really the role of the board. To get a little bit more succinct though, board source has an excellent tool. We like to refer to this as the 10 basic responsibilities of a board. Now, we're not gonna go through these individually, but they do align, we believe, with the prior slide about setting direction, allocating the resources, the oversight, and the leadership succession. But if you're gonna be a board member in this space, and nonprofit space is a large space of 1,000,006 organizations, in the association space, it's around 80,000 associations, this is an excellent primer to identify what are the key responsibilities. Again, they align with setting direction, providing an ample level of oversight without micromanagement, making sure we have the leadership team in place, and then allocating the resources. And being mindful of our legal and ethical responsibilities, if you will. So moving a little bit more granular on an individual basis, and so many of us have served on ample number of boards. I've been on six boards recently in the last couple of years, for-profit, nonprofit, association, mission-based, and they all do have the same primary responsibilities. But when I look and say, am I being a productive board member? It really boils down to these five domains. Am I prepared? Am I properly engaged? Am I supportive of the decisions, following up appropriately and supporting? A little bit more granular on each. We know that the individual contribution of organizational performance at a board level is being prepared. Did I read and prepared for a meeting? Did I understand what was expected of me? And as Nancy Axelrod in our space writes about, have I adopted this culture of inquiry? Did I ask proper questions? Doesn't mean that we're going too deep in micromanagement, and it's not that you can't ask those questions, but it's when and how to ask questions is appropriate. At the board level, we come together and make decisions as a unit of one, regardless of how I'm voting, but am I asking proper levels of questions or am I getting too detailed? Some of that depends on the size and complexity of the organization, of course. Hopefully we have no attendance issues. Hopefully we're being respectful of the opinions of others. We are finding civility issues are creeping into the board space. Hopefully that's not in your domain. And then what are the other elements that we need to be? Are we supporting the decision? Are we embracing it? And are we mindful of our fiduciary responsibilities around that decision-making and how we're safeguarding the sanctity of the decision-making process? And then of course, are we meeting our deadlines and assignments? Are we making it easy to engage in and advance our work? Or are we being a problem with following up properly and timely? And that is a big reservation, if you will, in the board space. So, and lastly, are we being that proper ambassador, thinking of good intent for the organization and ambassadating to our community and to society in general on behalf of the organization? I do like the last one about practicing gratitude. It should be a good experience. It should be an engaging experience for you and a professional development experience for you in serving in a leadership capacity. You know, Mark, I really like what you said about serving as an ambassador because there are moments, right? Not always big moments, not always loud moments, but there are moments from time to time where directors and staff, for that matter, have opportunities to be an ambassador. If you're in an elevator with someone, knowing what the mission of your organization is, being prepared to talk about it, supporting decisions, being excited about the future, all that kind of rolls into this ambassador role. Exactly, and that can happen at a conference, at a cocktail party, with a colleague back at the office and so on. So ample opportunities to ambassadate, if you will, and really serve the organization in a positive, robust way. This next slide is, again, serving on multiple boards. When I leave a board meeting, I'm on the flight back, I take this evaluation mechanism. How did I perform? Every board meeting, every board that I serve on, my answers are different, you know, and I want to make sure that I'm being a contributor instead of an empty suit at the table. And so this is a good tool. It's on our resource page, which is our last slide, by the way. And so you can go through and make sure that you're assessing yourself properly. Some organizations have actually taken this tool to a new step and say, we're going to assess the board members in this context, which is really taking it to a different step, if you will. This next element is really about the leadership, the chair. And by the way, this is a paper that we developed. It's on our resource page. It's not just about the board chair. It can also be committee and task force chairs too. What's the context of leadership? What does that look like? And so it's really what our assessment is of what esteemed board chairs did. We did this paper in conjunction with Tom Dolan, who's the CEO of the American College of Healthcare Executives for many, many years, and one of my mentors in my doctoral work. We really found out there were five different elements, leading, facilitating, participating, partnering, and protecting. We're not going to go through these individually, but we need to be purposeful as a leader to make sure that we are mindful of each of these domains, how they relate to each other and advance strategy and reduce barriers to advancement along the way. Leading, are we being strategic? Are we allowing the conversations that really advance decision quality, like the term active dissent, you know, and managing that level of constructive conflict. That trust word though in leading is so paramount. We're going to get into that a little deeper in a few minutes here. Facilitating, so few of us have had good training, if you will, on or on the facilitation skills and so on. And then partnering with the staff is really critical. We'll get into that a little bit more here. The most mindful one though is protecting the culture. We know that culture can undermine organizational performance faster than anything else. We'll get into the trust in a minute. So go ahead, Dave. Right, so, you know, speaking of culture, this is another piece of data from Leading with Intent, the survey that BoardSource does every few years. A great, again, great illustration of not only the responsibility of the chair, but frankly, the power of the chair to lead to the extent to which the board is a collaborative team. So in those situations in which the board chair is able to resolve conflict, build consensus and reach compromise, much more likely that the board is a collaborative team that works well together toward a common goal. Similarly, when the board chair fosters an environment that builds trust, again, the board is much, much more likely to be a collaborative team that works well together toward a common goal. You can see those red bars there. When the chair is unable to do either one of those things, much more likely that you're not gonna be collaborative, much more likely that you're gonna reach that common goal. So the chair is a real key here, right? So we realized, yes, that we started with the board behavior collectively of setting direction, resource allocation, succession and oversight. And then we moved more granularly to the individual board members' responsibilities. Now we're gonna compliment that with what the CEO's responsibilities are, and then talk about how the two come together in a very productive and informative way. Our goal is not to go through each element of the slide, but as you can see, the role of the CEO, your executive director or whatever title you refer to is really the functioning of the CEO. And by the way, we embrace the terminology that BoardSource uses, CEO is the chief staff executive, board chair in BoardSource's terminology is the volunteer leader, right? So the CEO has abundant responsibilities. A couple of the key elements on this slide though are making sure that we have that relationship and partnership, particularly with the board chair and the volunteer leadership. So there's no surprises and there's support for each other. It's a two-way street. You saw that on the esteemed board chair slide a couple of slides back. The other element that we really talk about is structure, governance, which we'll get to in a minute, and then the ability to inform strategy with foresight in the strategic application. How do those pieces come together? As you can see, the CEO role is very complimentary. Our next slide is gonna go a little bit closer in what does that partnership, how do they fuse together? But before we get there, I just wanna talk just a little bit about that roles of the staff and the volunteers. We do have that element around bringing the pieces together and it cascades through the structure. It's not just the board, it's the committees and task forces bringing all those pieces together and making sure we have that complimentary, supportive relationship between volunteer leadership and valuing their time and intellectual contributions and staff and the professionalism that they bring, the skillset that they bring and how we marry those two together, which leads us to this next slide, yeah. Yeah, before we go, I just wanna comment, Mark, you know, on what you said right at the start of this slide, an agreement to have no surprises, you know, how important is that? I, you know, in my role as executive director in the various associations and societies that I've worked with, it's one of those recurring mantras that the chair and I always had with each other. So an avoidance of surprises, making sure everyone's on the same page just is a really useful thing. Absolutely critical. So this is, Mark, is what you were talking about earlier. And again, a slide from board source, I think that's really useful in showing what you're referred to as a shared responsibility. You could see in the middle column here, all sorts of aspects of association and society, management, governance, administration, deciding what, deciding how, and you can see that in each of these cases, while it's a shared responsibility, either the board or the staff have a responsible or an involved role. So who's responsible for governance? Overall, it's the board that's ultimately responsible, but of course, the CEO and staff are gonna be involved in that. What about administration and operations? It's the CEO and staff that's ultimately responsible, but of course, the board will be involved. Hopefully, as we know, it's not great for boards to dip into operations and micromanage. It's one of the more common dysfunctions we see out there, but in their oversight role, the board can be expected to be aware of and be concerned about operations to the extent that the association or society is a well-functioning organization. So they're certainly involved. Another one of those phrases that you and I like to use that I think is very powerful is in general, the board decides what and why, and staff decides the how and the why. So if you've got a board that talks a lot about the how, it's probably a source of dysfunction. And if you've got a staff that doesn't respect the authority of the board to ultimately decide what and provide that oversight and strategic direction that is needed, then that's gonna lead to some dysfunction too. So clarity and roles on all these aspects, who's responsible, who's involved, I think is a really helpful thing to review from time to time. Right, and we work with some associations that take this slide to heart and really have that discussion of what does it look like? When are we in which domain? Are we responsible or involved? Are we supporting or are we leading? And that's a very contextual discussion. And we know boards change over time, board members change over time, circumstances change over time, opportunities change over time. So understanding what this slide looks like is a very meaningful discussion at the board level with your senior staff. So there is a delicate balance between the two, and that's why we say it's not black and white. There is a gray zone between the two. Now we can step on each other to a certain degree if we're not careful, but having a meaningful conversation of what does that look like and is it appropriate and who's doing what is that clarity that you introduced here? So we need to make sure we're valuing the board time doing consequential, meaningful work. And how is the staff supporting that work and preparing the board for it? And then making sure that the desires of the board, the strategy of the board are actually carried out throughout the enterprise. So it's enabling each other to do their job as well, being respectful of who brings what talent to the table, making the best use of our limited resources. And it can be with a element of tension, not always, but it can be with healthy tension. So Dave, what does that look like? Yeah, so in a couple of slides ago, we showed and talked about how governance is a shared responsibility. Oftentimes, sometimes the intersection between governance and management isn't really clear. It can be blurry at times where one stops and the other starts. In addition, while board members have the duty to fulfill their fiduciary duties, staff often has the information and the means to make sure that happens. So all these things combined, what happens sometimes? Sometimes you get a little tension. It's a healthy tension and it's a tension that can be addressed and alleviated again by reflection and reinforcement of the differing roles of the board and the staff, the differing complementary roles. So a little bit of tension is a healthy thing. And the way to alleviate it is to talk about it and to have constant communication. And when there's any question, again, talk about it and provide clarity. And if we're not careful, it can undermine that level of trust. And we know, and Nancy Axelrod, who's a leading scholar in our community, although she has retired, unfortunately, has been brilliant in identifying that level of trust. And it's a building block because without the trust, we can't engage as a team, which the board and senior staff have to be that team, which allows us to build on to candor and constructive conflict, which we know in our research has advanced decision quality for boards of directors. So understanding that element of trust is mission critical. We say, safeguard that at all costs. And the trust is really built on two elements. One is competence. And generally speaking, our volunteer leadership arise because of their level of competence and esteem and stature within the community. But the second element of that trust is care. Do they care about each other, about the organization? And we do appreciate the fact that caring is a little bit different in the lens, whether you're a volunteer leader or the staff. They bring together the care for the advancement of the organization. They're both passionate volunteers and staff leaders about the success of the organization and the complementariness. That level of trust is critical, but we have to have the capacity for diversity of opinions, as Nancy talks about that candor and constructive conflict, and sharing information and being open and transparent. We do that with reservation. We're not gonna get into it now, but we do have a separate paper on transparency and associations. When is it good, how to use it productively? When is it less good, if you will, and needs to be safeguarded? That's our transparency and governance paper. But being committed to each other in that open communication is really pretty critical. Allowing the delegation of responsibilities, whether it's committees, task force, staff, what have you, making sure there's clarity in that delegation and support for the work that they're doing. So being conscious that we don't know everything, we can't prepare for everything, but we need to be mindful of the ability to make changes to strategy and to support our teams to get that meaningful work done. And then an openness to being able to build from what we've learned, whether it's critical assessments, but we wanna be doing that mindfully with a caring touch, if you will, whether it's a volunteer leadership or the staff participation too. Having the capacity to make mistakes and being supportive is driving part of the organizational performance. Do we have the opportunity of forgiveness? Yeah, and is there psychological safety, which is another thing that you and I talk about from time to time on the board, with the extended board and staff team, the ability for the board and the staff together to foster kind of a safe space where diverse opinions are welcome, where challenging each other is welcome as long as it's done in a respectful way. I know Project Aristotle is really interesting from Google showing that psychological safety is the number one thing that led to effective teams. So great, we could talk for an hour about psychological safety. Thought what I would do is just share this picture that you and I like, really exemplifies what a cohesive team looks like. Now, remind me, Mark, this is the Bryan brothers, is that right? Right, best tennis partnership in history, I guess. Yeah, they are brothers. And if you look carefully, a lot of interesting things from this picture. One is right-handed and one's left-handed, correct? Mm-hmm, right. And you can see they're working together. The brother on the front is pointing a certain direction. They've learned particular hand signals to coach each other, to help each other. So again, just a great example of two elements of one team, just like kind of the board and the staff relationship. When it's working well, the board focuses on governance, the vision, and strategically moving forward. And the staff certainly can influence the vision and enable success, provides information for the board to consider as it makes strategic decisions. But more than that, manages the day-to-day operations. When it works well, it's a partnership, an alliance, and a collaboration that really helps to both identify and achieve the goals of the organization. And boy, when it's working well, it's a beautiful thing to behold, isn't it? It's a strength to build on without a question. Yep. Now there are challenges and this is, we didn't mean to pair this with the board-staff partnership. That's one element, but the greater element is what might undermine trust and civility issues. And sometimes you'll see in the white boxes down at the bottom, it's a member issue. Sometimes it's a board member issue. Sometimes it's a chair issue, and sometimes it's a staff issue. And we do like to say there is this line of authority for having these difficult conversations. If it's a member, a board member should be engaged in those types of conversations. If it's a board member, it's the responsibility of the chair, vice chair, that leadership team to have those meaningful conversations. If it's the board chair, and by the way, we've been engaged in each of these, right, Dave? Yeah. Then it is really up to the executive committee. Sometimes you have to get legal counsel involved. We've been through all those examples before. If it's staff, it's the responsibility of the CEO. The association has one employee, the board has one employee, it's the CEO, and the staff reports to the CEO. So when we have these either meaningful or difficult conversations, whether it's a civility issue or a performance issue or what have you, we need to make sure that we protect that lineage of who's got what responsibility. These can be difficult conversations. Most of us aren't roomed to handle these confrontational or challenging conversations. We also like to say the CEO should be informed, but not necessarily engaged with the board chair or the executive committee and the board elements. So they're knowledgeable and can be supportive, but not engaged in those conversations. That's a member-to-member type of a situation, whereas the staff is under the guidance of the CEO, of course. Well, Mark, it's really interesting because I don't know about you, but what I've been seeing more of recently are board members wanting to get involved in staff evaluations or board members wanting to know, for example, salaries of staff. And of course, both those things are really specifically the domains of the CEO. I like what you said earlier. It's been said many times, the board should have one employee and that's the CEO and the rest really fall under the CEO and are in her or his domain. Yeah, and it is the responsibility of the board chair to make sure the CEO gets an effective, fair evaluation. They deserve that. We do spend quite a bit of time talking through those issues in different board sessions, of course. It is critical, so. Yeah. This last slide is, we have so many resources that we've researched, published, and so on. We wanna make these available to you. You can click on the orange link there to our website. Sampling of these papers, I mentioned a little bit earlier about transparency and the fiduciary responsibilities. That's the upper right bow tie, the infamous bow tie. And then other articles around committee constructs, board selection process, recruit the right board in the bottom right corner is a study we've done with Association, ASAE's foundation with Texas A&M and so on. So there's a lot of resources to be made available. We're not trained as board members well. And so some of these tools we make available, board source is another source. ASAE has resources for boardsmanship. So we're supposed to take the position as a board member, the duty of care very responsibly. What does that look like? And so those tools are available to you. Great. Well, I guess in conclusion, thank you, Mark, for participating with me in the session today. It's always a pleasure to talk with you about governance. Our contact information is here. I believe your email is in white font there, not useful in this slide, but it's mangle at connect to AMC. And I presume Mark, you'd agree that any questions, anyone can reach out to us at any time. We always enjoy working with boards and leadership, and we always learn from our exercises. So thank you for this opportunity. We appreciate your time and contributing your talent to the leadership of your organization. Thank you.

high-performing boards

board and staff roles

communication and collaboration

strategic focus

conflict management

leadership development