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Wednesday, January 17, 2018

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How to Keep the Board Under Your Thumb (a provocative article by Jan Masaoka)
Jan Masaoka

April, 2013

1. Give board members too much information. One board member we know just received a board packet 1,400 pages long: almost three reams of paper! Bonus: you can complain that they never read the packet and if at any time someone claims they weren't informed of something, you can say in a very tired voice, "It was in the board materials last year."

2. Give board members very nice presents and perks. One new CEO was annoyed by the board's rambunctiousness and inclination to be cautious. At the next board meeting each member received a beautiful gift box with baseball team jackets, bottles of wine, movie passes and handheld video cameras. "By two more meetings I'll have them eating out of my hand," he confided to a visitor.

[Note to foundations: in addition to holding board meetings at luxury resorts, you can simply pay board members or give them large grant amounts they can give out.]

3. Have an affable, intelligent board chair who loves you and loves being board chair, and keep him or her in place for deacdes.

4. Bring in a consultant to talk about "board roles" and emphasize the importance of respect for the CEO, trust in the CEO, the knowledge that staff has, and the dangers of "micromanaging."

5. Characterize one or two board members as "the board." "The board doesn't understand the financials" is assumed to be true, even if the Finance Committee members do. "The board doesn't understand anything," we complain. (Note: only describe bad board members as "the board;" if a couple of people are doing great things describe them as two people.)

6. Extravagantly praise board members, individually and collectively. At the end of a listless board meeting, let them know, "I can't tell you how privileged and honored I am to work with such intelligent, amazing board members. This was an incredibly valuable disucssion! You are wonderful!" (Each person will think that it's only herself or himself who thought it was a trivial meeting.)

7. Make board members feel allied with you against other board members. "I don't think Bob (new board member who tends to be negative) always puts the best interests of the organization first," you can confide to Jackie. "We need to get Jackie off the governance committee," you can confide to Anna.

6. Share your complaints about the board with your management team. When the staff is uneasy about the board they are grateful that you "shield" them and "deal with the board" so they don't have to.

7. If things aren't going well, blame it on a "lack of strategic vision" from the board. If they're unhappy with your performance, blame it on the board for not allowing you to hire supporting staff ("I need a development director") or for not understanding the complex challenges of nonprofits. One brainwashed board member mused, "Our ED has helped us realize that we have to take responsibility for having hired her when she didn't have the skills to do the job, and now we need to take responsibility for the problems we face."

CompassPoint's study Daring to Lead study noted that one in three executive directors is either fired or forced out. And those most likely to be pushed out? Those with negative views about the board. (In other words, that sleepy, compliant board might wake up and fire you.)

This article isn't saying, of course, that perks, too much information and strategic complaining  always work to disempower board members. Executives: if you find yourself unintentionally using these practices, ask yourself: am I really committed to a strong, governing board? Should I be? And board members: if you experience these techniques, ask yourselves: does our executive really want us to be a strong, independent body? Should we consider adding to the performance appraisal: "Supports and develops the leadership of the board"?

Jan Masaoka is publisher of Blue Avocado, a former consultant to boards and executives, and the author of The Best of the Board Cafe, Second Edition, a compilation of practical articles on nonprofit boards. As a board member she has experienced heavy CEO thumbs, and hopes that as an executive she doesn't take the advice in this article.


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