Cyril Orvin Houle

LT Governing Boards, their nature and nurture, Cyril O. Houle, 1997/1989, Jossey-Bass Inc.
(12/31/07-2/2/08)

Theme: governing boards, their nature and nurture
Type: teaching, inspirational
Value: 1-
Age: college+
Interest: 1-
Objectionable:
Synopsis/Noteworthy:

See notes in front of my book; see 13-page booklet "points for reflection."

Reasons to rejoice in board opportunity
• participation in diffusion of authority (in country)
• synergy
• influential leadership on next generation
• leadership role in ultimate organization
• “in secret” major contribution to culture (p. 86)
• get the cause implemented, accomplished, “get ‘er done” (p. 182,183)
• serving, ministry
• helping bear weight or organized society (p. 183)

October 15, 2008 Jossey-Bass Publishers, 1989

points for reflection from
Governing Boards
By Cyril O. Houle

Preface
1. The basic list of books that every board should possess, which is included in this volume’s bibliography, is largely composed of works intended for functional categories of institutions. (p. xvi)

2. … a board “should be small enough to act as a deliberative body” and “large enough to carry the necessary responsibilities.” (p. xvii)

3. It is possible, for example, that anybody who reads the book straight through may tire of its repeated assertion that a board must ultimately be judged not by how well it follows procedural rules but by how effectively it achieves the mission of its institution; yet this essential truth is all too often forgotten. (p. xviii)

4. The term governing carries the connotation of authority, control, responsibility, and prestige. This idea distinguishes boards from other human groupings. Some of the authors in the field treat boards as though they were like all other clusterings of people, ignoring both their power and their accountability. (p. xix)

5. For example, a group dynamics specialist might deal with winning of consensus on an issue as though it depended solely on personal and subgroup interactions, disregarding such contributing factors as the application of law and other external authority, the need to take into account various constituency groups, the fear of possible legal attack or public indignation, and the relative weight of various jurisdictions. Continuing governance is a complex process, and this book tries to reflect that complexity. (p. xx)

Chapter 1: How to Think About a Board
6. Most of the affairs of American life are controlled or influenced by boards. In government, in business, and in the countless organizations and associations by which people seek to achieve common purposes, councils of citizens acting together exercise guidance and direction. The normal activities of life may not seem, on the surface, to be governed by a board, but when examined more closely, they very often reflect the fact that somewhere a group of people have come together around a conference table to make decisions. (p. 1)

7. Every board is related to, and usually governs some social structure that performs a service. Many boards – perhaps most of them – undertake all necessary duties and responsibilities with little or no staff assistance. (p. 2)

8. Even in such simple and straightforward situations, however, differentiation can be made among three different kinds of activity: the work to be done, the administration of that work, and the establishment of policies to guide it. (p. 2,3)

9. Despite the example of Harvard and a few other institutions, boards were rare in pioneer days. People who depended on their own initiative and skill to leave the settled East and move westward to clear the land, to build shelter, and to clothe and feed a family were also people who expected to have direct voices in every decision that influenced their lives. (p. 4)

10. In private affairs also, growth in size led to the delegation of responsibility. Clubs, unions, charitable groups, and other forms of voluntary association usually began with pure democracy. Everybody decided everything. (p. 4)

11. It has been well said that every great social movement begins first as an idea in the mind of one person. But no individual can build and preserve an institution alone. (p. 5)

12. The two processes of representative government and of institutionalization of individual efforts have been embedded so deeply in American life that the pattern of board control has been firmly set. (p. 5)

13. Wherever the tripartite system is used, it is given unity by a sense of mission. (p. 5)

14. The definition of a board, as it is used in this book, is an organized group of people with the authority collectively to control and foster an institution that is usually administered by a qualified executive and staff. (p. 6)

15. Foster. Most of the time that members devote to a board is spent in aiding and supporting the institution, not in controlling it. Members perform these functions both in formal meetings and by taking part in all the myriad actions authorized or validated at such meetings. Committees must meet, and individual board members must carry out responsibilities. (p. 7)

16. Collectively. The central value of a board is that it provides an opportunity for shared wisdom. Ideally, it places at the disposal of an institution the knowledge, insights, and personal contacts of a group of unusually able people who have wide-spread spheres of influence.

To achieve these values, individual personalities must be blended together into a functioning group with its own spirit, tone, and distinctive quality. The board must be able either to achieve consensus or to define a majority opinion that reflects the wishes of as many of its members as possible. Once a decision is made, all members must accept the obligation to work together in harmony. As Alfred North Whitehead is said to have remarked, no member of a crew is praised for the rugged individuality of his rowing.

The collective nature of a board is emphasized by the fact that it is formally alive only when it is holding a duly constituted session. An individual trustee has no valid control over the work of an institution except as one member of the board when it is meeting or when he or she is carrying out a task that the board as a whole has assigned. (p. 8)

17. Most of all, it needs to think about its future: to choose (or influence the choice of) the right kinds of members, to induct them appropriately, to see that they are carried along to appropriate levels of responsibility, and continually to use their seasoned wisdom. (p. 9,10)

18. Both in internal operations and in interactions with administrators, staffs, and outside world, boards deal with the comedy and tragedy of human existence, with personal triumphs and failures, and with social interactions that evoke every emotion. The veteran who has been a member of twenty-five boards during a long maturity can still have a sense of wonder and shock, amazement and amusement as she serves on the twenty-sixth. (p. 21)

19. Every board that is serious about maintaining or improving its quality should have available for its members, executive, and staff a small collection of books that can be read, skimmed, or consulted as the need arises. (p. 21)

20. Citizens cannot collectively control all aspects of community life as their ancestors may have been able to do, but they can control many parts of it and so maintain a society in which decisions are made democratically and a new supply of leaders is constantly furnished. When planning is spread throughout society, when it is not restricted to a few people at the top, when it is infinitely modulated to local conditions and distinctive needs, it becomes vivid and powerful. Boards help a society to keep alive what the political theorist Guizot once called “the energy of local liberty.” (p. 23)

Chapter 2: The Human Potential of the Board
21. A board never becomes fully mature until its members are bound together by devotion to the institution’s mission. This sense of service does not grow automatically but is created chiefly as people put something of themselves into the work of the board, becoming more and more involved in its activities and seeing the tangible accomplishments that result. The first efforts of a good many board members are motivated by reasons that are at least partially self-interested. It is only later that such members subordinate their own interest to those of the agency or association that the board serves. (p. 27)

22. (One board manual indicated that every trustee should be a person of stature, one with sound judgment, an inquiring and analytical mind, a holder of strong views, a person who brings out the best in other people, has a sense of commitment, and is creative, imaginative, intuitive, active, constructive, energetic, resourceful, supportive, nonexploitative, and in good health.) (p. 29)

23. The test of a board’s success lies in its ability to use the diversity of its members to bring about the best possible future for the agency. (p. 30)

24. Organizations and associations, like human beings, exist in a volatile world and cannot thrive unless at least some of their board members are constantly engaged in the processes of enlarging their understanding and perfecting their skills. (p. 51)

25. The principle of the golden mean applies with striking relevance to the work of board members. (p. 55)

26. All of the subtleties of social interaction will come into play on a board as its members work out their relationships with one another. The simple egalitarian spirit (“everybody has one vote – no more!”) is basically true and must govern final balloting, but it does not suggest the ways by which consensus or divided decisions are ultimately reached. Some people have the wisdom of age and others the attractiveness of youth; both attributes will count for something in discussions. Some people have social position, economic power, personal fame, or networks of friends, and these assets will be reflected when votes are tallied. Personal interactions, sometimes intense, will grow up between or among members and have positive or negative effects. The best course of action for a newcomer to a board is to move slowly into this complex social cluster, using judgment gained from previous experience to test each new individual and group relationship before committing oneself wholly to it. Don’t be overawed, don’t sell yourself short, don’t be pushy, and don’t be withdrawn: such admonitions could go on forever but always need to be tempered by the expression of complex personal styles and individualities that give savor to the life of a board. (p. 55)

27. Here, too, the asking of questions is important, since it is one of the best weapons against hasty or high-handed action. If the chairman or the executive or a committee or a clique or even the rest of the board itself seems bent on a course of procedure that the board member regards as ill considered or unwise, he may well find that his best recourse is not to deliver a challenge but to ask a question and, it need be, to ask more than one. Who can deny his right to be informed? (p. 56)

28. There he must be governed by the considerations that can emerge only when those who represent different backgrounds discuss and debate the issues together. Edmund Burke made the point almost two hundred years ago, when he said that the representative of any special group must concern himself with “reason and judgment, and not … inclination; and what sort of reason is that in which the determination precedes the discussion, in which one set of men deliberate and other decide, and where those who form the conclusions are … distant from those who hear the arguments?” (p. 57)

29. Most of the time, however, the selection of trustees should be made by deciding who is “right” for a particular board, who can strengthen it, and who can give it the distinctive qualities that it needs at the present moment. It is important also to take advantage of the fact that human beings are capable of continuous intellectual growth. Neither the selection of the board members nor the increase of their knowledge should be left to chance. (p. 58)

Chapter 3: The Structure of the Board
30. …the combined opinion of all, in which no one has yielded or merely acquiesced, and to which each has contributed? (p. 59)

31. …every position in an agency or association is defined by the shape of the person who holds it and not by any rectangle, however neatly drawn. An intense and continuing concern with structure alone is as sure a sign of danger as is failure to take adequate account of it. (p. 61, 62)

32. The bylaws are rules established to guide the procedure of the board. (p. 62)

33. Therefore, the status quo should usually prevail, with the burden of proof carried by anyone who wishes to make the change. (p. 68)

34. In many cases, tradition operates; no thought-out principles govern the length of time people stay on a board. “As it was in the beginning, is now, and ever shall be” appears to be the rule. As with other aspects of board structure and operation, however, it is usually wise for anyone interested in improving a board to examine present practice to see whether tradition should be continued or some better course of action might be followed. (p. 71)

35. Each new holder of that office should be chosen with great care, and the board must be constantly aware of the need to develop leaders who can eventually serve in the top post. The chairman bears the greatest responsibility of any individual connected with the agency other than the executive; he must be able to rise to this responsibility and carry it out. (p. 76)

36. …the chairman embodies and is responsible for the board. (p. 77)

37. …a board is designed by its very nature to include people with different points of view and that the doctrine of majority rule is the best means yet found to resolve conflicts. (p. 78)

38. …it must ask itself what it thinks the whole board would support. (p. 82)

39. The appointment of committees is one of the most interesting and creative jobs of the chairman. (p. 83)

40. If a board member desires a post on a given committee (or, failing a desire, has even a readiness to belong) but does not yet have adequate ability, the chairman must try to see that he is helped to gain the necessary competence. (p. 83)

41. Perhaps this is indeed the best way to use his talents, but it is well to remember that competent people can be competent in many ways. It is frequently amazing to see with what fresh energy such a person will tackle a new task if given an opportunity to escape from the staleness of overfamiliar duty. (p. 83)

42. Only as a board is freed to carry out its functions with vigor and imagination is it infused with life. (p. 84)

Chapter 4: The Board, the Executive, and the Staff
43. Yet the board is faceless – as a group is always faceless. Members leave from time to time, but other people come to take their places. (p. 86)

44. Most frequently they say, often with an air of profundity, that the board should determine policy and the executive should carry it out. Brian O’Connell has responded succinctly “This is just not so” and has called that distinction “the worst illusion ever perpetrated in the nonprofit field.” (p. 88)

45. Function of a board (pgs. 90-94):
• First, the board should keep the overall mission of the program clearly in focus and satisfy itself that the objective of the particular parts of the work or units of the organization are in harmony with the mission.
• Second, the board should approve and periodically revise long-range plans for the institution.
• Third, the board should oversee the program of the institution to assure itself that objectives are being achieved in the best fashion possible.
“A good board member should be a part of a tradition but eager to improve it.” (Michael Davis)
• Fourth, the board should select the executive and establish the conditions of his employment.
• Fifth, the board should work closely and interactively with the executive and, through him, with the staff.
An organizational pattern, at least of a large enterprise, is never wholly logical and consistent. It is in part the result of tradition, personality, and varying conceptions of the importance of particular tasks.
• Sixth, the board should serve as arbiter in conflicts between staff members on appeal from the decision of the executive and in conflicts between the executive and the staff.
• Seventh, the board should establish such broad policies governing the program as may be necessary to cover continuing or recurrent situations in which consistency of action is desirable.
• Eighth, the board should assure itself that its basic legal and ethical responsibilities are fulfilled.
• Ninth, the board must accept responsibility for securing and managing adequate financial resources.
…those who give or ask for money are kept “absolutely and serenely good humored” in doing so by their belief that contributions are crucial to the success of an outstanding enterprise.
• Tenth, the board should assure itself that the organization or association is effectively integrated with its social environment as well as with the publics and institutions to which it is or should be related.
Members should be certain that their services are appropriate and desired by both board and executive, since a well-meaning but unwelcome service can create more difficulties than it prevents or eases.
• Eleventh, the board should continuously appraise itself and periodically devote time to analyzing both its own composition and its performance. It should do everything in its power to keep its membership able, broadly representative, and active. It should develop and abide by rules and procedures governing its own affairs.

46. Both the board and the executive will be helped in their relationship with one another if each of them understands the need for the other to be capable and powerful. (p. 96)

47. Analysis of the leading institutions in society suggests that an institution flourishes only when it is conducted by both an effective board and an effective executive – and when both are able to work together. (p. 96).

48. The board-executive relationship, since it is necessarily so close, can never be completely free of sources of tensions. (p. 96)

49. In particular, efforts should be made to avoid deep-seated continuing factionalism in which issues are no longer considered on their merits but solely in terms of dogma or personality. (p. 100)

50. At least once a year, the executive has the right to have a coherent view of the board’s opinion of his work. (p. 108)

51. Some [defects and inadequacies] are so inherently a part of the executive’s personality that it would be foolish to think of changing them. (p. 110)

52. … the executive should normally be the intermediary figure between the staff and the board. (p. 112)

53. A board can never completely prevent attack, but it can prepare for that contingency by keeping a vigilant eye on the updating of its personnel policies and insisting that they be scrupulously followed. (p. 117)

54. The central idea of this chapter is that the board, the executive, and the staff are essential parts of a single social entity held together by many factors, of which the most crucial is the mission of the institution. (p. 118)

Chapter 5: The Operation of the Board
55. Strictly speaking, a board exists only when it is meeting, but everyone knows that, in fact, it has a continuous life. Its most impressive moments usually come during its sessions, but what goes on between them is also vital because of the guidance and service the board gives and the less tangible but important support that its very existence provides for the program. Its effect comes both from what it does and from what it is. (p. 119)

56. Board member characteristics (pgs. 112,123):
• Every board member accepts every other board member with a due appreciation of her strengths and a tolerance of her quirks and weaknesses.
• There is an easy familiarity of approach among the members of the board, with an awareness of one another’s backgrounds and viewpoints.
• Everyone concerned with decision helps to make them.
• The contribution of each person or group is recognized.
• The board has a sense of being rooted in an important tradition and of providing continuity for a program that has been and continues to be important. Alternatively, the board is launched on a new and exciting mission, and its members are constantly challenged by the need to be innovative.
• The attitude of the board is forward-looking and is based on a confident expectation of growth and development in the program.
• There is a clear definition of responsibilities so that each person knows what is expected of her.
• The members of the board can communicate easily with one another.
• There is a sense that the whole board is more important than any of its parts.
• There is a capacity to resolve dissent and discord or, if it cannot be resolved, to keep it in perspective in terms of larger purposes.
• There is acceptance of and conformity to a code of behavior, usually involving courtesy, self-discipline, and responsibility.
• There is an awareness of the fact that all boards contain clusters or pairs of people who tend to like or dislike one another, as well as some who may not be closely involved with others; but there is also a capacity to use these personal relationships as effectively as possible to achieve the larger purposes of the program.
• There is an ability to recognize and use wisely the influence of individual board members that arises from their power, connections, wealth, social status, age, or ability.
• In case of internal conflict, the group has the capacity to examine the situation objectively, identify the sources of difficulty, and remedy them.
• The board has several magnetic and nonthreatening people who genuinely care about good feeling on the board and spontaneously foster it.
• Most important of all, the board members share a clear understanding of and commitment to the mission of the agency.

57. If she sees that her own board is failing in some respect, she may then use her ingenuity to see what can be done to remedy the situation. (p. 123)

58. Institutions exist to get something done – not just any accomplishment that might be produced by constant and creative effort by an evident, definable, and measurable end. To the extent that the people involved share a vision of what is to be gained by joint endeavor, they will be strengthened in their work and have a common reference point to which they can turn in times of division or doubt. (pgs. 124,125)

59. One of the best gifts that the chairman of a board or committee can present to her successor is a well-drawn-up annual plan of work. (p. 128)

60. “Where there is no law, but every man does what is right in his own eyes, there is the least of real liberty.” (Henry M. Robert, Robert’s Rules of Order) (p. 130)

61. It is worthwhile to spend time on the statement of the agenda. The items listed should not be merely sketchy notations indicating generally what is to be discussed but should be described at such length that the board will know what to expect. The person responsible for the presentation of each item should be noted, as should the expected length of time for its consideration at the meeting. (p. 132)

62. …the meetings of the board should be only the peaks of a continuing flow of interest and activity. (p. 132)

63. There is a simple test as to whether a discussion has been vital; if it has been, its participants feel rewarded and stimulated. (p. 134)

64. …increased involvement brings increased interest. (p. 136)

65. …the only way to achieve either result [changing an apathetic board member into one who is deeply involved in the board’s activities or changing the outlook of a total board] is by the route of gradualism. (p. 138)

66. A potential conflict of interest is present when possible danger is inherent in the situation, as when a relative of a trustee is a member of the staff, when a museum trustee has paintings she might want to contribute for the sake of a maximum tax deduction, when one person is a member of the board of two institutions that must compete with one another for funding, and perhaps most pervasively, when a trustee is so dedicated to a single objective or goal that he might forget the institution’s central mission. (p. 139)

67. The mission of a board is the same as that of the organization or association it governs, and a board should basically be judged in terms of the outcome of its efforts as they are reflected by institutional accomplishments. (p. 156)

68. The capacity for self-criticism is the surest impetus for improving the quality of the board and the work it does. When trustees habitually appraise what they do, they are likely to take the next step and suggest changes in structure or procedure. (p. 157)

69. The chairman has the major responsibility for the effectiveness of the board, but it is a responsibility shared by every member. (p. 162)

Chapter 6: The External Relationships of the Board
70. A board, therefore, must realize that in all matters that have to do with personnel, it is dealing with an important aspect of public relations. (p. 170)

71. In such cases [attacks by outside entities], a board may decide to compromise or to submit entirely. If it does not, it is in for a fight, whether it wishes one or not, and it had better do those things that are useful in war: consolidate its position, increase its armament, enlarge the number of its allies, and, if necessary, seize the initiative in the battle. (p. 171)

72. But boards must have power to be effective, and wherever power is concerned, there are those who admire or covet it. Moreover, there are always degrees of power, though they are not always clear to the eyes of the inexperienced observer. “Getting ahead in life” is part of the American value system, and many of those who get ahead do so in part by working their way up the status ladder of boards in their communities. The advice that might be given to anyone so motivated – not that he would be likely to need it – is simple: Get on any board you can. (pgs. 182, 183)

73. There is much talk of a social power structure, and boards are clearly a part of the pattern of organized authority. But the members of boards tend to think of them instead as responsibility structures that help bear the weight of organized society. They represent diversity and variety and are the chief means by which private citizens learn how to carry the burdens of governance. Boards do not talk very much about democracy. They do not need to do so. They are the living proof of it. (p. 183)… (más)