It is the time of year when many public boards are electing new members and returning others to their seats, and those same boards will soon meet to reorganize for another term. Central to most board “reorgs” is the nomination and voting for officers.
In this post, we’ll take a look at some critical governance PASAMBAs—Practices, Actions, Styles, Attitudes, Manners, Behaviors, and Attributes—to direct the thinking of every Change-Making Board when turning its attention to officer selection.
While there is some variation in officer duties (and even in the specific officer positions) from board to board, the responsibilities that attach to each position are fairly standard across all boards. Officer positions, duties, and terms—and their means of appointment or election—should be plainly spelled out in an organization’s bylaws or, barring that, by board policy. Officers lead the board in ensuring adequate oversight of the organization takes place, guidance for senior staff is readily available, and the interests of constituency groups—and the public as a whole—are upheld.
Officers’ interpersonal characteristics—reflecting norms, customs, and leadership qualities—can be just as much a determinant of success as any duties spelled out in a board’s bylaws. These attributes set the collective moral and ethical tone for the rest of the board. This is especially true where the chair’s functions are involved. Of course, the board chair directs the overall efforts of the board and presides over its meetings. Importantly, chairs have other special roles in developing the board and increasing its effectiveness—by aiding in the recruitment and orientation of new board members, assisting in the preparation of meeting agendas, and leading the board’s self-assessment process and trustees’ evaluation of their individual performance.
Many of us have seen instances where chairs with an oversized sense of importance or penchant for hearing themselves talk will be challenged to effectively guide deliberations or head off unproductive arguments. The highest-performing chairs—as well as the other officer positions—follow the roles that are defined for them, but also demonstrate adaptability when it comes to shaping trustees into a cohesive body to move the organization forward. Patience, respect, openness, fairness, and a sense of humor come into play more often than not.
Besides serving in place of the board chair when necessary, a strong vice chair(s) can be invaluable in providing good advice and counsel to the chair on an ongoing basis and complementing the chair’s role by taking on special assignments or projects. While there is a natural tendency to think of the position only when the chair is absent from a meeting and the vice chair must preside, when utilized wisely, the vice chair is an integral part of the board’s leadership group.
The secretary is tasked to be the keeper of all records for the board, principally by maintaining minutes that are complete in detail and accurate in fact. This attestation function certifies or otherwise bears witness to all formal actions of the board, affirming their truth in an official capacity. This role extends not only to the minutes, but is important in other situations as well, notably when the board adopts resolutions that have some contractual or legal effect. In conjunction with the chair, the secretary shares responsibility for compliance with the board’s bylaws and, more broadly, organization policy.
For those boards with a trustee elected to the office (which is less common in larger organizations where staff is available and charged to handle such functions), the treasurer monitors the agency’s fiscal health and oversees financial accounting and reporting on behalf of the board. On boards without an audit committee, the treasurer may also take the lead in reviewing the annual audit and presenting it to the board.
In thinking about who should serve as an officer, a couple of key PASAMBAs come to mind for the Change-Making Board:
The delegation of certain officers’ duties does not delegate their accountability: Board officer roles are corporate in nature, with delegated authority from the board for entering into agreements, executing documents, and the like. Their obligation is to the board, acting on its behalf. However, day-to-day responsibility for administering certain officer functions—particularly for the offices of secretary and treasurer—can often reside with staff employed by the organization. In such cases, the staff (e.g., an executive secretary or CFO) has a dual reporting relationship linking the board’s function with other staff responsibilities assigned by the chief executive of the agency. As noted above, this sort of staffing pattern is frequently seen in larger organizations, but it takes a board and CEO being aligned on the duties and tasks of the employees impacted to be successful. Nonetheless, a delegation of authority in this manner does nothing to eliminate the accountability of the board in fulfilling all official functions under its bylaws, policies, or other existing statutes and regulations.
Be wary of automatic “promotions” and rotating schedules for the selection of board officers:In my view, too many boards utilize a practice where once a trustee is elected to a lower office, say the secretary slot, that individual is then on track to work up to vice chair and finally chair in subsequent officer elections. Where this tradition exists, I guess one benefit is that the officer nomination process is guaranteed to be an easy one. And if a board member’s tenure lasts long enough, every trustee gets a turn at being chair! Purposeful board leadership requires trustees who are knowledgeable and objective, even decisive when circumstances demand. Unfortunately, not every member on every board has those traits in equal amounts. Time on the board might well be one consideration in choosing officers, but it should never be the sole criterion. I get it: Officer elections can be politically sensitive for a board, and personally awkward at times. Many of us have sat tensely through those reorganization sessions. However, the choice of board officers is too significant to be made by default or other artificial method.
Remember, these and other PASAMBAs leading to impactful and dynamic board governance can be found in my book, The Change-Making Board: Consequential Governance for Public & Nonprofit Organizations, available from all major online book retailers or at the “Book” link at the top of the homepage for this blog. Any comments or criticisms, plus ideas or requests for a future post, are always welcome and can be sent to me at email@example.com
See you again soon!
R. J. Dunn