This document summarizes a presentation on why boards fail and how to fix them. It provides 8 case studies of boards that failed and the solutions implemented to address the problems. The top 10 failures identified from a survey are listed, including boards being too focused on operational matters and not understanding their role versus staff. The case studies cover issues like mission creep, unclear roles of the board and CEO, lack of strategic vision, and more. The solutions involved evaluating programs, engaging leadership, restructuring governance, and providing training and resources to boards.

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Why Boards Fail and
How to Fix Them
#ASAE14 LL9
Steve Drake
Marilyn Jansen
Randy Lindner
Russ Lemieux
Greg Schultz

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Your Panel
Steve Drake
Accredited AMCs
Manage and/or work with 243 associations
Greg Schultz
Marilyn Jansen
Randy Lindner
Russ Lemieux

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Survey Says:
• 141 participants
• Rank 25 board failures by priority
• Top 10 (based on # EXTREMELY)

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Survey Says: Top 10 Board Failures
1. Too focused on operational or tactical matters
2. Does not understand role of board vs role of CEO/staff
3. Failure to vet board candidates
4. Poor leadership = unproductive meetings, distractions,
lack of organizational vision, etc.
5. Mission/program creep; lack of adequate resources
6. Lacks skills and/or experience to help lead
7. Don't adequately prepare for meetings
8. Inadequate structure & governance
9. Failure to ensure execution of strategies
10. Unable to make key decisions

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8 Case Studies
Illustrate some of the key issues in
boards that fail

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Strategy & Vision
Engaging Leadership to Eliminate
Deadwood Programs

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Strategy & Vision
Engaging Leadership to Eliminate
Deadwood Programs: Repair, Replace,
Reinforce
• International trade association
• 500 memberships (representing 1,500
members)
• $1.3 million budget

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Problem
• Board allows mission and program creep.
• Board fails to evaluate strategic priorities,
program effectiveness, impact on staff or bearing
on bottom line and make needed changes.

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Solution Steps
1. Complete comprehensive analysis of
current initiatives
2. Ask board for insights
3. Identify areas for evaluation
4. Brainstorm new options to accomplish
goals
5. Gain board buy-in

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Take-aways
a) Evaluate all initiatives annually
b) Survey the membership
c) Engage leadership to develop priorities
d) Track staff time by project to provide data
needed to determine program’s true cost
e) Present the “real” costs, to implement new
programs, (including staff time), for accurate
decision-making

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Roles and Responsibilities
Who’s Board Is It?

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Roles and Responsibilities
Who’s Board Is It?
• National professional association
• 2,200 members
• 15 board members
• $750,000 budget

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Problem
• It’s the president’s board!
• President appoints
50% of board members
• Thinks his role is
Executive Director

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Solution Steps
1. Educate the board on governance best
practices
2. Educate the president on roles and
responsibilities
3. Coach board president
4. Restructure governance
5. Reduce/eliminate
appointments

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Take-aways
a) Begin governance restructure early in
current president’s term
b) Effect change with successor
c) Orient president and board early and
often
d) Utilize outside resources (i.e. CEO
Symposium)
e) Conduct leadership training

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Succession & Skills
Synergy in the Boardroom: Chaos to
High Functioning

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Succession & Skills
Synergy in the Boardroom: Chaos to
High Functioning
• 2000 members
• 16 board members
• $1.75 million budget

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Problem
• Lack of cohesion
• Programs in silos
• No mapping to mission
• Subjective evaluation of services
• Creativity without discipline

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Solution Steps
1. Demonstrated lost opportunities
2. Re-do on the strategic plan
3. Policy to ensure vetted proposals
4. Re-engineered board development
process
–Gap analyses
–Year-long recruitment
–Strong criteria for slating
5. Board training

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Take-aways
Drive your Board to …
a) Consistent business mentality
b) Focus on mission, vision
c) Embrace efficiency, structure
d) Demand high-performance

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Strategy & Vision
What Color is Your Shirt?

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Strategy & Vision
What Color is Your Shirt?
• National association
• 350 members
• 15 board members
• $300,000 budget

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Problem
• Board members spent time on trivial
matters … like …
• What color of shirt!

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Solution Steps
1. Called attention to trivia
2. Board time non-renewable
3. Coach board president
4. Board orientation
5. Modified consent agenda
6. Focus on strategic objectives

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Take-aways
a) Focus board time
b) Monitor performance
c) Share weaknesses
d) Coach the board chair
e) Good board meeting management
f) Consider consent agenda format

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International Governance
Governing Board – Not Governing?

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International Governance
Governing Board – Not Governing?
• International professional society
• 5,500 members
• 15 board members
• $880,000 budget

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Problem
• Board
members not
engaged.
• Did not know
what they
were asked to
vote on!

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Solution Steps
1. Facilitate governance review
2. Develop new governance structure and
election process
3. Increase in-person board meetings
4. Assure that all regions of the world
were equally represented

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Take-aways
a) Involve staff and legal counsel from
the beginning
b) Encourage member engagement
c) Communicate early and frequently to
gain buy-in
d) Proactive messaging to avoid
misunderstanding and political
posturing

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Strategy & Vision
From Administrative Management to
Strategic Leadership

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Strategy & Vision
From Administrative Management to
Strategic Leadership
• National professional society
• 2,500 members from academia, media,
nonprofits and commercial
organizations
• Annual budget of $1.25 million

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Problem
• Board members understand their roles as
management, not leadership
• Board members have a vague sense that there is
somewhere else to go, but no idea where
• Board and staff roles are unclear, overlap

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Solution Steps
1. Hired strong executive director, increase staff capacity
2. Provide board and staff job descriptions, scope of authority
3. Acknowledge, validate and visualize with board.
4. Put strategic discussions on the agenda for the bulk of each board
meeting – not at the end!
5. Reconsider the frequency and productivity of board meetings
6. Set goals and evaluate progress for association
7. Build trust…
• between and among volunteers
• between the board and the staff
• between the president and president-elect
8. Improve the nomination process, and prepare new board members
9. Expose board members to best practices for association management

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Take-aways
a) Capacity and expertise on staff makes it possible
b) Earn the board’s trust and confidence by demonstrating
respect for the organization’s traditions and culture
c) Board members cannot become good leaders until they
have seen good management
d) Most people have more experience doing than leading
e) Foster leadership continuity and skills
f) Find a volunteer champion for change
g) Make strategic thinking part of the culture
h) Help the board connect the dots between their roles and
results

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Leadership
The New Chair: Stepping Into It

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Leadership
The New Chair: Stepping Into It
• International trade association
• 400 member companies
• 11 board members
• $3 million budget

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Problem
• Structure leads to inexperienced board
• Micro-managers
• Rogue chairs
• Ignore policies, procedures
• Dismissive of staff, committee chairs
• Ill-advised initiatives

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Solution Steps
1. Amped-up communication
2. Leadership training
3. Chair roadmaps
4. Chair-elect orientation, training
5. Board allies needed
6. Rigorous leadership vetting

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Take-aways
• Assess leaders early
• Customize orientation, training
• Trusting rapport set early
• Strong nomination processes
• Demanding leadership requirements

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Governance
Yes, You Can Restructure Your
Governance Model!

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Governance
Yes, You Can Restructure Your
Governance Model!
• Healthcare certification board
• 1,000 certificants
• 15-member commission
• 9 staff supported committees
• $400,000 budget

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Problem
• Top-heavy, complex governance structure
caused 10 years of decision-paralysis
• Losing revenue and board micromanaged
staff with no measurable results

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Solution Steps
1. Reduce commission size and number
of committees as part of proposal
2. Provide appropriate staffing model to
accomplish governance changes
3. Add marketing role to boost
development and growth

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Take-aways
a) Do the needed research and engage
board & stakeholders in decision
b) Use momentum of change for significant
long-term impact
c) Engage legal counsel early
d) Focus on what really matters
e) ED critical to “push the envelope”
f) Communicate, then communicate more!

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Resources
• CEO Symposium for Chief Executive and Chief Elected Officers
• ASAE Exceptional Boards Symposiums
• Associations Now Leadership Issue
• “Resources” section of ASAE Website
• Board Source
• Board Roles & Goals by Bob Harris
• Govern More, Manage Less Harnessing the Power of Your
Nonprofit Board by Cathy A. Trower, Ph.D.
• Governing for Growth by Nancy Axelrod
• Road to Relevance 5 Strategies for Competitive Associations by
Harrison Coerver and Mary Byers, CAE
• Race for Relevance 5 Radical Changes for Associations by
Harrison Coerver and Mary Byers, CAE
• The Dangers Of Complacent Leadership forbes.com (Aug 5
2014)
• Managing Scope Creep: Newsletters, Publications & Resources
– ASAE