Discover Fresh Perspectives

Demystifying Nonprofit Board Governance: Community Impact and Leadership Lessons from Dr. Ken Haycock

• David Gouthro • Season 3 • Episode 27

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Welcome to another episode of Discover Fresh Perspectives. This week, David Gouthro sits down with Dr. Ken Haycock, an experienced board chair and governance expert, to explore the essential–and often misunderstood–role of governance in not-for-profit organizations.

Drawing on his extensive experience leading boards in education, the arts, and community sectors, Ken shares insights into what makes a board truly effective, why community impact should be at the heart of board service, and how responsibilities differ between not-for-profit and for-profit boards.

Together, they unpack key myths about governance, discuss common pitfalls like unclear board roles and dysfunctional dynamics, and reveal practical strategies for building high-performing, community-focused boards.

Whether you’re a seasoned board member, considering joining a not-for-profit board, or simply curious about the engine that drives social impact, this conversation offers candid advice, real-life stories, and actionable takeaways to help boards fulfill their mission and serve their communities more effectively.

A Bit About Dr. Haycock

Ken Haycock is the author of "Governance is Leadership," a popular Substack newsletter followed by hundreds of engaged readers each week. Drawing on his extensive experience as a school board chair, municipal council member, arts board leader, and chief officer, Ken shares practical insights to inform, inspire, and occasionally challenge his audience.

Through his writing, he highlights the transformative potential of boards in community development, emphasizing the importance of clear roles and strong relationships between boards and their executive leaders.

Contact/Resources Information

Ken's LinkedIn

Ken's Substack

Ken's Website

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SPEAKER_00

Are you stuck in the same old routine at work? Do you find yourself hitting a creative wall, unable to see beyond your current perspective? It's time to break free and unlock the power of fresh perspectives. Yes, David Guthrow still with Discover Fresh Perspectives. And today I have as my guest, Ken Haycon. Welcome, Ken. Thank you. Glad to be here, David. So, Ken, I, you know, I always try to remember where I first met people, and I've, well, I met you in a couple of different contexts, but relative to our conversation today, you were the chair of the board for the K-Make Center, a local uh um uh the I guess theater, entertainment, venue, whatever it might happen to be. And uh I, you know, I got to see the value, especially in a not-for-profit organization, of having someone that actually knows what they're doing as a board chair. So I was so happy to have you here and uh chatting about, well, you know, what what's important to understand with uh with governance with respect to to not-for-profit boards and how might that be different from for-profit boards. So um first, maybe Ken, you could give us a little bit of background about what the work is that you do with not-for-profit boards.

SPEAKER_01

Yeah, for sure. Uh, right now I write a weekly post, uh, weekly insights, if you will, called Governance's Leadership. It's on Substack. It's got about 800 subscribers, which is very encouraging, and about half open it every week. So I try to inform and inspire and occasionally provoke people. And it's uh based on my experience as a school board chair, uh, member and chair, a member of a municipal council, arts board chair. And I've been on lots of boards, large and small, association appointed, elected, and so on, and also on the other side of the table as a chief officer. And what I've come to understand is that boards can be powerful and really drivers in community development if they actually understand their role and focus on it and have a good working relationship with their chief officer.

SPEAKER_00

So then let's let's dive in with this. You know, what are some of the things that uh that people don't what are some myths about uh about governance in the not-for-profit sector? What are some things that get in people's way of having the kind of impact that they could have?

SPEAKER_01

Well, I think there's several things actually. One is that um I don't believe that people are in the business of the arts or libraries or education. I think they're in the business of community development. Because if you sit in your silo, you're not really going to have the kind of impact you could have if you coordinate and collaborate and even just cooperate. So um I found that in working with not-for-profit boards, many believe that once they're on a board, they know what the role is, they're told by the executive director or CEO, and they this just proceed. And I've always found it odd, if you will, theoretically or intellectually, that the person who does the orientation to for a new board member is their employee, right? It's always the chief officer, executive director who does the orientation, and that's the person you supervise. So where's the chair in all of this? So I think that the chair needs to be more knowledgeable uh and needs to know how they can actually make a difference. I think what happens is that everybody says they want a high performing board, but really uh a board thinks they're high performing because they're at the table. And a chief officer, in my experience in research, says they want a high performing board, but often they really don't. They don't want people asking the tough questions.

SPEAKER_00

Yeah, well, I've, you know, I've I've certainly seen that. And and uh, you know, I've seen, I've seen what happens when the executive director runs roughshod over the board, right? There, you know, it's very easy to get in into trouble there. And and uh I remember sitting on one board where I was asking questions about um about finance. And the response I was getting back, well, don't worry about that. We've got that looked after. And it drove me crazy. Like, you know, it's one thing about uh wanting to understand, it's something else being told that you don't need to know that. What, you know, what is my role as a board member? Ken, what are some of the reasons that uh uh that people choose? What are some good reasons to want to get on an off-for-profit board? And what are some reasons that are perhaps not quite so good? It can often lead to dysfunction.

SPEAKER_01

Well, I think that uh it often depends on the type of board that you're talking about. So, for example, when I was on a school board and chair, people who ran often ran because they had an issue of some sort, often a small issue. Uh, and it didn't relate to policy and governance, it related to some person in the organization who annoyed them or upset them or didn't serve them well. So that's not a very good reason. I think that sometimes people also step forward for very good reasons. They want to be on an arts board, they want to be on a library board, they want to be on a health or education board or social sector board, but they really don't stop to determine what is the mission of this organization? Does it resonate with me? You know, what kind of impact are they trying to have? Is that where I want to put my time? What are their values and beliefs? And do they reflect mine? Because if you have that kind of fit with the kind of impact you want, then you're going to be someone who uh is sustained and feels you're making a difference. And too often it's uh we need a body, you know, and so-and-so said they were interested. So let's ask them instead of what kind of skill set do we need around the table, what kind of community connections do we have? Do we have somebody going to your comment who understands finance? And by the way, everything shouldn't be left to that one person. Just to tangentially say, I did a large research project for a large trustee organization once, and they wanted to know what the needs and interests are of their members. So we started with the standard questions. If there were professional development programs, what would you attend? Blah, blah, blah. Well, what we found was when we started digging like what really keeps you awake at night, it was around a whole question of finances. I mean, people knew that they had a responsibility for financial oversight, but they really didn't have any basic financial literacy and they didn't want to ask questions in case they looked like they didn't know what they were talking about. And so everyone deferred to the bookkeeper or accountant or CFO who was on the board and trusted them when really it's a collective responsibility. So I think people come forward for many different reasons, many good reasons, but I think that they don't always have a view that goes to their entire community and not just the sector. If I could just say that the big example today, it's been in the news for the last couple of years, is a lack of coordination of the not-for-profits that serve the downtown east side in Vancouver. Um, I mean, there is studies tell us that there's around $25,000 per person, per person that goes into the downtown East Side every year, just from the three levels of government, not even dealing with philanthropy or uh donors. So you have a lot of money going in there, and you have uh hundreds of not-for-profits. Uh, some people refer to it as the hunger games of the downtown east side going after money. And there's absolutely no attempt to see whether their strategic plans coincide, whether there's areas of overlap, any gaps, and somebody has to take responsibility for that coordination. It would be nice if the not-for-profits did it themselves, but that isn't happening. So some level of government has to do that. So I think that the whole focus on community development becomes really important.

SPEAKER_00

So let so I have had some experience working with one organization, the downtown East Side, uh, which is why I'm about to ask the question I have. And and there was a number of different organizations serving the same person. But there is unwillingness to get them to talk to each other. So the question I have is, you know, as a as a board chair as an organization, who do you serve? So if you're serving the population that the thing is founded for, that's one thing. If you believe that a higher priority is to serve the employees, then you can end up making quite a different decision about who and how to collaborate with. And that's a really tough one. You know, and especially when I've and I've, you know, work with a community living organization back in Ontario, and uh sort of the conflict of interest that came up, came about where some people got on that board because they had uh a child who was in the system. So when the conversation had to had to be, you know, we're gonna have to close down something for financial reasons. Well, but what about my kid? Which is understandable, but it's really hard saying who, who, from a governance perspective, who am I legally bound to be serving when I'm making my decisions for these organizations? So different situation with community living, but similar in some ways to the downtown east side. Who is it that I'm actually supposed to be thinking about serving? And is my responsibility to ensure that the organization remains sound, in which case I protect it, or is it to serve the constituents, whoever it does reserving? It gets really complex. I need a three-word answer to this, Ken.

SPEAKER_01

Well, I'll tell you in essence, to answer your question, board members forget that they represent the community. Okay. The staff represents the service and the employees and others, the executive director, if you will, or the CEO. And sometimes we confuse that. I mean, obviously the executive director serves the community that they're there, but the executive director doesn't necessarily live in the community. Right. You know, and doesn't necessarily have the community connections that board members have around the table. So I think that um uh to go beyond the three-word answer, uh I think that uh uh boards have four unique responsibilities, in my view. This is my personal opinion. First of all, they set strategic direction on behalf of the community. So boards think, oh, we're gonna do strategic planning, big deal, ho-hum. The reality is you're actually establishing the identity of the organization because you're approving or rewriting, revising the mission, the vision, the values. So you're creating the identity, and also what are their strategic direction and priorities for the next five years on behalf of the community at large? They develop, secondly, a critical and constructive relationship with the chief officer. So each side understands their lanes where they intersect. And the board shouldn't be involved in management. But the reality is you have to understand the organization in order to make good policy, right? And the CEO has to understand how to write policy to support the board. So there are some gray areas there. The third is the whole area of advocacy and influence. Some people say a board's role is advocacy. Well, no, advocacy is a means. Well, a means to what? Well, the third is that the board has to ensure sustainable resources. Why? Not so the organization can operate, but so it can achieve its mission. I mean, that mission has to be front and center. And then the fourth is um assessing and auditing. But not just finances, also programs and services. And it doesn't mean the board does it, but it ensures that it does. And in some research that uh I've done uh uh not-for-profits, the key performance uh indicator seems to be how many people came and did they like it? Uh, you know, not what was the impact, what effect did it have on the community. Uh one large board I would uh worked with that comprised elected officials, actually, um, one of the areas was to look at what their key success factors were. Well, they all said, well, we have them, we all know what they are. And I said, Well, where are they written down? Well, they aren't, but we all agree on them. Well, when you actually interviewed people independently, their key success factors were quite different. And so it really didn't matter what the organization was coming up with, it was just numbers and were people happy, and therefore the uh return on investment was satisfactory. Well, that isn't good enough, is it? I mean, you have to know you're having some impact on that community and making difference. So I think if if boards don't pay attention to those four areas, who does? So if they're mucking up in management areas, who's paying attention to their four areas of responsibility? And I have to say, it isn't only boards that are responsible for this. Again, there's a lot of evidence that CEOs uh say they don't like boards messing up in management, but don't really work to prevent it because it confuses who's accountable. I mean, if the board said to do this, how can I be held accountable for it?

SPEAKER_00

So uh there's uh a couple of different things we want to pursue, but one of them is uh, you know, you talked earlier about what are the skills needed on the board. And I used to do a fair bit of work in the credit union system, and I saw a transition where when they were starting to get uh, you know, uh being more sophisticated and who they populated the boards with, they started to set, this is the skill set that we're looking for. And that was a tough transition because sometimes when it was time for an election and someone who'd been a board member for any years was up for election, but they had to say, you know what, this person, great person, done great work, but isn't the skill set we're looking for? Those were tough to focus on on what's required. And so, you know, what uh with your experience in not-for-profit boards, how many of them what uh what's the transition like where people actually say these are the skills we're looking for and going after it rather than can you breathe and show up for meetings, which is not all that uncommon in the not too distant past.

SPEAKER_01

Right. And I think that um one of the problems is that most boards don't have term limits. I mean, that's the easy answer, right? That's how you get rid of people. The trouble is you have good people who go away too. But is that the only good person in this community? There's got to be others. And I think that when you look at skill sets or a skills matrix matrix, I don't think it's just skills, it's also experiences, community connections, demographics, and so on uh that you need to put into the mix. And if you're if you're looking for somebody, for example, with a legal background, some people say, oh, well, we've got a lawyer on our board. Well, no, they're not there to do pro bono legal work, they're there to help ask the right questions. Uh and so those perspectives become important. And I think that most boards don't think about recruitment until it's time to recruit. I mean, they don't have people in the pipeline, they haven't identified people around the table, they haven't had the conversations, it's just kind of happenstance and uh isn't a strategic approach to board recruitment.

SPEAKER_00

So how so how do you attract good people, Ken? Like what's the message that you send out there when you're looking for for board members? What's in it for them to decide to try to get on a board?

SPEAKER_01

Well, I think that you need people who are on the board, first of all, who are keen about their work, feel they're making a difference, start to look for people that they know in the community, have conversations, and you want to have choices. I mean, it goes back to your comment about this is a good person, but maybe it's not the skill set. Well, at the same time, maybe you want three or four people who have that skill set, who you've had conversations with who are keen, and then you can have people step up. For some people, it may not be the time. They've got kids in school, they've got heavy responsibilities at work, whatever, but you keep a record of their name and you go back to them another time. And so I guess what we're talking about here, David, a little bit is the fact that many boards don't have the structure to support the kind of responsibilities they have. So, for example, it's very odd for a board to have a governance committee. But I think a governance committee is the one that actually is responsible for recruitment, for ensuring that there's training of the board, for ensuring that there's a process in place and policy for assessment of the CEO on a regular basis with clear and transparent criteria and those kinds of governance issues. And those kinds of things tend to fall between the cracks because no one is responsible. Or what you often hear, which drives me crazy, is everyone is responsible. Well, frankly, if everyone is responsible, no one is responsible.

SPEAKER_00

Yep. Well, now, what what about things like um like committee structures? Like I always wonder are there ways to ease people into understanding what the board's about without having to run to be a board member or or to volunteer? Like what what are your thoughts on on uh committee structures and not-for-profit boards?

SPEAKER_01

Well, I think first of all, there needs to be a thoughtful approach to structure. So let me comment on that and then get to your question. So I do think that if one of the responsibilities is policy and planning, there should be a policy and planning committee. Uh the areas of governance that we talked about, uh, there should be uh one that deals with assessment and audits, whether only a finance or finance and programs. Um so I think that the structure has to be aligned with the purpose of the board and its unique responsibilities. What often happens is that you have a committee structure that reflects the responsibilities of management, not of the board. So HR, technology, finance, and so on. And no, you've got people, you need policies to ensure that there's oversight and foresight. But in terms of who should be on those committees, again, it's quite unusual for anyone to be on a board committee who's not already on the board. But I do think that there are some cases where it'd be useful to have other people, a community member with particular expertise, for example, a young person, uh, you know, who would like the experience of participating in not-for-profit, but's never going to be selected to be on a board uh through an appointment process. Uh so I think that there are cases where they can be broadened, but it rarely happens. The other area where expertise is rarely used is former board chairs. They term out or they step down and their expertise is lost. And we don't have a committee of elders or an advisory committee of former board chairs or something like that. And often people don't want them. But I have found in association work where I put together committees of past presidents, the past 10, for example, and you say we're thinking of doing this, someone often pops up and says, Oh, we tried that four years ago, and it didn't work for this reason. But if you take that into consideration, it might work now. Um, and so that expertise and history is really important. And you kind of expect the CEO or executive director to have it, but they don't always have the um parking lot conversations that the board has had.

SPEAKER_00

One of the reluctances about bringing in a you know a past chair and tapping into that wisdom is there's sometimes a fear that they would try to make things the way that they thought it should be when they were the chair. And I think part of it's just position that their role there is to be a good thinking partner and to ask questions and not be to be uh to giving guidance. So that's uh okay. So I don't think there's any need to comment on that. So let me go on to my next, or unless you want to comment on that.

SPEAKER_01

Well, I would just say that I think one of the issues is that uh I'm not sure you should necessarily just have one person, but maybe a committee of four or five uh that the current chair could meet with uh privately, sort of a sounding board. Um so that's w how I would make that work, I think. And and also it's not just for their expertise and experience, it's also for their community connections. Right. Because they obviously spent, let's say, two or four years as board chair making connections, and it would be foolish to start all over again without using those. Those could be uh current or former municipal counselors if you rely on council for funding, it could be donors in the community if you're that kind of non-for-profit. So I think it'd be few foolish not to use those relationships because my uh research in um advocacy and influence, if I was to uh boil it down to four words after a lot of money and a lot of time and working with an international team, it's that the relationship is the message. You know, and so those relationships are really critical. Yeah, that's I mean You know yourself, if um if somebody calls you and you know who they are, you're more likely to return the call than if you've never heard of the person and don't know why they're calling. Uh it's even more significant according to what we've learned if uh you think the person likes you. You know, you're more likely to listen to them and their ideas. Um whether they do or not, it's another matter altogether, but if you think they do.

SPEAKER_00

Well, and I think in this day of you know artificial intelligence and everything you could do online, that that the personal connections are, you know, they're harder to get, but they're more valuable than ever, and you know, in my estimation. Okay, a couple of other questions bouncing around all over the place here. So um what are some of the most common misunderstandings about The role of the board relative to the CEO. Where do people kind of get it messed up?

SPEAKER_01

Well, I think that there's two extremes here. One is that the board has a right to engage and even interfere in the work of the CEO. So I think that sometimes they forget they have only one employee, and that's the fulcrum, if you will, between the community and the staff. I remember on a school board, uh there was somebody who believed that they had the right to see the evaluations of individual teachers, for example. Well, they didn't, of course, and that became an issue. Um, you know, if there was something wrong with policy, all right, let's address that. But that's nothing to do with the board. That's a management uh function. So on the one hand, there's um getting involved in that work. On the other hand, there's complete uh, I don't like to use the word trust, let's say complete hands-off in terms of the role of the CEO without the necessary uh oversight. Um I I don't know whether you're familiar with the situation in a community college in Ontario where the government just uh uh dismissed the board and appointed a single administrator because they found that there was a lot of um uh, in some cases, quite illegal, uh, in other cases just contrary to the board's own policy and bylaws, work being done by the allegedly by the CEO or president who was leaving. Well, so that was a completely hands-off approach to oversight, and that's not right either. So it's it's finding what I would call the critical, constructive, sometimes creative partnership with the CEO.

SPEAKER_00

So that's very helpful. So now let's say that um, well, it what are the different I'm just trying to think of what are some questions that uh someone who's considering getting on a board should ask, either of the chair or the executive director, to see if it's going to be a good match. I'll give you an example personally that that uh one of the boards that I ended up on, I thought it'd be kind of fun. It was like there was there was uh uh lots of entertainment, this, that, and the other thing in terms of what was being produced. But then I got on, it's like it's a governance board. I kind of went, governance board? What the heck is that? And um then when I was told, well, the actual role, you know, it's it's uh it's about writing policies and things like that. And it's like gag me with a spoon. I under totally understand that's important, not a source of joy for me. So, you know, what are the questions that that uh potential board member uh should ask of the board to make sure that it's not just about the skills, but like I think if you're on a board, it should somehow nourish you or lift you up or whatever, as opposed to, you know, suck you dry. So what are some good questions to be asking? I just didn't know what questions to ask. I still would have got on it because I love the organization, by the way. But but uh you know, how do you know if it's gonna be a good fit when you're thinking of it?

SPEAKER_01

I think it would be uh useful to make note of your assumptions and then test them. So, for example, you referred to an arts board that I once chaired. There was somebody on that board who said that they thought they were already on the board when I got on. Uh they said they thought their role was to choose the films that were going to be shown in the theater. So, what do you think we have to staff for? I mean, I and I don't understand people who think that they have those roles and responsibilities when they have actually no accountability for the results if nobody shows up or if the revenue is down. I mean, that's what pays the executive director's salary. So that's the person who's accountable. So I would say that some of the things I would ask are, you know, what are what's the mission, vision, and values? And do they fit with mine? Um I have a question that I suggest people should ask themselves in three different ways. And it's why am I on this board? So the question is, why? Why do I want to be there? Why am I on this board? And then why am I on this board? What do I bring to the table here? My community connections, my background, my experience, my skill set, whatever. And then why am I on this board with these people at this particular point in time? So I would also say to a chair, and I suspect many chairs couldn't answer this, is uh, what's the major issue the board has had to deal with over the last three to five years? Uh, have there been any financial challenges over the last three to five years? Of the CEO, I would say, what are the trends in this particular sector? I mean, what's on the horizon? What are the risks that the board should be aware of? Um and I don't think that kind of discussion generally takes place before an appointment or election is undertaken. I think the other thing that uh somebody would want to be aware of and hope that there would be is what is the orientation and onboarding program? And where is the statement of my role and responsibilities? And uh is there um some boards now even have what they're calling an oath of office, which is not done you know in front of a camera, but like it is on a council, but it's actually written out and you sign it. So it includes conflict of interest, uh, code of conduct, agreements that we have. You know, we speak with one voice in the public. If you have differences, you voice them in the board meeting, uh confidentiality, attendance, uh, participation, preparation. What are the expectations for me as a board member? Um, and those kinds of things don't tend to be written. And I think that there's a case to be made to use the old cliche that fire prevention is much more important than fire fighting.

SPEAKER_00

Yes. So so two questions. Uh again, maybe this is diving into the weeds, but what the heck? So um aid AGMs. So what's what do you think on a uh from a board perspective, how what's the frame that people should look at AGMs at? And the reason I ask that, sometimes there'll be an AGM where it seems like it's a good AGM if it's done quickly and there's no questions. You know, that's that's a good AGM. But from the perspective of someone who's really responsible for governance, you know, what is the role of the AGM and is that something that's changing or should be changed?

SPEAKER_01

Well, I think what you've uh just suggested that some people have for expectations of AGMs are unfortunately what some people have for expectations of board meetings. That it should be short, there should be no questions, we can all go home. Um and I'll come back to that in a me in a minute. But in terms of an annual meeting, I I'm a strong believer in an annual report, a written annual report, whether it's in print or electronic, but it should indicate, you know, who are the board members, a little bit about them. It should indicate their major accomplished what the strategic plan says, uh what our major accomplishments were for the year, our financials, all that stuff should be there. And then people should be prepared to uh answer questions. Now, it depends on the nature of the not-for-profit, or would I prefer to call four impact boards or social impact boards, um, whether they even have an AGM, because not everyone is required to. Um, you know, for example, a school board does not have an AGM. Um if uh a not-for-profit uh doesn't have elections for board members, but they're rather appointed, they may not have an AGM, but there should be some annual reporting at least of uh what occurs. And I think that uh you need somebody who's very skilled at running a meeting. And if that isn't the board chair, then for heaven's sakes, hire somebody to do it so that the questions can be answered respectfully. People have them for a reason. I mean, some someone may have an issue, but once the question is answered, they can't beat you over the head, you know, like a dead horse. Um, so I I think being respectful, but going back to board meetings, I'm a strong believer in what I think is probably the greatest reform in meeting management of the last 30 years, and that's the consent agenda, which uh still not a lot of boards use. But if it's for information only, if it's a report, put it on the consent agenda and it's passed in one motion, and then you've got time to deal, you're not time to go home early, but time to deal with the issues that are important around planning, around priorities.

SPEAKER_00

Uh and and it should be sent out in time that people can reflect on it first, right? Because a lot of times they they see it the first time they're showing up. They have no time to absorb it. So try to jam stuff through it can be very manipulative to use a consent agenda to not give people a chance to talk about controversial issues.

SPEAKER_01

Right. And it should be sent at least a week ahead of time for sure. And I would say what I think, which doesn't often happen, is that I think that it should also have the name and contact information, like an email, if you've got a question about one of them that's just information, so you're not taking everyone's time at the meeting. And what a lot of people forget is that the agenda belongs to the chair. The chair is the one who develops it. In most cases, it's the executive director who develops the agenda. It's the chair who should be deciding what goes on there, obviously in consultation with not only the executive director but the board. But then once the agenda is approved, it belongs to the board. So any board member can remove something from the consent agenda and it goes on the agenda either afterwards or at the end, but they can remove it without any reason whatsoever, and uh then it's belongs to the meeting. But I think it's a great way to save money and time. And a lot of boards, in my view, waste time discussing the CEO or executive director's monthly report. Well, for heaven's sakes, put it on the consent agenda and get it out of the way. Why are you spending all the time on last month instead of next month and next year?

SPEAKER_00

See, I know that that uh, like as you said earlier, that you're really the board should be focused on the on the community. And I've always wondered why AGMs, like when you bring people together, usually quite often they come if there's food, but it also seems to be an opportunity, not just for the community to ask questions, but what about asking questions of the community? Like holding something up, say, this is what we're thinking. What are your thoughts on this as an input? It's so hard to get people face to face, and it's a totally different conversation, but you know, no one no one seems to do it. I'm not quite sure. There's probably some good reasons. I just don't know what they are.

SPEAKER_01

Oh, well, you're bringing in your expertise here, right? And of course, I think first of all, it hasn't occurred to a lot of people. Uh, and secondly, I don't think many people have the knowledge or skills to follow through on it. I mean, for heaven's sakes, David, you don't even see that kind of thing done at a board meeting. You know, you don't you don't hear a chair say, uh, this issue is fairly complex. So why don't we divide into groups of three? Here are three questions I'd like you to answer, and then in 15 minutes come back and we'll see if there's any consensus before we move forward. You don't see that. You don't see someone saying very simple things like, well, we've heard a lot of perspectives around here. Uh, here's what I'm hearing is the consensus. If you agree, put your thumb up. If you disagree, put your thumb down. If we can at least live with it, put your thumb sideways. So you can take the flavor of the meeting. That doesn't happen very often. So I think that the whole question of meeting facilitation is a skill that isn't very common and we don't provide training for. Uh, my my own view is that um effective board development is only really going to take place in two, three, three different contexts. The first is if you insist on orientation and onboarding. And that usually is more effective if at least part of it's done by the chair and if you assign a board mentor to somebody. So the board mentor shows up as well as the person going through the orientation, and then they're like more likely to show up. So that's one piece. The second piece is if there's agreement to have a day of strategic planning or something like that. But I think the more important piece is to ensure that on every single agenda, there's just 15 to 20 minutes, half an hour at most, on some kind of board development area.

SPEAKER_00

So I I was working with one board that thought that was a really good idea. And they had all the things that they thought it'd be helpful to have some board development on. And I know it's going to come as surprise to you, Ken, but come the board meetings. There was like 43 things to talk about when there was only room for 40. And the last one on the list was board development. Like it was, you know, it was looked at as as optional. And I find some boards, I and students work with one board where um they, and it was supposed to be a strategic planning session. So there's the board and senior staff and all this kind of thing. And the board chair said, you know what, we need a separate day just to get our own act together. And so pulled out of that, just because they were all remote anyhow. There was no place to go, and just talk about things like like bias and how does bias come into play and how how are we working with each other and things like that? Because, you know, that off that always reflects in how things go with the board and how the decisions are made. But usually I just got get brought into board development, not as a proactive thing, but when there's a problem. You know, well, we don't we don't have time to uh to do this proactively, but somehow we'll find time to fix it when it becomes a problem. And that should be done, to my view, new board right up front, right? All those kinds of things, set the expectations, have a process for checking into it, not just assume because oftentimes, well, we're we've all been on different boards. Yeah, this board is not the same as all of the other boards you've been on.

SPEAKER_01

But um well, I think the same thing happens even when uh you've got a board, let's say, of nine people and two people change. That's a completely new board. It's a completely different dynamic, it's a different uh social environment. Uh, and yet people think well, it's just the same old board continuing. No, you got all these assumptions that are unstated, all these experiences that aren't brought forward. And then you've got the new board members feeling a lack of confidence and even competence in making a contribution for the first six months.

SPEAKER_00

So um, so Ken, does some on some not-for-profit boards, uh, I mean, I've only I've only seen ones where actually people get appointed to the board. I haven't seen them that they run for the board. Are you aware of any not-for-profit boards where people actually get voted to be on the board?

SPEAKER_01

Yes. And uh it's usually there's um a slate that is presented by some kind of committee. Um, and then there's a call for nominations for the floor, which rarely happens, but occasionally does. If it does, there's a vote. Um and um yeah, so that's the way I would say it most commonly happens. I think that's very common too in uh strata councils, for example.

SPEAKER_00

So then here's here's my last question that for you. And that's what do you do when you have a totally dysfunctional board member? And it may be someone that a bunch of people, like, you know, I because I've seen where someone gets a whole pile of people rallying around them because they have a uh, you know, a common uh common objective or something, and it turns out they're totally dysfunctional on the board. How the heck do you get rid of I shouldn't say how to get rid of, how do you deal with that?

SPEAKER_01

Well, uh I think that uh too often the person who bears the brunt of it is the chief officer, and the person who should be dealing with it is the chair, right? And I guess when we go back to prevention or firefighting, uh those issues should be somewhere in the agreements that the person signed off on before they went on the board. So a chair can say, look, John or Susan or Theodore or whatever, uh here are some of the things you agreed to when you came onto this board, and this isn't what I'm seeing. So uh how are we going to work through this in some way that's satisfactory to you and to other board members? Because some of us are getting a little frustrated with the behaviors you're exhibiting, and these are things that you said you wouldn't do. So what uh can we how can we approach this in some way?

SPEAKER_00

So, should these kinds of things be in uh in the bylaws or something like that, like how to what to do in the case of dysfunction? Like well, I know sometimes if you miss X number of meetings, you're off the board. There's there's things like that. But I haven't seen too much about dysfunction, but should there be something that people should consider putting into the board laws about uh under these circumstances a board member could be removed?

SPEAKER_01

I I'm not sure you would outline the dysfunctions, but I think you could put something in that uh each board member agrees to the code of conduct or the oath of office and uh maybe removed by a majority or two-thirds of the board if they aren't complying. You could put something like that in for sure. Right. But I think that some of the things we've talked about uh that fall to the chair are rarely made known to someone who's going to become chair that like like you have a responsibility for leading an effective meeting. You may have a responsibility for leading an effective AGM. It's up to you to deal with difficult board members. You just can't say that's the way it is. You are responsible. You're responsible. I found this, I find this really annoying, actually. You're responsible for communicating our message to the community because you represent the community. That often falls to the chief officer. You know, it uh I mean, in a municipal, I found when I was on a school board, you know, in a municipality, uh everybody knew who the mayor was. Uh few people knew who the chief administrative officer was or the city manager. On a school board, it was reversed. That the superintendent was front and center, and they didn't know who the board chair was. I mean, like who is speaking to the community here? That should be spelled out ahead of time. And the chair, I think, has a lot more responsibility than there's than is sometime ascribed to them.

SPEAKER_00

So, Ken, this has been great. I'm going to ask you to do something really challenging here. So I use AI a lot for filtering things out. And so I want you to imagine now that you're uh you're AI Ken and your job is to extract what we've talked about, two or three things. Uh, if people could only remember two or three things about non-for-profit boards and chairs and governance that they could think about when they go away, what would those be? And by the way, I'm going to make sure that your contact information is in the program notes. So if people want it, because you're help boards, right? If they if they need help doing this, I'll make sure that's in the in the program notes. But if you had to say, here, you know, here's two or three things that I think are pretty foundational to understand about uh board governance and a not-for-profit board, what what would those two or three be?

SPEAKER_01

I realize I'm not giving you a lot of time to think about this, but well, no, I would say that the first is that the board has four unique functions. Uh set strategic direction, have a partnership with the CEO, ensure there's sustainable resources to achieve the mission, and assess and audit programs and finances. And the structure of the board should reflect those responsibilities. And the accountability really falls to the chair. Uh, and the chair should be effective at leading meetings, uh, facilitating decision making, and uh having a good relationship with the chief officer because you need both of them to have a high performing board, and it's all under good undergirded by effective training that has to be built into agendas.

SPEAKER_00

Okay, so that was just a three-day workshop that you can encapsulated. So that's that's absolutely fabulous. Ken, thank you very so very much for being my guest. I know I enjoyed having you as a board chair because I saw the difference it can make when you have someone that knows what they're doing, uh, doing doing that. And that hopefully it's triggered some thoughts for others about either they're thinking of getting on a board, they're on a board, or deciding, you know, I probably shouldn't be on this board. I think has been very, very helpful. So thank you so much for being here with me today. My pleasure. Thank you. David got through another episode of Discover Fresh Perspectives. The only guarantees in life beside death and taxes are that next week there'll be another podcast with another guest with some different perspectives. So thank you very much for listening and uh look forward to having you come back and join us next week. Subscribe now because on Fresh Perspectives, every episode is an opportunity to explore new horizons and redefine what's achievable.