Chad E. Harris, CAE
Chief Development Officer, Cornerstones of Care
KCSAE Past President
When we hear the term “good governance” in association management, we often think of the check list of duties that boards are responsible for on a regular basis – duties of care, loyalty, obedience, review of the 990, hire the executive director, approve the budget, adopt and sign conflict of interest and whistleblower policies, and so on. But in an era of increased transparency, boards of associations should consider how to adopt good governance as a guide for behavior looking forward, not just as a check-list of to dos that are often focused on past activity.
Dave Renz, Ph.D., the director of UMKC’s Midwest Center for Nonprofit Leadership states, “Governance is a function, and a board is a structure—and, as it turns out, a decreasingly central structure in the issue of new or alternative forms of governance.” Renz suggests that the notion that governance is housed solely with a board of directors is waning, as governance encompasses many levels of an organization in ensuring it is meeting its mission and being responsive to its members or communities served. Governance is not a structure, but a habit.
So how does an organization move from governance as a structure of the board to a habit of the organization as a whole? In addition to continuing to meeting legal requirements and good board roles and responsibilities, associations should elevate their governance conversation and think about Governance 2.0. In doing so, an association’s leadership may consider the following practices, recommended by the National Council of Nonprofits:
- Disclose 990s: Beyond reviewing the organization’s annual 990, Boards should make readily available and disclose the association’s last three IRS returns, to promote transparency.
- Conduct a Leadership Orientation: Aid volunteer leaders with the right information, through an annual Board/Committee orientation – not just for new volunteers, but all volunteers involved in leadership roles. It may seem redundant, but volunteers often need this reminder, not working directly with programs, mission and services every day, and it ensures regular access and reporting of seminal governing documents such as by-laws, articles of incorporation and financial statements.
- Create a Governance/Board Development Committee: The engagement, development and evolution of volunteer leadership is not static, but an on-going process. Without someone being designated to monitor governance, it is often left to staff or the Board, to govern itself and thus often overlooked. A governance committee can help with board recruitment, retention, on-boarding, assessment and serve to help resolve any conflicts, should they arise, within a board or committee.
- Recognize Conflicts of Interest: Having, reviewing and signing a policy is one thing, but acknowledging, disclosing and managing potential conflicts is another. Such policies do not preclude volunteers from serving, but conflicts need to be identified, disclosed and then managed appropriately to adhere with ethical standards and practices.
- Adoption of Ethical Standards: Associations often are responsible for professional standards within sectors – the same should be true for the association itself. Consider the adoption of ethical standards/principals that speak to the work of the association, and incorporate norms of board behavior that is or is not appropriate specific to your mission, membership or sector. This may include expense management, vendor relationships or travel, to name a few.
Unsure where to start when it comes to helping a board evolve its view of its governance function? Start with a board self-assessment. ASAE research indicates boards that regularly assess their performance lead to a more positive board experience and are more engaged in their role. A board self-assessment can be simple or more complex, depending on an association’s needs. Assessment helps an association celebrate what’s going well and encourages good behavior in those areas that need improvement in an objective way. Resources related to board self-assessments are available for purchase through the ASAE bookstore or free resources may be found online as well, including BoardCheckup.com, an on-going research study by Professors Yvonne Harrison and Vic Murray, through the Rockefeller School of Public Affairs at the State University of New York-Albany.
These practices are not a magic wand in creating “good governance” overnight, but can help an association move from governance as board check-list items to being a habit of good organizational behavior.