Dysfunctional Board or Council?

Mention the words Board Dysfunction and people will cringe: “Our board is doing alright. Yes, we may end our meetings late, argue a lot, and live to regret some of the decisions we make. But our Board is not dysfunctional!!”

In fact, dysfunctions are nothing to cringe about. They are normal, and may well be “a sign of life.” Just like human bodies are not perfect and occasionally suffer from ailments, so do decision-making bodies. And as with human bodies, measures to address dysfunctions must be proportionate to their severity and impact (you shouldn’t prescribe major surgery when an aspirin would do, or when the decision-making body could heal itself if given some time).

To define board dysfunction, one must first establish what board function is. Essentially, a decision-making body should function in a manner that produces two main outputs:

• Substance: Board success should be measured by the quality of its substantive decisions. An effective Board pools the knowledge of its members, professional staff and advisors. Board meetings resemble a construction zone. where everyone is busy building the truth together. The end product should be decisions that are smart, balanced, visionary, principle-based and sustainable, thereby maximizing opportunities and reducing risk for the organization.

• Process: By engaging all Board members in a genuine shared decision making process, more of them will arrive at the same destination together, as active and engaged partners, own their own free will, and not as acquiescent or reluctant followers. They will then be more likely to have a sense of ownership over the decisions and be prepared to support them, even when they don’t meet every person’s hopes and expectations.

Given the above definition of board function, a board dysfunction is a systemic condition or personal behaviour that can (or does) undermine the substantive quality of a Board’s decisions or the decision-making process itself or both. For example:

• If Board members decide how they will vote on issues before a meeting begins, their ability to listen to new data with an open mind and make broadly based substantive decisions is compromised. The dysfunction (predetermined outcomes) can lead to bad decisions that diminish organizational opportunities and increase risks.

• If a decision is rushed through with little or no debate, some members may resent the fact that their input was not considered. As a result, they may undermine the decision at the implementation stage (even if it is a good decision). This dysfunction (the lack of debate) may not damage the substantive quality of the decision, but may harm the process.

There are four types of dysfunctions:

• Apparent dysfunctions, e.g.: Board members are argumentative, interrupt often, and don’t listen to what others have to say. Meetings run late and no meaningful and sustainable closure is achieved on issues, especially contentious ones. Everyone can tell the Board is not functioning well.

• Hidden dysfunctions, e.g.: Board members are quiet and highly cooperative. There is virtually no discussion on anything, and decisions are made very quickly. Why? The time for a hockey game is fast approaching and everyone is anxious to end the meeting. The Chair is amazed by how fast things get done. But at a later meeting, a rushed decision comes back to haunt the Board. It then becomes clear that, in its haste to end the meeting, the Board was asleep at the wheel. Indeed, silence may be a dysfunction.

• Dormant dysfunctions, e.g.: Poorly written bylaws, ignored at times of relative harmony, wreak havoc at times of conflict and controversy. For example: Bylaws that make membership automatic upon payment of dues and do not require Board approval. A hostile takeover is initiated, and last minute members dominate the outcomes.

• Perceived dysfunctions, e.g.: A new Board member asks tough questions and raises concerns. This slows things down and causes resentment among long standing directors, who have been relying on trust and who have enjoyed getting things done quickly. Notwithstanding their reaction, the new member’s participation is not dysfunctional. In fact, the Board (and the organization that it governs) should be grateful for this extra due diligence.

What measures should you take to deal with Board dysfunctions? Depending on the severity and impact of the dysfunction, you could do one or more the following:

• Wait a while. The Board and its decision making process may recover on its own.

• Intervene mildly (equivalent to prescribing medication for a limited time).

• If a mild intervention does not work, take more drastic action (equivalent to surgery).

• Alternatively, take measures to prevent or minimize the occurrence of dysfunctions (holistic medicine).

For example, suppose a few members do not review pre-meeting material. This dysfunction can impair the board’s ability to make informed decisions (a substantive impact). In addition, those who do prepare for meetings may get resentful and their enthusiasm may diminish (a process impact). These negative impacts are substantial enough to warrant an intervention. Here are some interventions to produce the desired results without side effects:

• To prevent the dysfunction, arrange a well-focused board orientation program. In it, emphasize the importance of due diligence and the duty that Board members owe to the organization to make informed decisions. Stress that a Board is not “a social club,” and that Board decisions have profound impacts on the organization’s stakeholders.

• Appoint a “Board Effectiveness Cop” (BEC), to observe the progress of a meeting and share observations just before adjournment. This will only work if the feedback is honest, direct and balanced (positive and critical) and based on specific performance criteria.

• Give feedback privately to delinquent members, e.g.: “I didn’t want to embarrass you in front of your colleagues, but we really need you to get ready for meetings and read the board package. Is there something that needs to be done to make this easier for you?”

• If these soft interventions don’t produce results, you may need a stronger measure, e.g.: discuss with the member his or her commitment level, state what the organization and its stakeholders need from their leaders, and possibly negotiate an amicable departure.

• If your assumption that you are dealing with a reasonable person proves erroneous, you may need to opt for “major surgery” and pursue a non-amicable departure. The side effects may be substantial, but they may have to be endured in some cases.

Eli Mina, M.Sc., is a Vancouver-based consultant, meeting facilitator, mentor and coach. He has led a number of workshops for AXI on meetings and minute taking. He can be reached at 604-730-0377 or by e-mail at eli@elimina.com and his web site is http://www.elimina.com. Reprinted with permission from Eli’s Deliberations newsletter.