|Tales from the Boardroom case studies are fictional examples created by the editor to illustrate common governance challenges.|
You're out to dinner one evening, and you notice that Steve, another board member from the Local Bar Association, is having dinner with Catherine, the bar association's CLE Director. Your dining companion tells you that they've worked on bar projects together and are friends. At a board meeting a few months later, the bar's executive director discloses that he's been experiencing some challenges with Catherine's performance. He advises the board that he's already held two conversations with her to clarify expectations, but they've had limited effect and he intends to initiate progressive discipline measures. Steve takes issue with this plan of action, and advocates on Catherine's behalf. The board, in the end, reaffirms the executive director's authority to manage the situation.
So, what's the problem?
Let's take a few steps back. If you ask an involved bar member to identify the greatest benefit of membership, she likely will mention the relationships her involvement has fostered. Members build valuable friendships with other attorneys, but they also develop relationships with the bar association staff. Those relationships are important and beneficial for the bar, but we have to treat them carefully.
In this particular scenario, Steve's support of Catherine has created an awkward situation for the executive director, who has sole responsibility for managing the staff. If the performance issue persists, the normal course of action likely would be termination. To what degree does the executive director now perceive himself to be constrained?
While a few nonprofits have adopted non-fraternization policies because of the sexual harassment and conflict of interest risks, there really are few black letter laws to lead us. As a board member, your guiding questions in relationships with staff (including friendships) should be: Is it possible the relationship or any action I'm taking gives the staff member special influence or an advantage in the work environment? Does the executive director feel uncomfortable managing that person, knowing that a relationship exists? Could my actions be perceived as undermining the executive director's authority? Do other board members perceive there is a conflict of interest?
When we talk about board member relationships with staff, confidentiality also is a concern. The executive director may need to share sensitive information in board meetings such as salaries, benefits, changes to staff responsibilities or staff structure. That information is intended for the participants of those meetings. Board members who socialize with staff should be careful to refrain from discussing confidential information.
Again, our bars cultivate a spirit of collegiality. That's a good thing. Still, we should use our good judgment (and the questions outlined above) to ensure that in our relationships with bar staff we're not crossing lines that compromise our ability to govern well.
This Quarter's Best Board Practice
At its last board retreat, the New Hampshire Bar Association set aside time to help board members develop a 30-second elevator speech about the value of the bar to members, the profession and the community. It's a great way to help crystallize what's most important about what you do and equip your board to be the bar's best ambassadors.
Write me at email@example.com with your bar’s good practices and suggestions. We’ll share them in the next issue.