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Vol. 29, No. 1

Ask the governance guru: A Bar Leader Q&A

by Marilyn Cavicchia

Have you ever wished you could sit down for a minute with a governance expert? What would you ask him or her, if you had that chance? Bar Leader recently put a few questions—submitted by executive directors—before a very distinguished panel: Jean Frankel of Tecker Consultants and Ideas for Action, Marc Smiley of Marc Smiley Organizational Development, Henry Ernstthal of Ernstthal & Associates, and Dadie Perlov of Consensus Management Group. All are principals at their firms, which provide a wide range of consulting and other services for nonprofit organizations.

Bar Leader: What can an executive director do about the fact that one year, a particular president or board member may view the ED as a partner, and the next year, the new leaders may see him or her as someone who simply follows orders?

Ernstthal: When you have a “friendly” president, write up a job description that includes your role in contribution to the policy discussion and your responsibility for all administrative operations, and the board’s role in policy and general oversight. The American Society of Association Executives has programs designed for the chief staff and chief elected officers that address these issues. Look to the work of John Carver, such as Reinventing Your Board (Jossey-Bass, 1997), or go to www.carver In any event, you have to help the board reach consensus on board/staff roles and responsibilities. You might even call on an outsider to come in and do some board training on the subject.

Bar Leader: How can the budget be clearly reported on and discussed?

Ernstthal: This is a big topic that requires more space and time than is available, but here are some basics.
Have a clear set of policies on budgetary approach (be cautious on revenue and generous on expenses), limitation on transfer between line items, signatory authority, investment policies, etc.

The budget should be program-based: Each project, program, and activity should have a line item. Programs usually include individual meetings; conventions; standalone educational programs; individual periodicals and books; government relations; finance; governance, etc. It is OK to have a line item for general management, but the truly compulsive will allocate occupancy cost and other fixed expenses as well.

Each should reflect its costs including an allocation for the value of staff time expended. Time sheets or some other process are necessary to do this well. It is a pain in the neck but, since staff costs are about one- third of most association budgets, you can’t know what it really costs to do something if you don’t take personnel into account.

In addition to the spreadsheets, consider presenting the key data graphically. I like separate charts on income and expense for major categories like meetings, publications, government relations, finance and administration, general management, and for the association as a whole. Each chart represents the actual as a percent of budget over the 12 months of the fiscal year. It is even better if you can chart it against the historic curve.

I know that most association execs are number averse, but losing control over the money can result in unemployment. Learn how to understand budgets, balance sheets, income, and expense statements. There are lots of books on finance for the number impaired. Or ask your CFO or CPA to teach you. It really isn’t that hard and you imperil your career if you don’t.

Bar Leader: How can you provide continuity when a large portion of the board members change each year?

Frankel: By instituting a long-term process of planning and thinking strategically, by engaging and involving as broad a population of the organization’s members as possible, and by integrating this vision and process into orientation of new leaders at both the committee and board levels. The establishment of a long-range vision and goals, and the commitment on the part of successive generations of leaders to this direction, ensures continuity of focus, and the development and deployment of resources in a consistent way.

This is different from the stop/start flavor of organizations that engage in the annual establishment of “chairman’s charges”—which from year to year can take the organization in radically different directions based on pet projects of individual leaders rather than commitment to a long-term vision and direction.

Involving as many leaders and potential leaders in the development and annual review of the organization’s strategic direction (including environmental scanning) raises the probability that when new board members begin their terms, they have had not only exposure to but perhaps developed some commitment toward the association’s stated long-range direction. And by including an overview of long-range direction and the process by which the organization engages in planning in all new leader orientations, an association can begin to build continuity in direction, purpose, and process over time.

Bar Leader: What questions should you ask a board before setting up or sunsetting a standing committee?

| Is the charge, i.e., the expected outcome, clear? | Will it advance the organization’s current focus? | Is there a target date for completion of the assignment? | Do we have the skills and resources (fiscal, human, and technological) needed to complete this task (or is there something we should give up in order to do this)? | Will the outcome have a positive impact on members? Attract prospective members? | If we don’t do this, what would be the negative consequences?
Sunsetting committees should be a regular event, so that when it occurs, it is not punitive. The above questions should be asked again, but in reverse: | Has the outcome been achieved? | Has it moved the association forward? | Has the work been completed on time and on budget? | Has the work had a positive impact on members? On the profession? | After sunsetting this committee, will there be any negative consequences? That is, for those other than committee members!

Establishing a regular process for committee or task force review, coupled with appointments of all committees (with three notable exceptions) for a time- and task-specific purpose, takes the sting out. The only committees that should be standing committees are: nominating, because it is charged with assuring that the best and brightest strategic thinkers lead the association; finance and audit, to assure fiscal transparency; and an ethics and professionalism committee, because bar associations deserve that. Every other committee should face regular, ongoing sunsetting review.

Bar Leader: What is an ideal span of control (the number of people for managers to supervise)?

Perlov: Textbooks tell us it is somewhere between four and six for the executive. I suggest, do what feels right for you and for the size and resources of your association. Large associations usually have more layers, but that doesn’t necessarily make them better managed. Small associations often do more per dollar and per staff person, because they have to focus on accomplishment, and because it is harder to be bureaucratic with a staff of three or five. The less rigid the rulebook, the better the management.

More important than span of control is the need to determine your organizational culture and then make sure that is the culture you want. If you have an achievement culture in practice, not on paper, you will have a successful bar association no matter how you are structured. Just don’t drown in process!

Bar Leader: How can leaders be moved through the ranks in a way that ensures that new leaders are encouraged rather than discouraged by current leaders? Are term limits the only way to revitalize leadership and keep the board or committee’s work from growing stale?

Smiley: The most significant challenges facing organizational leadership are fundamental to the ways we select and develop our leaders. Making it a priority to revitalize the pool of talent throughout the organization (i.e., leadership rotation and term limits) is a basic philosophical decision, and must start with a discussion among the full board.

When someone within an organization advocates for this approach to leadership without the larger discussion, it often is seen as an attempt to undermine a particular leader and can be met with considerable resistance. If you can get your group to hold a larger discussion about the importance of developing strong leaders throughout the organization, then you can begin to implement incremental changes that will make it possible.

One other suggestion: Create informal “assistant chairs” whose role is to strongly support the leadership within the committees. This role helps current chairs do a better job, and creates an understanding from the beginning that someone is prepared to step in when the time is right.

Bar Leader: What is the optimum structure of a leadership ladder for president of the organization, one that balances the need for experience and knowledge about the organization with concerns about time commitments and perpetuating a “good old boy/girl” clique?

Smiley: The right structure for any group depends on factors very specific to that group. Since every group functions a little differently, defining the “form that follows the function” also will vary. That said, it is an important leadership principle to have someone prepared to step into every leadership position next, such as a president-elect or committee-chair-elect. Whether or not the president-elect is formalized in the vice president position (most common) is less important than having someone learning and preparing for that job, ready to help the current president with important tasks.

It is also important to structure the job of president so that it isn’t “until death do us part.” Since the president position is ideally for two years rather than one year (although one year is standard for bar associations), defining the “ladder of leadership” is hard several rungs down. It can depend on how the organization has structured terms, election processes, and other provisions of board service, and in most cases, should be somewhat informal.

One more valuable strategy for leadership development: Reassign committee chairs periodically so that when someone does move up to be president, she has had the advantage of involvement in many different aspects of the organization.