PREFACE

The primary principles and themes of the book Governance as Leadership (Chait, Ryan, and Taylor 2005) are summarized in Chapter One. That book was motivated by four questions (p. xvi):

As they grappled with those questions, and wrote Governance as Leadership, the authors revealed how different this approach is from others. First, it is about modes (a way of doing) rather than tasks (what is done) and mind-sets (mental attitudes) not mechanics (technical aspects). Second, it views board performance on a spectrum from least effective to most effective. The least effective boards are “rubber stamps” for management’s propositions; what is presented to the board are “no-brainers” so that trustees do not need to think very hard; they simply provide basic oversight to ensure compliance with legal requirements. Mid-level boards do some thinking, typically about proposed solutions to prepackaged problems presented by management. The boards that perform at the highest level are those that have incorporated the principles of governance as leadership; they raise and discuss crucial questions that require critical thinking.

The concepts and approach described in Governance as Leadership were well received for at least three reasons; the material was: (1) responsive to trustees’ frustrations, underutilization, and boredom; (2) consistent with the national climate for stronger governance and more engagement (in the social and private sectors); and (3) a way to think, not simply a way to do.

Many nonprofit boards have embraced the concepts and theories introduced in Governance as Leadership and have made strides to implement the framework in their organizations; yet, many CEOs and trustees report that their boards still underperform. Two primary reasons are that most nonprofits have not yet fully embraced the generative mode—introduced in Governance as Leadership as “the most neglected, yet most consequential type of work a board can do” (inside front flap, book jacket)—or they have been unable to create and sustain a culture where they govern seamlessly in all three modes. Using the actual experiences of numerous nonprofit boards, learned through my consulting practice, this book will showcase some common stumbling blocks and pitfalls, but also breakthroughs and successes as boards put into practice Governance as Leadership.

This book was motivated by my experience working with nonprofit boards that were passionate for excellence, eager to improve, and hungry for “how-to” steps. Many chief executives and board members had read Governance as Leadership, or had heard one of the authors speak about it, but wanted help applying the principles with their boards and working collectively to implement the ideas. They wanted to ensure a shared understanding of purpose to thereby drive higher performance. They wanted assistance translating governance as leadership into practice. Because the majority of my governance consulting work has been with colleges and universities, health care organizations, and independent schools, the examples throughout the book reflect those types of nonprofits. But the message and the application of the Governance as Leadership framework works regardless of organizational type; although the issues vary by sector, and more or less capital and human resources may be at stake, the challenges for boards composed of volunteers, representing various stakeholder interests and sometimes personal agendas, remain the same. In fact, many members serve on numerous boards that cross sector lines, and yet all boards involve relationships, group dynamics, and leadership and all nonprofits face competition, issues of mission and markets, and require transparency and accountability.

WHO SHOULD READ THIS BOOK

Like the authors of Governance as Leadership, the author of this book is a student of governance, a consultant to boards, and a nonprofit trustee who has also served as a full-time administrator in nonprofit institutions. And like those authors, I believe that scholars, students, and other board consultants will enjoy this book; but my primary audiences are nonprofit board members, chief executives, and senior staff members who want to reflect on governance, discern how to govern better, and achieve higher performance in the process. Another primary audience includes graduate and undergraduate students taking courses in nonprofit management.

This book was not written for honorific or ceremonial “boards” or “councils” whose primary purpose is philanthropic or completely fiduciary, or for those boards whose leaders feel that board performance is “fine as is” and governance cannot be improved, or for those organizations who firmly believe in the attractiveness of the status quo.

As for readers of Governance as Leadership, “the greatest value will accrue to boards of trustees that read this book in tandem with their organization’s CEO and then consider together what changes would improve the quality and centrality of institutional governance” (Chait et al. 2005, p. xxi). This book and its predecessor are grounded in the beliefs that:

• CEOs and boards are not inextricably interdependent—the relationship is a partnership, but it is not equal. CEOs have less formal authority and more risk, both personally and professionally, than do boards.
• Governance is not a zero-sum game. A strong CEO does not require a weak board or vice versa; instead, the more deep engagement on substantively important issues by the board, the more opportunity for influence and leadership for all.
• The best way for the CEO to improve the board is to ensure that the board is doing better work, not just working better. Higher stakes drive higher performance when the board knows what it is doing.
• Good governance has a reciprocal quality—when trustees understand how to add value, they also derive more meaning from the experience; they will be less likely to “micromanage” when they have more opportunities to “macro-govern” (Independent 2011, remarks by Richard Chait at the Council of Independent Colleges President’s Institute).

This book is for organizations that subscribe to these beliefs and to the tenets of governance as leadership.

STRUCTURE OF THE BOOK

This book is informed by research and enlightened by practice. Each chapter, therefore, summarizes the most relevant literature on the central topic and applies it to boards and governance in the context of governance as leadership in principle and in practice with actual boards. The practice-based material presented in this book is drawn from my consulting practice, in-depth interviews with the CEOs and board chairs of sixteen nonprofits organizations (six colleges and universities; four independent schools; four health care organizations; and two community service organizations), reflective practice conversations with Richard Chait and William Ryan to discuss our board consulting and coaching work, and on polls of CEOs and trustees at conferences, workshops, and board meetings over the past several years.

Chapter One provides an overview of Governance as Leadership; to get the full benefit, readers of this volume may wish to read or reread that book rather than rely completely on this chapter’s descriptive highlights. Chapter Two is about the challenges in implementing governance as leadership and offers thoughts about getting started and overcoming barriers to progress. Moving beyond the barriers requires that boards understand the “invisible systems” that may impede better board performance through the lens of governance as leadership—the subjects of the next three chapters. Chapter Three addresses the cognitive piece—the critical thinking that governance as leadership demands. Chapter Four is about working together—building a high-performing board team to govern more consequentially, and includes three types of assessments: a 360 in which each board member evaluates all other board members; one where each individual board member assesses his or her own performance; and one where the board assesses its performance as a team. Chapter Five considers creating a climate conducive to putting governance as leadership into practice; this chapter includes two additional types of assessment: for board meetings and retreats, and for committees. Chapters Three, Four, and Five move from the relevant research to what boards need to know and...