new governing committees. Intensive involvement in the new
committees has strengthened board members’ ownership of, and
satisfaction in, their governing work, and having committee
chairs take the lead in reporting both for-information and action
items at board meetings has made them far more interesting.
It’s also important to note that the new committees have
strengthened the board-staff working relationship, primarily
because of the intensive, less formal interaction that takes place
out of the “spotlight” of full board meetings. The use of staff committee support teams headed by a “chief staff liaison” to assist
each committee also helps cement this important relationship.
SUCCESS FACTORS
Reflecting on our year-long experience, five factors emerged as
most critical to our success:
1. EARLY BOARD INVOLVEMENT
At the initial daylong work session in November 2007, the members of the board’s then-executive committee, functioning as
the strategic work session design committee, put together the
detailed agenda for the session, retained a consultant to facilitate it, and played a leading role throughout the session. Not
only were all board members in the session provided with a
detailed orientation on the key elements of the High-Impact
Governing Model that was at the heart of the initiative, they also
participated in breakout groups that explored various facets of
the model, such as the board’s management of its own performance, the detailed governing work of the board in such key
areas as strategic planning and performance monitoring, and
the board-CEO partnership. At the conclusion of the day, there
was strong consensus to move forward with the initiative.
2. CHANGE CHAMPIONS
From the November 2007 board work session to the board meeting on Feb. 1, 2008, the strategic work session design committee,
during the course of several in-person meetings and teleconfer-ences, fashioned the detailed governance improvement recommendations that were eventually unanimously adopted at that
board meeting. This group included such change champions as
the AADE president, president-elect, first vice president, second
vice president, treasurer, immediate past president and the CEO.
The intensive involvement of top leaders sent a clear signal that
governance improvement was a top priority at AADE. Not only did
the design committee devote hours to fashioning the governance
improvement recommendations, it also presented them at the board
meeting, explaining the intent and technical content of each recommendation, and taking questions. This was truly a peer-to-peer
event. Far from “winging it,” the members of the design committee met until 2 a.m. the day of the meeting, going through each
of the slides and anticipating questions that might be asked.
3. OUTSIDE TECHNICAL ASSISTANCE
Although the design committee was in the driver’s seat from the
beginning of the initiative, it also decided to take advantage of
expert assistance. Doug Eadie & Company, Inc., facilitated the
kickoff work session in November and provided assistance
throughout the process. President & CEO Doug Eadie brought
25 years of experience in the two areas at the heart of the initiative: association governance and change management.
SAMPLE COMMITTEE GUIDELINES
• Each board member should be assigned to one (but
only one) of the four new board governing committees.
• The board president appoints the chairs and members
of the governing committees (with the exception of governance, which consists of the chairs of the other committees), with the advice of the governance committee.
• Only board members should serve on the board’s governing committees. However, non-board volunteers
can serve on ad hoc subcommittees and task forces
that the board’s governing committees create.
• Board members are rotated among committees regularly to ensure their governing experience is rich
and diverse.
Among other things, his company prepared agendas and materials for every design committee meeting, facilitated the meetings, and drafted the recommendations that were eventually
presented to the full board in February 2008.
4. METICULOUS ATTENTION TO IMPLEMENTATION
The design committee didn’t disband after the board took action.
On the contrary, the group was actively engaged in overseeing
implementation of the new board structure; only after the new
committees were fully functioning did the design committee
fade away, passing the baton to the new structure, particularly
the board’s new governance committee. Chief among their
implementation responsibilities were putting together a detailed
implementation schedule, securing needed bylaw revisions, choosing the chairs and members of the new board committees, and
making sure the new committees were thoroughly oriented on
their governing responsibilities.
A NEVER-ENDING JOURNEY
As a result of early board involvement, the strong leadership of
influential change champions, expert assistance and close
attention to implementation, AADE has succeeded in taking its
board of directors to the next level. But the governance journey
is never complete; the board’s role and governing processes
should be tweaked and strengthened as the years pass. With a
clear governing role and structure in place, AADE has ensured
that this continuous governance improvement process will take
place — and work well.
Marcia Draheim and Amparo Gonzalez are, respectively, the president and immediate past president of AADE, and Lana Vukovljak is AADE’s CEO. Doug Eadie is
president & CEO of Doug Eadie & Company, Inc., which specializes in building
board and CEO leadership. For more information, contact Vukovljak at (800) 338-3633
or LVukovljak@aadenet.org or Eadie at (800) 209-7652 or Doug@DougEadie.com.
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