Board Chairs and Power Dynamics: Repost
In recent days, it’s come to light that the largest democratic fundraising organization, ActBlue, is in chaos. Seven different executives have left in the past month while the organization is facing a trumped-up (forgive me) Congressional inquiry. Two of ActBlue’s workers’ unions wrote directly to the board of directors describing an “alarming pattern” of departures that was “eroding our confidence in the stability of the organization.”
The stakes are high:
If ActBlue were to become severely diminished, Democrats running for offices at all levels of government could face setbacks in their efforts to raise cash. Candidates for offices ranging from school boards and city councils to the presidency rely on the platform for their online fund-raising, while Republicans have spent years trying to catch up. And while there are some alternative platforms, none have the scale or the reach of ActBlue.
See this.
No matter what your position is on the variety of issues that divide Democrats, we can all agree that voting Democrats into government office supports the rule of law and furthers democracy. We should put that mission first. We can argue later about everything else.
On the international front, with the backdrop of DOGE’s termination of US funding of HIV/AIDS abroad, an organization working in southern Africa (Lesotho and Botswana) lost half its trustees and its two founding patrons (one of whom is Prince Harry) in a leadership fight with the board chairperson. It seems that board infighting led to the trustee departures: “These trustees acted in the best interest of the charity in asking the chair to step down, while keeping the wellbeing of staff in mind. In turn, [the board chair] sued the charity to remain in this voluntary position, further underscoring the broken relationship.”
Non-profit boards: Get it together. Please.
As I said earlier this week, it will be civil society that saves us. If, however, our organizations are to do what we need them to do, they must be strong enough internally to risk coming up against the most powerful. But some organizations that we rely on to support our democratic institutions and ideals are eating themselves from the inside, unable to sustain consistent leadership or present a united front on the overarching goals we all share.
I’m reposting, below, a Stakeholders piece from two years ago regarding board chairs and power dynamics, to highlight the importance of a functioning board to our civil society organizations, and thus to our civil society. And to say to directors at this critical moment: we need you. Please put the interests of the organization first.
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On a board, like in any other group, power dynamics can run things off the rails. A board can put legal obligations in place, try to uphold ethical obligations, and outwardly (and truthfully) commit to accountability and transparency. But what a board can’t always do is protect against personalities that lead to a crisis of abuse or neglect of authority. Good board chairs use their leadership role to uplift an organization or steer it through a crisis. But boards’ innately uneven power dynamics can allow the abuse of authority in ways that aren’t easy to predict or control.
The most challenging issues of board governance happen when a chair decides on a substantial intervention in management and seeks the support of a board that may not be fully informed. A chair often has different or varied levels of information from other directors about things like budgeting, executive performance, management issues, or reputational risk. The chair might believe they are doing what’s right or necessary for the organization, but asymmetric information creates an opportunity for a chair’s arbitrary or absolute decisions. And it’s difficult to protect against bad decisions.
On the opposite end of board chair behavior, some chairs are installed by their friendly CEO and passively inhabit the titular role for years, happy to run a board meeting and not do much else. The lack of oversight allows the CEO to put the board of directors on a shelf until they need a rubber stamp. This situation usually ends with a flaming crisis when a staff member comes directly to the board asking for help and the board has no idea what has been going on inside the organization. Not great!
One answer to these power dynamics is structural change. Non-profit organizations could adopt a two-tiered board structure that rebalances authority and provides a clear separation between the board’s management function and control function. Organizations would have two boards with different responsibilities: a Supervisory Board and a Management or Administrative Board.
The Supervisory Board would have limited but ultimate responsibility: appoint the members of a Management Board, approve major business decisions and provide risk oversight. It would spearhead fundraising and external representation, oversee budgeting and executive compensation and performance reviews. The Supervisory Board would be required to hold seats for employee representatives (the number of seats depending on the number of employees).
The Management Board, on the other hand, would oversee the organization’s management, compliance, and financials on a more regular basis (for example, meeting monthly rather than quarterly like the Supervisory Board). Management Board members would have some sort of job security to ensure the board is not dominated with a CEO’s hand-picked appointees.
(Admittedly, this structure would work best for large organizations which could voluntarily adopt the two-tiered structure to show a commitment to accountability and transparency in board roles.)
Aside from structural change, all board members can and should help rebalance the wobbly power dynamics inherent in boards of directors. When board chairs have different information from the rest of the board and use that information to support their personal preference, each director should question and investigate the stories they are told, rather than simply accept the narrative they are given. As an example, what if, based on information known only to the chair, the chair decides to terminate an executive, and funnels information to the rest of the board that serves that purpose? What are the guardrails for this sort of action? Each director can and should question the information they are given, ask for explanations, kick the tires. For an extreme management intervention in particular, directors should ask to see the evidence upon which the chair has based an impactful decision; or, at least ask how they came to their conclusion: who did they talk to? What did they see that led to their conclusion? What information did the chair have that the directors did not? (And, of course, sometimes directors should seek an outside investigation – if for no other reason than to mitigate potential fallout from the board’s own decision making.)
Without that pushback, even the most well-established boards can get caught up in the moment. I’ve seen situations where individual directors and board chairs put extraordinary time and effort into their service. Many seemed to view their involvement as more of a calling than a volunteer position. The board’s role was taken seriously. The legal governance rules and regulations were in place. Ethics were elevated in board discussions. And yet, without gentle and reasonable pushback from individual directors, the board chair has absolute say.
The power dynamics on a board shift and warp according to the people involved. Sometimes directors see their board service as a path to some sort of power, and questioning the chair’s version would sideline them from the inner circle. Every board I’ve worked with has directors who consciously or unconsciously scramble for inclusion in the Inner Ring. (“I believe that in all men’s lives at certain periods, and in many men’s lives at all periods between infancy and extreme old age, one of the most dominant elements is the desire to be inside the local Ring and the terror of being left outside.” C.S. Lewis https://www.lewissociety.org/innerring).
Sometimes directors are tired or distracted or overextended in their commitments, and it is easier to accept the story they are told. But, one of the unstated responsibilities of directors is to investigate, to question, and to be curious about things that don’t seem right on the surface. To not always accept what you’re given. Even when there’s no imminent crisis, when directors fail to deploy their curiosity or otherwise investigate, they fail the organization. Moreover, accepting a board chair’s illiberal decisions does no one any good in the long run. Even if you think the chair’s version must be correct, it is still important to understand what happened and why. Every powerful position needs a check on its authority.
Uneven board power dynamics and asymmetrical access to information makes it easy to follow rather than lead. And it’s hard to prevent an abuse of authority. But every board member has a duty to investigate when something doesn’t seem right or answers are not forthcoming. Otherwise, the board becomes a tool to reinforce bad behavior, prevent accountability and break the trust of those who work for or support the organization.
First published: March 24, 2023 at 6:58 AM