The Board's Song Sheet
and the reasons given for not using it

Fredric L. Laughlin, DBA

This article provided by the Engstrom Institute

We might say about a well-organized group that its members are "singing from the same song sheet." Wouldn't it be great if we could say that about most of our governing boards? Sadly, we probably can't—not for a lack of talent among the board members, but often for a lack of the song sheet itself. Why is that? Often because the "song sheet" for boards is a Board Policies Manual (BPM) and most of us have an aversion to "manuals." Yet when it comes to good governance, few actions have stronger endorsements from experts than the development and use of a BPM. Authorities like John Carver and Bob Andringa don't simply recommend comprehensive BPMs for organizations; they insist on them. Andringa points out that a good BPM provides:

• Efficiency of having on-going board policies in one place

• Ability to quickly orient new board members to current policies

• Elimination of redundant, or conflicting, policies over time

• Ease of reviewing current policy when considering new issues

• Clear, pro-active policies to guide the CEO and staff

Why then do so many boards operate without a BPM? Here are a few of the reasons we have heard from board members:

1. We don't need them. Many boards believe that their policies are well-known and that documenting them would be a waste of time. This "we-have-always-done-it-this-way" mentality often comes from those senior members who like the oral tradition and want other board members to rely on institutional knowledge rather than clearly written policies. Such dependence on these "in-the-know" people is neither right nor safe.

2. The CEO doesn't need or want more clarity as to the board's policies.It is not uncommon for CEOs or their staffs to see the documentation of board policy as limiting their authority. However, the purpose of a BPM is not to hamstring a CEO, but rather to give him/her freedom within broad policy boundaries. Good CEOs see the value in this kind of clarity. They don't have to guess at the boundaries and they needn't wonder about when they are within the board's policy framework. As for the CEO who prefers to steer the organization without any limitations, a dutiful board would be wise to remind the CEO who has the ultimate fiduciary responsibility. Advice for the board: Good boards don't hire CEOs who resist reasonable limitations.

3. Because we are required to minute our meetings, a BPM is redundant. Most board minutes are written in a general, narrative fashion. Board actions, however, usually reflect ad hoc, time specific decisions. Thus, minutes from past meetings constitute a very poor library and using them to research policies is clumsy, inaccurate, and inefficient. A quick review of minutes written over ten or twenty years will typically show that today's board is re-inventing the same wheel or actually contradicting earlier board policies.

4. It's too much work. Writing a BPM need not require an extraordinary effort. Using a template or an example of a manual from another board, a knowledgeable senior staff person or veteran board member can normally produce a good working draft of a BPM in 10-12 hours. Once a board has the working draft, it can begin to flesh out or tighten its policies and begin using the manual for the desired purpose.

5. Many of our board documents just gather dust anyway.That may be true of the Articles of Incorporation or the organization's Bylaws. But effective BPMs are always a work in process, as the board is constantly adding, deleting, and modifying its policies.BPMs can refer to related documents like a Conflict of Interest Statement or a Strategic Plan, but well-written BPMs are concise (normally less than 15 pages) while still being comprehensive. Finally, good BPMs are not the limited domain of the General Counsel or the most bureaucratic board member. They are the purview of the entire board, and good CEOs will help formulate policies and work with board committees to ensure that they have the necessary coverage and clarity.

Both Carver and Andringa emphasize that good boards speak to the CEO and the staff with one voice—that "voice" being articulated clearly in writing. Yes, in a BPM. A board that tries to operate without a BPM is flirting with miscommunication and confusion. No board wants to hear that its CEO and the staff are singing from different song sheets. Why then should that accusation apply at the very top of the organization, i.e., at the board level? Not for the reasons above and not for reasons that the best minds in the business can think of.

We may have an aversion to manuals, but we should have an even greater dislike for discord and lack of harmony on a board. A little investment in developing and maintaining a BPM will go a long way to keeping a board in tune with itself, its CEO, and its many stakeholders.

Fredric L. Laughlin, DBA is co-author with Robert C. Andringa of the book entitled Good Governance for Nonprofits (American Management Association, 2007). The book includes a template for a BPM and a detailed explanation as to how it can be tailored for a specific organization and its board. In Appendix B of the book is an Internet link where the template can be downloaded in MS Word format.