Much is written about thinking like a CEO or manager, but, I want to challenge you to think like the director on a board.
There are three duties that each
director on a board is tasked with when serving an organization; obedience,
care and loyalty. But, beyond this and partly because of this, the
board’s creativity, passion and forward thinking are what will make a difference
in the strategic direction and mission of an organization.
Duties may seem like a restricting
word, but, everyone needs to know the parameters of their focus and these are
the ones that apply to directors.
Duty of obedience
Each director is to look to the best interest of
the organization and deliberate on decisions before the board with that in
mind. First, all applicable laws should be adhered to, ensuring the ongoing
viability of the organization. This would include, compensating
employees, paying taxes, filing appropriate documents and ensuring that the
resources of the organization being used by members of the board are being used
to further the interests of the organization. Ensure accounting,
including audits (if necessary) are completed in time and reports available to
the board and to the public, should anyone request them. And finally,
establish proper policies and bylaws to create a smoothly running corporate
machine.
Duty of care
Again, looking to the best interest of the
organization, a director is tasked with providing the proper mindset for the position. This would include, using their personal skills to better
the organization, reading materials and deciding on matters using a thoughtful and prudent
manner. Attending board meetings and ensuring your voice is heard during such
meetings as well as voting on motions. Understanding the finances of the
organization and/or recruiting new members who do understand finance to provide
an additional knowledge base to the board and provide for proper succession
planning. Remember, you probably won't be on this board forever, most
have terms of service, and you want to provide the organization with qualified,
engaged individuals.
Duty of loyalty
Guarding the organization against fraud, scandal,
etc., which is an awesome responsibility. To that end, conflicts of interest
should be made known to the board and the director should refrain from
discussion and voting on items that could have bearing on a conflict of
interest. One’s own gain is not to be considered when performing their
duty as a director.
While directors on boards of for profit
organizations receive compensation, few do in the not for profit, charitable or
service sector, hence, the dedication, diligence and determination to do a job
well stem from something other than monetary gain. You bring your experiences, your skills, your passion and you use those things along with that of all other board members to develop strategic plans and guide the affairs of the organization.
Boards hire a CEO, Manager
or Executive Director to fulfill the strategic direction of the
organization. And to do that, they look for people with specific talents
and skills sets. But, these hires do not work from their own agenda, nor
do they set the strategic direction of the organization. What they are
responsible for is the staff, to execute the strategic direction and the
ability to implement someone else’s vision.
So, if you really want to see the
larger view and think far beyond the direction a CEO has received from the
board, think like a director of a board.
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