Introduction to Employing Differences

[00:00:01] Karen: Welcome to Employing Differences, a conversation about exploring the collaborative space between individuals. 

[00:00:08] Paul: I'm Paul Tevis.

[00:00:10] Karen: And I'm Karen Gimnig. 

[00:00:11] Paul: Each episode we start with a question and see where it takes us. This week's question is, how do we select a board? 

The Importance of Board Selection

[00:00:19] Karen: So this is a thing that comes up in organizational formation. The consequences of it show up and live with us for years, decades beyond, throughout the life of the organization. I think sometimes we think about it a lot in organizational formation stages, but we end up thinking about it later on when we go, wait, why is this thing happening? Why is this going wrong? And if you look at the structure of the board, it's actually pretty predictable. 

Types of Boards and Their Functions

[00:00:50] Karen: So what we're talking about here is like a board of directors or a council or a steering committee where you've got a larger group of members and then there is a smaller group that are the primary decision makers might be called the leadership team, although I'm not sure how much leadership they're doing, but they're making decisions on behalf of the group. We do this because if everybody had to be part of every decision, we'd never get anything done. And so this idea that there's a central body that knows the organization well enough. That we empower them with the authority to make major decisions and maybe most of the decisions in some cases. So when we're talking about a board, that's the kind of function we're talking about. And of course there are lots of variants of how that goes. But if you're working for that kind of role, how do you structure it? And in particular, what we wanna talk about today is who gets to be on it? How do we decide who is on the board?

Challenges in Board Selection

[00:01:51] Paul: And to be clear, you know, sometimes we jump back and forth between things that are true sort of in the community and in the, volunteer organization sort of space and also in the business space. And we're really not talking about that second type of thing here, because by and large these days. In most businesses, who's on the board is people who have put a lot of money into investing in the organization. That board is not really intended to be representational of the employees or necessarily of. The organization, the population that the company is serving, although not always, right? You do see that in certain types of corporations where they are actually intending to represent the members, but that's really what we're talking about here, is we're talking about an organization where there is some group of people that makes it up. Either the people who live in the community, the people who are part of this hobby, or this volunteer organization or things like that. There's a centralized decision making authority. That's probably required by your org structure in some way. And that's gonna steer in a lot of cases the organization. And it's supposed to be the stewards of the organization's financial resources, of its image, of its things like that, and really the question is like, if you want that body to be representative, to represent the members. How do you decide who those people are? Because it turns out, and Karen and I do a lot of work in this type of space, we see a lot of different ways of doing this and they have different strengths and different drawbacks. And a lot of times people don't realize there are options, so we wanna kind of walk through some things that we've seen. 

Self-Replacing Boards

[00:03:26] Karen: So I think one of the really common ones is a self replacing board. So you get a board. However, you get the original board that, who knows how that happened, but somehow, perhaps by vote or some other agreement, you get an original board. And once you have that board of however many people it is the way that new people join that board. Or in fact, I think the thing that would make someone leave other than their own choice to leave is a decision of that board. So we may have a hundred members and a five person board, and if the board decides that they want a sixth person or somebody leaves, so they need to replace somebody, the board decides themselves who that next person is gonna be. They may have a nominations process, they may get input or not, but at the end of the day, the thing that takes somebody from not on the board to on the board is a decision of the board. That has the advantage that it's pretty simple. You only have to get five people to show up and vote, and you've got a new board member and that's great. And I think it works pretty well If basically what happens is people who wanna be on the board are on the board because it's not super contentious. For a lot of groups, getting enough board members to do the job that is the board is the hard part. And if that's the case, then making it easy to turn them into a board member is a good idea. And so there's a lot of efficiency in that and it can work out okay, but it runs the danger that the board gets out of sync with the group and there's nothing in the structure that's gonna resync them up. Because the board will always be made up of what the board thought. So for example, if there's a board that is super tight with the budget all the time, that is their philosophy and they think that's important to the survival of the organization. And somebody says, I wanna be on the board, I think we should spend money all over the place. Well, they're not gonna get elected to that board, right? So the organization is gonna be perpetually stingy with money. Because value gets carried on in how they select new members. Unless they're basically just rubber stamping and then kind of doesn't matter what structure you have because any structure would select the same boards if you're just in a rubber stamping kind of way.

[00:05:44] Paul: I think there's, I love the way that you described that of like, if there isn't a way for the membership of the boards to sort of sync up with the organization that they can really, I'm picturing these two ships just kind of parallel and then drifting apart. When, you know, if it's not the case, for example, that your board members are elected by the membership on a periodic basis, if they are more in this self-selecting process, then it's very easy for that kind of drift to happen. Now there are like, I think things you can do about that. For example, I've worked with boards before where, they have a nominations committee where the committee is going to nominate a slate of people, to be approved by the membership and so it's just a simple up down is this, are these the new people who are gonna be, following up on this sort of next set of terms. One of the things that can really help with that is for the nominations committee to actually be very open about what they're looking for, to share out with the membership. We are looking for people who bring these perspectives. We want these skills, we want these things to be in there. And by communicating those things out. And those things may actually change over time, right. And then there's an opportunity, obviously, you know, you can go to your board buds and say like, Hey, I saw that, you know, in this last round you weren't really looking for people, who had this. And I think that's important to the organization when the nominating committee is transparent about what they're looking for. It can create some dialogue. So that's one way that you can kind of sync. It's not a structural mechanism. It's more of an influencer or a social mechanism to help keep those two things in sync. But at least there, it's not the case that the board is just kind of announcing this new person on the board or this person's been placed under that person. And then you're going like, well, why is that? 'Cause I do think that can lock in much more of that. Sort of membership identity group board identity split that you've laid out. 

Member-Elected Boards

[00:07:42] Karen: So I think you've mentioned now the next category that I think we probably talk about, which is the members elect a board and that has exactly the advantage that you just described of the members can say, Hey, that board is not aligned with us in anymore, or for whatever reason, and we're looking for new people on the board, and they can elect new folks. And this could include some continuity structure in there. So one of the dangers of that is if you elect a new board every year, that suddenly you have a whole bunch of people who have no institutional knowledge and you've just got a new slate, you can protect against that by a structure that says you elect out of a slate of six. You elect two every year so that you automatically have a rotating thing. So that still leaves the power with the members, but they have to change the board direction more slowly. And there's a certain amount of use to that. Stability is a nice thing in any organization. So there's that piece and it's pretty efficient. Because, you know, you send out a ballot, there could still be a nominations committee. That conversation that Paul, you were just talking about still absolutely can be in play. All of those things that help us have better conversations can still happen, but at the end of the day, the thing that turns you from not a board member into a board member is a vote of the membership. 

[00:08:55] Paul: I ended up in a situation where I got elected to an industry trade association board. It was a small industry because there had been some people had resigned from this board and like two other people I knew were going to be running and they said, well, there's a third spot open. We think that it would be good if we ran as a slate, you know, kind of a, a sort of thing. And so I ended up on this board. With no real contact with the membership a whole lot. I was kind of, it was a very strange situations to be in. And when you have a board that is just directly elected by the membership. It can lead to people who are elected with what they think is a particular mandate to make a certain thing happen that isn't necessarily in line with the rest of what the board has been trying to do or the organization has been trying to do. So it's like, we talked about how, having the self replacing board can lend itself to a lot of stability, but also to sort of ossification. You can also with a member selected board, go to the other extreme of we don't have a lot of stability here. We're like year to year, it can be really challenging. I think that's the case where if this is an organization for example, that has a professional staff that reports to the board. Then often it falls to an executive director or that staff to provide some of that long-term view and that stability. And if you don't have that, I think that sort of churn can be a real problem. I'm not saying it's always going to be, but that is one of the pitfalls of that type of structure. 

[00:10:27] Karen: Yeah, I think another pitfall of that kind of structure is that. The members of an organization, depending on what the organization's like and what the members are like and how many members and all that kind of thing. But the members of the organization don't always know very much about how it's organized or how it's run or what's needed to run it well, or what's missing from the board. So you can get to a place that is either a popularity contest or maybe even worse, that you get people who know nothing. I'm a member of I wanna say, there's a co-op that I'm a member of. Because I get some discounts when I shop there, and they send me a ballot in the email once a year so that I can vote for board members. I recognize no names. I know nothing about these people. And so I pick because, you know, John is a fun name and I like it. Like how do I even know? But that's what's determining the board. So if you've got that distance between the membership and the activities of the board, this can be a dangerous approach because you don't actually want your board selected without some kind of reasonable criteria that aligns with the mission of your group. And the other significant danger that I think is in play, more likely in the opposite case, where it's a fairly smaller, tighter, we do all know each other group is factions. And so you get people with factions and lobbying, and going around and saying, Hey, vote for me because, or vote for my guy because, or that kind of like us against them kind of energy. A majority vote will decide who's on the board, but it doesn't give you any unity behind whatever mandate they think they have. And in fact, the whole process of that sort of lobbying and campaigning can create pretty significant rifts that are hard to get out of. So you know when it's going well and we've got, you know, a set of board, a slate of potential board members, and we just all vote for them because we have three slots and three people and that kind of thing. Great, but if we've got five people and any three of them would be fine with all of us, great. But when we're in that other situation where there's a really strong divide of direction and it's, you know, 51% vote one way, that can get pretty ugly. 

[00:12:43] Paul: And, a lot of ways the, I mean the challenge here is in what we've just kind of described, is in, both ends of the spectrum. If the membership is divorced from the running of the organization on a dayday basis. That's where things can be problems, right? In the case where they're electing people but they don't really know what the board does or how the daily operations, we can run into these problems. Similarly, if the board has kind of diverged from the membership and the membership also doesn't understand what's going on, that's a problem. But the reason to have a board is that so you don't have everybody needing to pay attention to all the day-to-day running of the operation of everything all the time. And so like staying connected, none of these structures really like absolves you from. The responsibility to stay connected as a member, but also recognize that you have actually authority delegated to this group to do things that tension doesn't go away just because you pick one way of selecting a board versus another.

[00:13:39] Karen: And I think we're gonna talk in the next episode a little bit about kind of the relationship culture side of this, but I do wanna give one more example of a means of selecting a board. 

Sociocracy Approach to Board Selection

[00:13:49] Karen: This comes out of the work of the Sociocracy approach to organization, and it is a very thoughtful selection process, and I will go over it very, very briefly. But essentially the group that will do the selecting, whether it was an internal board selection or a vote, or an all members board selection. Rather than voting, what they do is have a conversation effectively about. Who we think would be good. Like first, what's the criteria? What do we need on the board? And then there's a nominations process where everybody nominate a person, or if it's multiple positions for a board, it might be multiple people, but everybody makes their nominations. Before they know who anybody else is nominated so that they're not influenced by everybody else in the first round. And then they share that I nominated this person because they have these things related to the criteria that we've just agreed to. And then there's a second round where people can change their nomination. Like, oh, I heard what you said about Sally. And I am really impressed by that and so I am changing, and now I am nominating Sally. And out of that, a facilitator makes a proposal for, you know, we're gonna choose these people. And then there's an objector consent vote. So it's close to consensus. If you don't know sociocracy, it's similar in some ways to consensus. But it's a very, we talk about things, we think about criteria. We're very thoughtful and we're being collaborative, and it's a mechanism that forces that kind of deeper conversation.

[00:15:17] Karen: Won't say it can't still go sideways, but it, within the structure it's the least efficient. And in some ways, or can be certainly, but it's also gives you the most information, the most exchange, the most dialogue. So the richest sort of. Bit of content that can guide you to a selection of a board member, which works if your group is small enough and close enough. I would not wish to do a selection process like that with 2000 people in various countries and states like it wouldn't be, it wouldn't make sense there, but I've done it in a group of 30 who are selecting a board and that absolutely can work. 

[00:15:56] Paul: We talked about that. Particular structure back in episode 209 and because this is very connected to the idea of delegating off to a task force. And the question, you know, who will do this? And this is kind of a fundamental, like who will do this? Where this is the sort of steering and governance of an organization. And as you're right, like if you have 2000, 25,000, you know, members, that's probably not a viable way of doing it. But going back to the idea of like, you could do that within. Sort of a nominating committee, right? Or even with the board self-selection thing, where you're actually very upfront with your membership about these are our criteria, like an important part of that process is saying, this is the criteria that we think are important, and then sharing sort of the results of that discussion. Right? This is the kind of, you know, the thing that boards can do to gain more trust from their members is showing their work. Here's what we said we were gonna do, here's what we actually did. And you're feel free to give us, feedback on the way that we went about that. And that's one of those ways we can create that dialogue. But as you said, like we really want to get in, I think in our next episode into sort of that relational cultural space around this. 

Conclusion and Next Episode Preview

[00:17:03] Paul: To sum up, we're talking today about boards that are responsible for the steering and governance of a community of an organization. That's really made up of its members and is intended to represent members interests and needs and things like that. So not necessarily the board of directors of a corporation, and really the question of how do we decide who is on the board? There are a lot of different ways that we can do that. At one end of the spectrum, you have this notion of the board self-selects, right? Self replaces itself according to its own rules, which may or may not be encoded in an organization's bylaws. They may be flexible, they may be relatively fixed at an organization's founding, and we go through from there. They may do that through some sort of committee. They may do that, or they may actually replace board members through an election by the body and by the members of the organization. All of those ways of doing things have their own challenges. That fundamentally comes from this place of, if a board is expected to be representative of its members, what are the things that the board needs to do and the members need to do to make sure that still happens? Because the selection process itself doesn't necessarily guarantee that. 

[00:18:15] Karen: And that's gonna do it for us today. Until next time, I'm Karen Gimnig 

[00:18:19] Paul: and I'm Paul Tevis. And this has been employing differences.