<VV> RE - Board of Directors Job Discription

Darrin Hartzler dhartzler at verizon.net
Mon Feb 28 22:30:18 EST 2005


Hi all,
 
I read a couple of the posts about the board of directors and decided to
chime in.  My job includes working with boards of directors in a wide
variety of international companies.  I can add a few ideas about boards
of directors in profit seeking enterprises, but I do not have experience
with the board of a non-profit.  
 
That said, I suspect that alot of functions are very similar.
 
One observation that I can make about all of the boards of directors
that I have worked with is that revolutionaries are rarely welcome
because they tend to disrupt and make people feel uncomfortable, and
when a group of people are not comfortable with each other, they can
rarely get things done, resentments grow and personal issues become a
business issue.  I would imagine this to be doubly true when they are
all volunteers who are generously donating their time, as is the case
with Corsa.  So called "soft skills" are essential.  On any successful
board, people must be able to get along with each other first, which
does not mean that they do not speak up or disagree, just that they do
it in the spirit of cooperation and with respect for each other.
 
Here is my point (I did get there).
 
A lot of corporations have a sub-committee of the board of directors
dedicated to finding and nominating new members to the board when
sitting members retire or otherwise end their service.  It is a very
collegial thing and not democratic at all.  However, it works very well
in many cases because a well-run board understands its own needs and
finds people with the qualifications and aptitudes (and sometimes the
energy) currently lacking on the board.  All this, of course, presumes
good intentions and we all know that there are countless cases of abuse.
 
Section 1.6 of the Corsa charter authorizes a Nominating Committee, but
limits its function to advertising openings and presenting the ballot.
It is quite possible that the board members are already overloaded, and
it may make sense to have a smaller committee with a chairperson who is
dedicated to networking to find good candidates.  I would suggest that
the board analyze the vacancies and decide what they are looking for.and
then recruit those people or seek their candidacy.  I suspect this is
what happens behind the scenes.  That is not a bad thing.  On the
contrary, it is common sense.
 
It may be helpful in the future to prepare a specific "terms of
reference" for open seats which lay out the current needs of the
organization.  They can then seek out applicants whose experience meets
those needs.  The board can then ask the membership to select the new
board members based on those criteria (or not, if they so desire.this is
the democratic part).  Most reasonable people will respond to such a
request.
 
My hat is off to those who offer their time by submitting their
candidacy.and my sincere thanks to those have served or are currently
serving on the board.
 
Darrin Hartzler
Bethesda, MD


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