What is the Chief Staff Officer's Role in Board Succession
Planning?
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I have had discussions with over a dozen Chief
Staff Officers (CSOs) who, during their careers, found themselves
in a situation where they volunteered to vacate their position,
or were “urged” to do so. There appears to be one
common factor in these situations, one worthy of exploration.
In hindsight, all of these CSOs wished they had paid more attention
to three areas:
- Board succession planning
- Board orientation
- Board development
Board succession planning resulted in the most “I should
haves” from this particular group of association executives.
Why? It appears these CSOs paid little attention to board succession
- policy and processes in terms of who gets on the Board, qualifications,
and commitment levels were ignored. Some believed the bylaws were
specific in terms of composition and other related governance
provisions, and assumed that all governance matters were the responsibility
of the Board through the bylaws and related policies.
In most situations, the Board did not take the elections and/or
appointments process seriously. The CSOs and the Board failed
to consider improvements to policy and processes that would strengthen
the qualifications of those who were elected or appointed to the
Board. Board succession planning, to put it bluntly, did not exist.
In fact, some not-for-profit CSOs claimed they found it difficult
to attract Board members and, as a consequence, would leave it
up to members or other organizations making appointments to find
directors who may or may not be qualified to serve. Potential
candidates were provided with no information as to what competencies
and commitment were required of Board members. The CSOs complained
of working with weak Boards, and key competencies needed to fulfill
the Board’s roles and responsibilities were missing.
The closest some organizations get to a succession planning is
assigning the task to the Past-Chair/President or Nominating Committee
who often find themselves one month from a target date scrambling
to identify potential candidates. Most Nominating Committee’s
terms of reference need revision to reflect more formal succession
planning activities.
What is the CSO’s role? The CSO is very much part of the
organization’s leadership team and must take an active role
in supporting the development of Board succession plans and their
implementation. While CSOs are accountable to the Board, they
are also tasked with acting on behalf of members to ensure they
get the best value possible. This value extends to the quality
of planning, decision-making and delivery of the products and
services the organization provides. Development and implementation
of a succession plan requires the leadership and input of a CSO.
Where a Board succession plan does not exist, the CSO can educate
the Board on why such a plan is necessary and why policies and
procedures should be established. The CSO can bring forward a
draft policy and procedures, along with related information for
Board consideration. When a plan is approved, the CSO should support
the plan and the group responsible (i.e. the Nominating Committee).
Some organizations feel comfortable having the CSO as a member
of the group administering the plan - others have the CSO as a
member but with limited voting rights.
In reality, there are a good number of organizations where the
CSO is either delegated the task of acquiring Board members, or
the task of identifying potential members and providing the information
to the Board. Sometimes the delegation is turned over to the CSO
and the past Chair/President. Are these awkward situations for
the CSO? Volunteer leaders may sometimes hold the view that it
is not the CSO’s role to identify potential Board members.
In other organizations, the Board assumes the CSO understands
the knowledge and skills required for Board service and encourages
him/her to identify potential candidates for Board consideration.
Some CSOs are uncomfortable in the role of searching for potential
Board members and feel they should not be involved in this activity.
CSOs comfortable playing a key role in Board recruitment are often
guided by policies and procedures - they are part of the team
but do not have sole responsibility in this area. These CSOs want
input into the qualifications required by Board members. In their
view, their job will be easier if they work with a Board that
possesses all of the necessary competencies to provide leadership
for their organization.
Some CSOs say they have great Boards. At the other end of the
spectrum are those who say they have a weak Board. What I’ve
noticed in many instances is that CSOs who boast about the quality
of their Board are involved to some degree in Board succession
activity. There is no right and wrong in my view – there
are too many variables and too many different types of not-for-profit
organizations. At a minimum, I would suggest however that the
CSO should ensure the organization is on the leading edge in terms
of policy and practices for Board succession planning.
Where applicable, CSOs should urge their Boards to consider developing
a Board succession plan so that quality governance will continue
either by managed succession or in the case of an emergency situation.
One societal factor that demands attention in succession planning
is the fact that many not-for-profits have very young directors
or volunteers. And, the “baby boomers” will be withdrawing
from Board service over the next ten years.
There are too many unanswered questions around the role of the
CSO and the responsible group for Board succession. The establishment
of a policy and plan will provide greater clarity in this area.
Some of the activities that need to occur as part of succession
planning by a group are:
- Understand the role and responsibilities of the Board, the
bylaws, and related requirements;
- Begin work at least six months prior to the expiry of current
Board member terms;
- Ask those with satisfactory performance and eligible for reappointment
if they are willing to continue to serve;
- Undertake a competency assessment to identify the Board’s
needs based on members leaving and current deficiencies;
- Establish board selection criteria;
- Review the membership database reports to see which volunteers
have checked the “willing to serve” on the Board
box in the “willing to volunteer” section, or other
sources indicating specific member interest;
- Generate a continuous list of candidates willing to serve
on the Board and, based on criteria, those eligible for appointment;
- Interview potential candidates from the eligible list to see
if they would like to serve on the Board when a vacancy occurs;
- Provide potential candidates with access to information that
will provide them with an orientation;
- Provide an evaluation tool for prospective Board members
to assess their readiness. This can be helpful in identifying
their strengths and weaknesses in relation to the roles and
responsibilities they would face as a director;
- Use an evaluation tool to assist with assessing candidates
in terms of potential and motivation to succeed on the Board;
- If elections are required, provide the membership with the
official notice and include information on the Board’s
needs and criteria and ask those nominated to provide information
that will demonstrate their capabilities based on the Board’s
needs and criteria; and
- If the appointment is being made by another organization,
provide information on the Board’s needs and criteria
and ask the organization to find the best match or provide several
possible names for consideration.
Those responsible for Board succession should also ensure orientation
is provided and that Board developmental needs are addressed.
In some cases, these groups may also be involved in officer succession
activities.
Determining needs and Board criteria is perhaps the most difficult
task for a group. Board criteria can list necessary competencies,
as well as personal attributes, level of commitment and other
specific requirements. The CSO can play a key role in helping
to determine the potential competency gap. Information on Board
competencies can be found in Best Practices and Tools for Not-for-Profit
Boards, a CSAE publication. Included in the publication is information
to help a not-for-profit determine the competency gap.
While most are familiar with basic Board member requirements
such as strategic planning, finance, knowledge of an organization’s
business, governance experience, teamwork, communications and
decision-making, so much more is required. Reviewing the full
list of Board competencies will provide a more comprehensive list.
An association may, for example, require that candidates eligible
for the Board possess at least ten or more core competencies and
at least two or more of the competencies noted in their gap analysis.
Encourage potential Board members to visit your association’s
website and complete an “Are you ready for the Board?”
assessment – this will provide these individuals with a
basic orientation and will let them determine their own suitability.
Why put potential candidates through this you might ask, when
it is already a challenge to find volunteers to serve on the Board?
More effort in succession planning will result in a stronger Board
and a stronger association, where volunteers serve in areas best
suited to their ability. Remember, not everyone wants to sit on
the Board - some members are “hands on” and may rather
serve on a committee or task force, or volunteer their time to
do a presentation.
More and more not-for-profits, historically engaged in “Board
election only” processes, are starting to appoint directors-at-large
to close competency gaps. Organizations that make regional appointments
to a national or provincial Board will benefit if they invest
the time to seek out candidates who meet the appropriate criteria.
Where a suitable candidate can’t be found, the succession
planning group can be called into action to identify potential
candidates.
A good board succession plan will help to ensure that, collectively,
members of the Board have the knowledge and skills necessary to
govern with excellence and lead their organizations to even greater
success. And, better leadership at the Board and staff level will,
of course, benefit the entire membership.
Others have learned the importance of paying attention to the
quality and fit for the Board and, as a CSO, the need to play
a leadership role in succession planning, orientation and Board
development. If applicable, I urge to you put Board succession
planning on your “to do” list.
This column features innovation and practical solutions applied
to trends, issues, challenges and opportunities for the association
community. Column editor Jim Pealow, MBA, CMA, CAE is a consultant
and the CAE Education Program Lead Instructor/Coach for CSAE.
He can be reached at jim@amces.com.
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