161. Governance — “Seeing that things are run properly”

In his book Corporate Governance. Principles, Policies and Practices (Oxford, 2012; second edition, page 4), Bob Tricker observes that “executive management is responsible for running the enterprise, but the governing board ensures that it is running in the right direction and being run well” (my emphases). If management focuses on running things, the governance body applies itself to running things properly. Although he articulates this principle in the context of corporate governance, I think it has broad application as well in defining the relationship between management and governance within non-profit agencies. “Right direction” speaks to the issue of mission advancement and “being run well” describes the policy framework within which management have authority to operate.

Defining precisely the boundaries between “running things” and “running things well” requires careful discernment and a clear understanding of the agency’s traditions and values (i.e. culture). Carver’s approach to board governance places great emphasis upon the proper definition of this interface. The board establishes the “ends” the agency must accomplish in order to fulfill its vision and then sets “limitations” or parameters within which the management leadership can operate to achieve the ends.

Regardless of the size of the agency these various elements have to be distinguished, even if the board is a “working board.” Board members need to know when they are acting as management and when they are exercising governance. Confusing these roles creates chaos within an agency. In the context of churches board work ensures that the agency is running in the right direction and being run well. Yes, the lead pastor, often is a board member too and his role as board member also entails this mandate. He wears this hat at board meetings for the most part.

Board members also have to respect the fact that they have hired the lead pastor to “run things.” So long as he does this within the boundaries of the mission, vision, values, bylaws and board policies, then the board should support his leadership.

The board can only discern whether things are running well and in the right direction through continual evaluation of their own work, the lead pastor’s performance, and the various programs that the congregation has approved. In some cases their evaluation can be based on written reports (e.g. financial statements), but in other cases the board will have appoint task forces which include board members in order to discern the effectiveness of these programs.

Where does a church board chair fit into this complex relationship? The chair should not be “running things.” That is the lead pastor’s responsibility. When there is no lead pastor, then this situation obviously will need some adjustment temporarily. However, the chair is the board’s representative, ensuring that board policies, etc. are being implemented appropriately. So the chair is vitally interested on behalf of the board in whether things are “running well.” The chair can only do that when necessary information is shared by the lead pastor. When the chair discerns that the board has a gap in its policy and this is creating confusion or risks of other kinds, then the chair informs the board and leads them in developing appropriate policy.

Similarly, a board chair needs to know whether things are “running in the right direction,” i.e. achieving the vision in line with affirmed values. If the lead pastor thinks a new ministry should be established, the board chair works with the board members to discern whether this will enable the church to keep “running in the right direction.” Discerning “the right direction” is board work.

If the board chair perceives that things are not running properly or running in wrong directions, then the chair has moral and organizational responsibility to inform the board so it can act appropriately to correct things. The board chairs have to inform themselves about the congregation’s mission, vision, and values, as well as board policies and general, theological understanding of the church’s purpose, so that they can sense when things are going awry, as well as celebrate when things are running in the right direction.

Sometimes a board chair has to be a whistle-blower, however uncomfortable that may be. The chair enables the board to steward the trust the congregation has placed in it to achieve the mission. It is a betrayal of that trust for a chair to allow a board to ignore impropriety and misguided attempts to alter the vision without due process. The chair is not to be obstructionist, but rather to be the voice of the board in the expression of board mandate and policies.

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