Who Does Proposal 2 Work For? Not You

Proposal 2 for the 2017 National Council Session is a Constitutional and Bylaws Amendment that would establish the National Board Development Committee (NBDC) as a direct committee of the National Board. 

What does the NBDC do?   To paraphrase from the FAQ provided to national delegates:

• Analyze and give feedback to the National Board about its structure, skill sets, knowledge, and capabilities
• Review the National Board’s strengths and weaknesses and find future National Board candidates who will add to those strengths and fill in the gaps where there are weaknesses
• Establish an orientation program for new board members and to continue to educate current board members
• Establish procedures to evaluate the performance of the board and to ensure that it follows regulations

Who is on the NBDC?  Here’s what the Blue Book says in Article XII/National Board Development Committee, Nominations, and Elections (pg. 12-13) about the composition:

1. The National Board Development Committee shall consist of seven (7) members, including the chair of the committee; the CEO of Girl Scouts of the United States of America shall serve as an ex-officio nonvoting member. Between meetings of the National Council, the National Board Development Committee shall work in partnership with and report to the National Board of Directors.
2. At least two (2) members shall be members of the National Board of Directors and at least three (3) members shall be non-National Board members.
3. Members shall be elected by the National Council.

There’s more in the section about terms and how members are elected via the National Council, but these first three items sum up what the NBDC is all about.

So what exactly would Proposal 2 do?  The NBDC would become a committee of the National Board itself.  It would no longer be a stand-alone committee.  Technically it wouldn’t be working in partnership because it would be PART of the National Board.  It would consist ENTIRELY of National Board members and NO non-board members.   The National Council would NO LONGER elect members of the NBDC.  The National Board would appoint them instead.

I would like to offer up a few reasons to vote NO for Proposal 2:

ONE:

To start, let’s take a look at the National Board’s first rationale for this proposal as stated in the GSUSA 2017 Workbook (pg. 48):

This change will bring GSUSA in line with current governance practices in the nonprofit sector. The NBDC (variously known in other organizations as the Governance Committee or Board Development/Nominating Committee), is increasingly a committee of the board appointed by the board. BoardSource, a recognized leader in nonprofit board leadership with nearly three decades of experience in developing resources and research data to increase board effectiveness and strengthen organizational impact, has long held the belief that this type of committee is appropriately a committee appointed by the Board.

I went to the BoardSource website and found that their report called Leading with Intent: A National Index of Nonprofit Board Practices is their go-to source featuring their findings and recommendations about governance.  In fact, it’s referenced in the rationale for Proposal 1 at the bottom of pg. 36 in the Workbook.   You can download a copy of Leading With Intent for free from the LWI website.  BoardSource also publishes a summary of their recommended governance practices which is available as a free download as well.

I read through the reports and could not find where BoardSource recommended that members of this type of committee should be appointed by the board as opposed to one in which they are elected by the membership.   The report states that a governance committee should be part of a board’s composition or that its duties should be performed in some form or fashion, but it doesn’t say anything about how that committee should be elected or whether or not it should include non-board members (see BoardSource’s Recommended Governance Practices, pg. 5):

Leading Practices 15: Governance Committee. The board should either form a governance committee or ensure that the function of that committee is carried out.

Every board should ensure that recruitment is a continuous and deliberate activity of the full board. For most boards, a separate governance committee is the best structure to take the lead and responsibility for recruitment, ongoing board development, leadership development, board and board member assessment, and board education, and for ensuring that the board is equipped with proper guidelines and structure to do its work most effectively.

If there is a specific recommendation out there by BoardSource indicating that an all-board member governance committee is preferred over one with a mix of board and non-board members, then feel free to show me documentation.

TWO:

The National Board also gives its rationale as to why the NBDC should only be comprised of board members and not include non-board members:

To best perform these functions, it is helpful for all NBDC members to be board members, so that they are fully authorized to attend meetings of the National Board and engage in its work. Attending these meetings best enables NBDC members to gain an understanding of the nature of the work of the board, assess opportunities for development and involvement of board members, and source appropriate candidates for nomination. The work of the National Board requires discussion and deliberations regarding topics of sensitive and legal nature in which non-board members should not be included. During these deliberations non-board members are excused. It is not an appropriate use of NBDC members’ time and talents to invite them to board meetings and then excuse them from full participation. The National Board believes that these functions are best handled by board members who can fully engage and attend all board meetings. This participation gives them the closest eye to the needs of the board for board development and succession planning.

I have a few issues with this.  Shouldn’t topics of a sensitive and legal nature be discussed in an executive session and not in a regular board meeting?  This rationale makes it sound like these types of topics are a common occurrence involving the entire board.  I would hope this isn’t the case, because that doesn’t sound very transparent to me.  If the National Board is concerned about the use of NBDC members’ time, then why can’t it just make a note of when there’s going to be an executive session and let the non-board members know ahead of time?  Also, we’re talking about three people here, not twenty.  Can the other four board members on the NBDC not fill in the gaps where needed?

THREE:

Call me pessimistic, but for decisions such as this, I like to envision the absolutely worst case scenario and then test whatever is being proposed against it.  Say you’ve got a National Board that’s become corrupted or it’s extremely dysfunctional.   It would stand to reason that its committees would be suffering from the same fate.  Could a NBDC committee made up entirely of board members from this same pool be able to objectively and critically assess the issues and implement policies and strategies to reverse course?  How can we be assured that a committee comprised only of board members of this nature doesn’t just nominate candidates that narrow-mindedly support the same agenda as it does and in turn, the board becomes stagnant?

The pat answer to these questions is that the National Council votes in the board members, and if it feels like the National Board has become corrupt or the wrong people are being nominated, it can vote down the slate.  But let’s be honest.  The National Council, like most service unit delegates, just rubber stamps the candidate list.  Having a NBDC which includes non-board members is another objective point of view and a layer of separation other than the National Council.

FOUR:

While reading through the Leading with Intent report, I came across this quote on pg. 14:  “Finding board members is becoming increasingly difficult, according to chief executives.”  Here’s another one:  “Recruiting board members is getting harder. On average, nonprofit boards are recruiting for 3 positions.  58% of chief executives say it is difficult to find people to serve on the board, compared to 44% in 2012.”  So it would make sense to have a few non-board members who can concentrate solely on this task and who do not have to divide their duties between other committees as board members would.

FIVE:

And last but not least, it’s pretty simple.  It’s about power.  Right now the National Council has the direct power to vote for members of the NBDC.  Why would you hand that over on a silver platter?  Because that is exactly what the National Council will be doing if it approves this proposal.  How does this benefit the National Council?  As the National Board says in its rationale, the National Council still would have some say-so by voting for the slate of board members.  But that voice would be diminished.  GREATLY.  There would be no direct line to who would oversee the board, keep it in check, develop it, and revitalize it with new talent.

This might hit some of you in the wrong way, but I personally feel that if you willingly and knowingly hand over power to someone else, you’re either ignorant about what you’re really doing, lazy, or apathetic.  Once power is lost, it’s gone forever.  That in and of itself should be reason enough to vote no.

And if you’re still not sure what this is all about, take a listen!  And bust a few dance moves too.