Research and Revolution in Governance Restructuring
ASSOCIATIONS NOW - VOLUNTEER LEADERSHIP ISSUE,
|Summary: Research on association-governance restructuring sheds light on the success factors for obtaining buy-in from members and building stronger organizations.||
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These days, people often ask, "What will it take for leaders to be more accountable?" The association community takes care to ensure that effective and ethical leaders are in place in the top staff position and on the board. But there is something more that association leaders are doing to hold themselves accountable.
A quiet revolution of restructuring governance is underway.
The new economy is driving the current wave of association restructuring. Responding to new member needs and the imperative to change rapidly on an ongoing basis, associations are recalibrating their internal control systems. Common reforms include
- Shrinking the size of the board;
- Moving from representative to leadership governance;
- Altering bylaws to give the board broader authority to act quickly without having to go back to membership for a vote;
- Establishing a board-chair succession ladder for continuity in the CEO/chair relationship;
- Altering policies to give the CEO broader authority to act quickly without having to go back to the board for approval;
- Shifting board focus away from serving special interests and micromanaging the CEO.
As these reforms indicate, an effective governance system is imperative to organizational agility, and volunteer leaders shape the future of their associations by leading governance reform. When board chairs and their chief staff executives reflect on their experiences of successfully leading their associations through change, a common pattern emerges. There are three distinct phases of restructuring governance: planning, modifying, and implementing.
Understanding the Phases of Restructuring
|Research On Restructuring|
Methodology. Seventeen associations were surveyed in June and July 2005. Thirteen hours of telephone interviews were conducted, capturing close to 150 pages of information. Chief executives (12) or their executive staff designee (5) were asked open-ended questions about their restructuring process (i.e. describe the process, what contributed to success, and what the challenges were). They were then asked specific questions about the structure of the association and the board.
Demographics. Eleven associations were selected from an American Society of Association Executives (ASAE) listing of organizations with membership size of 2,000–5,000. Of these eleven, the average size was 3,300 members. Nine had undergone restructuring within the last five years or were in the process of restructuring. Seven were successful, one not, and one somewhat so. The average age of these organizations was 59 years under their current form (several were formed by mergers decades ago), with one at 20 years, four at 40 years and the other six ranging from 50 to 103 years. An additional six, outside the designated size range, were selected. One was a smaller organization with 650 members. The other four larger organizations ranged from 6,000 to 220,000, with an average size of 51,600 members. Five had undergone recent restructuring—four successfully, one not. The average age of these organizations was 62 years.
Board Size. The average board size is 19 for the sample of eleven and 20 for the sample of six, once the three large mega-boards (60 and 160 in the sample of eleven, and 120 in the sample of six) are replaced by the size of the executive committee, which is the de facto board in those cases. In some cases, even earlier restructuring had brought board size into these ranges, and was welcomed by membership in all but one case. Executive committees tend to be 5-8 individuals. Three-year board terms are most common (roughly half), with four at two years and several at more than three years. The maximum years that can be served under consecutive terms ranges from 4 to 12 years.
A recent survey (see sidebar) was conducted to examine trends in governance restructuring as well as the success factors for obtaining membership approval of these changes. One of the most striking conclusions of the survey is the identification of three distinct phases of restructuring. With remarkable consistency, each change process extended over a three-year time period, with each phase taking roughly one year.
Three years in total may seem like a long time to a volunteer board member, who has typically made a one- or two-year commitment. However, in the larger life cycle of an organization, it represents a fairly condensed period of change. Plans for change that were shorter than three years most often did not succeed, and with hindsight, disappointed leaders said they wished they'd taken longer. Volunteer leaders play a role in each of the three phases of restructuring governance. However, that role changes with each phase. The purpose of each year in the process is different, and so is the principal agent of change, and their scope shifts accordingly (see chart below).
Phase I: Planning
During the first phase of restructuring, volunteer leaders and the chief staff executive come together around the idea of change. Often initiated by the CEO, though sometimes by the board chair as a response to CEO frustration with the governance process, this first year is a time for leadership dialogue and for laying out plans.
Once it's in full swing, this phase involves a lot of board discussion, education, and outside assistance. Boards often bring in outside experts on governance and change, obtain environmental-scan data for the strategic plan, and engage a facilitator for board and workgroup retreats. There are four dialogues that take place in the first phase, each of which represents the beginning of four different plans.
1. Plan the plan. The first dialogue is within a small core group of four to five people, including the CEO, the board chair, a consultant, and typically one or two additional volunteer leaders, either the prior chair, next year's chair, or the chair designee for the year after next. The dialogue is about restructuring—from a high-level view—and lays out the framework for the initiative. The questions discussed include the following:
- Why are we undertaking restructuring (rationale)?
- What do we hope to achieve (vision)?
- How are we going to do that (principles and process)?
Attention to planning the plan—reviewing governance, strategy, and change principles—and creating charters for all the plans (which are described below) prevents derailing.
By laying out the ends to be accomplished—ground rules to be followed (including sequence and timing), leadership of each phase, critical participants, project governance, and a decision-making process—without prescribing a solution, the core group facilitates restructuring success.
"I think our success [in restructuring] was because of the level of commitment of the executive committee and board and [because we had] the executive committee drive the process," says Rich Diamonstein, former board chair, International Sleep Products Association, Alexandria, Virginia (ISPA). "Having the CEO familiar with how to go about a change process was also helpful." ISPA began the restructuring process three years ago in an effort to better define the organization's goals and strategies for serving its membership while also continuing to advance its industry as a whole during the 21st century. To accomplish this task, both the staff and board had to broaden their perspectives about ISPA. "I put a stake in the ground and said that the process is to listen. That was the framework for getting at the organizational model to be developed," says Dick Doyle, ISPA's president and CEO. "Restructuring is somewhat different than a strategic planning process."
2. Draft the plan for governance restructuring. The first year is intensive. In addition to planning the plan, the agenda includes dialogue about restructuring governance. This part of the process is usually very controversial. Although governance reform represents an opportunity for the association to more rapidly adjust member services so that they're more relevant on an ongoing basis, it nevertheless represents change, and change always encounters resistance. To ensure a sound process and at the same time to build trust, the governance workgroup (or committee or task force) has broad participation and input, includes the core group, and has a leader who is highly trusted and regarded as someone well above self-interest—often the prior or future chair. Note that the charge of the governance group is to look at the best design for the governance of the association as a whole. This is separate from "project governance" of the restructuring initiative, which is the charge of the core group as described above. In each of the survey cases, the governance group created a proposed governance structure well before the end of the first year. That proposal is the key link to phase II, when members have an opportunity to hear the proposal and provide feedback.
3. Develop the strategic plan. This plan will reflect improvements in services to members. Sometimes it's included in the work of the governance group; sometimes, it's left to the CEO to lead a separate group with participation and input from members. In either case, having service improvements as part of the package adds to the success of the restructuring initiative.
4.Put the implementation plan in place. The final element of the phase I plan is the implementation plan, which will be led by the CEO in the third and final year of change. Of all four plans, it's the one in the roughest form, but it's important to keep it in mind as the timing and communication components of the entire initiative are developed.
Phase II: Modifying
Whereas phase I is led by the chief executive in partnership with the board chair and the chair of the governance workgroup, phase II is led by the board chair and the governance work group in partnership with chapter leaders who are key supporters. "What's most important in the process is involving members," says Paul Novak, President and CEO, Institute for Supply Management, Tempe, Arizona. "Get outside input."
All of the association executives surveyed emphasized the importance of listening at this stage and of being open to new information that might not have been taken into consideration during phase I. A flexible response to both new information and reasonable concerns is critical to building support and to keeping detractors at bay.
The decision-making process is part of what is communicated and recommunicated at this stage. For example, if ideas emerge for improvements to the recommended structure, it's made very clear ahead of time how that's going to be handled. In most associations in the survey, the input went to the governance workgroup.
Sometimes along the way, after all input was gathered, the governance group worked to develop consensus again. Eventually, their final recommendation went to the core group, which then forwarded its own final recommendation to the board as a whole. Whereas the first phase of restructuring is more about information coming into the planning process, this phase is more about information going out to members to get input back for modifying and fine tuning the proposed new governance design. It's the product-test phase, and it can be very emotional, which is all the more reason to clarify the decision-making process up front. Those interviewed for the survey emphasized that while the first year of restructuring requires a huge investment of time, the second year calls for even more on the part of leadership and involves chapter leaders and the entire board, as well as the board chair.
In the case of the Air Conditioning Contractors of America, Arlington, Virginia, both staff and volunteer leaders devoted significant time and energy to promoting the benefits of a restructured governance plan to members. "I think part of ACCA's success was having three to four consecutive chairmen lock step with each other. We committed to taking one to two years to spend time with members one on one until they felt comfortable with the changes," says Larry Taylor, former ACCA chair. "I was away from my office 60 percent of that year [during my term]. My theme was building bridges. We reached out and pulled in chapter leaders."
The impetus for beginning ACCA's five-year restructuring process came from the economic factors affecting the industry. As the industry changed, it was important for ACCA to change with it to help prevent the association from becoming disjointed. All the same, ACCA President and CEO Paul Stalknecht knew he needed to anticipate objections to restructuring: "Be ahead of the game and have words ready for how you want to respond to the naysayers. At the same time, give [members] ownership [of the plan] without giving up your ability to impact the outcome and your ultimate decision-making authority."
Phase III: Implementing
The final phase of the restructuring process involves following the last steps of the decision-making process originally recommended by the core group and agreed upon by the board. By now, all of the input has been handed over to the workgroup (or groups) charged with designing a new governance structure and formulating a new strategic plan. The workgroup has made a recommendation or presented options either to the CEO, the core group, or the board (depending on the process). The chief executive has made final modifications to the plan and has approved it for presentation to the board. With successful restructurings, the board is able to quickly reach consensus on the proposal and speak with one voice in supporting the new governance structure to the membership.
The final phase begins when the bylaw changes that are required for the new structure are approved by the membership (or by the house of delegates, depending on the voting requirements of the old structure). It's remarkable to note that at several associations in the survey, chapter leadership voted themselves right out of office, since the new structure involved full-member voting in place of representative voting. In some cases, the old representative structures were retained as communities of interest, most often with an advisory role to the board. Once members vote in the changes, implementation is the focus for the better part of the third year and often into subsequent years, and the chief staff executive is the key leader. Many survey respondents emphasized that once the CEO began implementation, it was no longer a time to be flexible but a time to hold firmly to the new rules in order to be consistent with all members. That commitment to fair treatment to members was reinforced by chapter leaders who joined in as partners in standing firmly behind the board-recommended, member-approved new way of doing business.
Anticipating and Leading Change
In each of these cases of successful restructuring, the CEO and the board chair forged a partnership with each other and with volunteer leaders throughout the association. Together, they did the hard work of going on the road and meeting with scores of members, building trust and solutions while maintaining commitment to overarching principles of simplicity, civility, checks and balances, and member-centricity. These volunteers, like countless others across America, are strengthening their professions and trades, as well as our economy—sometimes at the expense of their own current roles—in order to position their associations for ongoing success.
Associations are ahead of the pack on governance reform. What looks like a quiet revolution may very well be evidence that associations by their nature are highly adaptive, leading indicators of the direction of organizational evolution. Stimulated by frequent cycles of volunteer-leadership turnover and stabilized by the cohesive overlap of member-owners, members on the board, and member-customers, the conditions for organizational learning are striking. However you label the trend, more and more associations are re-creating their constitutions to reflect self-evident truths—the fundamental principles of good governance. The new structures improve their organizational capacity to be agile in response to changing market pressures and member needs. The experience makes them stronger and wiser.
Faith Diehl is founder and principal consultant of the MetaDesign Group, Inc., Atlanta. Email:faithdiehl@metadesign group.com
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