Deb Callahan, CAE
Deb Callahan, CAE, is the CEO of the National Fenestration Rating Council in Greenbelt, Maryland.
In order to create a conscientious board and challenge traditional thinking, it's important to gain trust and create an open dialogue with both opponents and proponents.
Maybe you've heard both of these before: Don't rock the boat, or we've always done it that way.
When it comes to boards and governance, traditional thinking can be ubiquitous and limiting. As association leaders who build high-performing organizations, we realize that standing still is not an option. But changing the status quo also means challenging the status quo.
Since our inception in 1989, the National Fenestration Rating Council (NFRC) has had a conscientious board of directors. Our association is in a specialized industry, which administers the only uniform, independent rating and labeling system for the energy performance of windows, doors, skylights, and attachment products. We also have limited "bench strength" that requires the board's routine involvement. At one point NFRC was short-staffed that we relied on the board's acumen and technical expertise to build the window certification and ratings programs, which are now our hallmark services to the public.
We grew quickly, fueled by the energy efficiency movement of the 1990s. NFRC amassed members, staff, and funding, so that by 2006, we had internal meetings, membership, and marketing departments. Finance, which was once outsourced with oversight from the board treasurer, was also brought in-house. Accordingly, the board's involvement in daily operations became obsolete.
If the staff was the heart of NFRC, then the board was its soul. How could one evolve while the other did not?
Nevertheless, the roots of governance issues run deep. Although broached periodically, the need to realign NFRC's board structure to keep pace with its growth failed to gain traction. As we continued to grow, best practices fell by the wayside.
Fast forward to 2016. I rose from COO to CEO. Under my leadership, our staff chose the theme "turn the ship around" to convey its commitment to progress. Still, there was a disconnect. The board expected advancements from staff, but it resisted exploring its own growth. If the staff was the heart of NFRC, then the board was its soul. How could one evolve while the other did not?
NFRC had 22 board members, including 12 voting members and eight ex-officio members. The number of voting members never changed and reflected a balance of NFRC's members: manufacturers, laboratories, higher education, and energy-related nonprofits. The ex-officio member configuration, however, needed adjusting. NFRC's bylaws allowed for ex-officio members at the board's discretion, and usually when a committee was formed, its chair became an ex-officio member.
The salient issue was the lack of turnover on committees. This resulted in a lack of term limit enforcement and left some ex-officio members holding board seats for up to 14 years. Moreover, staff performed work previously done by committees, and several committees were managing details rather than the core elements of our certification programs.
In one sense, ex-officio members could be viewed as unwarranted, but they were talented and willing to serve. Was it fair to remove them?
Answering this question required me to initiate some candid conversations. I started with the board's governance committee chair and NFRC's legal counsel. They also saw the risk for our board to lapse into groupthink and become set in its ways, so we proposed a solution that included:
We presented this plan to the eight-person governance committee, which includes four ex-officio members. I anticipated resistance but encountered little. The committee conceded the need for change to assuage concerns regarding scope of influence of our board. They also embraced the advisory group concept.
We reached consensus and success. The recommendation was unanimously approved by the board in September 2016, and an open dialogue was created between both opponents and proponents. Changes will be implemented this year. We made a thoughtful case for change which allowed us to preserve the best parts of NFRC's ex officio structure, while embracing new opportunities for growth and leadership development.