From traditional to strategic: transforming the board.

ASAE revitalized its governance system to ensure that the board would remain effective into the future.

Bound by tradition, any board of directors can become ineffective in meeting members' evolving needs. To prevent this stagnation and position itself to anticipate future needs, ASAE examined and revitalized its governance system by breaking old norms and embracing a strategic approach to governance.

This process stemmed from an overall visioning exercise in which ASAE engaged during the early 1990s. Through visioning, ASAE assessed what forces were driving changes in the association community and how those changes would have an impact on ASAE. The visioning exercise itself was a driving force of change for the association. The exercise concluded with the adoption of a vision statement describing the organization ASAE believes it must become to best serve the changing needs of its members: "Our vision is to be a worldwide leader and catalyst in inspiring association executives and their organizations to build and renew society." The vision statement is ASAE's destination as it journeys into the future.

From visioning to governance restructuring 

With ASAE's destination determined, road maps for reaching that point were required. One important road map was a strategic plan that includes work plans for the strategic goals, or critical service areas, identified during the visioning process (see sidebar, "ASAE's Strategic Goals"). The vision statement laid the foundation upon which ASAE's new strategic plan was built.

A plan setting out how ASAE should function as a society was another critical road map. Central to this examination was a look at how ASAE is governed. Indeed, at the conclusion of the visioning and strategic planning processes, the board of directors recognized a challenge: to assess ASAE's governance system and process to ensure the board's ability to provide the leadership necessary to advance the vision.

The visioning process raised questions about ASAE's governance system:

* What is the board's changing role as the governing body of an organization in transformation?

* How does the board govern ASAE and itself during ASAE's journey toward the vision?

* How do the directors on the board strike a balance between performing tasks required by law and being strategic thinkers and decision makers?

* What changes must the board make in how it operates to be more efficient and effective?

Evolution of changes

The governance questions were fueled in part by the organizational changes ASAE was undergoing and in part by the changing composition of the board. As ASAE's board became more diverse, so did the directors' expectations about the role of a governing board, the responsibilities of a director, and the purpose of board meetings and their agendas.

A governance task force was appointed in February 1993 to study the relationship of ASAE's governance to the vision. Recommendations came forth on ASAE's governance model and on board effectiveness, orientation, and evaluation. These recommendations were discussed at board meetings in 1993 and 1994. Between 1993 and 1995, two subsequent task forces analyzed certain governance issues in more depth and made further recommendations to the board.

What became the building blocks for transforming ASAE governance evolved over a three-year period. Parties to the decision making were three classes of the board as well as the current and past directors who served on the three governance task forces. During this period the board developed a philosophy about governance and took actions on board effectiveness, ASAE's governance model, and the roles and responsibilities of both the board of directors and its executive committee. As a result of these actions, ASAE's governance function was transformed - and it continues to evolve.

Following are the building blocks:

1. Commitment to excellence in governance. From the earliest discussions about transforming ASAE's governance, the board expressed a commitment to excellence in governance. The board has consistently recognized a responsibility to be the governance role model for ASAE members. That commitment to excellence became the driving force behind the board's lengthy examination of itself as a governing body and the policy that shaped its work and outcomes.

2. Governance evaluation. In support of its commitment, the board adopted a policy to regularly evaluate its performance and endorsed a formal governance evaluation program. The program has three components: full board appraisal, director self-evaluation, and board meeting evaluation (see sidebar, "Governance Evaluation").

3. Governance model. The most difficult issue the board tackled was the governance model. The numerous issues raised during the three-year examination of this model included size of board, board composition, constituency representation, and nominations process. Each issue was considered individually as well as from the broader perspective: Is this an issue that interferes with the board doing its job?

The size of ASAE's board of directors (currently 26 elected directors, 9 executive committee members, and 13 ex officio members) was frequently seen as an obstacle to board effectiveness. However, what emerged from the extensive board and work group discussions was that size was not the issue. Rather, the issue was how the board does its work and what its-work is.

ASAE's vision recognizes an evolving role for the association and changing responsibilities in a global society. ASAE's challenge is to continue to be relevant to its members and society. The board understood its responsibility to ensure relevance of ASAE's programs and services, mission, resource allocation, and contributions to advancing society. The board determined that it would be best positioned to fulfill its charge if it adopted a strategic approach to its governance duties.

4. Strategic governance. At its March 1995 meeting, the ASAE board adopted a model of strategic governance, which is supported by a different working style than traditional governance. Key is a change in board focus. Strategic governance requires the board to become a deliberative body. An association board that adopts a strategic governance approach typically delegates some of its responsibilities within defined parameters to the executive committee and/or management.

A board is not relieved of its fiduciary responsibilities in a strategic governance model. It continues to be accountable for the financial management of the association, compliance with applicable legal and regulatory requirements, and fulfillment of the association's mission.

In the strategic governance model, the executive committee assumes more responsibility for decision making and operational oversight on behalf of the board. This expanded role for the executive committee provides an opportunity for streamlining board meeting agendas to focus on strategic thinking and policy development.

5. Roles of ASAE board and executive committee. The strategic governance model provides the best framework for a board to meet its responsibilities as the leadership group. New role descriptions for the ASAE board and executive committee were adopted in August 1995.

Board's role. The board is responsible for developing and approving policies in these areas:

* determining desired outcomes for organizational success;

* developing and approving policy imperatives;

* ensuring that ASAE's work to advance the vision, fulfill the mission, and implement the strategic plan is accomplished; and

* recognizing emerging trends in the profession and the environment and determining their implications for ASAE.

Executive committee's role. The executive committee may assume responsibility for

* monitoring operations;

* overseeing financial management;

* coordinating work of the board and its work groups; and

* communicating with the board.

6. Board focus. Becoming a deliberative body, one whose focus is on strategic issues, required a rethinking of the board meeting - agenda both the issues on it and the management of those agenda issues. Directors expressed their desire for assistance in learning how to make these focus changes.

The board agreed to a recommended format for the presentation and discussion of strategic issues at board meetings. To assist directors to better understand strategic issues being introduced for board debate, an issue briefing paper is now prepared. Although the paper may be prepared by either staff or board members, an ASAE director must submit the issue briefing paper to the board.

The issue briefing paper

* defines the issue;

* describes the strategic nature of the issue (in other words, why the issue is important strategically, and how the issue relates to advancing the vision or achieving some element of the strategic plan);

* identifies the requested board action;

* discusses the implications of the issue and the action requested (in other words, the advantages of the requested action, the implications of that action for ASAE, and the financial impact); and

* identifies the critical questions. (What are the key questions the board will debate that will lead to resolution of the issue? What are the other considerations about which directors should be aware?)

A model to follow

ASAE's board learned valuable lessons from which any association may benefit.

* Accept at the outset that governance transformation is a lengthy process. It takes time to develop champions on the board.

* Seek broad input to the transformation process overall and at each step along the way. Develop a consensus on the need to change your association's governance model.

* Use the board evaluation process as a first step. It provides a framework within which each director can assist in identifying strengths and weaknesses of the existing governance system. A participatory process builds understanding and develops support for change.

* At some point, stop talking and start doing.

Governance is not static. The association's governing board must continually measure its performance against its responsibilities and seek innovative ways to improve. A governance model adopted today will need reexamination tomorrow.

The successful associations of the 1990s and beyond will be savvy ones. These are associations whose leaders and governing boards are able to make critical decisions in a timely manner in response to environmental change. Savvy associations are governed by boards that direct their energies and expertise toward evaluating issues and opportunities of relevance to the association's vision and strategic goals, including governance.

The ASAE board of directors has transformed itself from a traditional governing board to one with a fresh, strategic approach. In so doing, the ASAE board has created a successful model to be studied by other association executives and a new standard of governance excellence by which to measure itself.

RELATED ARTICLE: Governance Evaluation

As part of its governance transformation, ASAE's board of directors adopted a policy to regularly evaluate its performance, then endorsed a formal program. Here's a synopsis of the governance evaluation program and an excerpt from each of its three components.

1. Full board appraisal - assists the board in evaluating its performance as a governing body and in making improvements.

Directors are asked to circle a response to each statement on a scale of five to one; five means strongly agree; one means strongly disagree. The first section of the form asks for an evaluation of how well the ASAE board functions. Its responsibilities are grouped into seven categories:

* advancing the vision;

* promoting the mission;

* engaging in strategic planning;

* fulfilling its fiduciary responsibility;

* monitoring programs and services;

* being an advocate for ASAE and the membership; and

* building board-staff partnership.

Each category has a series of statements to evaluate on the scale of strongly agree to strongly disagree. The statements in the category of advancing the vision, for example, are as follows:

* The board understands and embraces ASAE's vision.

* The board uses the vision as the standard against which strategic and policy decisions are made.

* Directors assist the membership in understanding and supporting the vision.

Subsequent sections of this form evaluate board effectiveness (in terms of its roles, structure, group dynamics, and meetings) and board development (in terms of the board's commitment to preparing new directors and to improving the effectiveness of the board). Each section provides an area for comments. A final section asks open-ended questions, including the following, for a general assessment:

* What issues require the ASAE board's special attention during the next 12-24 months?

* How can the ASAE board's structure or performance be improved in the next 12-24 months?

Signature of this form is voluntary.

2. Director self-evaluation - helps a good director become better by providing a format for examining his or her own performance and competence as a director and for determining his or her satisfaction with the director experience.

Each director answers questions using a scale of five (very satisfied) to one (not at all satisfied) or not sure.

The first section, board function, includes such questions as, How satisfied are you that you

* are familiar with ASAE bylaws?

* understand ASAE's vision, mission, and nine strategic goals?

* make knowledgeable and prudent decisions about ASAE's finances?

The second section, board effectiveness, includes such questions as, How satisfied are you that you

* actively participate in board discussions?

* represent the membership's interests and concerns during board discussions?

The third section asks the director to rate his or her overall performance as an ASAE director and to indicate how rewarding he or she finds ASAE board service to be. Space is provided for comments.

3. Board meeting evaluation - used at each meeting to measure the board's satisfaction with the quality of the board discussion, the appropriateness of the agenda issues, and the meeting facility.

These aspects are rated on a scale of five (high) to one (low). Space is provided for a suggestion for further improving board meetings. Signature is optional.

RELATED ARTICLE: ASAE's Strategic Goals

1. Professionalism: Association professionals will

* be effective executives with a commitment to excellence;

* demonstrate a balance between visionary thinking and short-term action;

* effectively implement programs and activities of strategic importance to their organizations;

* maintain the highest standard of personal conduct;

* contribute to the enrichment of society; and

* be socially responsible and embrace openness and diversity within their organizations.

And ASAE will be recognized for its positive contribution in developing the profession.

2. Enhancing society/Associations Advance America: The contributions to society of associations as voluntary organizations will be publicly recognized and highly valued.

3. Public policy: Issues of public policy that affect associations at the a) federal, b) state, and c) local levels will be resolved in a way that meets the needs of association executives, is consistent with the public good, and is supportive of association interests.

4. Technology: ASAE and the association community will utilize information and communication technologies to a) serve their members and b) enhance effectiveness and efficiency.

5. Member services: ASAE will provide high-quality programs and services responsive to the needs of all categories of membership, will inspire new models for the field, and will serve as a source for innovative ideas for association executives and associations.

6. Association community marketplace: ASAE will serve as the premier marketplace for the exchange of information and creative thinking - and for buying and selling - among members of the association community, including association executives, associations, and their suppliers.

7. Partnerships: Collaborate and form strategic alliances with allied societies, affinity groups, the ASAE Foundation, suppliers, related organizations, and others that will enhance the profession and contribute to achievement of mutual goals.

8. Research: ASAE and the ASAE Foundation will be the premier resource for research/data collection and information relevant to association management.

9. Globalization: ASAE will be a leader in the global association community and will assist associations in defining their role and responding to issues and opportunities of globalization.

RELATED ARTICLE: Governance Resource

Achieving Excellence in Board Governance, by Anne L. DeCicco, CAE, is a primer on governance for the chief executive officer. The book ($29.95 for ASAE members; $35.95 for nonmembers) presents an approach to designing and managing governance-evaluation programs. To order, call [phone], or fax your order to [phone]. Reference product AMR216730.

Anne L. DeCicco, CAE, based in Plainsboro, New Jersey, is vice chair of ASAE's board of directors.