Confession of an Accidental Chairman

Policy consultant and NFP leader, Moira Deslandes offers a salutary tale of the accidental charity board Chairman.

(All characters appearing in this work are fictitious. Any resemblance to real persons, living or dead, is purely coincidental.)

Just as Dickens opened up A Tale of Two Cities with “it was the best of times, it was the worst of times” I arrived with mixed emotions to give the remaining staff a hand with the packing up. I was feeling relieved it was nearly over and sad it had come to this.

What were the signs that were missed and how could they have been avoided? I was perplexed. My daughter told me I was like a frog placed in cold water and as the temperature rose I just didn’t notice and before long it was all over. If I had been thrown metaphorically into the boiling water I would have just jumped out.  

I hoped that was a little bit true. But in reality I realised that the NFP had been languishing in governance and leadership for many years before I got to the Board. I hadn’t done my own due diligence.  And how did I get onto the Board in the first place?  I was doing a favour for a friend of a friend by accepting the invitation.

My two-degrees of separation ‘friend’ put my name forward to the CEO as she was looking for a couple of new members. It should have occurred to me then, to ask, when was the election, or why it wasn’t the outgoing chairman I met with.   I went ahead with mild enthusiasm and met the CEO, reviewed the last couple of Annual Reports and it all seemed OK to me. And my “friend” told me it would be a matter of turning up once a month for a couple of hours. I was completely ignorant though of what was on the horizon – changes in government policy, high staff turnover and no contract for the CEO.

So here I was at the end of my first 12 months on the Board, overseeing the end of an organisation, helping to move boxes.

I had my first meeting with the consultant  a month ago and I felt a dose of salts was going through my body.  She asked questions about staff morale, sick leave liabilities, communication policy, competitors and partners.  

The consultant said there were early warning signs that successive Board’s missed and it wasn’t all my fault – cold comfort.  The consultant had been appointed by the organisation’s main funder, a government department and as Chairman I had agreed.

The Department intended on withdrawing funding and wanted to leave no stone unturned and didn’t want any backlash from the community, so appointed this consultant to help the Board come to its own conclusion and do the right thing and close. They had their reasons even though there was no impropriety when it came to funds management.

In that first meeting it was a one-on-one. It wasn’t The Inquisition, but I certainly felt like I was being interrogated. (I wondered if there was a collective noun for a set of investigative questions.)

Each question came like a bead of a rosary and followed by a BIG question like the BIG Lord’s Prayer at the end of each decade.

When was the last time the Board asked to see the number of sick days being used and accumulated by staff?

What metrics did you use to evaluate the CEO?

Did direct reports to the CEO have another Board member they could turn to if they had problems with the CEO?

What plans did you make and when for diversification in your income streams?

When you invested in staff development how did you direct the CEO to provide opportunities for staff to use their new skills and knowledge?

Tell me about your leadership style with other Board members?

How did you engage with your members and stakeholders?

Can you tell me when was the last time there were contested positions on the Board?

How did you assess the risks of a new government being elected?  

What did you do to try and get a quorum?

And the BIG one –

What do you want to tell me?

The consultant kindly listened to each of my answers, passing no judgement. You can probably guess some of my answers. It was embarrassing. I felt like I was in a confessional, with everyone hearing my confession and knowing no amount of penance was going to bring the organisation back to life.  

For heaven’s sake –when I looked at the minutes we hadn’t been quorate for 65 per cent of Board meetings in the past three years!

The consultant came to the conclusion fairly quickly that no matter how much we tried to get up to speed, any changes now would be a simple case of “too little too late”.  

That phrase became my mantra when I met with the CEO, who had her own meeting with the consultant.  We compared notes and she offered her resignation.

She had been with the organisation for more than 15 years and made a big difference with her energy and foresight in the early years, however she had become complacent and successive Board’s became more and more reliant on her information and did not seek advice from anyone else.  

She had failed to refresh her leadership style and keep up to date with the human resource management. Her propensity to micro-manage and be involved in the details meant she had lost seeing the wood from the trees.

This has left the Board isolated and unable to make decisions without the CEO’s frame.  In fact the consultant told me that at least on two occasions with past Chairmen there was really a duopoly between the CEO and the Chairman (the overseas trip for the volunteer and pay rise for the CEO being inextricably linked).  I can see this as a very dangerous set of circumstances for decision-making. Year after year the organisation had become more and more the CEO’s personal enterprise.

After reviewing the Constitution, meeting with board members – past and present, holding a senior staff search conference and appointing a transition team, I began to feel a bit better. At least the ending was going to be dignified.  (I am sure it was not what the founders expected would happen.)

Through a discrete process, the Board had found another agency that aligned with the mission, staff and resources that had been accumulated over the years. They were approached and eagerly agreed to acquire all our goods and chattels.  

It has taken many more hours than my friend thought being on a voluntary board would – for the last six months I am lucky if it has been less than three hours a day.

My atonement is to tell anyone interested in going on a Board to check out the basic metrics – who is turning up to Board meetings, does the Board have a culture of getting independent advice from time to time, what is the staff turnover, how confident are the main funders with the governance of the organisation and how long has the CEO been there?

They seem so obvious in hindsight.  I confess I was an accidental Chairman and I won’t be doing that again.