Systems: What does a board of directors do?

Nearly every organization that is designed to have impact has a board of directors, whether that's a small non-profit, or a giant corporation, or anything in between. But having served on a number of boards across that entire range of institutions, I realize that most people who've never been in the boardroom have a lot of questions (and often, anxieties) about what happens on a board, so I wanted to share a very subjective view of what I've seen and learned over the years.

An overview

First of all, what's the job of a board? Put simply, it's making sure the organization is running in the best way possible, covering everything from whether it has the right leadership, enough resources, a credible plan for the future, a good understanding of potential risks, and a vision for what it wants to achieve overall. The most common description of board members' responsibilities is that they have a fiduciary duty to the organization that they're serving. It's a common misconception to think that "fiduciary" exclusively means an economic or financial lens on things, but it's best understood as an ethical obligation to objectively do the right thing for the organization overall, not just for the bottom line.

At a practical level, boards function by having regular meetings (these will usually be on a quarterly basis), being responsive if there are urgent or emergency meetings or decisions that need to be made, and getting regular briefings on the operations of the organization both during board meetings and at other times as the need arises. The level of obligation and time commitment can vary a lot, as a new organization that's just starting up, or a company that's going through something dramatic like a leadership change or an acquisition can be extremely demanding of time. Conversely, there are a lot of organizations where some board roles are almost entirely ceremonial or honorary, as when a lot of non-profits name board members that help raise their profile or help them raise funds, but who don't spend as much time poring over operational details.

What do board meetings look like?

The actual mechanics of a board meeting offer a good glimpse into the overall work that board members are expected to do. A typical rough outline might look like this:

  • Pre-briefing: A good leadership team will send a structured, well-written pre-brief ahead of every board meeting, outlining the current state of the organization including any recent major news or announcements, an overview of current fundamentals like the balance sheet and financials, an agenda of what to expect from the upcoming board meeting including necessary context for any discussions to be had, a recap of the minutes of the prior board meeting, and maybe a more specific deep-dive into any topics that the board wanted to focus on such as a strategic initiative or a specific challenge the organization is facing. The documentation part of a pre-briefing will often also be accompanied by personal briefings from the CEO or Executive Director to individual board members, especially if there are specific initiatives or efforts that they want to persuade board members to support in the upcoming meeting.
  • Board meeting fundamentals: At the start of the actual board meeting, the executive leadership of the organization will usually lead the board through the review of the business fundamentals. To editorialize a little bit, the ideal here is that this should be the most obvious, or even boring, part of the discussion; if board members are being surprised by anything they see at this stage, that's a sign of poor preparation. Even if some of the fundamentals are bad (missing a fundraising or revenue target, slow growth, etc.) those are topics that should have been prepped well in advance of the review portion of the meeting.
  • Departmental or functional briefings: Typically, the executive in charge will then delegate to individual members of their executive team to lead briefings about their lines of work. In a for-profit context, this will often be a report on sales and revenues; in a non-profit, this will be on fundraising and grants. Another executive will update on strategic work, like reporting on products or research & development, or progress towards strategic initiatives tied to the organization's mission. If the board meeting is structured by function, individual leaders who report out might be in roles like marketing, HR, or finance. If the organization leans more towards business units or departmental reporting, there might be a parallel structure where each person who reports out includes updates about things like marketing within the context of their own reporting structure.
  • Strategic discussion: Most board meetings will dedicate time to matters of strategic concern, like how the current landscape of competitors or partners is looking, or how the larger economic or political environment is expected to impact the organization. Ideally, these are really open debates, but in a well-functioning organization, the goal is that the board is helping form a point of view that is being decided by the executive team, with the board in a supporting role.
  • Organizational development: Good leadership will dedicate part of the conversation to how they're helping their team succeed. This can be everything from an update on hiring, news about any key roles that are being introduced (or asking board members to help recruit), changes in organizational culture or problems that have been identified, and progress against longer-term goals for areas like retention and employee engagement. This can also expand into focusing on areas of improvement in governance, or development of the board itself for things like creating committees and adding new board members.
  • Business at hand: There will often be structural decisions for a board to make that must be captured in the minutes and recorded as part of the organization's accountability processes, whether that's major economic commitments, significant strategic shifts, approving key hires, or simply capturing functional decisions like updating bylaws and the like.
  • Executive session: Finally, a board should have a regular session for those who are involved in overseeing executive governance, where they have a session without the CEO or Executive Director to talk about whether the overall leadership and strategy of the company is progressing as expected or if they need to provide feedback to the leadership team. In an extreme circumstance, this is where they would talk about proposing a leadership change.

Board meetings can be as short as a few hours for a small organization whose board is in tight, ongoing communication with the team, to a multi-day marathon complete with team-building exercises to bond the board together as a team and teach them more about the organization they're working to serve.

In the room, almost every board I've ever been on, nearly everyone in the room is deeply engaged and helping in whatever way they can. Because board members are often selected for specific areas of expertise (one person might be the marketing expert in the room, or be great at hiring), there are times when the conversation is most engaged with particular members, but in general there's pretty short patience amongst competent board members for others who show up unprepared or unfamiliar with the work at hand. There can be a slightly higher tolerance in contexts like non-profits, where there are often people who either are deeply passionate about the mission but perhaps less expert in some areas, or when someone is obviously in the room because they had cut a big check and everyone else is just indulging them.

How boards function

My perspective on boards is informed by my own experiences serving on them, but also by having been an outside observer and in coaching (or simply commiserating) with people who were preparing for board meetings. There are lots of different kinds of boards, and different kinds of board members.

Boards can range from a loosely connected group that assembled on occasion to indifferently rubber-stamp what an executive tells them, or they can be deeply and intrusively involved in an organization in a way that undermines leadership. Generally, they’re somewhere in between, acting as a resource that amplifies the capabilities and execution of the core team, and that mostly only helps out or steps in when asked to. It can be a very toxic thing to have a board that meddles outside of defined ways of interacting with the organization's leadership, but it can be an incredibly motivating and positive thing when people in an organization see that their board members are passionate and enthusiastic about the work they're doing.

Similarly, individual board members can range from figureheads who do nothing but have their name used by the organization to shadow CEOs who actually lead an organization while nominally only serving on the board. In all cases, the extremes are dysfunctional, but most organizations tend to be much more toward the middle, with a board that has a range of ways to help, and board members who do their best to be valuable in their area of expertise. Ideally, a good board is a mix of a broad range of skills, talents, experiences and perspectives that provides a set of capabilities to organizational leadership.

That being said, there are often obviously different agendas amongst different board members. For example, in a for-profit business, there are almost always board members who represent investors, and they are almost always completely unabashed about articulating the agenda they're promoting: a big return. I've been fortunate enough (and selective enough) that almost all of the investors I've sat next to in a board room are also keenly aware of the need to balance maximizing returns against longer-term goals that address the needs of workers and customers and community, but I've absolutely heard horror stories of investor board members who epitomize the worst caricature of a soulless exploiter trying to push the company towards its worst impulses.

There can also be really peculiar dynamics about power struggles that aren't rooted in diagreements over goals, but rather over personalities or agendas. If everyone agrees that the mission of the organization is to give everyone a cute puppy, but two different leaders have completely contradictory plans or preferences for how to make it happen, it can often turn into a lot of back-channel politicking that surfaces as awkward tensions or passive-aggressiveness in the board room. Being able to win over the board room can be a huge factor in determining who actually leads and succeeds in an organization.

How do you get in the room?

By far one of the most common questions I get when I've talked to people about serving on boards is, "How did you get in there?" There's a huge amount of mystique and (understandable!) skepticism about who makes up the board of directors for many organizations.

The first thing to know is, your initial impressions and suspicions are correct: it's not fair, and it's not nearly inclusive. I've been on 7 boards for organizations I didn't found, and 4 more for the companies I've started, and I think in every single one I was the only person (for example) who didn't have a college degree. The for-profit organizations were overwhelmingly comprised of very wealthy white men, with a small smattering of Asian American men, though the non-profits were notably better in nearly every dimension of inclusion.

More pervasive, though, is the old-boys' network. I got most of these opportunities due to relationships with people I'd had for years. Sometimes they were explicitly looking to diversify their boards (whether that was stated or not) and since I used to fairly visible in a lot of tech- or media-adjacent circles, I was someone they might think of to participate. It certainly helped that I had credentials that could also be read as performing respectability, like having had a "CEO" title. I'm not prone to insecurity, but I expect someone who is more normal than I am in that regard would definitely have felt some impostor syndrome when being in a room full of people who had almost all served on boards before.

I've always advocated for opening up the boards I serve on to be more inclusive, but there's a bit of a selection bias there, because any place that would let me in is probably already amenable to that argument. From talking to those who've served on more traditional boards, there's an almost uniform, reflexive dismissal of the idea, where legacy board members will assert that any class of people who haven't been in the board room before must certainly have been excluded on the basis of merit, as everyone in the room got there purely on their own skills and talents. It's bullshit, but I've heard it so consistently, in almost the same stupid "we can't lower the bar" phrasing, that it must be the common belief of the majority of people serving on boards today. And I expect that a lot of people who agree with the desire to make things more inclusive probably also feel the pressure of being the "only one" in the room, so they don't want to be seen as arguing for inclusion, lest they get treated as the token diversity hire on the board and have their other ideas dismissed.

This is probably the area where my board experiences vary most from a "typical" board member, so I unfortunately don't have a lot of specific advice to offer on getting into the room except that nearly every institution is going to want to see that credential or signifier that "explains" why someone is on the board, with the possible exceptions of founders, who get a board seat by virtue of their catalyzing work, but very often lack much of the other specialized expertise that outside board members bring in.

Broadening board participation is an area I've thought a lot about over the years. When I was CEO of Glitch, we began a process of seeking a community-nominated outside board member. Eventually we ended up stopping the effort, largely because people inside the company felt the board recruiting process was too much of a distraction. Not seeing that through is a real regret of my time leading the company; I'd love to help an organization try that approach again, and think about more structural ways that business leaders can intentionally make their boards (and board recruiting processes) more open.

What do I do when I'm on a board?

The thing I've read the least about is people's actual lived experience of serving on a board. My example may not be typical, but I think its not that far off from perhaps what a lot of other engaged board members do. I can outline the work at sort of a range of varying time scales.

  • Daily/Weekly: I've got Google Alerts and social media monitoring set up for every organization, past and present, where I've served on the board, and I read virtually every press mention as well as every blog post or press release that they put out. My personal expectation is that if anyone outside the organization knows something significant about the company, then I should know it too, in the same time frame that they do. I've backed away from a lot of my social media engagement over the last several years, but for a long time I also tried to be an informal social media ombudsperson for the organizations I was involved with also, forwarding on any feedback or complaints or suggestions I saw to the appropriate parties who could respond or engage from within the team. This is probably the single biggest time commitment, but it's a lot easier since I work with organizations that I care about and would want to track closely anyway.
  • Monthly: When organizations are going through a transition, or if I have particular skills that might be helpful for a specific project, I'll have checkins with leadership or the appropriate team leaders on a monthly cadence. These are often less-formal discussions, where I'm serving as a sounding board or giving feedback, but sometimes people will save up specific requests like introductions to particular people, or a review of a specific message or document, that they want to cover in those calls.
  • Quarterly: The big one here is obviously board meetings. Generally, most of the organizations I work with spend about 3 hours, plus or minus, for a standard board meeting. I'll block out the time, cancel my other meetings, and also almost always schedule pre-reading time to review the board briefing documents a few days ahead of the meeting. Rarely, I'll ask for a quick call with the executives in charge if I have questions that need to be answered before the upcoming meeting. There's often a social component (the board goes out to dinner, or coffee with board members I want to connect more with) that turns these shorter meetings into the equivalent of a full-day commitment, but that's not every time.
  • Yearly: Most boards will have one "big" meeting each year, when the board is expected to engage for a full day or more on board work. This can also often involve travel for an offsite meeting. That takes all the usual planning for a quarterly board meeting, plus a lot more logistical support. Most organizations will also usually have, at least once a year, some particular emergency or urgent issue that I need to help out on, so I budget for another day of rapid response each year for when unexpected things arise.
  • Beyond: Even after leaving boards that I've served on, or when the organizations have transitioned to a new phase where they no longer have an independent board, I've almost always stayed in common with both the leadership teams and a few of my fellow board members. The mission and goals that brought us together are almost always still part of what we focus on, and if anything we all only have better insights to share over time, so I'm never surprised to get a text out of the blue from someone who I used to see in quarterly board meetings.

At a personal level, people who haven't seen me work up close are often surprised when we're on a board together. I tend to like the really wonky stuff, focusing a lot on governance (do we have the right tools for ensuring strong, steady leadership over time), financials (I end up on the finance commmitte, reading a lot of spreadsheets, surprisingly often) and on marketing/messaging and crisis communications response. Most organizations are very bad at quickly responding to unexpected outside surprises in a fast, humane, thoughtful way, and that's often when I get pulled in to help a team that may not have as much expertise. I've also worked to help a lot with transitions, like the inevitable moment when an organization matures into needing a new leader who's not the founder, or when someone who's been in an organization for a long time is no longer the right person to lead a key team after a strategic shift. Those things are really hard human moments, and very often the rest of a leadership team wants to support that person at a human level even if the professional transition is necessariliy painful. Maybe one of the things people would least expect is that, on a well-functioning board, much of the most vital work is really just about people, far more than about other concerns.

Of course, there can also be a crisis that arises from outside the organization like if a product is failing in the market or a major funder stops supporting the work. Those are different urgent problems, but also tend to be an "all hands on deck" kind of challenge, so everyone comes together to solve those things. In that case, I usually play more of a supporting role as a utility player if I can, since a big cause of stress can often by from having too many cooks in the kitchen at a moment when everyone is feeling the urgency of the problem.

How do you make a board do the right thing?

This is sort of the core question that people ask, in their own ways, about being on a board. If the stereotypical view of a boardroom is a dark-paneled room full of moustache-twirling villains planning their acts of villainy, then the thing we want to imagine is how we'd go into that room and stop them. In practice, the mistakes and harms are far more often the result of ordinary human flaws, and I've spent a lot of time thinking about how you anticipate those and work to prevent the worst problems.

For example, a big question to ask amidst all the reports and charts that one sees in a board meeting is: what's being measured? Are the right things being measured, and if so, are we doing so accurately? Which important things can't be measured at all? Who have we listened to or consulted in choosing what we measure?

Similarly, a key focus should be on what principle the organization is trying to achieve. Many alignment problems and strategy challenges come from people not having strong, clear agreement on those basic principles. It's a classic cause, for example, of when you see a cofounder "pushed out" of an organization they helped start. Very often it's not just their other cofounder(s) wanting them out — although interpersonal tensions and stress fatigue are a real thing — but also the board choosing one vision over another as they've started to diverge.

There's also making sure everybody has the willingness to call out the inevitable gaps between what we're trying to do, and what we're actually doing. This goes back to that whole idea of "the purpose of a system is what it does" — is our mission statement just a comforting myth, or is the organization really doing the work? This kind of question can be harder for a board to assess than it may seem, because they're always seeing the hardest challenges or biggest risks all the time. So things that can seem like an obvious shortcoming to employees or customers can be less visible or obvious to board members — especially if their primary way of getting information about the company is filtered through reports delivered by the execs who run that company. There's a distorting effect that's hard to get around, which is why I put a lot of priority on talking to customers and community members, and being open to having things surfaced by employees when appropriate. I think this is one of the most common causes of "why didn't the board know?" failures at organizations.

One aspect of making sure board members are thinking long-term and holistically is making sure incentives are aligned. Obviously, in a for-profit context, having investors at the table is going to skew things to focus on their concerns, so it's really key to have other players around the table. (In my experience, both VCs and institutional investors generally tend to work as a team with strong consensus about what they want.) But all kinds of anti-patterns arise from people being misaligned in a boardroom, especially if anyone on the board is just looking out for themselves, whether it's financially, career-wise or anything else.

Interestingly, good board members have many of the same traits as good employees: They're curious, genuinely interested in the larger goals of the organization, supported in speaking up when they see something going wrong, coachable when they're making a mistake or off-track, and fluent in the larger world or market where they're trying to have impact. Boards also fail for the same reasons that any other team at a company does: they get siloed or isolated from customers, the community, or the rest of the organization. They have their own goals or cross-purposes that they see as more important than what the larger organization is focused on. They put themselves ahead of the collective good, and act or communicate in ways that make them unreliable or undisciplined.

But in truth, very rarely does the problem in any given organization start or end at the board level. In very large publicly-traded companies, very often the board is just a set of people chosen by the executives to rubber-stamp their choices. In smaller public or larger-size private companies, the boards are often very dynamic with people rotating on or off the board, so the leadership of the company holds more sway over time. And in smaller companies or non-profits you have more of a mix of heavy-handed funders with less experienced board members who are still learning how to effect change in their organizations. That has the same impact, though: the organization's leadership sets most of the direction, and the board follows (and ideally offers support).

I've found a lot of people have a hopeful aspiration of thinking a board will come through and fix a problem that an organization's leadership has caused, or undo a mistake that leadership has made. Honestly, I think that kind of deus ex machina board action is extremely uncommon. A far more effective tactic may be to make enough noise that a board will obviously have to ask leadership about a particular challenge or problem that's come on their radar. (Note: this is not saying "just email everyone on the board with your complaint" — 99% of the people who do that are cranks, and it's easy to get grouped in with them if you use the same methods.) If you've organized a thoughtful, consistent, effective effort to point out an organization's efforts or flaws, making sure that your work gets in front of the board can absolutely be an effective way to make sure they ask executives about that issue.

That doesn't mean they're going to say "change what you're doing", though. And it definitely doesn't mean that they're going to immediately say "we gotta replace this exec". Since most boards see their role as being about supporting the leadership team, they're inherently conservative and biased towards the status quo. Changing a board's incentives and motivations requires straegic thinking about getting them to see evolutionary changes as possible, rather than hoping to jolt them into radical change unless there's a particularly extreme crisis.

Put simply, people don't join the board of an organization because they think it's broken and needs to change, except in the case of activists getting named to a board — and that's almost always activist investors whose agendas are brutally obvious.

What to take away

A board of directors is a structure that is about power in an organization. In its ideal, it's a clear balance against executive power, with a predictable schedule and process of operation, that provides a stabilizing influence over longer periods of time. In reality, well... it ain't always exactly that. The minor challenges are the usual human weaknesses and foibles, like distraction or greed or ego or ambition. The major challenges are structural, in being profoundly exclusionary and, in too many cases, corrupt.

I believe in the structure of a board (usually along with some separate advisors) to help an organization reach its fullest potential, in much the same way as I believe in governments having separate branches with separate forms of accountability and appointment. In practice, having nearly all-powerful executives select the membership of the organization that's meant to hold them accountable tends to fail just as badly in business or non-profits as it does in governments.

I don't necessarily think my experiences or point of view on serving on a board of directors are typical, but I do think that they can possibly be useful in demystifying an insitutional structure that far too few people ever get to witness. And I'd definitely urge everyone to think deeply about the role of these pervasive structures when considering how to change or influence any institution that matters.

Up next: Answering your questions!

I put out a call on my various social media channels and got dozens of really interesting questions about boards and being a director on a board. Instead of making this long post even longer, I'll be back with answers to all your questions. Stay tuned!