CEO/board basics: ways to help organizations become better: quick tips for better operations.

• Author: Covey, Jerry

The CEO of a mid-sized organization is on the phone telling me about an e-mail from one of her board members. The board member wanted to know why the CEO was trying to censor him for speaking out on a community issue. The e-mail went on to say he's the only member of the board who's not there for the honorarium, that board meetings are poorly run, and that other members are voting as a block against him. He wants to know what the CEO is going to do about it.

The CEO's initial response was, "As if I needed this in my life! What's with this guy anyway?" Her question to me is whether the board member is just blowing off steam or if his e-mail needs a response? If so, what should she tell him?

Being caught in a tangle with board members or dealing with dysfunctional board performance is the last thing any CEO wants to deal with, but at some point most have to.

How do things get off track anyway, and how does a CEO whose expertise is running the business deal with unwanted and seemingly unresolvable board issues?

Take action! When you're in over your head with board issues call someone who can help, sooner rather than later. Relationship and performance problems don't solve themselves and typically get worse if left unattended. Of course, some CEOs know how to avoid or deal with board problems while they are small. Here are some strategies you can use from their bag of tricks.

1. Attend to Detail

   They say the devil is in the details. Actually, when it comes to working with a governing board, the devil resides in lack of detail.

   * Educate your board about their duties and responsibilities and about yours. Don't assume they know or interpret the bylaws or policies the same way.

   * Respect the board's turf and insist they respect yours. Blurring the line between the powers and duties of the board and CEO results in a myriad of avoidable problems.

   * Link all board actions to the specific policy that creates their authority to act. Trouble soon follows when a board exceeds or fails to utilize its authority.

   REALITY CHECK

   I spend a considerable amount of time with boards and CEOs unraveling difficulties that are rooted in their failure to understand and apply their own bylaws and policies. Recently, I spent a day with a board that was at odds with each other over issues that if they had looked, would have discovered were clearly addressed in their bylaws and policies. Their failure to understand and employ their own strategies resulted in several months...