Good Governance

With the installment of a new board of directors at the last annual meeting of the Academy of Breastfeeding Medicine, we might reflect on what it means to be a valued member of the board. What responsibilities are involved, and, perhaps just as importantly, what responsibilities does the position not entail?

In brief, the primary responsibility of a director of a nonprofit organization is to adhere to sound principles of governance, but what exactly does that term mean? A very good definition is given by Jan Masaoka: Governance is that collection of “decisions that call for the board to act as a steward of the public and the organization's constituencies.” ¹ It is the duty of the board to ensure that the organization remain faithful to the promises it makes to its members and to its stakeholders in society at large. In other words, it must constantly steer the organization in a direction consonant with its vision and its mission, and to do so in a manner that will not jeopardize its financial, legal, and organizational well-being. It is easy to advocate vigorously in favor of the values and high ideals of the organization. It is also easy to formulate plans to advance its power and profitability. The real challenge for the conscientious board member is to strike a balance between these two very different and often countervailing mandates. It is within this domain of action that his or her talents as a director are truly tested. An indiscrete or ill-considered preference of one set of priorities over the other can easily lead to a dangerous organizational destabilization. Yet the dialectical tension arising from this counterpoise is not only inevitable; it is the very wellspring for the most creative thinking a board is capable of mustering. The greater danger arises when the tension is lost, in which case the board either loses sight of its ideals in its efforts to secure fame, fortune and power, or else risks the viability of the organization in a reckless pursuit of unrealistic goals.

BoardSource lists 10 fundamental duties of a board member: ²

Determine mission and purposes

Looking back, it is very clear that the ABM board of 2009–2010 had to vigorously exercise each of these important responsibilities, often in a very painful and anxiety-generating manner. Our mission was reviewed in anticipation of the creation of a new strategic plan. Significant differences in opinion regarding the interface of governance and management had to be resolved. Questions arose regarding the need to promote promising collaborative opportunities with other organizations on the one hand and an apparently resultant preoccupation with United States–related events and initiatives on the other. Conversely, there were concerns that an undue preoccupation with the global scope of our mission might lead us to preclude vital opportunities for growth and development, considerations that may well spell the difference between life and death for nonprofit organizations in these extremely dangerous financial times. Fundraising initiatives are of paramount importance to us, not only to stay alive, but also to permit us to realize the goals encompassed by our mission. Without a strong financial base, we will have no future at all, and our goals will be utterly unachievable.

Concerns about our ethical integrity resulted in the Academy becoming a signatory to the Council of Medical Specialty Societies' Code for Interactions with Companies, and creating an exhaustive plan for its implementation. Such ethical concerns also led the board into a number of highly contentious debates about the proper application of the World Health Organization Code in the context of ABM activities. The legal, business, and accounting ramifications of conference development on a global scale were hotly debated on a number of occasions. Throughout all of these discussions and debates there ran a highly charged conundrum with which the board of every non-profit organization must eventually contend, sooner or later: Where do the responsibilities of the board end and the staff begin, and vice versa? Where should the lines be drawn that define the division of labor between these two entities, or can such lines ever be drawn with any degree of finality? Will they shift with the shifting sands of organizational growth and transformation? Is this necessarily a bad thing? All of these animated discussions and debates underscore that the above-listed 10 responsibilities are more than mere platitudes; they are living realities that should keep every board member awake for at least a few nights during the course of his or her term of office.

All of this is just to say that we value an Academy board member not because she is a celebrated researcher or lecturer, or because of her great Oslerian clinical acumen; we value her because she is a faithful steward, somebody who will stay up late at night poring over financial statements and legal documents, or finding the time in her very busy schedule to familiarize herself with the Academy bylaws or the most recent of the monthly management reports. We value her because she makes an effort to study the board package in preparation for a meeting, as tedious and mundane as such an exercise may be. It is on the basis of a willingness to endure the tedium of hard work that the mettle of a good board member is tested. And it is precisely what we will be expecting of our newly installed board members. I wish them good luck.