It isn’t news that many boards struggle to get a handle on good governance. Would it help if one of your board members was exclusively dedicated to the matter?

Yes, it would, argues Paul Jansen, a University of California-Berkeley business professor, and Helen Hatch, a Berkeley business student. In an article for the Stanford Social Innovation Review, “Does Your Nonprofit Board Need a CGO?,” the two make a case for creating such a role.

The reasons for a chief governance officer, they write, are straightforward: Boards tend to become disengaged, their goals can become scattered, and their members can struggle to agree on what good governance is—and rarely make a plan to define it, let alone improve it. A culture of confusion, without intervention, can prevail.

“Outdated committee structures, underperforming committee leadership, or lack of annually updated plans fail to ensure that committees are focused and accountable,” they write. “A bias towards consensus too often leads boards to rubber-stamp decisions, and inadequate preparatory materials coupled with tight timelines leave boards struggling to debate complex issues, explore strategic choices, or act with confidence.”

Certainly, something needs changing: The writers point to a BoardSource survey of nonprofit CEOs demonstrating that nonprofit board performance has been at a plateau or in decline for more than a decade. 

In-House Expert

What could a CGO do to address this? A few things, Jansen and Hatch say. A CGO would be the in-house expert on a nonprofit’s bylaws, policies, and procedures, keeping strategic discussions from drifting off course. They would be a close advisor to the board chair, helping to better set and frame agendas. They would do the work of measuring the board’s effectiveness, managing orientation and training, and connecting with the CEO and staff. 

The writers set a few ground rules around this. The CGO role shouldn’t belong to the board chair, who is likely too busy with the broader strategic issues. It also shouldn’t belong to the governance committee, which is typically consumed with identifying next year’s officers. 

Might it work? Leadership speaker and consultant Hardy Smith, who spoke with me last week on dysfunctional boards and their struggles to identify good board candidates, says the position “could shine a light on a board’s governance role and help ensure proper governance-related practices are being executed.” But to succeed, he adds, it would need a board that takes the role seriously. “A title without clarity of expectation and commitment from the board … would accomplish little.”

Mary Byers, CAE, an association consultant and coauthor of Race for Relevance, is similarly skeptical. “It’s unlikely that most boards will have someone on the board, or could recruit someone, who would have the necessary background and skill set to handle the role,” she says. “With time at a premium, it’s unlikely that someone could get up to speed on the role quickly—and board turnover would make it an ongoing challenge to keep the role filled.” Better, she suggests, that the CGO role be handled by a staffer who can be the institutional memory of the association’s governance and dedicate more attention to the job. 

No question, associations should avoid falling into what Jansen and Hatch call a “rut of substandard governance.” Better training on governance can be an important element of that. The first task for a board, then, should be to identify who’s best to lead it.

What has your association done to address governance issues within your board, either with volunteers or staff? Share your experiences in the comments.

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