No Bags Allowed

Thanks to the wonders of anesthesia, a trip to the dentist’s office to have a cavity filled is no longer a painful experience, but it is still anything but pleasant. The high-pitched whine of the drill, the poking and prodding, the numbness itself—all of these things are reasons for wishing to be anywhere else.

Let that serve as a metaphor for the experience of attending a meeting of a board that has not adopted Policy Governance as its framework for doing business. What agony to be a part of governing an organization that has mission-critical issues to confront, and yet sit through a three-hour board meeting and feel as if all of that time had been squandered. At least one leaves the dentist’s chair with a problem solved!

I make this point by way of establishing my Policy Governance bona fides. Because the rest of this article is a lament about Policy Governance—or, rather, about a phenomenon that can fairly be described as Policy Governance Fundamentalism.

Any idea, however noble, becomes untenable when applied in its most extreme and absolutist form. The point should be obvious to anyone who has observed the recent behavior of those around the world who take every word of their sacred religious text literally. Unthink­ing adherence to any ideology is self-evidently unconscionable. These principles apply just as compellingly to John Carver’s Boards That Make a Difference as they do to the Bible or the Koran (or, for that matter, to the First Amendment, since none of the freedoms it ­protects is absolute).

At page 79 of the second edition, Carver proclaims—in italics, omitted here—that “apart from being prudent and ethical, the activities that go on at and below the level of chief executive are completely immaterial.” This statement, and similar pronouncements from the person in the world who obviously has the biggest incentive to promote strict adherence to Policy Governance, accounts for the pernicious and persistent notion, heard time and again at CCMA and other gatherings of cooperative leaders, that there exists a realm, called “operations,” which is none of the board’s business. I personally have heard this answer given to queries about health benefits for same-gender couples, the sale of tobacco products and fossil fuels, relations with labor unions, store expansions, and even membership in the NCGA itself.

A much better, un-fundamentalist take on Policy Governance would start with the premise that nothing about a cooperative is off limits to the co-op’s board. What keeps the board from wasting its time is the imperative to “abstract up”—by seeking the least restrictive, most discretion-granting form of executive limitations, and also by considering whether any particular concern about store operations is really a call to revise and refine the organization’s stated ends. The general manager of a co-op whose global ends policy called for “a healthy, cancer-free community” would not need to wonder whether to sell cigarettes.

Paper bags and the “f” word
Policy Governance fundamentalists would impose what can be described as a “paper bag rule” on board members so as to preserve inviolate the Carver principle that the board should speak with one voice. Policy Governance sensibly teaches that boards are deliberative bodies exercising collective responsibility, vesting no authority whatsoever in individual board members acting alone on their own initiative. But this should not require board members to place a paper bag over their heads when visiting the co-op, lest any comments they make to an employee be misunderstood as an attempt to exercise individual authority.

The day I wore a name tag identifying me as a board member at one of our cooperative’s stores was the day that employee after employee expressed gratitude and delight in what they perceived as an expression of interest in them by a board member. Establishing a human connection with a store employee, or using up 10 minutes of a board meeting on a digression about how the retail price of fresh spinach is set, would give John Carver an aneurism. But, from the Golden Gate to Verrazano Narrows, it is the play in the joints of our mighty bridges that prevent them from collapsing. Fundamentalism in the realm of Policy Governance is also incompatible with the other “f” word—fiduciary, as in fiduciary responsibility. In a lawsuit naming individual board members and alleging a failure to keep informed about the cooperative, it will be no defense to tell the judge and jury about how boards that make a difference speak only with one voice. Nor can one ignore Enron-style accounting irregularities because the Executive Limitation policies neither prohibit them nor require their disclosure to the board. When an individual board member knows, or should know, that something is wrong, she has a legal duty to speak up.

Although Boards that Make a Difference, carefully parsed, does not reduce board members to automatons whose chief concern is applying Policy Governance with unthinking literalism, Carver is as responsible as anyone for the proliferation of the fundamentalist view of his model. This is because he consistently and arrogantly treats any disagreement with him as apostasy. For example, Carver’s essay in the May-June 2006 issue of his newsletter "Board Leadership" had this to say about a paper presented to the Association for Research in Nonprofit and Voluntary Organizations that dared to criticize Policy Governance: “Most governance effectiveness research is so disjointed and so internally focused that it is hard to know where to begin a useful criticism. This report is no exception.”

Few men abstain from cutting their hair, notwithstanding the apparent command to that effect in the Old Testament (Leviticus 19:27). And yet the principles enshrined in the Ten Commandments—from the same source—are commonly accepted cultural norms. For similar reasons, we can hope that Policy Governance and its call to board effectiveness will someday become embedded in our civilization, much as Robert’s Rules of Order have.

Until then, practice Policy Governance, by all means, and read your Carver. But also recall what Judge Learned Hand said in 1944: “The spirit of liberty is the spirit which is not too sure that it is right.”