ساخت برش: تشریح بر هیئت مدیره  Making the cut: Surgery on the board

1. Charles and John: A conversation between two board members Charles: Damn it, John. You got me into this. I would never had joined the board, much less stood for board chair, if you. . . John: I know, Charles. That was the whole point. Charles: You mean, you actually expected me to? John: You are what you are. It isn’t in you to sit still while the association continues down the road to irrelevance. Charles: Well, you’re right about that. And, I’m convinced that any serious change of direction has to begin with the board. If Enron and the others taught us anything. . . John: Are you talking aboutrestructuring the board? Charles: That’s probably what it will come to. We need a smaller board that’s more focused. That business last year of putting the fiscal report as the last item on the board meeting agenda so there was no time to discuss it. . . John: Not exactly kosher, huh? Charles: It was nothing short of outrageous when you think about the serious nature of the issues we face. If an organization is only as strong as its board of directors, that alone shows why the association is in trouble. John: Well, you know I’m behind you. So are a number of other board members. Charles: I will need more than that when I become board chair in two months–—OK? John: That’s why I want you to chair a temporary committee on ethics and governance that I’m going to create. We have to get our arms around these conflict of interest issues among board members before we can do much else. Charles: Do I get to pick my own committee members? John: Give me a list by Friday and let’s talk about it. Charles: OK. But we have to think about the other half of the problem, too. John: What other half? Charles: Convincing the existing board to perform surgery on itself. John: I suppose you’re right. Charles: In fact, it could be the other two-thirds of the problem. Designing a new board is probably the easy part. John: Yes, that is something to think about. Charles: For both of us. Have some more wine? John: Half a glass. Lookslike tomorrow is going to be a long day. Boards of directors have a fiduciary and moral responsibility to guide the organization toward a sustainable future by implementing appropriate economic, ethical, and legal governance policies.