121. Nobody is entitled to a board seat

Ever feel like you're "stuck" with the wrong people on your board? Things are *probably* aren't as bad as they seem.

 

Background Music is Of the Stars by KC Roberts & the Live Revolution.

 

SCRIPT

OK so the title of this episode might not seem correct to some of you, but it’s *technically* correct, which is the best kind of correct. The truth is, there are no circumstances in which you are unconditionally entitled to a seat on a board. Even in my one-owner, zero-employees corporation where I’m the only board member, I’m only entitled to a board seat as long as I fulfill any legal and regulatory duties. But let’s talk about some more useful situations that go beyond simple legal compliance. I meet a lot of organizations where the board and/or management seem resigned to the fact that they have to live with one or more bad board members, or with a board that, as a whole, just…doesn’t have the right people. In most corporate models, there are specific democratic processes for the election and removal of directors, but using democratic constraints as an excuse for living with bad directors is just taking a complex human issue and boiling it down to compliance again. A seat on a board is a privilege, not a right. There’s no specific person who is entitled to a seat if they are not willing, prepared, and committed to contribute to effective decision-making in the ways we’ve discussed already this season. Yes, your organization might have board seats set aside for representatives of an ownership or stakeholder group – and you should be working with those groups to make sure their representatives are, y’know, good directors! Or maybe you have an ineffective director that has several years left in their term. How about helping them to improve instead of just waiting for their time to come. And if improvement doesn’t come? Thank them for their service, and start the conversation about it maybe being time to make space for the next, more effective director. Directors are, or at least should be, more than seat fillers. They are the gatekeepers of good governance.