Managing Governance When You’ve Trimmed the Board

Streamlining board size is often praised as a virtue. But what do you do with all of those board members who are forced to be left behind after a cut?

That question has been facing the National Kitchen and Bath Association in the past year, as it’s pursued a substantial governance overhaul. NKBA CEO Bill Darcy had been thinking about making a change ever since he read the book Race for Relevance  (opens in a new tab), recognizing that the association’s 29-member board structure was too large and too cluttered with requirements to make it as effective as it could be.

One problem was chapter representation. Under the prior scheme, a full third of the board seats were reserved for representatives from regional chapters, with further breakdowns by industry. Darcy recalls one observation from the consultant who worked with NKBA on the overhaul: “He said, ‘Think about your group. You have 10 regions representing the chapters, then you have all these segments: remodelers, builders, designers, manufacturers. You assign them silos, then you ask them to come together and unify. You’re almost intentionally de-unifying the group.’”

Another problem was the forbidding path to board leadership itself. “Cumbersome,” says Darcy. “Complicated. You have to volunteer at the chapter, then you have to become a chapter rep. Then the stars align when your term is up. There were all of these policy conundrums that were limiting the talent, and I think the chapter people saw it. The national people certainly saw that, ‘Here’s a great person who wants to volunteer. Well, OK, they can’t.’ It was just not progressive.”

So under the new system, NKBA removes the regional requirements and proceeded to slim down the size of the board from 29 to nine—not quite five, as Race to Relevance provocatively recommends  (opens in a new tab), but they talked about it. “Nine was not somewhat magical,” Darcy says. “It just was an evolution of a discussion that went from five to 29.”

This wasn’t an easy sell, especially for the chapter leaders who feared that their individual voices would be lost in the restructuring. To manage that, Darcy had the help of NKBA’s immediate past president, who had a strong connection with the association’s 68 North American chapters. And to find a place for those who won’t make it back on the board after the next election, NKBA has introduced what it calls a “generative council.”

The generative council, which can have up to 25 members, is “more of a universal task force,” Darcy says. “There will be some projects that the board will review and analyze, brought forth by the staff or by themselves that the board doesn’t necessarily want to take the time out to dig in the weeds to.”

This is a tricky transition. The upside of the generative council is that when the new structure is implemented early next year, the association will have a large pool of voices. And it gives everybody on the current board a role: As votes for nominations roll in this summer, those not elected will move to the generative council. “That allows everybody who is on the current board to fulfill some type of a term moving forward,” Darcy says.

The downside is that the generative council in non-voting, and NKBA’s challenge will be to find tasks to keep it relevant. “This is still a big unknown,” Darcy says. “What does it mean? What am I going to be asked to do? Can I bring ideas to the board?”

In the future, board service at NKBA should involve less precise movement up a ladder but more vetting—a new leadership recruitment committee is tasked with identifying potential board members and proposing slates of candidates. Darcy’s own role in selling these changes is to emphasize the business case for streamlining the board—not just for efficiencies within the board, but the good of the overall industry.

“I think bringing market intelligence to the group is something that we will be able to do more and more of with breaking down these barriers,” Darcy says. “I think that’s one of the biggest things is just allowing the skill sets in the industry to come forward and be part of it. Because previously there was a lot of barriers. They just couldn’t, based on the mechanics of our system.”

How has your association handled board members potentially left behind after a governance overhaul? Share your experiences in the comments.

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