Associations do not usually outgrow their governance in one obvious moment.
More often, the organisation changes while the formal structure stays much the same. Membership increases, new activities are added, more staff come in, regional groups develop or commercial work becomes more important.
People adapt as they go.
That can work for quite a long time. Experienced staff know which committee really needs to see an issue. They know when something should go to the board even if the formal delegation is not especially clear. They know who needs to be consulted before a proposal has any realistic chance of moving forward.
Nothing necessarily looks broken.But if the association increasingly relies on people knowing how to work around its governance arrangements, that is worth paying attention to.
The structure still works, but only because people know how to work around it
Most organisations have some distance between the process on paper and what happens in practice. That is normal.
The problem is when the workaround becomes the process.
You might find that a committee has gradually taken on responsibilities that are not really reflected in its terms of reference. The same issue may appear in two different forums because both feel they have some responsibility for it. A senior member of staff may know that an approval technically sits with one group, but also know that nothing will happen until another group has discussed it first.
People who have been around for years generally cope with this quite well. A new person may not.
That is one useful test of whether the structure is still doing its job. If somebody needs several months of explanation before they understand how decisions actually move through the association, too much of the governance model may now exist informally.
Growth tends to make this more noticeable. An arrangement that was perfectly manageable when a small number of people spoke to each other regularly can become much less workable once more committees, regions, programmes and staff are involved.
Look closely at who actually owns the decision
If I were trying to work out whether an association’s governance had kept pace with its growth, I would start with decision ownership.
Take a reasonably important decision and ask who can actually make it. Not who discusses it. Not who needs to be consulted. Who has the authority to decide? The answer is not always as straightforward as people expect.
An issue might start with the executive team, move to a specialist committee, go to the board and then come back because another group has not been involved. Each step may make sense individually. The problem is that nobody was clear about the route at the beginning. That tends to create delay rather than disaster, which is one reason it is easy to tolerate.
Another warning sign is repeated discussion. If the same subjects keep appearing in several meetings, it is worth looking at why. Sometimes that is exactly what should happen. Different groups genuinely need to consider different parts of an issue. Sometimes it is just unclear ownership.
The distinction matters because adding another committee or another approval point rarely fixes the second problem.
Growth does not automatically mean that a structure is outdated. What matters is whether the formal model still bears a reasonable resemblance to how decisions are actually being made.
Long-serving people can make a weak structure look stronger than it is
Experienced people are often very good at keeping complicated organisations moving. They know the history behind committee responsibilities. They know which route an unusual decision should take. They know who needs warning before a sensitive proposal reaches the board.
That knowledge is valuable, but it can also make it difficult to see where the structure itself has become unclear.
One of the simplest tests is to imagine those people are not available.
It does not even have to be a permanent departure. What happens if two of the people who know the organisation best are away at the same time? Would a difficult decision still move through the right process? Would somebody know whether it belonged with the board, a committee or management? Could they explain why?
If not, the association may be relying on individual memory to compensate for gaps in the formal structure.
This often becomes visible during a change of Chief Executive, Chair or senior governance professional. The new person has the organisational chart, committee terms and delegations in front of them, but still needs somebody else to explain how things really work.
The departure has not created the governance problem. It has exposed it.
A fairly simple test
I do not think every period of growth should trigger a full governance redesign. In fact, constantly changing structures can create problems of its own. But there are a few questions worth asking periodically:
- Can people explain who has authority to make the association’s main types of decision?
- Are the same issues regularly appearing in several committees or groups?
- Have committee responsibilities drifted beyond what their terms of reference say?
- Do delegated authorities still reflect the organisation as it operates today?
- Would the system still make sense if one or two long-serving people left?
The answers may point to quite small changes.
A committee remit may need rewriting. A delegation may be out of date. One recurring decision may need a clear owner. A reporting line that made sense when the association was smaller may no longer help.
Sometimes the answer will be that the governance arrangements are still working well. Growth does not automatically mean that a structure is outdated. What matters is whether the formal model still bears a reasonable resemblance to how decisions are actually being made.
Associations need judgement, conversation and some flexibility. No governance framework can prescribe every situation that will arise.
But there is a difference between flexibility and dependency. If the system works mainly because a handful of experienced people know where the gaps are and how to get around them, the structure is doing less work than it appears to be doing.
That is usually a better time to look at it than after one of those people has gone.
About the author
Glenn Oborne is a director at Ingen Partners, a specialist governance recruitment and consultancy firm supporting organisations with governance leadership, succession, board effectiveness and senior governance appointments.
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