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Board Governance: Where Is The Baby Elephant?

In two articles published recently by Independent School Magazine came two apparently contradictory messages. One was a well written, informative article by a prominent attorney about when and how non profits need to abide by the rules of Sarbanes-Oxley. He stated: “Analysis of board structure is not about assessing the passion, sincerity, and dedication of board members. Rather, it is about determining whether the governance structure supports and encourages the qualities that individual board members bring to the table. It is about looking for checks and balances and the prudent allocation of authority.” *

In the second article, an educational psychologist spoke of a troubled arts organization on whose board she served. This was where she was inspired to be a trustee with greater commitment rather than on the five other boards where she also had experience. She states: “… in the traditional sense, we didn’t have the strongest team of potential members. Yet, there was something about the passion for the organization…” **

Interesting how the word “passion,” in the view of an attorney writing about governance to ensure we abide by the law, plays a very secondary role to an understanding of boundaries of authority. However, in the opinion of a teaching educational psychologist writing about how boards need to function, the focus is on that very emotion, i.e., PASSION that awakened her to the joy in her board role.

Of course, the two thoughts need not be the polar opposite of each other, and certainly board members do exist who demonstrate both of these skills or traits in their trusteeship, but this article focuses upon the importance of “passion” in board members of non profits.

Back to the baby elephant.

Recently, I was invited to undertake work on board governance for the Houston Zoo. The Zoo Board is new, having morphed four years ago from a Zoological Society serving a city owned and operated Zoo to now a privatized version of the Zoo. The city of Houston still owns the property but it has turned over its operation to a non profit board of 30 community leaders, about seven of whom are mayoral appointees.

On the first day of my visit, actually at 4:45 a.m. on Sunday October 1, a baby elephant was born to Shanti, and the father, Thai. Shanti had given birth two years ago to another baby which she had rejected and which the dedicated Zoo staff had raised painstakingly. The staff was devastated when the young elephant had to be euthanized at the age of eight months after breaking a bone in a fall. This time Shanti was long over due, with a 23 month pregnancy.

The Zoo staff was nervous about this birth. Rick Barongi, the Zoo Director, had been sleeping all night on the floor of his office so he could be called to be present at the complicated birth of this 384 pound baby. This is the largest baby elephant known to have been born in a recognized Zoo in the US.

Everyone was anxious about how Shanti would respond this time. Rick and Deborah Cannon, the relatively new and equally dedicated CEO of the Zoo, were there early in the morning observing the mother and baby interacting with one another and watching for early signs of bonding. The story elicited an emotional response from the Zoo board members as well. As they came in for their meetings with me, each asked, “How is the baby elephant, and can we see him?”

The majority of the Zoo Board trustees serve on more than one Board, sometimes several. Some have substantial resources and give generously to many non profits, including private schools and universities, the Houston Ballet, the Opera, the Symphony and the Museum of Fine Arts. Some give generously within their more limited means. All have other commitments and other loyalties, and the Zoo may not have been their number one priority, with a few exceptions.

The Houston Zoo needs to raise approximately $50 million for the first phase of a new African Forest Exhibit. The hope is that the successful completion of this habitat will increase the popularity of the Zoo as a destination for Houstonians and visitors to the city as well as exemplify the latest trends in the care and well-being of wild animals in captivity. It is the ticket through which the Zoo hopes to elevate its status to one of the top five Zoos in the US.

The baby elephant could play a key role in promoting this project, perhaps not as much as the arrival from China of a panda on a special Fed Ex plane and truck drew local and national attention to the Memphis Zoo a few years ago. But this elephant was a wonder to watch. He sought out his mother while she reached out with her trunk for grass. The mother was held by ropes on three feet to prevent her from accidentally kicking or hurting her calf. The five staff and volunteers, surrounding the two constantly, were visibly anxious. The calf would walk under her Mother’s massive legs and very near to her moving feet, and one could not help but hold one’s breath. Even at 385 pounds, the elephant calf was a pip squeak next to Shanti weighing 8500 pounds.

The baby touched his Mother many times, going between her legs, bumping up against her purposefully every few minutes and then wandering away on wobbly legs briefly to explore his environment. It was critical and encouraging that Shanti was feeding the baby about five minutes every hour.

Almost every trustee that participated in the interviews and/or the workshop visited the remote part of the Zoo where Shanti and her baby were isolated to see how they were faring. These first few days were critical to the baby’s prospects for survival. There was a growing passion in the room. Passion for the Zoo. At the conclusion of the workshop, there seemed to be an increasing, palpable enthusiasm to “give and get” more funds for the Zoo and to recruit, attract and retain board members with wisdom, resources and passion. As the Director stated, “…Zoos must inspire their constituents to care. If we can get them to care with their heart then we can go to their heads and their pockets. The heart should always be first as that’s where you find the passion.”

The School World

For those in the independent school world, a passion for trusteeship (and ultimately giving generously) may come more easily since most of our trustees are parents, past parents or graduates, all of whom have a very personal reason for their loyalty and desire to serve. Sometimes that passion, if not governed carefully by a strong Chair and grounded in the Principles of Good Practice for Member Schools, is channeled improperly as board members step outside of their appropriate boundaries and begin to press for the very narrow interests of their children rather than for the broad long term interests of the mission.

But a board without passion, a board that focuses excessively on budgets and strategic plans, a board that is overly process oriented often misses not only the forest for the trees but misses both. One Head of School commented to me recently about a colleague who complained to him that his Board was “a bunch of “dead fish” lacking the passion of his trustees at his prior School. As Malcolm Forbes once said, “People who are never carried away should be.”

There must be time in board meetings, (perhaps even half of the meeting) that is devoted to a subject of substance and concern to all and announced in advance of each meeting. It is a lure to achieve full attendance; it is way to garner interest and support; it is a way to reconnect with the rationale for serving on the board; it is a way to ensure an appropriate degree of empowerment and to prevent the segmentation that can happen so often even when the board is functioning on a high level with productive subcommittees. There must be time available at each meeting for that “generative” thinking (to quote Dick Chait) and the resulting discussions which reignite the passion for service and the desire to lend financial support.

In one School recently the Board had already been canvassed for a capital campaign. Collectively they had donated two million dollars, the most this Board had ever pledged. Yet it was not enough to launch even a successful private phase of the campaign. The Board needed to raise at least 40% of the dollars or six, not two million dollars.

The Chair and Head organized an all day retreat. The Board members were assigned to one of four groups. Five trustees were in each group with one being a facilitator with financial resources who had already made a generous pledge and was thus motivated to ensure that his or her peers did as well. On the other hand, none of the facilitators had stepped up to the plate at the level of which ultimately, they and their families and companies were capable.

The Chair instructed each group to discuss the needs of the campaign and to personalize those needs in terms of how important each campaign priority had been to each trustee. He asked each Trustee to write down on a sheet of paper (no names) what additional gift his or her family might be able to pledge, including connections with family foundations and grandparents. These were not binding pledges but an attempt to reinforce the trustees’ own view of their fundraising role and to encourage them to stretch on their potential additional pledge.

The Head and the Chair collected the papers and quietly tallied the numbers. The total was written on a flip chart, $600,000 more than the original two million pledged.

The Chair sent everyone back to their small focus groups again to continue to discuss the need, their own commitment to it, where they could look for additional funds and in general to feel the passion of the School’s mission and of the campaign. The Head spoke twice, at the beginning and middle of the day, about his very generous gift, which was actually higher initially than the gift of most of the Board members present. The Head had no family resources and was pledging a portion of his salary over five years. He had no children at the school and was not a graduate. But he felt a passion for the mission and the cause, as did the Chair who led the pledge effort. The Head shared moving success stories of specific children in the School.

The Board members felt both motivated and a bit shamed by the generosity of the Head’s pledge when their resources were in almost all cases substantially more. After four more break out discussions, the Board had pledged (not legally but morally) almost exactly six million dollars.

The Board members had walked into that retreat having pledged two million. They walked out having pledged six million. They were emotionally drained but elated at the same time. The Board did honor the full six million in pledges.

Two questions for most boards to keep in mind:

  1. Where is the baby elephant in your room? Board members need to exhibit more often that contagious enthusiasm, even outright joy, and passion for their school or organization’s mission that the birth of the baby elephant has inspired at the Houston Zoo. What is the source of that passion in your boardroom, and how can you keep its flame alive and working daily to inspire the Board?
  2. How can you organize and structure a board meeting and an annual retreat to harness most effectively the talents, skills and resources of your Board to support the cause?

We do not have baby elephants born in our schools. But every year we do have children born who may be the next generation to attend our schools and often are drawn from existing siblings, graduates, friends and even neighbors.

In governing a board, trustees must keep in mind their fiduciary and legal responsibilities. Littleford & Associates preaches constantly and world wide to over 2500 client organizations and schools the need to bring the appropriate and relevant principles of the business world into the boardroom of the independent school and other nonprofit organizations.

YET in the midst of process, format and rules, we must never lose sight of the proper and vital role of passion. And if we find in our boards a pronounced sense of boredom and a lack of passion, then come visit the Houston Zoo to feel that excitement that the Staff and Board feel about this new elephant calf. As he touches Shanti tenderly all wait to ensure that she responds with motherly instincts and behaviors. Lacking the instruction from sisters and aunts in the wild to role model child rearing for her, Shanti does not know yet how to touch or move around her baby calf carefully, much less raise it. Even lacking that experience, Shanti could be seen gently, infrequently at first but then more often, reaching out to the baby with her trunk. And how that touch would send the baby quickly back under her, standing between her two legs in his sense of his safe and secure place in this strange new world.

And What About the Meerkats?

Around the corner the “mob” of meerkats was hustling and bustling in its outdoor quarters as the visitors came to the Zoo. There was always one sentry “on guard” on a high mound watching out for the group, standing up on his haunches. Only this time he seemed to pick up on the newfound passion at the Zoo. He seemed to sense that there was a difference in the Zoo. And there is.

*Johns, Martha Hart. “The Big-Picture Board-Creating a Culture of Generative Thinking”, Independent School Magazine, Fall 2006, p. 1.

** Ormstead, David E. “A New Imperative in Nonprofit Governance”, Independent School Magazine, Fall 2006, p.2

John Littleford
Senior Partner