CSI Governance Failure

The widespread collapse of member confidence in CSIs Board of Directors and CEO may be an indication that the organizations governance system is not functioning as intended.

One of the positive changes our current CEO brought to our organization was instituting the Carver Policy Governance model to better define our governance and management functions. In a member-based non-profit organization, the members are analogous to the owners of the organization. As owners, membership delegates authority to the board which then serves as their representative, exercising governance on their behalf. The board’s responsibility is to determine and communicate the members’ organizational values and desired outcomes, then delegate operational authority to the CEO. The CEO is accountable to the board for achieving those outcomes within the limitations established by the board.

Under Carver Policy Governance, a primary responsibility of the board is to maintain a trustworthy linkage with the organization’s owners (membership) and to monitor whether executive actions remain consistent with board policy and member-defined ends. For policy governance to function properly, the board must actively engage with membership to understand their values and expectations.

A widespread collapse of member confidence is compelling evidence that the board failed to fulfill its duty to ensure that executive leadership understood member expectations, communicated material changes transparently, and preserved the trust upon which member organizations depend. When trust deteriorates to the degree currently visible in member discussions, public commentary, and chapter and regional meeting debates, the board’s responsibility is not to defend management’s decisions reflexively but to investigate whether executive performance remains consistent with board policies and organizational ends.

Carver Policy Governance does not rely on trust alone; it relies on structured monitoring and accountability. When members express confusion, surprise, distrust, and concern over a major strategic initiative, proper governance requires the board to act. When members no longer believe that leadership is acting transparently or in alignment with the organization’s mission, proper governance requires the board to act.

The board has a fiduciary obligation to determine whether those negative reactions from membership reveal a failure in ownership linkage, oversight, monitoring, or accountability. If the board determines such failures, it must honestly assess the causes, come up with a plan to correct the deficiencies, implement that plan into action, and most importantly reestablish a trustworthy linkage with the organization’s owners, our members.

Ignoring or minimizing such concerns risks transforming a solvable management problem into a potentially fatal governance failure, one which may destroy CSI.

[Posted on CSI Community Forum]