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A PROGRAM OF THE U.S. CHAMBER OF COMMERCE FOUNDATION
 

IOM Blog

April 14, 2023

What Constitutes Good or Bad Board Governance?

Governance as defined in the dictionary:  the action, manner, or system of governing.  The term governance is interpreted differently by our individual life experiences, both good and bad. In the non-profit sector, governance also has several meanings, but the most likely connotation of the word relates to “board governance”, which is the focus of this conversation. What constitutes good or bad governance?  This is also subject to interpretation but the starting point should be the bylaws of the organization. The bylaws, if properly written and adopted, should provide a roadmap for the organization’s structure.  How many board members are dictated in the document? (There is usually a stipulated minimum and maximum number).  What are the length of terms, number of terms that can be served?  What officer positions are required? (Chair Person, Vice Chair, Secretary, Treasurer or Finance Chair, etc.)

These are usually unpaid volunteer appointments.  What are their responsibilities?

They should be responsible directly to the board of directors and lead annual initiatives such as developing a budget with participation from the president/CEO, and his/her staff, strategic planning, and direct oversight/supervision of the president/CEO that includes an annual performance review.  What is the mission statement for the organization?  What is the vision statement?  Do they reflect the guidance established in the bylaws?

Thus far, you may be thinking, yes, of course.  That is what is expected.  Unfortunately, far too often, that isn’t what happens.  These board positions are often held by individuals of prominence and influence in the community.  They are accustomed to running their successful businesses, sitting at the helm, and making most of the decisions unilaterally.   Now they are making decisions as a group with majority rule, and hopefully, with gentle guidance from the CEO to ensure the board remains focused and constant in its policy delivery to its membership.

The decisions that the governing body make must consider many factors that are affected by the local political climate, the nature of the policy decision, the potential reactions by the business community it represents as well as those of the political leaders.  Are their financial implications related to the decisions?  (How many staff members will be needed to execute the policy, and how much staff time will be required?)

As an example, the Chamber of Commerce is usually the “go to” organization in any community that is sought for its position on politically sensitive occurrences.  Who is charged with the responsibility of disseminating the policy decision and how?  It should be the CEO or in some cases, the Chair of the Board.

There are many other factors to be discussed but we will save those for another day.

Avatar photo
Richard Dayoub, IOM, CCE
Founder and Principal
Thunderbird Management Consulting, LLC

Richard E. Dayoub is the founder and principal of Thunderbird Management Consulting, LLC. He began his career in the chamber world in 2003 as the Chief Operating Officer. In 2004, he assumed the position of president and was selected to be the Chamber’s President and CEO in 2007. Since 2004, Richard has served on the Collaborative for Academic Excellence, a nationally recognized partnership headquartered at the University of Texas at El Paso and chaired by the former President, Dr. Diana Natalicio. He has also served as board chair for the Child Crisis Center, board member of Junior Achievement and Big Brothers Big Sisters. In 2010, Richard was honored by the El Paso Child Guidance Center as the guest of honor for a fundraiser roast for the community based charitable organization, and was honored as the Fort Bliss Citizen of the Year in 2009, for his work in support of Fort Bliss soldiers and their families. Mr. Dayoub was inducted into the Fort Bliss Hall of Fame in May of 2013. Richard was inducted into the League of Women Voters’ prestigious Life Time Achievement Bravo Award for his contributions in public policy promoting good government and transparency, in October of 2017.

While serving as the CEO of the Greater El Paso Chamber of Commerce, Richard served as a member of the Department of Homeland Security’s Private Sector Advisory Commission under both Secretary Michael Chertoff and Janet Napolitano, and he worked closely with then Congressman Silvestre Reyes, former Mayor John Cook, Tom Thomas, our Civilian Aide to the Secretary of the Army and a group of community and business leaders to advocate for growth at Fort Bliss to the BRAC 2005 Commission.

Dayoub is a graduate of the Institute for Organization Management completing his coursework at the University of Arizona in 2009. He served as the Chairman of the Texas Metro Chambers of Commerce, serving in that capacity for two years, in 2010 and 2011. In 2007 and 2008, Richard participated as a Ford Foundation Fellow, a project focused on regionalism and sustainable development in partnership with the American Chamber of Commerce Executives. Richard served on the ACCE Board of Directors, as Vice Chair, and was an active member of the Metro Cities Council. Richard is an ACCE Fellow for Education Attainment. He received his Certified Chamber Executive Designation in April of 2014. Richard currently serves as a board member for the Sun Bowl Association, El Pasoans Fighting Hunger, the Stars Education Foundation, and is president of the Omar N. Bradley Chapter of the Association of the United States Army.

In his prior career, Dayoub was the president and CEO of a large regional travel company for nearly 30 years. In that capacity, he oversaw the growth and expansion of the company that transformed from a small local operation with 10 employees, to a company with 10 offices in four states and more than 100 employees. His company was recognized as the highest producing retailer in the southwest by every major airline, tour and cruise company in the country. He also served on American Airline’s travel advisory committee for ten years.

Richard attended the University of Texas at El Paso majoring in speech and theatre studies and recently returned to complete his work in Interdisciplinary Studies. Richard is an Air Force veteran, serving two tours in Vietnam from 1968 to 1970. He is married to Veronica Villaverde Dayoub, and has four children, Danielle, Damon, Samuel and Emily and three granddaughters, Ariah, Ava and Ryan.

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