Above board

Serving on, or aspiring to serve on, a board requires more than just an eye for governance, propriety, and fiduciary responsibility, it requires the type of innovative approach we should be applying elsewhere in life. Clark Hill’s Roy Sexton has some tips –including tackling those governance wonks.

Roy Sexton, Director of Marketing, Clark Hill


I’m on a few boards. Strike that. I’m on a lot of boards. That’s not a humblebrag. I’m just a boy who cain’t say no. And I’m desperate for validation. I know governance is crucial – like taking vitamins, eating vegetables, and attempting to exercise once a day.

That said, my personal physician is endlessly flummoxed by my chronic inability to follow those simple health guidelines. Not dissimilarly, governance is a topic that makes my knees run to water sometimes. And I was even the governance chair for Mosaic Youth Theatre of Detroit.

What is it about governance that makes all of us feel like we are in grade school and haven’t finished our homework? I’m going to seem a bit shaming here, but perhaps it is the presence of those governance wonks on each board. You know the type. The kind of people who can rhapsodise for hours on the relative merits of the Oxford comma or who read tax code for fun!

Don’t get me wrong. I’m glad they exist. They are the ones who sign up first for tedious yet politically fraught tasks like by-law review and revision and revision. And revision. The downside is that most of us don’t live in that same rarefied air, so we end up ceding our curiosity and thereby our knowledge of key structural issues, cultural history, and the business etiquette of those organisations we have chosen to help lead.

Plus, you know, due diligence and fiduciary responsibility would require us to take a more active interest and not let the overeager kids solely get the gold star for their copious knowledge.

Here’s the thing … much like a daily morning run, governance becomes kind of fun the more you do it. Digging in and, well, reading makes you smarter, more informed, and better positions you to create change and help your firm achieve its mission.

What keeps me sane and pointed in the proper direction when my inner t12-year-old would rather be reading comic books than preparing for my next board meeting? Keeping front and centre the following three “duties.” You’ve seen and heard them before. Much like a proper diet, we know these principles exist, but we don’t necessarily live by them … when a box of doughnuts is readily at hand.

Duty of Care

An expectation that should be fundamental to your commitment as a board member: your preparation, your inquisitiveness, and, ultimately, your competence.

In short, read the materials that are sent, make your own notes on what questions you will need to ask to further conversation and ultimately render a vote on key decisions. And, as needed, talk to your fellow board members and/or the support staff to collect any additional info you may need.

However, don’t become your board’s “Iago,” fomenting dissent and stirring controversy with a million interstitial conversations. Be an adult, assume positive intent, and remember you are there to support a mission and organisational growth. And, if something does seem amiss, don’t appoint yourself Sherlock Holmes and conduct a singular investigation. Approach your executive committee, raise your concerns, and ask for transparent resolution.

Side note: if you sleep-walk through your board duty, this can not only adversely affect the organisation you’ve chosen to help lead, but it has a downstream impact personally and professionally.

People talk, and when others ask about your work ethic and intellect, your fellow board members will remember if you shirked your responsibilities here. It’s also maddening to be a board member who is prepared and has attended prior sessions, only to have a discussion derailed by an entitled but uninformed board member who insists on “catching up” on items they would have known had they digested any work to that point. Pro-tip!

“Here’s the thing … much like a daily morning run, governance becomes kind of fun the more you do it. Digging in and, well, reading makes you smarter, more informed, and better positions you to create change and help your firm achieve its mission.”

Duty of Loyalty

Check your personal agendas at the door. The worst board experiences I’ve ever had have been as a volunteer for community theatre groups (note: NOT the previously mentioned Mosaic!). These groups wanted to walk a higher path, but inevitably devolved into artistic disagreements, driven chiefly because one (or more) desired a plum part in their 83rd production of The Sound of Music.

I eventually had to walk away from those sorts of roles, in part because I was sorely tempted to game the system in the futile hopes of playing the lead in Barnum. (This may or may have not actually happened … I plead the fifth!)

Trust me, your fellow board members can tell when you are pontificating and manoeuvring on a policy decision that may benefit your long-term ambitions. See previous points on “duty of care.”

Duty of loyalty is all about intention and integrity. Wear that neutrality hat and think about what is in the best interests of your members, clients, constituency. Chiefly, you are there to be a voice for the recipients of your organization’s services, not for your own selfish desires.

Do not share confidential information from board discussions. Honour the board team of which you are privileged to be a part. If you do find that a decision or discussion puts you in conflict with a personal or professional interest or investment, step away from the table. Trust me. People will respect you more for that than you can even imagine. And it’s the correct thing to do!

Duty of Obedience

I find this duty is closely intertwined with duty of loyalty. You must always keep as your north star the mission and goals of the organisation. Pay attention when those crucial elements are being developed and approved and, if you have concerns, air them then.

When the board finalises these items, even if there are elements that aren’t fully to your initial liking, you must follow the mission and goals as your board bible. You must never conduct yourself in a way that is inconsistent with this important framework.

You are carrying trust with your role, and to run counter to the mission, vision, goals, and values of the organisation erodes that trust. The duty of obedience requires board members to be faithful to the or mission. If any fundraising is part of your organisation, you must make sure those funds are deployed consistently with the donor’s wishes but always in alignment with mission.

Final note: these three duties are best achieved in balance with one another. Inexperienced board members may take one above all others and make it their holy mission to beat all others into submission. Don’t do that. Keep your head in the game and view your fellow board members and the organisation’s staff team as you would colleagues at work. Be prepared, be inquisitive, but offer grace as well.

Remember that, particularly if you are in a volunteer board role, everyone is taking energy away from their families and personal needs because of their commitment (and, yes, probably to feed a bit of ego too). In the end, you are only as good as the heart, wit, and dedication you bring to this activity. Honour these duties, absorb them into your DNA, and keep a healthy perspective (and sense of humour) about it all. Doctor’s orders!


Roy Sexton is director of marketing at Clark Hill and 2022 Legal Marketing Association president elect. He also currently serves on the boards of Ronald McDonald House Charities of Ann Arbor and Mosaic Youth Theatre of Detroit