Paul Maurer – Board Governance

“During Covid, the six college/university Presidents in our area learned to lean on each other and work together.  That was a powerful experience of teamwork, collaboration, and friendship.” -Paul Maurer

[00:00:00] Tommy Thomas: This week, we’re continuing the conversation that we began last week with Paul Mauer, the president of Montreat College. If you missed that episode, we’ve talked about what one writer has referred to as the “Miracle at Montreat”. Today Paul is sharing lessons that he’s learned about nonprofit board governance over the years. 

Let’s change over a little bit to the board aspect of being a president. What was the biggest adjustment that you had to make between, say, reporting to the CEO as a cabinet member and then as the President reporting to the board?

[00:00:40] Paul Maurer: Yeah, it’s a great question. I’m a bit of a governance nerd. I really think about and study governance. I did that in my doctoral work. I do it as a college president in nonprofit governance. 

Your board policy manual really matters. It matters because your board needs clarity.

The president needs clarity. What is the role of the board? What is the role of the president? What’s the role of the relationship and what’s the role of everyone else on campus in relationship to the board? And so, in the world of board governance, there are working boards and there are policy boards.

Startups tend to have working boards, like true startups, like really small organizations, more established organizations. If they haven’t transitioned to a policy board, they probably ought to consider doing so. Because you don’t really want a board involved in the operations of an organization.

I’m deeply grateful that my board gave me the lead role in board development, meaning recruitment of new board members, training of board members, and the board policy manual. And we have a great board today, and they really understand that the board should not be involved in operations.

That’s the CEO’s job but one should be sure that they’re being fiduciaries, that they’re making sure there’s a strategic plan that’s being carried out, their success along the way, and that they manage or evaluate. They don’t manage, they evaluate the presidents. They hire and fire the president, the CEO.

I do think that my argument would be that it’s more important for a President to be a CEO than a President. The President is, as I think of a bit of an old model for college leadership, it’s rooted in what I think is not a very useful model of shared governance. I think the CEO is a better model, but you also need a CEO who’s sensitive to campus dynamics and the idea that consensus really matters.

And a consensus building CEO I think is the best model, but I think that the CEO also needs to be the CUO – the Chief Urgency Officer, because things are changing so fast. 

And if the CEO is not leading change with a great sense of urgency, then I think the institution puts itself at some measure of risk.

[00:03:21] Tommy Thomas: You’ve served on other boards, and you’ve reported to at least two, give me some attributes of a great Board Chair. 

[00:03:29] Paul Maurer: I think the central role of a Board Chair is to manage the board. It’s not principally to be a person of wealth or to be connected to persons of wealth. I don’t think that’s the right model for a Board Chair of a college.

I think the right model is someone who understands nonprofit governance and manages the board meeting to meeting because the board ultimately is the boss of the President – CEO, only during those board meetings. So the board chair needs to constantly instill clarity in the board to encourage them and steer them away from being involved in operations from directing the presidents, and to maintaining the role of being an overseer that the CEO reports to three times a year or however many times a year that board meets.

The best chairs I’ve worked with really understand governance and really do well in managing the board’s expectations of what that governance entails. 

[00:04:41] Tommy Thomas: How does a good Board Chair draw out the silent board member? 

[00:04:47] Paul Maurer:  In our board meetings, we have blocks of time for plenary sessions for the big picture items. And there’s always time in there for dialogue and for feedback. And there are times when we build into our board meetings. When I give my board report, I give a little bit of a board update, a little bit of a report, and then I just open the floor to questions.

And so there’s just this open dialogue that I have with my board during the president’s report at the beginning of the day and then the middle of the day during plenary sessions. If I’m informing or bringing an action item to the board as a whole, we are sure to build in time for dialogue, deliberation, questions, understanding, and in between board meetings, I’m sending information on kind of the latest update on what’s happening in my world.

So, they’re getting articles on a regular, semi-regular basis that if they’re able to take time to read them helps keep them abreast of the most pressing issues that I’m facing on a regular basis. 

[00:06:04] Tommy Thomas: So how often do you and your Board Chair, do y’all have regularly scheduled times or is it as needed?  How do y’all relate to each other? 

[00:06:12] Paul Maurer: I’m aware that friendship is a tricky element in these things. I happen to have a very deep and strong friendship with my board chair, which preceded him coming on the board and he became a board member. And now as chair and I’ve changed my mind on this, Tommy, because there was a time earlier on when I thought that those were mutually exclusive and now, I don’t think they’re mutually exclusive.

I think it can work very healthfully. And now I actually try to cultivate friendships with my board members in a way that I didn’t early on in my first presidency, certainly not early on at Montreat. And so I think that dynamic when healthy is a really powerful part of making it work well.

Any model can be abused. Any model can go awry. And I’ve seen that and I’ve heard about it an awful lot. I’ve experienced it. But I’ve also experienced the flip side of that, where a really meaningful friendship can also be the basis of a really healthy CEO-Board Chair relationship. 

[00:07:34] Tommy Thomas: Can you think back as to, you mentioned early on at Montreat you hadn’t gotten there yet.  What changed? 

[00:07:43] Paul Maurer: In the relationship with my board chair? 

[00:07:46] Tommy Thomas: Yeah, how did you make that transition from thinking it wasn’t healthy to realizing that it could be healthy? 

[00:07:52] Paul Maurer: I guess experiencing it along the way, initially without intending it to be that, and I went, this actually works.

And so, when my current chair, when I began discussions with him about, because he had led a major healthcare nonprofit and grown it from a $25 million budget to $125 million budget. He had led a nonprofit.  He had worked in that sector for all of his career in healthcare, not in education.

And so, I knew that I wanted him to be my next board chair when that time came. And so it was really then that I began to think in this kind of new model that maybe there’s a way for and as I look back, I’ve actually had these like really healthy relationships with my past two board chairs here at Montreat.

And gosh, what a better way to do it, and it really is possible. It eventually dawned on me that I could intentionally pursue that. 

[00:09:01] Tommy Thomas: Do you have a term limit for your board chair? 

[00:09:04] Paul Maurer: Five years, but it’s year to year, up to five years. 

[00:09:09] Tommy Thomas: And what about your board members?

[00:09:10] Paul Maurer:  Nine years, the terms are three years renewable, two times for a nine year max with a one year minimum required off before renomination. One of the changes we made here was that every three-year term we do the board does self-evaluations for those that term and peer evaluations for those that come to term.

There’s an honest, self-reflective, peer reviewed process that goes through a committee on trusteeship every year for those at a term to ask the question, is this going well? Is this a time to continue on or a time to step off?

And so it’s not a nine, it’s not a nine year. Every three years we talk about it.

[00:10:08] Tommy Thomas:  Is that fairly common in the nonprofit sector from your experience? 

[00:10:12] Paul Maurer: The board policy manual that we use was the work of Bob Andringa who was the CEO of the Council for Christian Colleges Universities some years ago. And Bob developed the BPM (Board Policy Manual) that we use.

And as I understand it, there are 60 or 70 or 80, I think mostly CCCU schools that have adopted some version of Bob’s work. And I just think it’s so well-crafted and we of course made it ours with Bob’s permission. And it’s just a really, it’s a really well done, thoughtful way to do governance.



[00:10:53] Tommy Thomas: A lot of people that I talk with, there’s a move toward lowering the mean age of the board and also increasing diversity. What kind of experience have y’all had at Montreat on those issues?

[00:11:03] Paul Maurer:  We’re intentionally trying to increase diversity. We’ve not found that to be an easy pathway, but we are committed to it.

And on age I would just gently push back on the median age lowering. I’m very much of the Aristotelian camp that young people have less wisdom. And part of what you want for board members is wisdom. Wisdom comes with experience, and experience comes with age and the hard knocks of life.

And just the journey of life with gray hair and getting beat up occasionally. And I want younger people on the board, but that’s more, that’s less common. They’re actually very hard to get on the board because they’re less really qualified candidates in my view, and they’re uber busy with career and family.

So the young members I have, the 30 somethings I have on my board, I have two of them. They’re like up to their eyeballs, four or five kids each, they’re CEOs or leaders in their own rights and rising in the ranks. And these people have large portfolios and enormous demands on their time.

Then my 70- and 80-year-olds, and even I have a 91-year-old board member who I recruited at the age of 87. And he said to me, he said, Paul, what if I die? And I said, Bill what if I die? We’re all going to die. You’ve got a lot of gas left in your tank. You’ve got an enormous amount of wisdom.

And you may have others who think that you’re too old to be a board member. I don’t think that at all. And if there comes a day when your health has slipped, your metro capacities have slipped, we’ll have that conversation and we’ll have it openly and honestly. Honestly, the seventies, eighties, and 90-year-old trustees I have are really easily among my best trustees.  They’re phenomenal.

[00:13:22] Tommy Thomas: Let me get you to respond to this quote. You need a director on the board who will be a pleasant irritant, someone who will force people to think a little differently. That’s what a good board does.

[00:13:39] Paul Maurer: I think I would probably not gravitate toward the word irritant, and I would say I, I’d probably substitute something a little softer than that, that you want to be objective and you want to be able to deal with the hard issues. And frankly, the CEO ought to be leading the way on that, not a board member.

I think it’s fine for a board member to raise difficult or uncomfortable matters, and I certainly have board members who do that, and I think that’s fine and it’s healthy, but I think that can come by from different means, and it can come without it being quote unquote, maybe I’m just hung up on the word irritant.

I think you can have really robust, difficult, honest, truthful conversations without it being irritating. 

[00:14:40] Tommy Thomas: Okay. Talk about your philosophy or your use of the executive committee? 

[00:14:48] Paul Maurer: I think it’s vital and extremely valuable in a healthy board situation, and I’m qualifying a lot of my comments with a healthy board because I’ve worked for both healthy and unhealthy boards.

I happen to be working for a very healthy board in my time here at Montreat. And so the executive committee functionally is a decision that needs to be made quickly between board meetings and the CEO either doesn’t have the authority or just wisely wants the board to help own that decision and goes to the executive committee in between board meetings for a fast decision.

Early in my time here, I used that executive committee with more frequency than I do now. But I don’t have the number of fires now that I had back in 14, 15, 16, 17. And so I still use the executive committee, but it’s less frequent and the larger board has fully embraced the executive committee in that way.

[00:16:01] Tommy Thomas: How often do you use the executive session? 

[00:16:04] Paul Maurer:

Every board meeting, we have two executive sessions, one with the president and one without the president.

Actually in inverse order – the first without the president. And then I’m brought back in for executive session with the president and where I’m told what was discussed in session without the president fully briefed and then engaging in a conversation where it’s just me and the board in whatever they want to talk about freely, they don’t feel free to talk about necessarily with a cabinet in the room.



[00:16:37] Tommy Thomas: We mentioned strategic planning a few minutes ago. Does your board, are they involved in that, or do you and your staff bring that to the board? 

[00:16:44] Paul Maurer: The latter in our board policy manual, the board’s role is to approve a strategic plan recommended by the president and to receive updates and make sure that the CEO is making progress on the strategic plan. And so I give reports on the strategic plan, but the board is not involved in the creation of the strategic plan. 

[00:17:07] Tommy Thomas: How does the CEO evaluation take place at Montreat?

[00:17:11] Paul Maurer: So I submit a set of goals to the board on an annual basis that are metrics tied to the strategic plan, and they’re evaluated at the end of the year.  And we, in our executive session, have a conversation about my delivery toward those goals. 

[00:17:32] Tommy Thomas: Is that on an annual basis? 

[00:17:35] Paul Maurer: It is in our policy manual. It is an annual activity. 

[00:17:39] Tommy Thomas: How have you and your board addressed board turnover? In terms of maybe involuntary or voluntary?  I guess people decide they don’t have time. They don’t enjoy it. How are y’all doing with that? 

[00:17:53] Paul Maurer: We’ve grown our board over the years, but we’ve certainly had people who, I had two resignations in this last run up to my board meeting last week. And they were just personal situations that they felt like they just needed to focus on some personal matters that they didn’t feel like they could do justice to their service on the board.

And we regretfully accepted their resignations. But in those cases, it had nothing to do with the college or the board or it was purely personal. That’s mostly what we’ve experienced over these years. Most of our trustees go to term and we have them term out after nine years. We celebrate them and thank them.

We’ve grown our board from our bylaws. Say that we can have between 12 and 36. It’s a very wide range. When I first got here, we were in that 12 to 15 range for a number of years. Maybe ironically, maybe not. Ironically, during covid we had just a tremendous breakthrough in people saying yes to joining the board.

I do a lot of board cultivation with board members who are bringing prospective trustee names to the table. We have a very robust list of prospective trustees at all times. Somewhere between 10 and 15 on our prospect list. And some go fast, some go slow, some never materialize. We’re about 20 board members today.  Our target is to get in somewhere between 25 and 28.

[00:19:31] Tommy Thomas: What kind of strategy do you use to keep that list at 15 to 20? 

[00:19:36] Paul Maurer: Probably closer to 10 to 15. Yeah. And that’s really the work of the committee on trusteeship to surface names. We also have, as we recruit new board members in, they bring fresh names to that list.

So we’re constantly messaging like that. That’s a document. That’s a living, breathing document. And some people stay on the A-list, some move to the B, some move to, we ask and they said no. We’ve got six or eight tabs on that spreadsheet, and it’s constantly a living, breathing kind of document.

[00:20:15] Tommy Thomas: This might be a mundane question, but I hear it asked a lot. Do you have a board meeting evaluation fairly regularly, or how do y’all approach that?

[00:20:25] Paul Maurer:   Every board meeting, as soon as the board meeting is over, they get a email in their inbox asking them to fill out an evaluation of the board meeting.

They’ve just finished. We give just a small number of days to do that so it’s fresh in their minds. And then the Committee on Trusteeship takes that feedback which is both on a Likert scale as well as open comments available to, for them to make. And then that is discussed at the next committee on trusteeship meeting.

And we’re always trying to get better and refine and bring some changes to how the board meetings are conducted. And those surveys have served a very valuable role in that way. 

[00:21:09] Tommy Thomas: What did you learn through Covid that you’ll take forward? That maybe you didn’t do before Covid in terms of board relationships and board governance?

[00:21:19] Paul Maurer:   One of the observations I made during Covid was man, we’re in this together. And my board chair is a public health expert, as I mentioned before and when Covid hit I remember calling him in early April and I said I don’t have a clue how we’re going to reopen.

Can you help us? And he said I’d love to help you. And I said I’ve developed a friendship with the other four-year residential college presidents here in Western North Carolina. There are four privates and then a couple of major publics. Would you be willing to help them too? And he said, absolutely I would.

That group of six presidents plus my board chair met on a zoom call at noon every Wednesday for a year and a half to figure out how to open residential both years of covid. And that was a powerful experience of teamwork and collaboration and friendship and setting aside the inevitable competition that exists between these institutions and saying, there’s a bigger picture here, and I think the benefit of that was very great for all of us.

The second thing I’d point to is that the level of fear that I observed during covid was something I’d never seen before, how widespread, how deep it was. And so the word courage became a central concept that whatever we did, we needed to really lean into the courage of critical thinking and what’s best for the institution, what’s best for the students and the staff here.

And there was no one size fits all in Covid in vastly different circumstances in different parts of the country. Vastly different realities of the impact of covid with different age groups and so we had to make decisions for 18- to 22-year-olds in our campus and our employees. That’s how we had to make decisions.

And you can’t possibly have state mandates or county mandates or federal recommendations fit every circumstance. And we made decisions that we believed to be in the best interest of our community. And we took some criticism for that. But overall, I would say that those who chose that kind of a pathway were probably more rewarded than not.


[00:24:20] Tommy Thomas: I’ll ask you two final questions and we’ll try to land this thing. Go to the board and the CEO’s succession plan. What have y’all done there to ensure some sort of untimely succession? 

[00:24:35] Paul Maurer: So we’re actually just starting that conversation like literally last Friday at the board meeting with kind of keyman questions.

And we haven’t done a lot there on the longer question of succession. I’ve started thinking about that. I’d like to stay longer. I don’t really have an interest in retirement. Not at this point anyway. And today I’d love to go another decade or so.

We’ll see what happens. But I’m increasingly of the mind that the best succession plan is to bring one or more people onto your team who may have the potential and groom them. 

Talk openly about succession and see what happens with the possibility that the CEO can actually play a central role in the recommendation of his or her successor.

The way the church does this, and the way colleges and universities do this, in my experience the pastor and the president really play very little role at all. Either limited or none. And the more I’ve been thinking about this and talking to peers about this, the less that makes sense to me.

And again, in a healthy situation, the board I think could and should rightly lean on and engage at a very deep level, the CEO of the college to say, what do you think? Who do you think we should hire? What are the core competencies? Can we get that person on board? And so, what I’d like to do in the years ahead is get two or three, maybe even four people on my cabinet who have the potential capacity for becoming a college president and see if we can’t raise one of them up into the role as my successor.

Whether that works or not, I can’t predict that, but that to me seems like a wise model if you can do it healthfully. 

[00:26:43] Tommy Thomas: What are you going to say if you get a call next week from either a friend or maybe someone you don’t know that says Paul, I’ve been asked to serve on a nonprofit board. What kind of council are you giving somebody who’s considering a nonprofit board service? 

[00:27:00] Paul Maurer: It ought to be done with a significant measure of time, talent, and treasure.

It ought to be a major commitment of yours if you’re serving on lots of nonprofit boards. Unless you’re willing to put this new one at a higher level of commitment than the others, maybe you shouldn’t do it. I think that the best board members of nonprofits are vested.

They’ve got skin in the game. They’re giving of their time, their talent, and significantly of their treasure. The treasure’s the hardest one, I think. We ask all of our trustees to commit to Montreat being a top three philanthropic priority prior to trusteeship. And that’s a stumbling block for some people.

But I think in the end, it also fosters the creation of a board that has skin in the game and that really is serious about the future of the institution. It’s not a casual kind of volunteering. It’s a serious kind of volunteering. 

[00:28:13] Tommy Thomas: It has been great. Paul, this has been so much fun. Thank you for carving out an hour and a half of your time for me. I appreciate it.

[00:28:20] Paul Maurer: Tommy, I’ve enjoyed it very much. You ask a lot of very good questions and I’m certain that your podcasts are of great value to those in leadership and those thinking about leadership. So, thank you.


[00:28:32] Tommy Thomas (2): Next week, we’re going to conclude the conversation that we started with Caryn Ryan and Episode 84. In that conversation, Caryn shared her leadership journey from BP/AMOCO to CFO for World Vision International to her current role as Founder and Managing Member of Missionwell.   In next week’s episode, Caryn will be sharing lessons on nonprofit board governance that she’s learned over the years. 

[00:29:04] Caryn Ryan: There’s a lot of financial literacy questions there. So how can you ask tough questions if you can’t read the financial statements or financial reports and understand them? And sometimes there’s issues with what’s delivered to boards too, in terms of information, but sometimes it’s just a basic lack of understanding.

I think too, there’s also a fundamental issue that sometimes with boards, they don’t get enough board development or board training and they really just don’t understand their key role when it comes to accountability. And so, they don’t understand that it’s their job to ask the tough questions.


“I have a 91-year-old Board Member. He has a lot of gas left in his tank and an enormous amount of wisdom.” -Paul Maurer

Links and Resources

JobfitMatters Website

Next Gen Nonprofit Leadership with Tommy Thomas

Montreat College Website

The Miracle at Montreat

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