Interesting Snapshot of NSO Board Structures

Over the years I have worked with many National Sport Organizations (NSOs) on governance projects. These have ranged from small reviews and bylaw tinkering to massive organizational changes. Equine Canada, Swimming Natation Canada and Golf Canada are some larger NSOs that have made big changes in recent years, with my help. I have written a lot about governance issues on this web site and remain intrigued about what it takes to succeed in large-scale organizational restructuring.

Over the last few months I started to get a hunch that something had shifted. When I started working with NSOs on governance structures, the majority still followed the traditional, geographically representative board structure of the national board being made up of representatives from provincial boards. For years I have called this the "sacred cow" of NSO governance: politically and emotionally hard to disturb, even though there are abundant reasons to do so. But I got a feeling that such boards were not in the majority anymore and might even be in a distinct minority. The idea of more corporate, more independent boards was catching on. I decided to check this out more formally.

So, in January 2011, colleague Moira Lassen and I gathered up all the governing documents of all Canadian NSOs and did a close examination of how national sport bodies were governing themselves. In particular, we looked at how national boards were structured, how small or large boards were, and whether the NSOs relied upon executive committees to carry out routine business. Here is what we found out.

As I sensed, the traditional representative board structure now exists in only 36 percent of NSOs, or about one in three. Just over 53 percent of NSOs have boards that are more independent, in the sense that directors are elected by the members but do not come to the board table as a representative of a specific geographic constituency.  These directors may not be independent as they may represent a particular group such as athletes, coaches or officials - but they are not at the national board table by virtue of their position with a provincial or territorial body. The remaining NSOs, about one in ten, are a hybrid of the two structures described above, in that some directors are elected or appointed from a region of Canada, but not from a specific province or territory.

As for board size, I determined (somewhat arbitrarily but guided by my experience) that a small board was 12 directors or fewer, a medium board was 13 to 18 directors, and a large board was 19 directors or more. My research showed that 57 percent of NSOs had small boards, 28 percent had medium boards and about 15 percent had large boards. Some of the boards in this latter group are as large as 36 directors. Of course, the smallest board among Canadian NSOs is Diving Plongeon Canada, which for many years has worked with a board of just five independently elected directors.

The final question, whether or not the NSO had an executive committee, revealed that 60 percent of NSOs govern with an executive committee, while 40 percent do not. There is some, but not full, correlation between board size and the existence of an executive committee (with small boards often being able to dispense with the need for an executive committee). I find this issue interesting, because my experience suggests that where an executive committee exists, it's authority often "creeps" into routine policy matters, with the result that the board itself becomes less engaged in the business of the NSO, and over time less relevant.

It will be interested to do a follow-up on this snapshot in a few years' time. The Not-for-Profit Corporations Act is due to take effect in the spring of 2011, and there is a 3-year window for compliance. The new legislation imposes limits on appointed directors and 'ex-officio' directors, where ex-officio means that an individual becomes a director by virtue of holding office elsewhere. The 20 or so Canadian NSOs that presently have a board that is representative of provincial and territorial entities may have to rethink that structure in order to operate in the new legal environment that will take effect soon.

Originally published: Sport Law & Strategy Group website (March 2011)

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