It is well known in corporate circles that good owners and their boards will not make a company, but bad owners and their bad board will inevitably kill a corporation. It is also well known that troubled owners and boards outnumber functional owners and boards by a wide margin. A dysfunctional group of corporate owners and their board is not a monolithic reality; instead it is multifaceted in nature. In this series of modules, we will examine four categories of dysfunctional behavior that are currently impacting UICI™ (hereafter also called Unity). Often these different types of dysfunctional behavior occur in combination, but it is nevertheless useful to discuss each type separately if for no other reason than to provide a clear presentation of the issues.

The four different types of dysfunctional behavior are:

Boards are by definition deliberative bodies, which presupposes some amount of friction among directors as the Board goes about its work. On the one hand Unity's Directors and the President must have some skills when it comes to conducting deliberative discussions. People who have achieved some status or success in life generally treat each other with respect and welcome differing points of view. Sometimes, though, difficult situations are encountered that will require leadership from the President and cooperation by the Directors.

Occasionally, a difficult situation will arise that can persist or deepen into serious, debilitating conflict within the Board or with the President. Such conflicts can threaten the existence of Unity. Conventional wisdom seems to have little to say about how to handle difficult situations that can deteriorate into an open conflict. If these matters are not resolved expeditiously, this can result in a stalemate or a breakdown of the Board, which can in turn, result in organizational inaction, multiple resignations from the Board and other damaging consequences.

Fortunately, there is an approach that is specifically designed to constructively resolve difficult situations. This approach is called the Multi-Dimensional Problem Solving Method.that was developed by George M. Sistrunk. The goal of this approach is to treat a difficult situation as though it has several interacting, interrelated and interconnecting causes. This allows the President and the Board to authorize a Compliance Director to conduct a thorough investigation into the matter in ways that are positive and productive rather than negative and damaging. Of course, this approach is no guarantee that a consensus outcome will always be achieved or that deep controversy will always be avoided, but its use is far more likely to result in a positive outcome than otherwise.

The first stage in the Multi-Dimensional Problem Solving Method is containing the situation. This is important in the context of a Board because a Board is a standing deliberative body with significant pre-existing relationships and “superordinate goals” consisting of at least the individual Director’s legal duties, which necessarily include certain subordinate shared goals such as, in the case of UICI™, maximization of Shareholder value, etc. The second stage focuses on isolating problem causes. In order for this stage to succeed, the Compliance Director must have access to all of the relevant information. It is important for the Board and the Standing Committee to understand the broader context in which the problem to be solved resides. And, it is important that the Board and the Standing Committee have a clear concept of the definition of the problem to be solved. This level of understanding typically requires considerable effort to develop, and it certainly ought not to be assumed at the outset, even when Board members know each other well.

The third stage, developing a solution strategy, consists of several sub-stages. The first sub-stage consists of identifying options for solving the problem under consideration. For this sub-stage the tool of “brainstorming” is ordinarily required. The second sub-stage consists of establishing criteria against which potential options can be evaluated and then thoroughly narrowing the available options  with an evaluative process. The third and final sub-stage consists of refining outcomes, which includes negotiating final details, developing action plans for implementation, anticipating obstacle’s to implementation, and utilizing advanced planning  to overcome any foreseeable obstacle/s to the decided upon solution strategy. The final sub-stage is monitoring the solution process so that any changes can be made in a timely manner.

The classic approach to the Board’s purpose can best be described as a resource for the President and the Standing Committee. Directors are expected to provide valuable input to the President as well as bring valuable contacts and potential business opportunities to Unity. Directors are not expected to challenge the President in public, spread malicious gossip about the President in public or fail to follow Presidential directives and/or South Carolina's code of laws and/or federal rules and/or regulations.

This “Resource” paradigm was the dominant paradigm until about 2010. In the 1980s and 1990s a counter-movement began with the idea that the Board should be more active and provide more than mere assistance when asked. This counter-movement was given significant impetus by the corporate scandals of the late 1990s and early in the 2000s, which cast a spotlight on the limitations of the "Resource" paradigm. The Board of Enron was populated by directors of the highest caliber, and yet the CEO perpetrated massive accounting fraud over several years.

Where were the directors when these bad acts occurred, and why did the Board not stop the CEO before harm was done? The Board of Tyco also consisted of highly respected individual directors, and yet the CEO treated himself shockingly well at the expense of the company. Again, why did the Board not discover these bad acts and stop them? And of course, in 1996, Unity's previous Board, failed to honor agreements, failed to abide by bylaws and violated State law. Where were the other Directors that sat on the Board?

From these problems arose a new paradigm for the purpose of the Board – that of a “Watchdog” on the President and/or CEO for the Shareholders. This new paradigm is embodied in the Sarbanes-Oxley Act, the Dodd-Frank legislation, and new exchange listing rules and requirements. Some examples of the changes associated with this paradigm are: the CEO no longer selects directors (and thereby conferring the attendant pay and perks); independent directors control the audit and compensation committees; and independent directors often meet in executive session outside the presence of the President and/or CEO.

Under this "Watchdog" paradigm, dysfunctional behavior on the part of the Board can consist of a failure to move away from the "Resource" paradigm. Although the process is ongoing and continues to be challenging for all concerned, most Boards; in other major corporations, have made significant progress in this regard as a "Watchdog" for Shareholders. Acknowledging the improvements embodied in the "Watchdog" paradigm over the "Resource" paradigm, the "Watchdog" paradigm presents its own difficulties, primarily with respect to the adversarial atmosphere that can result. The President and/or CEO and the Board should be on the same team and should have the same ultimate goal – the success of Unity and as Madam President, Diane Wesley Williams is fond of saying, "Everything must be in order and all of us must be on the same page".

If adversarial relationships continue to develop, like the one that currently exist between a Director and the President, this can cause any number of problems for the Standing Committee and Unity. In addition to unsubstantiated and false gossip, directors can attempt to reach around the President or CEO to obtain information or give directions within Unity, that can undermine the President, the CEO and/or the Standing Committee. As another example, without a trusting relationship between the President or CEO and Directors, the Board can be too quick to demand the removal of a Director, Committee Chairperson, the President and/or the CEO, resulting in unnecessarily inconsistent leadership.

As a result of these problems, a third paradigm is emerging in corporate America. This third paradigm is the Board is a high-performance team. The central feature of this “Team” paradigm is collaboration on the part of the directors among themselves, with the President or CEO; and in Unity's case, with the Standing Committee. “Collaboration” or a failure to "Collaborate" is a term that is all over cable and network news from the highest government official to the lowest. Commonly the word is understood as a synonym for the word “cooperation”. However, at Unity, the word has a deeper and richer meaning.

First, the word relates to an individual’s approach to others whenever a conflict arises.... such that.. the word presupposes... and only has meaning in the context of interpersonal conflict and a failure to work together to solve common problems or settle interpersonal issues. Second, and in the context of conflict, “Collaboration” is one of five approaches Board members at Unity  can adopt toward each other whenever disagreements and/or conflicts rear their "hoary heads". The other four approaches are:

Unity's approach differs from other corporate norms; with respect to "Collaboration" in two aspects. The first aspect is.... as with the common understanding, "Collaboration" is the degree of “cooperativeness” one Director demonstrates toward the other. “Accommodating” and “Collaborating” are cooperative, and “Avoiding” and “Competing” are uncooperative and opposite sides of the same coin. “Compromising” is mid-range on the cooperativeness scale. The other aspect in which Unity differs, and this aspect is not part of the common understanding, is “assertiveness.” “Avoiding” and “Accommodating” are low on the assertiveness scale. “Competing” and “Collaborating” are high on the assertiveness scale. Again, “Compromising” is mid-range on the scale.

Therefore, at Unity, imbedded within the concept of “Collaboration” is the juxtaposition of cooperation and assertiveness, both being strong at the same time... such that...each acts as a check on the other. The importance and utility of this juxtaposition is perhaps best seen when viewing the situation from the other way around. Unchecked competition on the Board can and often does lead to adversarial behavior, which can be the central negative feature of the "Watchdog" paradigm, and unchecked cooperation can lead to accommodation, which can be the central negative feature of the "Resource" paradigm. This is what happened in 1996, all the Board went along with the now officially deposed - Joyner Administration.

At Unity, we educate each other about the importance of collaborative behavior and what this means in real-life terms. For example, in our current situation that involves the former President, a committee Chairperson and a Compliance Director, the Chair of the Standing Committee, the President and the Vice President have all tried to normalize and encourage cooperation that should have ended negative behavior, failure to communicate and failure to cooperate. However, as of the date, this section of the module is completed,  no genuine progress has been made.

Board members should not allow personal agendas to cloud their decision-making and/or judgment. If Board members  propose moves or acquisitions that benefit them personally or take a stance that is not in the best interest of Unity or the Shareholders, Unity's public image can be compromised. Personal agendas also lead to more disagreements among Board members, and they are indicative of a dysfunctional Board.

Some Board members sit on a Board for the prestige. These members may attend meetings but rarely speak or offer any opinions on decisions. The same is true for owners that come to General Meetings, Special Meetings or Emergency Meetings called by the President, a Director or the Standing Committee. Those who refuse to participate in the conversation may be as damaging as members who control the conversation. Members and/or owners that refuse to participate according to Lurline's Rule are simply taking up space that could be filled by members who will work to advance Unity's goals and objectives. Too many nonparticipants around a board table, just like a kitchen table or around Lurline's Meeting Tables spells "dysfunctionality" and means "dysfunctionality. {Click here to read "Dealing Decisively with Boardroom Dysfunction: No 'Silver' Bullet""}

Self centered leadership is distinctive for its singular practice of blaming others for the failures and shortcomings within the organization. This tendency was rampant in Unity's former Board. As all of us at UICI™ can attest to and have personally witnessed, the blame assessments were all one-dimensional views of events in which the self centered leader was complicit. When Unity's leaders and/or Board members are afraid to admit they share part of the responsibility for organizational failure, this habit creates a culture; in which, blaming others becomes the norm whenever something goes wrong. This attitude is rampant in the Black community and has been there for decades. Beyond destroying accountability, how likely and/or willing are current Directors and/or the Standing Committee.. to take a risk that may be essential to success or a breakthrough development? What’s that sound I am hearing? Oh, it’s the sound of innovation dying, objective analyses dying and cowardice replacing courage and commitment.

Having a plan is not the same as having a working plan. Demanding adherence to stale procedures, outdated protocols and unworkable methodologies isn’t leadership, it’s organizational suicide. This tendency to remain in obsolete mindsets and maintain self defeating and detrimental behaviors and/or attitudes is also rampant in the Black community. When leaders become so fearful that they are not willing to recognize rapidly shifting conditions or changing circumstances arising in the marketplace, this eventually results in overlooking the urgency and value of redirecting or redeploying resources. When this happens a self centered leader will revert to dysfunctionality in tactics and/or behavior. At Unity, we must guard against this and prepare ourselves to do something about it, if and/or whenever it occurs.

One of the greatest challenges currently existing and it was a consistent failure of the former Board is the need for everyone involved to realize and accept their individual responsibility, duty and obligation to comply with the legal duties owed to UICI™. Each and every one of us must always act in the best interest of the corporation. Each and every one of us is personally responsible to educate ourselves, evaluate ourselves and grow and develop as business managers and as human beings.

Notable quotes: "Personal growth must be consistent. It is not something you lay down today and pickup tomorrow. Personal growth is not something you put on and take off like clothing. Personal growth is 24 - 7 - 365." "If we are not growing, learning and developing ourselves, our business ventures are not growing and developing and neither is our income."  "When you own a business, your first duty and responsibility is to your business and your employees. The business relies on you to consistently earn profits to maintain it and your employees rely on you for their paychecks every Friday. You will never build a financial empire carrying the mail for someone else."

Finally, "Life is a mathematical probability. It all depends on what you add or subtract, multiply or divide.. and when executed in the proper sequence, you will always end up with the right answer. If you find yourself consistently getting wrong answers.. that tells me.. you have failed to discipline yourself to execute the procedure in the proper sequence."