Nonprofit Board Crisis

Board Decisions Matter #NonprofitBoards

Despite their numbers and their impact, the press does not often cover the nonprofit world and particularly, the role of nonprofit boards unless of course something "bad" has happened.  Good or bad the review by the Washington Post on when and if Charter Schools, mostly nonprofits, should take Covid-19 monies (which is accessible through two sources) featured the role of the school's boards as decision-makers on the issue.  Controversy of course is abundant with this particular issue but to me I was particularly heartened to hear from board members about the decisions that were made (to accept or to not accept).  There was even references to board minutes as documenting the decisions (in case you thought board minutes didn't matter.  So, a nod to the reporters for not thinking the executives of these institutions were where decision-making comes from.

Nonprofit Board Positions Matter #NonprofitBoards

If you are a nonprofit board member who does nothing, something and/or a lot as a board member, you may regularly ask yourself, "how much does my board membership really matter?"

While I believe every board membership is significant, to the organization in pursuit of a mission and theory of change, it appears within the social media world that board membership may carry far more meaning to the public than every before.  And yes, it has always been recognized that some board membership have added value in terms of positioning in a specific social class or gaining personal recognition or even gaining access to individuals otherwise not accessible.  But now board membership is being used as a "strike" against an individual to support political theories.

Dr. Fauci, you know, the Trump hate/love fellow who can't help but the tell truth about Covid-19 is having his name slung around as a board member of the Gates and Clinton Foundations (an no, he's not nor has he ever been).  To certain members of the population, such an affiliation as a board member is seen as reinforcing how evil and untrustworthy Fauci is because of the left to left-of-center affiliation.  Funny enough, there are many folks who would consider being a board member of these institutions quite the honor and yes, great positioning.  But Fauci is not one of those who has been invited.  So while there are those who believe it necessary to slur the Doctor's name, they have failed miserably, at least on this count. 

But hey, hooray for the recognition that being a nonprofit board member is something to cheer about!

Public Media Lab Board: Where Have You Been #NonprofitBoards

Voice of America, the quasi US government's propaganda arm has been in search of a new director for some two years now.  Under the momentary scrutiny of the House and Senate however, the Administration's preferred guy, Michael Pack, has not received a vote.  

Now, while I care that Trump has an agenda for why he wants Pack (of course), the reason Pack has not moved forward is far more interesting for today's blog.  Michael Pack currently serves as the executive director of the Public Media Lab.  According to Guidestar, the Lab's mission is "to receive and award grants to develop, promote and support educational documentary film makers and to conduct public related public education and information activities in the US and abroad".  Sounds enticing but you might ask "what does the Lab's 990 or promo material say they have funded? I am afraid an internet search will not tell you much except something about teaching English to children at home and maybe a grant for 2010 about the founder of the nuclear Navy. 

In reality, according to a 2018 990, THE grant Public Media has given each year to Manifold Productions which, according to the Washington Post, is a private for-profit corporation owned by, yes, wait for it, Michael Pack.  Oh, and did I mention that the Public Media Lab has listed 3 board members on its 990 and that, yes again, Mr. Pack is one of these three members?  When we describe "personal gain" and failure of fiduciary duty, we can instead point to the Public Media Lab - such a perfect example of failed governance

SO, if you want to know where is the board of Public Media Lab the answer is: there isn't one.  Now, all of this likely doesn't matter to an Administration who recognizes Pack as the kind of guy the intentionally seek out to fill positions - you know, people whose personal gain matters first-and-foremost above public interest.  But, while Pack is definitely the type of guy the Administration matters, every State Attorney General and the IRS once the facts are clear, will prosecute Mr. Pack for having violated fiduciary duties, yes, all three, care, loyalty and obedience.  Oh, and let's not forget the other two members of the board who may not or may have violated their duty of loyalty but sure have violated their duty of care.  

So sad too that the Trump will lose another "great" candidate to achieve his goals of continuing to make himself great.

Nonprofit Boards and Fundraising #NonprofitBoards

The folks over at Boardable, a cost effective tech platform to support board record management (among other benefits), have been "studying" what's going on with board members and raising dollars.  Does Boardable have THE solution PRESUMING that fundraising is the primary job of a board which I don't think so but it could be if so agreed-upon which would not inherently ensure that board members achieve value.

The secret sauce says Boardable is engagement.  This answer I believe is correct - not specifically for getting the board members to raise money but to get the board to be board.  Boardable offers some thoughts about what might be done to increase engagement.  One key element: meeting preparation.  Now understanding the secret sauce to ensuring that members engage in meeting prep would be a valuable insight.  As anyone on a board or working with boards can atest - not so easy a task.  Me, I believe it's the Board Chair's role to create agendas and manage meetings that would indeed draw members to prepare and want to keep coming back.  Understanding members' interests is of course key and I affirm another Boardable suggestion that contact between members is critical.  But Boardable also suggests that board members must understand (and I would pose, agree to) expectations from the beginning.  Of course!Boardable also says be clear about what is and is not fundraising.  They offer five steps in terms of how board members can help:" Identification, Qualification, Introduction, Solicitation, and Stewardship".

 

So - anything new from this quasi-serious study - not so much but for those who have had no thought about this - a good start.  I would add that engagement may be comprised of many of the elements posed by Boardable but most important - members must understand mission and impact - it all starts with mission moments and learning and understanding impact is essential.

What next? #NonprofitBoards

By this time I am assuming that nonprofit boards have assessed all that is covid-19 and its impact on their nonprofit AND ensured that their executives have everything under control operationally and financially.  And of course, boards have taken a snapshot to understand all the related fiduciary and particularly liability factors that could affect continued pursuit of mission.  Now what?  I've been suggesting it's time for boards to do some scenario planning to consider what's next on the vast horizon.  A piece I just read from Directors&Boards may prove helpful.

The article begins with noting that while management is still managing the operational issues, the board should take this time to address the future with questions like:   " How big is the long-run shock to the system? Does it presage a structural break or is it a short-term jolt the firm can handle? Will cost cutting and conserving cash be enough? What moves can we make to emerge stronger?

The author also suggests that "The board can help prepare the organization to profit from the uncertainty while avoiding hasty commitments that might impede future moves. Vigilant firms are not only better at seeing around corners, with a readiness to act decisively when the time is right, but will use their collective ability to get stronger even after having been blindsided. They avoid the pitfalls of wishful thinking, willful blindness, paralysis, or myopia when black or grey swans surround them. Vigilant firms and their boards will manage the current Coronachaos by following three navigation principles."  Check this out - should give pause.

 

 

Women on Board #NonprofitBoards

With all the diversity, equity and inclusion work being emphasized in the recent years regarding nonprofit board composition I had pretty much accepted that this focus was not about gender.  But a recently released study of 898 associations has alerted me that women remain a part of this conversation and appear to be sorely underrepresented AND like all DEI matters, pose a significant cost to organizations that do not have a balanced representation (long sentence, sorry).

Funny enough, it was the name of the Mirage News article that caught my attention on the topic of this article.  The title: nonprofits benefit from having women on executive board.  I said to myself, "what: executive board"?  What is that?  Sadly there was no further mention of what exactly they are referring to but the study saved the article noting in particular the benefits and testing of assumptions (like women aren't strategic and critical mass is 30%) that should move folks to take a look-see and continue to pay attention to DEI matters while broadening their understanding of what constitutes DEI for their organization.  My simple rule: if you are serving a particular set of folks and don't have them at the table making decisions about the organization, your organization is failing in addressing inequity.

 

Nonprofit Boards: Question, Question, Question #NonprofitBoards

Boards must question....everything.  The following thought piece offers some insights for nonprofit boards hopefully asking lots and lots of questions about their respective nonprofit's future.  I trust yours is.  

 

So many people — on all kinds of projects across all of our organizations — refused to stop pushing forward even when they were worried about keeping the lights on or getting the next dollar in the door. 

Nonprofits find a way. They will things into existence. But for all this strength, we know we will need to change post-crisis. The entreaties we hear all the time are more palpable now.  Partner. Merge. Earn income. Get to scale. 

It is also true, though, that the systems and supports around nonprofits need to change.  Rebecca Solnit, who has written about historical responses to disasters, challenges us by asking “Why, if you fed your neighbor during the time of the earthquake and flood, didn’t you do so before or after?” The work of nonprofits needs to be seen not in the exclusive domain of emergency or crisis or, frankly, even charity, but rather as the essential work of a functioning society. 

Institutionalizing and embedding this work will mean moving more money, a lot more, off the philanthropic sidelines at the same time fewer restrictions are placed on those funds. It will mean support and partnership for the often-taboo political advocacy that can be a moral multiplier of our local work. And it will require more chances taken on Apollo-esque civic moonshots, not all of which will succeed.

The star of Apollo 13, of course, is Tom Hanks, who plays the role of the steady and steely long-time astronaut, Jim Lovell. The real-life Lovell, speaking in the aftermath of the earlier Neil Armstrong-led Apollo 11 mission, noted “From now on, we live in a world where man has walked on the Moon. It’s not a miracle. We just decided to go.”

We nonprofits, in the business of creating small miracles every day, were made for this moment of crisis. And, as experts in responding to the very societal vulnerabilities that have been laid bare by COVID-19, we are built to shape a recovery driven toward broad prosperity and led by uncommon purpose. All of us, together — staff members, boards, philanthropy, corporate partners, volunteers — will need to find a way. 

All of us, together, just need to decide to go.

Virtual Board Meetings #NonprofitBoards

As of this moment, if you are a nonprofit board member, you have likely experienced a "virtual" board meeting usually using ZOOM or another electronic platform that allows participants to at least hear if not see each member, hold discussions and take action.  For many board members, not having to go to a physical meeting has been well received although many national and statewide organizations have some tradition of carrying-on meetings in some form of virtual reality.

The American Society of Association Executives has recently partnered with OnBoard, a provider of board meeting platforms to support this new dawn of everyone needing some version of a virtual meeting platform.  Not wanting to endorse one platform or another (I have experienced two of the more popularly used tools and not this one in particular) I would like to point out that the promotion of features offered with OnBoard are quite compelling.  Here's the promo:

    OnBoard helps teams govern with eSignatures and approvals while also driving ongoing collaboration with secure messaging, real-time document sharing,     integrated voting and surveys, and shareable annotations. OnBoard also features exclusive native Zoom integration that enables directors and CEOs to meet     face-to-face directly within the platform.

So, if you are still shopping or at least testing platforms, consider these features in addition of course to the very basic we see and hear each other and can share documents.  In case this latter feature isn't on your list - it's invaluable as is the private/public chat and hand raising and break-out rooms etc.

Nonprofit Board Suspends Elections #NonprofitBoards

While I am not fully conversant about all the issues, the National Association of Hispanic Journalists has suspended elections posing that this action is in the best and prudent interest of the organization during the Covid-19 crisis.  A change, the leadership offers, would challenge the organization's ability to succeed or at least maintain the course.  And yes, this suspension is contrary to the bylaws.  Now, had the leadership proposed a suspension of the pertinent by-laws and the moved to suspend the by-laws, perhaps, because of what steps would be necessary to suspend bylaws, the process and subsequent action would be more acceptable in the interim.  More importantly, that the membership has objected to this change suggests that the leadership is out of touch with its membership and should reconsider - bylaws or not.  After all the whole concept of a membership organization is that it is just that: an organization run by and in the interest of the members.  If I were advising, I would suggest that members attend the next board meeting with a petition in-hand and demand a change and if leadership is not moved, call for a total change in leadership.

From Media Moves:

 

NAHJ board doubles down, ignores request from members to restore 2020 elections

MAY 7, 2020 BY VERONICA VILLAFAÑE 

The NAHJ board on Tuesday announced it would not restore the 2020 elections as mandated by the organization’s bylaws, claiming “the vote remained in the best interest of the association.”

When asked for clarification regarding the decision, president Hugo Balta sent this response:

“When looking at a possible election, the board evaluated its fiscal responsibility and the resources of time needed to appropriately realize it (election in 2020). The focus of the NAHJ Board and staff must be dedicated in improving the foundation of the organization for future generations.

That evaluation, although difficult and unpopular, determined the immediate priority during a national crisis is to preserve our organization’s survival. That matter of greatest importance transcends any outdated bylaws that require financial expenses, a proper amount of time and due diligence to potentially onboard a large group of directors, who then would have an abbreviated term in leadership, instead of an appropriate amount of time to act prudently and contribute with confidence. We know consistency and patience through this uncertain period will provide a more solid association for the long term.”

But the reality is that the board does not have the authority to violate the bylaws, which govern the organization, regardless on whether it thinks they’re “outdated.” They still remain the rules that legally guide the organization.

While board members may be well-intentioned in their desire to maintain NAHJ on course, it is a patronizing attitude toward its members, who have been denied the ability to run for office and vote.

The bylaws outline a process that allows for a smooth transition and stability on the board, by staggering elections, so not all officers leave the same year. All positions are eligible for reelection, except that of the president. But even he/she remains on the board for an additional year on an advisory capacity. So, institutional knowledge and guidance would continue as new leadership is brought up to speed.

Elections have been tied to the conference, because when the organization was founded, that was where elections took place. Main-in ballots were available for those who couldn’t attend. That changed when NAHJ introduced electronic voting several years ago, making the process easier and more accessible. Even at the conference, members vote electronically.

The fact that the convention this year has become a virtual event, due to the pandemic, changes nothing. Elections must move forward.

As a former national president and lifetime member of the organization, I am dismayed that professional journalists that are supposed to represent the interests of its members could possibly believe that breaking the rules of the organization and denying them the right to vote is acceptable.

A group of distinguished colleagues that include former presidents, founders, lifetime and other members, myself included, have sent a letter to the board expressing our concern. We consulted attorney Alison Steele, who specializes in non-profits, who, after reviewing our bylaws, determined the board is acting illegally.

Below is her letter detailing her professional opinion. Not abiding by the bylaws puts the organization in a legal quandary and sets a terrible precedent. There is still time to do what’s right.

In the meantime, members who disagree with the board’s decision should sign the online petition, which can be found here.

—-

RE: National Association of Hispanic Journalists (NAHJ) Election Cancellation

Dear Ms. Garateix:

You have engaged this law firm on your behalf and on behalf of other NAHJ members who share your concerns to render an opinion concerning NAHJ leadership’s decision to suspend this year’s elections and award sitting officers an additional year of their terms of office. I have reviewed the governing documents of NAHJ and relevant case law. My opinion is that the decision to suspend elections provided for by these documents is “ultra vires,” — that is, beyond the power granted by its corporate charter and bylaws (see Compton v. Alpha Kappa Alpha Sorority, Inc., 64 F.Supp. 3d 1 (D.C. 2014) — therefore illegal and grounds for legal action.

I have advised nonprofit organizations for many years concerning governance matters and have myself served on nonprofit boards, including as Chair of Governance. While certainly we are all living in challenging times, the challenges present no reason for suspension of the rights granted NAHJ members by the organization’s governing documents.

I must respectfully disagree with NAHJ’s current leadership that the orderly conduct of elections as provided for by the organization’s governing documents represents “unnecessary radical change” and that such action “preserv[es] a strong and effective organizational foundation.” The action does just the opposite.

First, as your leadership’s local newspapers will show — as mine, the Tampa Bay Times (also a client of this firm) certainly does – local governments, community development districts, and civic organizations are carrying on with business as usual within their various governing laws and documents. Such activities include the holding of public hearings on various issues, including actions on which various boards will be voting, using electronic communications media technology. There is no reason for NAHJ leadership to set it apart from the rest of the functioning world.

Second, the precedent leadership is establishing is astonishing. As we approach elections for national office in the United States, what precedent does it set for an organization of prestigious journalists to disregard its own governing documents and suspend its own elections in the name of “stability”?

In sum, my legal opinion is that the NAHJ’s leadership’s decision to suspend elections and award themselves an additional year of office is illegal and ill-advised.

You are authorized to share my opinion with other members of NAHJ and welcome any additional questions or comments.

Sincerely,

/s/ Alison M. Steele

Alison M. Steele

BoardSource Wisdom #NonprofitBoards

As one of the principle thought leaders on nonprofit board management, it should not be surprising that BoardSource and Propel Nonprpofits have thought some about engaging nonprofit boards during Covid-19.  From the Chronicle of Philanthropy, here's what they have to suggest with my caution that not every recommendation works for every board particularly when considering industry, stage of development, and, the current nature of the relationships among board members and with staff.  I further want to advise that much of what is suggested should not be considered unique to the COVID world - much of this advice would, should or could have worked before Covid and if it has not, then maybe there's much more to be considered.

Engaging Your Board During Covid-19: A Virtual Forum

Amid the Covid-19 crisis, nonprofit leaders and staff members need help from their board members more than ever. But it can be hard for executives to know how to involve trustees in emergency-response efforts while also ensuring that their organizations stay afloat, supporters stay informed, and fundraising proceeds.

To help you activate your board during this challenging time, the Chronicle held a live online forum with two experts on nonprofit governance: Kate Barr, president of Propel Nonprofits, and Anne Wallestad, president of BoardSource.

Trustee engagement varies widely, Wallestad said. Some boards have "gone AWOL" and are not responding at all while others are panicking and may try to get involved in ways that are not helpful. However, organizations that in recent years have invested in building strong relationships among executives and trustees, cultivating leadership skills on the board, and defining clear roles for trustees and staff members are now reaping the dividends of trustee responsiveness and trust, she said.

The most helpful boards right now are those that are flexible and willing to learn and adapt as the situation evolves rather than getting paralyzed by the need for perfection, Barr said.

Clearly Communicate the Help You Need

To get the most out of your board, identify where their involvement will make the biggest difference and ask for help only with those areas, Wallestad said, and be specific: "The fastest way to get a group of people to do nothing is to ask all of them to do it," she said. Instead, ask individual trustees to contribute in specific ways that relate to their expertise.

Clarify the specific role you are asking board members to play when seeking their help, she said. For example, if you are just looking for advice or feedback, rather than asking them to discuss something with the rest of the board or to make a decision, make that clear.

Some well-intentioned trustees may offer help you don’t need or can’t focus on in this crisis, the experts said. If that happens, outline your priorities and explain that most everything else will need to wait for now because you are in "crisis and triage mode," Wallestad said.

On the other hand, if only a few of your trustees are engaged, focus your outreach on them and ask them to exert some "peer pressure" to activate others, Barr said. "Look for where the engagement is possible and really lean in there with the executive committee, the board chair, the finance committee — wherever you need the work to be done," she said.

Put Equity at the Center of Your Decision Making

As you tackle difficult questions such as where to make budget cuts, be intentional about protecting progress you’ve made on advancing diversity, equity, and inclusion with your staff, board, and community.

If the organization’s mission and values are at the center of your response, and equity has become one of your values, this is a chance not only to preserve but to elevate your efforts on that front, Barr said.

"We have an opportunity in the midst of all the overwhelming decisions to make to actually accelerate this work, not to go back to the old model but find an entirely new something — and now’s the time," she said.

Engage Trustees in Fundraising

If your nonprofit is on the front lines of the pandemic, encourage your board members to "shout from the rooftops" about the organization’s work and how people in their networks can help, Wallestad said.

Groups that are not directly linked to the response should focus on reaching out to longstanding donors and consider how individual board members can help with that, she said.

Don’t be shy about engaging trustees as donors, too, Wallestad added. In fact, think of them as your "first core audience" from which to raise money.

"Hopefully this is a moment where every board member is seeing how incredibly important their individual investment is," she said. "If they’re not, I’d be asking the question of the board as a whole and individual board members, ‘If not now, when?’ "

Be thoughtful about how you ask trustees to help with fundraising or to give, she added. Consider what personal or professional challenges they may be facing and ensure that your request is appropriate and respectful given the circumstances. For example, invite them to give within their means at this moment rather than pushing for a certain amount.

Be Sensitive to Members Who Are Struggling

Realize that some trustees may need to reduce their involvement or step back for now to focus on their health, their family, their business, or some other aspect of their life, Barr said, and that should be OK. "Just as the executive director has to be clear about [saying], ‘Here’s what I’m doing,’ board members need the ability to say that same thing," she said. To accommodate the needs of those who are struggling, Wallestad said, figure out where their participation is essential and only ask for their participation in those areas.

The experts also discussed how to handle an executive transition that is happening now, whether to put board recruitment on hold, tips for approaching strategic planning amid uncertainty about the future, and how to best involve trustees in seeking financial assistance from the federal government, among other topics.