If you prefer advice that pretty much echoes what is said by those who have their own preferences and go with the common literature then follow the "18-point guide" included in yesterday's Tallahassee Democrat. Yes, these will get you by but if you want to do more than "get by" consider your organization's stage of development, focus, experience as a board and by-laws, history etc. Yup, you heard me: there are governance practices as a consultant that I like because I have seen them work but they don't work for every nonprofit because there are qualities like stage of development and size that change what not-evidence based and rote advice offers (and yes, there is very, very little evidence-based or "best" practices).
So read on - I have inserted my own thoughts and will from the get-go say, "I'm not a fan".
Follow this 18-point guide to keep board running efficiently | Notes on Nonprofits
It is always a pleasure to share words of wisdom from my friend and colleague Bob Harris, CAE who is an expert on nonprofit governance. Bob works with boards of state and national associations, charitable nonprofits, and chambers of commerce throughout the U.S. and shares 18 ways to improve governance efficiencies.
When meeting with boards I ask how the governance routines came about. The common answer, “We’ve always done it this way.” For example:
- Why does the board meet every month?
- Who designed the agenda with more than a dozen reports and updates?
- How did the board grow to be 28 directors and officers?
Try these practices to improve board governance:
Right Size Board – The average size board is 15. The IRS suggests the number of directors be a size to facilitate meaningful conversation. The larger the board the more disengaged directors, some thinking, “They won’t notice if I don’t show up.” (Larger boards have value, especially for input and fundraising.) - There is some research on what happens with odd and even boards. I believe large or small, management of the board is key as is a strong chair. Size is not the issue - management, a strong governance committee and good facilitator are.
Agenda Design – Together the executive director and board chair craft an agenda to advance the mission and goals. Reconsider placing “new business” at the end of the agenda when directors are eager to depart. Question the practice of slotting general reports and updates that usurp valuable board time. Why should the rest of the board be left out of developing the agenda?
Consent Agenda – If most of the meeting is used to reading and listening to reports, like “show and tell,” that can be changed using a consent agenda. Distribute the reports with no calls-for-action in advance of the meeting. Upon convening, a director will make a motion to “accept the reports as presented.” It is a fiduciary duty for directors to come prepared. Yes, for the most part. But a director has the right and responsibility to pull an item from a report for discussion.
Orientation – Without orientation, new directors sit back, “I won’t say anything for six months until I understand the governance processes.” Provide an annual orientation of the board, positioning it as “refresh and blend.” Refreshing the seasoned volunteers and blending in new directors. Provide access to all the governing documents. Agreed
Role Distinctions – Role confusion leads to chaos. The board governs and the staff manage. Stay in your lane. Committees supplement the work of the board, receiving authority from the bylaws and assignments from the chief elected officer. This partially depends on the stage of a development and number of staff like when there isn't any. Basically, board members can play two roles - governance and volunteer but when they volunteer it is staff who is their boss.
Conflicts of Interest – Identify potential conflicts of directors at least annually (as queried by the IRS.) Add a footnote to agendas to remind the board chair to start the meeting by asking, “Does anybody have a conflict of interest with anything on today’s agenda?” Yes
Strategic Plan –The plan belongs to the board; they should continuously monitor and discuss progress. Keep it on the board table, frequently asking, “How does this motion advance our strategic plan?” Yes and consider generative discussions at each meeting to flush out what's going on externally to understand impact.
Meeting Minutes – Minutes are not a newsletter for members. They are a document to protect board and organization, showing they did their fiduciary duties. Brief is usually better. Discard recordings and notes upon approval of the minutes. For sure brief- actions taken and maybe an explanation.
Attendance – When a duly called meeting is convened, directors are expected to attend. Some organizations offer up to two excused absences according to bylaws. Enforcement of the bylaws or policy is critical to maintain a dedicated leadership team and presence of a quorum. Yes
Protections – Directors are expected to provide good governance. Most boards are protected through D & O liability insurance, indemnification, corporate veil, and volunteer immunity. Upon renewal, circulate a copy of the cover page of the D & O policy so the directors understand the coverage and risk management. Um, ok.
Apparent Authority – Be sure the board understands that directors and committees do not have authority to speak or contract for the organization unless specifically designated. A board member posting to social media is frequently assumed to be speaking with the authority for the organization when that’s not true. Hm.
Committee Alignment – Committees engage members and supplement board and staff efforts. Align them with the goals in the strategic plan to be sure every goal has a volunteer workforce advancing initiatives. Sure but committees do the homework for the board of policy, planning and evaluation not just oversight of initiatives.
Committee Minutes – IRS Form 990 questions if committees with authority keep minutes. Provide a template to make minute taking easy for any volunteer, including start and end times, indication of a quorum, and the recommendations to the board. Um ok although I don't understand the emphases.
Sign-In Sheet – Instead of a blank piece of paper, provide a formatted sign-in sheet. Include the organization’s mission, advisory on conflicts, confidentiality and antitrust, and a place for signatures. Um, ok?
Guests – Guests attending board meetings may influence discussions and outcomes. Set protocols for guest attendance, if at all, by indicating they must be recognized before speaking, respect confidentiality, and sit apart from the board. Set aside a time for reports if guests are attending only to present information. Makes sense although I'm not sure of the emphases.
Bob Harris, CAE, provides free governance tips and templates at www.nonprofitcenter.com. Notes on Nonprofits is produced by Kelly Otte, MPA, and Alyce Lee Stansbury, CFR.