Nonprofit Board Crisis

Nonprofit Board as Think Tank #NonprofitBoards

Thought worth considering from Dr. Fram.

 

THE NONPROFIT BOARD’S NEW ROLE IN AN AGE OF EXPONENTIAL CHANGE

The Nonprofit Board’s New Role In An Age of Exponential Change

By Eugene Fram                 

Most nonprofit boards are being faced with huge pressures—reduced financial support, challenges in integrating new technologies, recovering from Covid impacts and difficulties in hiring qualified personnel who will consider “nonprofit” wages. To survive long term, board members need to be alert to potential opportunities. These may be far from the comfort zones of current board members, CEOs and staff.

What needs to be done?

Look for scalable opportunities to reformat the nonprofit: This may include merging, partnering or acquiring other organizations, obviously in an attempt to make both organizations more effective and efficient. One nonprofit, operating a sheltered workshop for the blind and visually impaired affiliated with a local Goodwill nonprofit. The change over many years allowed the original service organization to grow from a budget of $5 million with 160 employees to today’s budget of $50 million. Currently it has 800 employees, serving 150,000 clients annually.

To achieve results like these, the board had to move out of its comfort zone, learn about new types of operation that can help fulfill the mission and initiate bold moves. To explore and manage such changes, a “Lean Management”* approach using small-scale experimentation can be helpful.*

Acknowledge the inherent limitations of nonprofit board tenure:

The median tenure for nonprofit board members is from four to six years. With only reputation and/or emotional investment in the organization, this creates a short-term time line horizon for many board members. The CEO, probably the only one with long-term organizational memory, has an obligation to motivate the board to consider long-term actions in this time-compressed tenure environment.

    Led by the Chair & CEO what can be done?

First recognize that not all board members will be interested in developing a future scenario that goes beyond their tenure limits. The argument will be that a three-year strategic plan is sufficient.  The answer  is to have the board chair and CEO form a discussion group, not a committee to highlight longer term opportunities.  It should be composed of board members  who appear to be visionary in the mission field, in their career backgrounds back along with management and staff representation. 

Pose questions like these:

• What do you see the mission of this organization will be a decade from now?
• What might shape it now to grow, decline gradually or stay stable over the decade?
• What can management do now to prepare for the next decade?
• Are there small-scale experiments that will assist in preparing for these changes?
• What succession plans are required to make available strong or stronger management abilities available in the next decade?

Once a scenario is developed from the discussions, ask management to develop one or two experimental programs. If successful, it will help guide the nonprofit for the next decade. Hopefully, future board members will see the value of this work, develop an appreciation for longer term planning and continue the process.

This process is all a matter of aligning board members to long-term thinking. It involves using conceptual considerations by board and management. It motivates the CEO to consider managerial abilities that will be required, and it also should be especially helpful for board members whose careers are outside the mission area of the nonprofit.

* https://npengage.com/nonprofit-management/lean-implementation/

Nonprofit Board Equity and Other Goals #NonprofitBoards

The following is a good piece I found in Chicago's Reader.  The story centers around arts organizations but the content is applicable I believe to every nonprofit answering the question; where is the board at with its values and culture not to mention fulfilling its roles.  Take a look and feel free to comment.

The invisible board

How are nonprofit boards dealing with crafting a vision of social justice within their organizations?

by Kerry ReidNovember 24, 2021

Build Back Better as a concept isn’t limited to federal legislation. As nonprofit performing arts organizations reopen after the COVID-19 shutdown, they’re facing not only budgetary constraints from lack of earned income at the box office, but renewed and heightened calls to address deep-rooted systemic issues of racial injustice, sexual harassment and abuse, and other issues of unsafe and underpaid working conditions. (Some of those issues have been centered by We See You White American Theater and Not in Our House.)

One thing I’ve noticed, particularly when controversies over the leadership and practices at arts organizations become publicized on social media, is that the role of the board of directors or trustees often seems invisible, even as artists ask other artists to divest themselves of working at institutions deemed problematic. 

And yet, the board is literally where the buck (and everything else related to the running of a nonprofit) stops and starts. As the National Council of Nonprofits states, “Board members are the fiduciaries who steer the organization towards a sustainable future by adopting sound, ethical, and legal governance and financial management policies, as well as by making sure the nonprofit has adequate resources to advance its mission.”

In practical terms, though, how are boards preparing themselves to deal with the onslaught of new realities, both fiduciary and in terms of crafting a broader vision of social justice within their organizations that supports every aspect of the work? Obviously, this isn’t just an academic question for us at the Reader as we move into nonprofit status with a new mission to create and curate “political and cultural coverage by and for Chicago, including highlighting underrepresented communities and stories.”

 

I talked to a few people who have experience being on boards, as well as creating training and advocacy programs for board and staff at nonprofits, about what’s happening now to help board members become more conversant with the language of DEI (diversity, equity, and inclusion); to better understand their responsibilities in all areas pertaining to HR (and DEI is of course not separable from HR issues); and to build more support as organizations reexamine their practices and mission.

Teresa Eyring has been executive director for Theatre Communications Group, the national service organization for nonprofit theaters in the United States and the publisher of American Theatre magazine, since 2007. Prior to joining TCG, Eyring spent decades working with nonprofit theaters across the U.S. 

“TCG has been working on equity, diversity, and inclusion matters for a number of years, and it was in 2012 that the board literally made it a strategic priority,” says Eyring. “We could see that the theater field was replicating some of the weaknesses of the larger society that exists in every other sector around structural racism, around sexism, homophobia, transphobia. And we said, ‘Our theater sector needs to model a pathway forward that is safe and inclusive for everyone.’”

Eyring points to a collaboration that TCG formed in 2013, the Equity, Diversity & Inclusion Institute, with arts activist Carmen Morgan. (In 2015, Morgan founded artEquity, a training organization for arts nonprofits moving toward a social change model; she currently serves as its executive director and the organization’s work has been favorably cited by several people I’ve talked to over the years.) 

 

“The idea was that we would have cohorts of theaters that would participate in a three-year program in which they would receive racial equity training, but also develop tools and resources and action plans for their organization. That was mostly focused on theater staff, but there were some trustees who participated,” says Eyring. Since then, TCG has offered regular forums on governance for trustees and senior staff, as well as regular Zoom calls as part of a “trustee exchange” for sharing ideas and strategies.

But Eyring also notes that walking the walk requires an investment of money as well as time for nonprofit boards. “If it’s determined every board meeting has to have some kind of training or facilitated discussion, make sure you’re budgeting for that. If there’s going to be a program, don’t say, ‘We’ll do this when we get funding.’”

Josh and Sheri Flanders are freelance contributors to the Reader, but they also run Flanders Consulting, which works with nonprofits on DEI, board development, and other issues. When I reached out to them for their insights for this article, Sheri Flanders sent me some initial observations and cautions via e-mail. One of them was: “Training is expensive and time consuming, and companies won’t usually sign up for the recommended length/time commitment. ” 

In a phone conversation with Sheri and Josh, the latter (who has over 20 years of experience working in nonprofits) points out that most boards (indeed, many nonprofits, period) don’t have anyone who is well-versed in human resources to deal with personnel crises when they arise. 

 

“Usually as consultants we’re often brought in when there’s a fire,” says Josh Flanders. “And we’re not always told what the fire is,” adds Sheri. (In her e-mail, Sheri noted, “Executive staff tends to gatekeep for the board, so often the board isn’t aware of the details and nuances of their problems and don’t hear about them until they are on social media and in the press.”)

“We have to make an assessment,” Josh continues. “Number one, do we want to take this client? Can we help? Is it too late? And is this an organization willing to do the work? Because as you know, diversity, equity, and inclusion needs to not only exist at every level of the organization—within the board, within the staff, and within the constituents that they serve. There needs to be an environment where those discussions and those diverse candidates are welcome and can thrive.”

He adds, “Everything starts with the board. The board sets the tone for the organization. They assess the executive director’s efficacy. Hopefully they do an annual review of the executive director—not always. So the board needs to be able to have the ability to self-evaluate where they’re at and what their goals are and what work needs to be done.”

Sheri notes that sometimes DEI training (or other training, such as that targeted toward issues of sexual abuse and harassment) may not actually be where boards and organizations need to start, particularly if that training is being applied after a personnel issue has caused a major problem. “We might actually say, ‘Hey, we have some strategic changes that you should make within the organization first, then move on to very targeted DEI work.’”

 

But as she noted in her e-mail, “Boards tend to be way more conservative than the staff and they won’t always allow their trainings to be more in-depth. They sometimes aren’t ready to be challenged. We once were hired to do DEI for an org and when the board realized the training was going to push them outside of their comfort zone, they reassigned us to staff only. But true change must start at the top.”

Theatre Advocacy Project wants to quantify the HR problem, as well as provide solutions, for board members and staff. Founded by four theater artists and administrators with the mission to “create safe and equitable working conditions for all theatre professionals,” TAP released a report in August, based on interviews with 130 theater leaders across the country. The report found that 85 percent of the leaders did not have a formal HR reporting process in place. In a survey of 81 theater workers, 70 percent reported workplace abuse, and 94 percent didn’t have a place to report that abuse within the organization. 

TAP cofounders Colette Gregory and Caylin Waller both experienced sexual harassment at theaters where they were working and found that there were no satisfactory ways to report or address the problem. 

Gregory, who is chief learning officer for TAP, says, “The boards at theaters are usually the final line to go to when harassment takes place. Reporting structures have the board of trustees as the final deciding factor. So it’s so important that they have a good understanding around issues of diversity and inclusion and oppression and harassment. What we found in our work is that a lot of boards have received training, but the training that they have received has not been theater-specific and has not been specific on bystander intervention.”

 

Bystander intervention, Gregory explains, means that “when you are a witness to an incident of harm, calling out or calling in the behavior. What we use is the five Ds of bystander intervention.” Those five Ds: direct (“directly talking to the person who is doing the harassment”); delegate (“find someone else who works in the theater, maybe in a leadership role, to help you in that situation”); delay (“if you can’t act in that moment, what are some things you can do afterwards to support the person who’s being harmed?”); distract (“standing in between them and the person who is doing the harassment”); and document—the latter once again echoing the problem of who receives that documentation in the absence of HR, and what they do with it.

• 

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Caylin Waller and Colette Gregory of Theatre Advocacy Project
Credit: Courtesy Theatre Advocacy Project

“What I’m trying to get out of the boards is to lead by example,” says Gregory. “I think from the organizations, they are looking for more buy-in on the diversity and inclusion, and anti-harassment and anti-oppression work that they’re doing, so that they can encourage them to put more line items in the budget towards that type of training. The understanding that the board really needs to lead is where I want to get them at.”

Waller (who is the CEO for TAP), notes, “We’re thinking about not just the people who are in positions of power, but how we can actually redefine and provide tools to everyone, and give everyone the competencies in creating safer and more equitable workplace culture.”

Working on transforming that culture, within the board and the larger organization, is easier when it’s not being done in reaction to a crisis. Jess Hutchinson, a longtime Chicago theater director, is also the engagement director for the National New Play Network, an alliance of theaters across the country focused, as the name implies, on new works. The company’s initial structure allowed each member theater to have board representation. But as the NNPN grew in size (there are now 37 core members, including local companies 16th Street, Prop, and Silk Road Rising), that became unwieldy. It was time to make changes.

Hutchinson notes that NNPN made the commitment to a new strategic plan in concert with anti-racism training from Keryl McCord (a former executive director for the League of Chicago Theatres and nonprofit consultant). “We were looking around that room, especially after having this opportunity to get some language and some history around the fact of systemic racism and institutionalized racism, and we realized, ‘Oh my God, we are an overwhelmingly white room right now.’”

Ultimately, what NNPN decided, says Hutchinson, was to “decouple” board service from membership in order to foster more diverse representation. “We had a group of leaders who are super invested in the organization and who have had significant power for a really long time and we said, ‘Hey, you know how we keep talking about one of the ways toward equity is to cede power? This is what it looks like. We have the opportunity to blow up this old structure in order to create one that is more equitable.’ And so that’s what we did.” Board members now come not just from the leadership of member NNPN theaters, but from a field comprising what Hutchinson enumerates as “core member theaters, associate member theaters, affiliated artists who are the alumni of our programs, and then ambassadors—industry leaders and people that we love and former staff members of other organizations.”

Hutchinson believes that the fact that NNPN approached their restructuring with intentionality and from a place of being proactive, rather than reactive to a crisis, made a big difference. 

“There was no panic. There was uncertainty, and a lot of curiosity, and a lot of really exciting visioning conversations, once we acknowledged that the possibilities of how we could actually structure this organization are endless.” 

She adds, “We’re theater people. We just had a conference all day yesterday about creating accountability and embracing change. And one of the themes that I heard over and over and over again in all of our sessions was, we practice imagination all the time, right? Like we make people fly, we make magic happen.”

But to keep that magic happening without harm, nonprofit boards will need to make an increasing commitment to understanding how harmful conditions arise, and how to address them when they do. 

And if not every board member is, well, on board with that? Eyring says, “If a board names anti-racism and building a more equitable, inclusive, accessible organization as a priority and there are board members who are fighting that in some way, like, ‘We talk about this too much,’ or ‘Why are we talking about this?’—that can’t be a negotiation. You’re there because you’re on board with that direction or you’re not there.” 

Leadership Must Listen To Its Members #NonprofitBoards

Associations depend on the will of their members.  This is what makes them associations.  When association members declare dissatisfaction with the governing body, if not resolved, the leave.  And so we see what's going on at the National School Board Association, ironically a body dedicated to ensuring that school boards throughout the US are strong and capable and play by the rules. 

As best as I understand, the National Association, with the intent of reducing the chain of negative and harmful activity happening in school boards around the US, sought help from the US Justice Department.  The National apparently did not believe that their local authorities were being helpful in protecting members of the school boards from verbal and physical threats.  That non-members were indeed behaving in threatening ways turns out not to be a problem for some state associations and an appeal by the national compromises those who threaten's independence.  I don't certainly know much about the dialog between the national and state association boards but the result has been some state associations leaving the national with the possible intent of forming a new association.

But whatever the reason, the composition and will of the members is what must be considered when an association takes action.  This market-driven approach makes or breaks an association and in this case, is clearly more on the break than make side, right or wrong.  This is of course why polling or focus groups or taking other steps fully understand member's needs and wants is essential.  Take for example, the Boy Scouts USA.  I would like to think that if the National had ever taken a "read" on the opinions and values of its members, it would not have let even one case of abuse by a leader gone unnoticed and without action.  Shame on the board and staff for presuming or assuming it knew what was best for the membership.  Look now at the cost they have to pay albeit no where near what would be more just if those boards and leaders were truly held accountable for their current and past misdeeds.

Alas, listening to members is the real story with the National School Board Association.  The Association leadership, governing and paid, it appears, should have taken the time and made the effort to learn what was the will and then, only then, determined if and what and how to take action in the interest of the members.  When all is politics, caution is the core missive.

Here's one AP report on the matter.

Mississippi School Boards Association leaving national group

By Leah Willingham/The Associated Press/Report for America • 20 hours ago

JACKSON — The Mississippi School Boards Association is joining a handful of other states in breaking ties with the National School Board Association after the nonprofit sent a letter to President Joe Biden asking for federal support investigating harassment and threats of violence against school board members.

Mississippi School Boards’ leadership wrote this week in a letter explaining their decision that the National School Boards Association’s “inflammatory language and the request for federal agencies to intervene in our communities, was just one in a series of lapses in governance.”

“MSBA can no longer allow NSBA to speak for our association or our membership and can no longer see the value of continued membership,” the letter reads.

They said Mississippi will end its relationship with the National School Boards Association, a nonprofit representing U.S. school boards, on June 30, 2022, the end of the term for which the Mississippi School Boards Association has paid its dues to the national organization.

Mississippi will then work with school boards associations in other states to form a new organization that “will provide services to its member state school boards associations which are requested by and tailored to each member state school boards associations’ unique needs.”

So far, school board associations in Ohio, Montana, North Carolina, South Carolina, Wisconsin, Pennsylvania, Missouri and Illinois have similarly voted to distance themselves from the national organization.

Local school boards across the country have become political battlegrounds over issues such as COVID-19 mask rules, the treatment of transgender students and how to teach the history of racism and slavery in America, The Associated Press has reported.

The National School Boards Association said these disputes were also leading to harassment and threats of violence against school board members.

On Sept. 29, the NSBA sent a letter to President Joe Biden asking his administration to investigate these threats, which officials said “could be the equivalent to a form of domestic terrorism and hate crimes” that could be prosecuted under anti-terrorism and anti-hate crime statutes.

According to AP reporting, the NSBA’s letter documents more than 20 instances of threats, harassment, disruption and acts of intimidation in California, Florida, Georgia, New Jersey, Ohio and other states. It cites the September arrest of an Illinois man for aggravated battery and disorderly conduct for allegedly striking a school official at a meeting.

The letter received backlash from opponents like Mississippi Republican U.S. Sen. Roger Wicker, who said in a statement that the Biden administration and the National School Boards Association are attempting “silence dissent.”

The National School Boards Association has said it is not trying to stop parents from expressing their First Amendment rights, only to stop dangerous and threatening acts.

On Thursday, Wicker released a statement applauding the Mississippi School Boards Association decision, saying the national group’s statements should be met with “a forceful rebuke.”

“Parents have a basic right to shape the education of their children, and they are right to be upset by the divisive ideas and harmful policies being implemented in many classrooms across our country,” Wicker said.

The Mississippi School Boards Association said it will continue to work closely with other state school boards associations and remains “hopeful that following this period of substantial tumult for NSBA, we will find a new national organization ready and able to serve all its member states effectively.”

Engaging Your Nonprofit Board #NonprofitBoards

Dr. Fram offers some thoughts from McKinsey regarding engagement of your board.  I believe these thoughts to be right-on while acknowledge that they do take work.

 

RAISING THE BAR FOR NONPROFIT INVOLVEMENT

Raising The Bar For Nonprofit Involvement

By Eugene Fram                            Free Digital Image

It’s no secret that some nonprofit board members cruise through their term of board service with minimal involvement. McKinsey Company, a well-known consulting firm, has suggested five steps that can be used to counteract this passivity in for-profit boards. * With a few tweaks, McKinsey suggestions (in bold) are relevant to the nonprofit board environment where director engagement is often a challenge.

Engaging between meetings: Nonprofit boards traditionally meet monthly, bimonthly or quarterly. Unless the board is a national one, these meetings range from one to three hours, with the three hours being typical of quarterly meetings. The meeting agendas are usually packed, and they leave little time for individual directors to enhance discussions. ** In addition, a sense of anonymity develops among board members who do not know each other personally, a significant barrier to team building. I have encountered nonprofit boards where disconnect between board colleagues is simply a nod—or less– when passing each other.

Board cohesion based on interpersonal relationships has an important impact on the quality of board discussions. It allows a board member to more fully understand the perspectives and goals of his/her fellow  or “where they’re coming from.” With this information at hand on both sides of a discussion, it increases board members possibility of creating “win-win” impacts for the nonprofit.

Responsibility for promoting between-meeting engagements needs to rest with the board chair. As a staring point, the chair can sponsor a few informal Jefferson dinners. The topic should be a cause which can excite the invitees. It need to be, a challenge to the directors. ***

Engage with strategy as it’s forming—do not just review & approve it: Traditionally most of what becomes an organization’s strategy will emanate from the management and staff. But the board must proactively help to form strategy or step in to fill gaps when the management refuses to do it.

In forming strategy the board has an obligation to make certain all viewpoints are heard. Staffs as well as management ideas need to be considered. In addition, the board may need to take direct actions when the organization fails to fulfill a mission obligation. Example. A counseling agency only offered services during normal business hours–9 am to 5pm, five days a week. Its board required management to offer services, 24/7 with an emergency phone line when the office was not open. The management, a creative group, found a way to do it, without increasing costs.

Engage by cultivating talent: The nonprofit board has several responsibilities in regard to talent.   First, it must engage and then evaluate the CEO. This is a complex duty because the vast majority of the board members are not full-time employees and many have only tangential attachments to the organization’s mission field. Second, the board must overview the quality of the staff talent so that it is in line with budget constraints. Third, it must be aware of those within the staff who may be promotable to management. Finally it must be alert to succession opportunities internally and externally in the event the CEO was to leave abruptly. Succession planning for the CEO must also include considerations about the talents that will be needed beyond the current one.

Engage the field: Since nonprofit board members have full-time occupations outside the mission field, it’s important that they receive a flow of information about leading edge changes taking place outside the organization. However, CEOs sometime can operate a “mind the store” nonprofit, by looking at past successes without a visionary component. To help avoid this occurrence, specific directors might be assigned to become more deeply familiar with key projects in order to assess their progress.

Engaging on tough questions: A difficult task on a nonprofit board where politeness is an overriding value. Peers are friends and business associations and generally there are few potential penalties for “going along to get along.” In all my decades as a nonprofit director, I have yet to see one board member ask that his/h dissenting vote be recorded in the minutes. A necessary action when he/she feels that the vote being passed by the majority may lead to harmful to the organization.

*http://www.mckinsey.com/business-functions/organization/our-insights/changing-the-nature-of-board-engagement

** In California, the Brown Act might prohibit such meetings. The Brown Act covered concerns over informal, undisclosed meetings held by local elected officials. City councils, county boards, and other local government bodies that were avoiding public scrutiny by holding secret “workshops and study” sessions.

Nonprofit Board/Staff Roles #NonprofitBoards

If you periodically review my blog you are aware that I often look for what others have to say about nonprofit governance - some things I like and others, well, let's just say I don't always agree.  One of my regular sources is the Tallahassee Democrat.   To their credit, the paper actually has a nonprofit column.  Again, I don't always agree but very much approve of having as many public discussions about nonprofits as possible.  So, kudos to the Democrat!

The column below discusses board staff roles.  An interesting subject particularly given that a large part of my practice centers on resolving dynamics between the two parties.  Anyway, please have a look.

 

 

A guide to understanding the different roles of board and staff | Notes on Nonprofits

Alyce Lee Stansbury

Notes on Nonprofits

 

 

A new Executive Director reached out recently to ask, “Do you have any advice that will help me guide the board in the delineation between their role in governance and my role as ED/staff?” The issue of board and staff responsibilities is a frequently requested topic.

Here are a few suggestions to support and strengthen this important relationship. 

Start at orientation (of course, a very good place to start although I like starting at recruitment)

Helping board members understand their role begins at new board member orientation. This is an opportunity to share and discuss the budget, strategic plan, Board committee roles, succession plan, and other critical documents that reflect the board’s focus and priorities. 

Utilize meeting agendas (so true how much board meetings are exec-centric and tend to actually leave out the board - just plain bad)

Board meeting agendas should reflect the board’s priorities and focus discussion on strategic goals, governance issues, financial health, and committee recommendations (not reports). The board chair plays an important role in keeping meetings at the strategic level and redirecting programmatic or operational ideas to the appropriate committee or ED.

Unlearn bad habits (yes, the Chair and Exec should absolutely meet regularly - even weekly although the topics may range)

When people join a board after serving on several others, they may bring bad habits with them. If so, it may take time for them to adjust to serving on a high performing board. It’s a good idea for the chair and ED to talk and/or meet regularly with new board members, especially during their first year, to help them get up to speed and contribute to the board’s work.  

Study Good Governance (The plain truth is that boards, and board chairs in particular, despite the myriad of resources listed in this section, do not find it necessary to learn.  I would pose that the governance committee do the reading and then do the training)

To be an effective trustee takes time and a willingness to educate yourself about what it means to serve on a high performing board. Carter McNamara, curator of managementhelp.org, has a free quiz designed to help board and staff understand their roles.

BoardSource, CompassPoint, Bridgespan, and Independent Sector offer lots of resources, articles, templates, and tools to support a healthy chair – ED relationship. Leadership Tallahassee’s annual Building Better Boards program is also wonderful opportunity to learn more about board service and network with other board members. 

Become an expert (I think all board chairs should "learn the trade" as they work their way through the ranks - they should go to a chair bootcamp - they should have long talks with previous chairs.  I do not believe the exec should be their trainer - what kind of partner is that?)

Nonprofit EDs need to be experts in nonprofit governance. This is one of the most effective ways to share best practices with board members and prevent “scope creep” by either party. Consider providing an article or white paper on a governance related topic and discuss it at a board meeting. I’ve heard many heart-warming stories about this column being utilized in this way and always appreciate hearing it.

Meet regularly - didn't we say this earlier?

Set a time for the chair and ED to meet regularly, even weekly,  if possible, to discuss board and organizational dynamics. A weekly call and monthly visit for lunch or coffee can go a long way towards keeping the lines of communication open and building a trusting relationship.

Recruit seasoned board members - ?really?

When recruiting new board members, look for people who understand their role and will speak up when board discussions slide into operational issues. Bob Harris, CAE, a frequent guest editor of this column, suggests bringing a sign that says “We’re in the Weeds” that board members can raise during the meeting or setting a toy helicopter on the table to remind trustees to keep meetings at the 10,00- foot level. 

Seek outside help - I certainly can't say no to this suggestion!

It may be helpful to bring an external person to inform and educate board members about their role. This can be a former board member, previous board chair, or governance consultant. 

When recruiting the Chair - hm

Serving as board chair is a big commitment and requires thoughtful consideration by the governance committee and prospective leader. Joan Garry offers a serious of questions she calls the ‘Great Board Chair’ checklist. Here are a few I recommend asking before electing someone to serve as chair. Do you want the job? Do you have time? Do you have schedule autonomy? Can you meet face to face with the ED at least monthly? Can you enthusiastically model good fundraising behavior? Can you guide and mentor committees? 

If the board chair is the problem  

Sometimes people agree to serve as board chair without understanding the commitment and are unable to dedicate the time required. A chair can also stay in the role too long and can become a roadblock to progress. Whatever the issue, it is critical to invest time in helping the chair be successful since they set the tone for the rest of the board and will influence future chairs.

Consider asking a former chair to meet with a new chair to share their experience at leading meetings and guiding the board through strategic discussions. If nothing works, and a new chair is needed, work with the governance committee to identify and recruit the next chair who understands or is willing to embrace a healthy board-ED relationship. 

The best chair-ED relationships are built on trust which reminds of this quote from Warren Buffet: “Trust is like the air we breathe. When it’s present nobody really notices but when its absent, everybody notices.”  Yes

Notes on Nonprofits is produced by Alyce Lee Stansbury, CFRE, President of Stansbury Consulting, and features new ideas and resources, responses to reader questions, and timeless topics from our vault. Send your questions and feedback to notesonnonprofits@gmail.com.

Board-Exec Relationship #NonprofitBoards

IN an article about gender equity in Jewish organizations, there are three instructional points offered in terms of strengthening or at least maintaining the relationship between the board and the exec.  Worth a read I believe.  From the Jerusalem Post: 

My optimistic perspective comes from a firm belief that intentional behavior and attitudes on the part of senior leaders can influence the whole of an organization. I have witnessed a growing number of examples of women playing significant roles on boards and as professionals that break traditional gender stereotypes and assumed skill sets. From a leadership perspective, gender is only one factor among many that contribute to the dynamic relationship, and there are clear, intentional approaches that leaders can take to create a more equitable environment.

 

I believe in three intentional approaches that contribute to stronger partnerships and that are especially helpful to promote gender equity and respect. I illustrate each of these approaches below with personal reflections and observations.

 

1. Self-awareness: Everyone has some skill sets that come naturally and some that can be improved with effort. When leaders are aware of, and transparent about, their own areas of strength and where they need to develop skills, they can invest in areas of learning. Trust defines an effective lay-professional relationship, as well as a shared vision and clear role expectations. In order to grow, each partner should be committed to understanding and respecting the other, sharing and receiving helpful feedback, creating a safe space for exploring personal and professional growth opportunities to advance the vision and goals of the organization together as a team. This can go far to eliminate perceived gender-based strengths and challenges.

Members of the LGBTQ+ community and supporters participate in a protest march in support of the transgender community, in Tel Aviv on July 22, 2018. (credit: MIRIAM ALSTER/FLASH90)

 

As I have grown in both my professional leadership roles and also as a lay leader, I recognized that I had to build my skills around financial management. I did not need to know everything, but I had to develop some literacy and then trust those around me who were more skilled. On the other side of the relationship, one lay leader with whom I worked for many years as a professional was seen as a great relationship builder, creative program planner and terrific at event management. To facilitate her leadership growth, we intentionally worked on how she could grow as a strategic and visionary leader. She had much to contribute, but often her voice was not sought out in this way. This is an area of challenge for many women as leaders, and it can only be changed through awareness and intentional growth.

 

2. Contracting process: As in many relationships, a contract can be used as a means of setting agreed-upon parameters in order to establish clear shared expectations. A contract between a professional and a lay leader might include identifying the responsibilities and decisions that are professionally led and those that are decisions to be made by the board chair and the board. Other areas outlined in the agreement could include preferred methods of communication (email, phone or text), establishing regularly scheduled check-ins and defining boundaries for personal time.

 

One of the beautiful aspects of the Jewish world, and one that is discussed as both a benefit and a challenge of Jewish communal work in Prizmah’s report on board leadership, “Unlocking Leadership,” is the way personal and professional lives are often intertwined. As an individual, I may be a participant at a Jewish communal event alongside lay leaders from the organization at which I serve as a senior professional. Having agreed upon times that are “no business talk” situations will help everyone navigate these sometimes-challenging boundaries and enable a more trusting relationship.

 

 

3. Modeling mindset: We often hear about how leaders are meant to set an example of good behavior. Attitudes toward gender equity and respect are conveyed in all sorts of ways that have been documented – who sets up and cleans up a room, who takes notes, etc. It is easy to default to gendered expectations, but it can also be easy to break those patterns and model more balanced and respectful dynamics.

 

Early in my career, I was at work late one night putting together packets of material for an event, and the male CEO, with his coat on heading out the door, stopped to ask what I was doing and sat down to help me get the job done. I still remember him many years later and try to emulate that kind of practice, knowing that as a C-suite professional, I am observed by my organization’s employees and have the responsibility to set a positive example. When leaders recognize that their influence extends deeply within and beyond their organization, they can contribute to changing stereotypes.

 

Being intentional as a leader means holding ourselves accountable for the outcomes we wish to see, both for our organizations externally and for our leaders internally (this is the first “keystone” addressed in Leading Edge’s report). Board chairs and lead professionals together have the opportunity and obligation to adapt these practices to be more intentional, especially as we continue to break gender norms. As a result, their relationship will be more stable, their impact on their organization that much more lasting, and the Jewish communal world will continue to advance the way we handle issues of gender equity, allowing both leaders and organizations to thrive and succeed.

 

The writer is chief operating officer at Prizmah: Center for Jewish Day Schools.

Don't Just Change Composition but also Culture #NonprofitBoards

The following POZ.com opinion piece should serve as a reminder that changing the composition of the board does not inherently create a better board and can even instead lead to a more dysfunctional board.  The subject of the article is HIV-AIDS organizations which were initially comprised more of persons with lived experience but likely, in pursuit of increased finances, moved to bring-in corporate folks who I presume were without lived experience.  The result was voices from the former lost and a new culture that did not serve those same originators.  You can read the article to ensure yourself of my interpretation of the facts but either way, the issue of paying attention to culture is essential when bringing on-board folks who are not "like" those already at the table.  Extra work (although perhaps the work that should have been being conducted) is critical to ensure a positive and productive future among all the members.  It strikes me that this work was not conducted in the HIV-AIDS organizations.

 

OPINIONS

The Dangers of Corporatized Nonprofit Boards

A group of advocates call for transparency, accountability and real representation at U.S. HIV organizations.

November 15, 2021

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By Danielle M. Campbell, Jeremiah Johnson, Jim Pickett, Venita Ray and Kneeshe Parkinson

Recent events at the Black AIDS Institute (BAI) have demonstrated that we as a community need to have a critical conversation about the transparency and accountability, or lack thereof, at U.S.-based HIV organizations. This includes the composition and operations of boards of directors and, most importantly, their relationship to the communities they claim to serve.

I believe that we must be certain that these boards are representing our thoughts and perspectives through meaningful inclusion, with safeguards in place that protect us from members not reflective of the HIV community and the most impacted communities. If we exist as advocates, it is our collective responsibility to ensure that affected communities are strategically included in all conversations that affect us. Inclusion means ensuring that people living with HIV and the most vulnerable communities are prominently represented. It also means bringing in new leadership into our organizations. This is not just an epidemic for the old guard; we must include younger and diverse perspectives to be centered in positions of real power that reflect those populations most disproportionately affected by HIV.

Unfortunately, recent incidents at BAI have placed an unwanted spotlight on the kinds of issues we see across many—if not most—of our national HIV advocacy organizations that rely on the leadership “status quo” in the face of confronting a changing epidemic. During her long tenure at BAI and relatively short time at its helm, Raniyah Copeland quickly shifted narratives within predominantly white national policy spaces to focus on the biases that perpetuate racial disparities in HIV related outcomes among Black people. Moreover, through her vision she leveraged BAI’s considerable staff talent to introduce an unapologetically Black viewpoint into national discussions about ending HIV as an epidemic, effectively reinserting BAI into key policy and research conversations through the We The People: A Black Strategy to End the Epidemic report. It was no surprise that her appointment to the Presidential Advisory Council on HIV/AIDS (PACHA) in July was widely celebrated by community activists. In a field founded on the motto Silence Equals Death, for many of us Raniyah’s voice has been giving us life. And yet, despite all of the energy and momentum surrounding Raniyah’s leadership, she was removed as CEO in August of this year.

In response, the remaining members of the board living with HIV or with direct nonprofit experience resigned in protest, describing how they had been shut out of the decision making process and citing the unethical and opaque behavior of the remaining board corporate representatives as their reason for leaving.

Across the nation, community advocates have been alarmed by these developments. The sidelining of an outspoken Black woman with a proven history of nonprofit leadership and the significant disruption of the only national unapologetically Black HIV think tank is nothing short of a tragedy. It serves as a terrifying reminder of the dangers of having a corporatized board with minimal meaningful representation from people living with HIV and individuals with direct nonprofit experience. Although the board has created a plan for interim leadership, no plan has been put in place to make the board more representative of communities most impacted and vulnerable to the epidemic. The current members, like many other boards of HIV organizations across the country, currently display a lack of accountability and transparency to the HIV community. With respect to BAI, Black Treatment Advocates Network (BTAN) advocates have also expressed numerous concerns with the board’s actions.

These events are particularly troubling at a time when our movement is significantly challenged by the effects of the COVID-19 pandemic and with even fewer organizational heads who represent a truly unapologetically Black perspective on HIV. During her short tenure as CEO, Raniyah was outspoken on topics that the field of HIV/AIDS policy advocacy would rather not discuss, most notably the stark differences between the racial composition of the HIV epidemic vs. those getting paid to discuss the epidemic in high-level policy spaces.

As proponents of BAI and Raniyah’s formidable style of leadership, we and a group of concerned advocates sent a sign on letter to the board on Thursday, September 9th, demanding that the board reinstate Raniyah and realign itself with organizational bylaws that were meant to safeguard from just this sort of corporate takeover. The response we received on September 23rd was merely a replication of their announcement of interim leadership that did nothing to address community concerns about the state of the BAI board.

We know what happened to Raniyah is not an isolated incident. Leaders like Raniyah have been silenced before. Many HIV organizations have not always been transparent, inclusive or representative of the communities they serve. It is time to draw a line in the sand and demand more accountability from these organizations. It is time we stand up and say “no more.” We need all HIV organizations to know that we are watching, we are paying attention and we demand meaningful involvement of people living with HIV, transparency and accountability by board members and leadership. We will no longer look away when the organizations funded to serve us betray us.

We cannot allow the silencing of a talented leader go unanswered. What has happened at BAI is unacceptable, and it is unacceptable when it happens at other HIV organizations. And as a field, we must take this moment to discuss what we mean by community representation, assess our ongoing vulnerabilities to corporate takeovers, and safeguard ourselves. We believe now would be the right time for the Federal AIDS Policy Partnership and others to host such a discussion. We owe it to our work, we owe it to our younger outspoken leaders, and we owe it to the communities we serve.

Nonprofit Board Types #NonprofitBoards

Who knew that not all boards of directors have fiduciary duties (duty of care, loyalty and obedience) and are basically where "the buck ends".  I for one did not nor do I believe this to ever be the case.  But an article in Inside Higher Ed suggests otherwise offering a distinction between governing, fiduciary and advisory boards.  I will concur with the author that advisory boards have no fiduciary responsibility or authority but then, they are not boards either nor should the language even be ascribed these bodies of advisors.  I do not agree but stand to be corrected that there can be a governing board that does not have fiduciary responsibility.  In fact, I understood these to be one-in-the same as far as language and technicalities go.  So, any of you who have more wisdom, please share.

Meanwhile, here's the Inside Higher Ed article.

Boards: Who’s Really in Charge?

 

Explaining the difference between governing boards, fiduciary boards and advisory boards.

By 

Kathy Johnson Bowles

 

November 16, 2021

 

 

“There are so many boards at this institution. Who’s really in charge? What do they do? How do people get on the board?”

Higher education boards can be confusing. Knowing the function, purpose and who serves on the board illuminates which body has the authority to make decisions—or only to influence decision making.

The three types of boards (with sometimes overlapping roles) include governing, fiduciary and advisory. A set of legally binding rules called bylaws dictates the role of a board and the actions of its members. The following narrative delineates the hierarchy of higher education boards, their roles and member criteria. Some institutions have a more or less complex system than outlined here. In future postings, I’ll demystify board meetings, explore executive sessions, discuss shared governance and answer the question “Who do I complain to about … ?”

Governing and Fiduciary

The institution’s board of trustees (also called the board of visitors, regents, governors, fellows, supervisors or overseers) governs by making decisions about institutional plans, programs, budgets, policies, risk management and certain employment matters as recommended by the administration. They also have the authority to hire and fire the president or chancellor.

Governing boards provide oversight but do not manage day-to-day operations. Day-to-day management rests with the administration. Think of the boundaries between the two as with the administration and faculty—the administration may ensure programs meet accreditation standards but does not dictate course content. Faculty make those decisions.

For public institutions, the governor or a governmental entity such as the state Legislature appoints board members. An institution may make recommendations or advocate for prospective board members. The appointment process includes an application and recommendations, vetting and approval as mandated by code. Political party affiliation, service and standing (whether professional or political), geographic distribution, and sometimes financial status serve as a basis for selection.

In some states with a university system, there is a system board of trustees, and individual campuses may have a board as well. State code guides appointments for campus board members. A local board’s decision-making ability is more limited than the system Board of Trustees.

Governing boards of private institutions are not appointed by state code. Generally speaking, members are selected in manner as outlined in the next section. At private institutions, the board of trustees and foundation board of directors is often one and the same.

Fiduciary

The foundation board of trustees (or board of directors) is a related but separate nonprofit organization in public institutions. The foundation’s assets support a specific university or college, but the assets are not legally owned by the state, nor are they required to adhere to the same policies applicable to state funds. The foundation oversees investments, asset management, compliance, policies and budgets related to charitable giving. The members assist in fundraising efforts by making contributions and securing resources from others.

Current board members and the advancement division staff identify prospective board members. Nominees are selected for giving history and potential to contribute to the institution and for expertise, affiliation and ability to influence others to give. Current board members elect new members. Members are often alumni but can be business and civic leaders as well as former employees, relatives of alumni, major donors and other friends of the institution.

Fiduciary and/or Advisory

The alumni association board of directors serves as advisers. Some alumni associations exist as related, but separate, nonprofit organizations, as with foundations. Legally separate alumni associations were the model before the establishment of foundations at public institutions. As support from state government diminished, foundations took over the role of providing additional revenue. Today, many alumni associations work with the alumni office, career development and the president’s office to influence and encourage alumni engagement.

Members are alumni nominated by current board members, the alumni office and the alumni body at large. Criteria for nomination include achievements, expertise, leadership abilities, giving history and potential to provide resources to the institution. Some institutions use the alumni association as a means of vetting potential members for the foundation board and board of trustees.

The athletic association board of directors’ role is to champion the athletic department primarily through fundraising efforts. As with alumni associations, some athletic associations exist as related but separate nonprofit organizations supporting the athletic department. In other cases, athletic associations raise funds that the institution’s foundation then manage. NCAA rules and regulations limit an athletic association’s role in fundraising, allocation of resources and involvement in the athletics department and with athletes. Current members, the alumni office and the athletic department provide nominations. Members are selected for reasons similar to the alumni association.

Advisory

Many universities also have college, school and department advisory boards that provide counsel on current professional practices and trends, internship and career development opportunities, mentorships, and fundraising support. Existing members, the alumni office and the associated functional area identify nominees. Members are selected for their achievements, expertise, leadership abilities, giving history and potential to make and encourage others to contribute.

Other advisory boards may include parents’ association boards (also known as parents’ advisory council) and a community relations advisory board. These boards often serve as a sounding board for the division of student life, enrollment management, communications and marketing, and the president’s office. These boards also afford a line of open communication in policy changes and campus controversy or conflict.

Nonprofit Board Committees #NonprofitBoards

I'm starting the week out by sharing Dr. Fram's latest blog.  This blog entry discusses board committees.  I would offer that Dr. Fram's points are essentially in-line with mine and many other's thinking BUT I would offer some fine-tuning.  

First, I trust that many boards have begun to rethink the role or even existence of Executive Committees.  These committees have been shown to be very effective at usurping the role of non committee members and this in itself is bad, I believe for the whole board.  One quibble I might also have is the necessity of as many as five standing committees (those highlighted in the by-laws).  Yes, the perfunctory Finance Committee is a good candidate and absolutely a Governance Committee.  But I really have a difficult time imagining any other committee that is necessarily a Standing Committee.  Task Forces including one for the Audit can more than adequately do the homework for the board.  And there underlies the purpose of committees and task forces - to do the homework.

Here's Dr. Fram's latest blog:

ESTABLISHING EFFECTIVE NONPROFIT BOARD COMMITTEES – WHAT TO DO

Based on my experiences, following are ways that effective nonprofit boards have established  board committees.  

• In the planning effort, focus board personnel and financial resources on those topics that are germane to the organization at a particular time. For example, staff requirements, assessing impacts  or succession planning. However the board also needs to be open to generative planning if new opportunities present themselves or are developed via board leadership.
• Reduce the number of board standing committees to no more than five, even less if possibleBefore bringing major issues to the full board, use subcommittees, also known as task forces, to review the issues  These include a  review a range of board level topics such as personnel policies, OSHA requirements and long-term space requirements .
• The CEO may want to attend all major board committee meetings. He or she may or may not serve on subcommittees, depending on the level of management information and guidance needed by the group.
  • Staff input is critical. Professional staffs make major contributions to board policy decisions. It needs to be remembered that staff in most NFP organizations are more closely related to the board than they are in FP situations. Nonprofit staff groups frequently are only a few organizational levels below the board.
  • The CEO needs to foster an atmosphere in which staff members feel free to express professional opinions to board members and administrative staff when involved in appropriate forums such as strategic planning. This atmosphere benefits the organization and isn’t just social activity.
  • When confronted with a particular difficult issue, an excellent means of communications is the board/staff workshop. The professional interaction between board and staff should enhance the quality of decision-making. There are also secondary benefits, as a workshop enhances professional communications between board and staff and engages board members in meaningful hands-on projects. In addition, the board can assess the capabilities of promotable staff.

Too many boards have been content to analyze proposals endlessly (i.e., engage in analysis paralysis), Others to avoid conflict, have tended to rubber-stamp proposals made by the Executive Committee, by overly aggressive board members or by the CEO.  Neither of these types of boards fully participates in the challenging act of establishing policy and direction for their nonprofit groups.

The nonprofit environment is changing rapidly. Board members are being held much more personally accountable for their action by the community (such as a call for impact data) and by legal statute. Under the legal statute of due care, if a volunteer board chair assumes the CEO title or becomes president/CEO, she/he may face increased exposure to liability for not meeting his or her duties of being very current on financials, compliance regulations, organizational limitations, etc.https://non-profit-management-dr-fram.com/2021/11/14/establishing-effective-nonprofit-board-committees-what-to-do-5/

 

 

Role of Nonprofit Board #NonprofitBoards

The following description was offered to inform Hamline Oracle readers about the college's Board of Trustees:

“There is sometimes a misunderstanding about the role of the Board. Often students believe that the Board of Trustees manages or leads the university, but in reality, they empower President Miller to do that,” Radtke said. “[The board has] fiduciary responsibility for the overall mission, policy and direction of the University’s academic and educational purposes.” 

The responsibility of managing Hamline is delegated to President Miller, the university’s chief executive officer, who then reports to the board.

“Like any nonprofit or 501(c)(3), number one: The organization’s are mission driven. And so a trustee has to be very wedded, and I would say, be passionate about the mission because you don’t get paid as trustees… People accept a lot of responsibility governing a nonprofit,” Schiebel said. “The trustees are there to not only review but support and ensure that President Miller has what she needs to be an effective and impactful president.” 

Hamline’s Board of Trustees is composed of Hamline alum, St. Paul and Minnesota community members and others. They meet three times per year.

Most members serve on a committee within the board. These committees meet the week before the full Board and bring forth any recommendations that need discussion or approval. 

The committees cover the topics of academic and student affairs, finance, facilities, investment and trusteeship. There is also an executive Committee which includes the Board officers and committee chairs.

In the past two years the role of the board has not changed, with the frequency and mode of their meetings being an evolving factor. Board meetings have moved to virtual platforms due to the COVID-19 pandemic with their last meeting this fall operating in a hybrid form. 

This description, clearly posed for a quick read and digestion by the general public begs the question as to what board members and/or staff tell prospective members about the board job.  Foe one, I would certainly hope there is a lot more substance.  I would likely quibble over the number and "rightness" of the number of committees. And most important, I would actively debate the idea that the board "empowers" the exec to lead the organization.

What's your thought?