Nonprofit Board Management, Governance and Advice
Last weekend I was in NYC for the Craigslist Foundation’s Nonprofit Bootcamp. As a one-day conference, I’ve really enjoyed it as having a wide variety of informative sessions. This is my second time going and for 2 out of 3 of the sessions, I attended the Board Governance track. The following are my combined notes from 2 sessions: Board Governance 101 by Michael Davidson (Governance Matters), and Managing a Board by John Brothers (Cuidui Consulting) and David LaGreca (Volunteer Consulting Group).
7 Board Roles (from Michael Davidson)
Setting Strategic Direction
Providing Financial oversight and management
Protecting assets and ensuring legal and ethical integrity
Ensuring adequate resources
Serve as advocates and ambassadors for the organization
Developing and maintaining a cohesive and committed Board of Directors
Select, support, partner with and evaluate the executive Director
4 Board Roles (from John Brothers and Dvid LaGreca)
Know why the organization exists… and annually review why it should
Interpret the organization’s work to the public in words of 2 syllables
Combine a sense of obligation with a sense of humor
Give money, or get it, or both
Board Structure: structure should be determined by what you are doing, not bylaws or god.
Board Giving: every board member should give a personally meaningful value. This can be arrived at through dialogue began by other board members who have already given.
Board Fundraising: The actual ask by a boardmember is easy (though no one ever wants to do it). The harder and more involved issue is how do board members represent the organizing and cultivate potential donors.
Executive Leadership: When your Director retires and you being a new search, often the discussion turns to: “Our last ED successfully led the organization for 20 years. We want someone exactly like her.” Instead, the board should continually evaluate the question: does our Executive Director have the skills and vision for the organization and world right now?”
Excellence: The New York Time’s Award of Excellence focuses heavily on board involvement and controls contributing to organizational effectiveness and success.
The Engaged Board: Through dialogue with your board, you should define the vision and characteristics that will have board members:
Expend significant time and effort
Make a meaningful financial contribution
Common Board Issues: vague expectations; not knowing what having “success” as a board member means; no feedback loops (was I good or bad as a board member); hot romance/cold match syndrome (hot and heavy dating/recruitment but a cold marriage/service)
The Board Chair: It is the Board Chair’s (the President usually) responsibility to create a functioning board. The board chair doesn’t support the organization, they support the board.
Terms and Limits: Michael strongly recommended terms as opportunities to review performance and lead some structure and legitimacy to ditching unengaged board members (deadwood). He was cooler on mandatory term limits, recommending instead board assessments to be more active. While the purpose of limits is to get fresh blood and ditch deadwood, they also mean that you lose your best members—even with by-years, they’ll find another cause to commit to. Also, Worrying about the problems takes our eyes off of motivating the good people
Creating Director Expectations: Have a board member Report Card that is completed every year for each board member.
Explaining benefits: the board as a whole has a responsibility to its members. This includes:
Sending information in a timely manner
Giving members training on how to explain, promote and raise money for the organization. Make it fun, interesting and absorbing
Engaging Board meetings: Board meetings can suck, no doubt about it. This is because they are used for reports that everybody can read, and not dialogue that requires people together to have. Michael recommended Consent Agendas: Send out all of the information (ED Report, Budget report, committee check-ins, etc.) in advance. Questions can be raised via email. If face-to-face discussion is still needed, it can be discussed during the meeting. This reserved the agenda for real, necessary, generative discussions. Bring in an outsider to start conversation or have real dialogue around the strategy or future of the organization.
Everyone at board meetings should have (eg be explicitly given) opportunities to “chirp”. Everyone loves to feel needed. Don’t typecast board members: for example, the treasurer shouldn’t be excluded from programmatic goal discussions.
Tell people at what points they are working: within the agenda, note “discussion only” or “discussion needed”, and make sure to include this at least once every meeting
ED Review: Yearly, have your Executive Director put together a review of their view of their own accomplishments. This leads to a dialogue with board of priorities for next year and allows the board to fill in where needed.
HR Policies: Make sure there is a mechanism in the HR manual for staff members to discuss the ED with the board.
The New 990: “The IRS can do things by regulation that could not be done by legislation” (referring to the failed Senator Grassley bill to bring Sarbannes-Oxley-type requirements to the nonprofit sector. While the new 990 form dramatically increases the level of disclosure of internal processes and controls, it’s also an opportunity to present your organization in a positive and effective light (since any organization’s 990 is available publicly through services like Guidestar or the Foundation Center ).
** Board Toolkit**: Documents that your board can create to guide and improve its ability to fulfill its leadership and governance responsibilities. From Governance Matters
Metaphors: John says that managing a board is nearly identical to caring for standing herds of horses; just replace “horse” with “board member” in the literature”.