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Board Governance Past questions and answers from Carol Weisman from live broadcasts aired by the Learning Institute for Nonprofit Organizations collaboration* Other Q & A Topics:
Q1. Do you suggest putting Board accomplishments in an organizations newsletter? - Terre Haute, Indiana This is a great idea. It recognizes your board members, and gives others an insight into how they can contribute. Q2. Best board size? How to Decide? - John, Ithaca N.Y. How big is your mission? If you can do it with 12 people, go for it. If you need 24, try a larger number. The average in the U.S. is 18. What is important is that every board member is an active, contributing member. Q3. Is it appropriate to have "emeritus" or "Special Category" board members such as local celebrities or local persons of color leaders to increase visibility without requiring attendance or lowered attendance? Example: People from "way up north" for geographical diversity in a state organization? -Roger, Madison WI This not only works well for local celebrities etc, it also works for regions where there are folks who have vacation homes and are only in residence a portion of the year. They can make a great contribution, but are unavailable for meetings 12 months a year. Q4. Do you suggest an outside speaker to address the board on issues of diversity and cultural differences? -Terre Haute, IN Absolutely. Q5. You mentioned not liking it if a husband/wife serve an organization (i.e. one on board, one on staff). How do you feel about someone serving as both a board member and staff person? -David, Rockville, MD This is only appropriate if the staff person is the CEO. Other staff may be in attendance, but not voting members of the board. This is a major difference between nonprofit and corporate boards. Q6. Please comment on the respective roles of the CEO and the Board Chair/President in recruiting and board development. -Lynn, Ithaca NY
-Marilyn, Madison WI (via e-mail) A typical conflict of interest would be if a board member has a product or service that the agency wants or needs to purchase. For instance, if an agency needs to hire an accounting firm. There should be competitive bidding on any project and if the accountant on the board is chosen, she would need to resign. A letter of commitment is quite different: it clarifies what one is going to do for the charity i.e. raise funds, attend meetings etc. For more information on conflict of interest, you can go to the National Center for Nonprofit Boards web site at www.NCNB.org. Q9. If the board is to be diversified and some of the people can't donate, isn't it wise to still have them on the board to reach a community otherwise not represented? -Marilyn, Madison WI (via e-mail) Yes...please also see the response to question #12 at: http://www.uwex.edu/li/nonprofit/.learner/q-a3b.htm Q10. Who makes up the nominating committee? -Marilyn, Madison WI (via e-mail)
Q 11. I have been doing volunteer work for an agency that is in shambles due to an ineffective director (who is a control freak), and the fact that all but the president of the board are the director's friends. The board is now down to 7 people (down from 12). The president has only recently become aware of what is going on due to the fact that the director has forbidden her staff to have contact with the board. The president of the board is unable to get a vote to remove the director because of the friendship the director has with rest of board. The agency has lost funding due to director's inability to act and poor staffing. The agency is now in danger of closing it's doors and it is a very worthwhile agency. Any ideas? Just as you occasionally have to do an intervention with a loved one who has an addiction problem, the same can be said of a beloved agency whose mission is compromised. Consider getting all of the players together, board and staff, bring in a facilitator and deal with the issues. Stick to the mission and stay away from personalities. Q12. How do we get rid of board members who aren’t pulling their weight? The first thing you do is call them. A statement like "we haven’t seen you at the board meeting for a long time" will elicit some amazing answers. Based on the answer, the suggestions to rotate off or change status to committee member or advisory member can frequently be made. Another way to change the board is with a board commitment letter which is written by the nominating committee and approved by the entire board. The subject can be approached with "We know we asked you to do only… However, we are finding that we can’t achieve our mission with this level of support. We hope you’ll stay involved even if you don’t have the time to be as active as we need." Q13. There is a great potential board member, but he can’t come to the meetings. Should we accept him under these terms? For those who can’t attend board meetings, there is always the option of serving on a committee or an advisory board or having an honorary board position. Don’t make deals regarding board membership. It is too important and the deals will come back to haunt you. For instance, if some members don’t attend meetings, you might find yourself without a quorum and unable to conduct business. Q14. We are a small group and don’t know a lot of people. Where do we find board members? Start with business associates, neighbors and friends. Frequently you’ll find that people you contact this way already know something about the organization and its goals. You have an advantage of knowing their strengths or weaknesses. Are they good at fund raising? Special events? Do they work better in a group or do they prefer to work alone? Will business travel during the week interfere with commitments? Another way to attract board members is through groups who tour your site and show an interest in your mission. At one agency, a valued board member came from a United Way site visit; another came from a women’s group who came to tour the agency. Those who come through the committee structure have already shown an interest and the ability to contribute, and they are usually excellent board members. Coming from the inside, so to speak, they often take less time to become productive because they’re familiar with your goals. Board banks are the dating service of the not-for-profit world. They offer specific talent when you enlarge a board. In most areas, service organizations such as the Junior League, leadership centers or programs and the United Way have board banks for not-for-profits. Some professional organizations also have board banks. If there’s a major donor, consider him or her for your board. Many are delighted to give time and expertise along with their money. Be first with an invitation to a new executive in town. This can come through a friend who is a Realtor or through reading the business section of your newspaper. When you visit a corporation to solicit funds for your nonprofit, take the opportunity to solicit for a board member as well. For instance, ask if there is someone in the marketing department who is also interested in your mission who might be interested in board service. Q15. Who should be on the nominating committee? The nominating committee should be the folks who know the community best. They should also represent different networks of people. If you have paid staff, they should serve in an ad hoc capacity. Remember, this is the most important committee on your board. Your future depends on picking the right team. Q16. What is the work of the nominating committee? The most obvious job is to draw up a list of names of potential members who will meet the future needs of your nonprofit as established by your strategic plan. A prospective list of members should be circulated among current members. If there are objections to anyone on the list, discussions should take place in private rather than in an open meeting. The advantage of this is that people can come forward to discuss concerns in privacy and it avoids potentially difficult situations. For instance, a proposed board member might be in litigation with another member, a former spouse, a professional competitor, etc. Another job of the nominating committee is to define the minimum requirements of board membership. Any changes must be proposed by the nominating committee and voted on by the board in advance. Q17. How do I approach someone? You need to know the answer to two questions: 1. Why do you want this person? and 2. What do you have to offer them? When you interview, be very clear about the many advantages of joining your board. These include the potential to learn, take part in decision-making and help to make changes to fill community needs. For instance: We would like to have you on our board because we need a large special event and were wowed by what you did when you chaired last year’s ball for zyx organization. We offer you the opportunity to help children with ABC problem. Always bring the list of current board members into your interview meeting to give the potential board member a chance to decline if there is a board member who will provide an obvious conflict. Potential board members fall into two categories: those who want to use the skills they were trained in to help forward the mission of a nonprofit, and those who want to develop new skills. You may assume an attorney would want to litigate on your behalf, when she or he really wants to determine programming. Have a variety of opportunities for their possible participation. Q18. Who should go on the interview? Match people in an interview situation with someone with whom they’ll feel comfortable. For example, when seeking to bring a business person on board, interview him or her along with several other business people who are already on the board. Always give the candidate the opportunity to choose the time. If meeting near their place of employment, ask them to choose the place. However, other candidates might feel more comfortable meeting at your agency. Do whatever will make your prospective board member most comfortable. Q19. How should we orient new board members? Some agencies bring on all the new board members at once. Others have an ongoing admission policy. Both methods are effective. The advantage of bringing everyone on at the same time is that orientation can be done once and on a larger scale. This also takes less staff and volunteer time. You can individualize the orientation process when you bring people on board one at a time. This way the new accountant who joins receives more of a financial orientation, an expert in social work meets with the clinical staff and reviews programming and the marketing manager focuses concern on the ways used to "sell" the agency to the public. Q20. How can I help people quickly become a part of the team? Consider a mentor program to help your new board members feel welcome. Most people do not consider a room full of strangers as a great social opportunity. The mentor explains why decisions are made and who the players are. The mentor acts as a host at the new member’s first meeting and sees that introductions to other board members are made. Ask the mentor to sit next to the new board member and to drive to and from the new member’s first meeting. A lot of explaining about the agency can be done in a car, rather than during a meeting. Q21. What is your recommendation regarding renewing terms for board members(term limits) ? My personal belief is that folks should continue to serve if they are doing a good job as defined by the board as a whole. This does not mean they are just showing up occasionally and once were productive. This means that there would be a real hole if they left. Q22. What should be the role of the executive committee of a board and who should make up that committee? The executive committee is a good idea when there is a very large board or geographic challenges to meeting frequently. State, national or international boards use this structure productively. It is usually composed of all the officers, the executive director and key chair people.
This is about as tricky a question as they get. I always go back to mission when discussing money. How much money do we need to accomplish our mission? I believe that guidelines are very helpful. For instance, when discussing this subject, you might say “we expect a minimum gift of $500.00. We understand that many of our members will be able and want to invest much more in our agency and some will not be able to .” There are frequently exceptions. I’m on a board with two nuns. Neither can give personally, but are going to their communities for donations. I’ve also been on boards where long time board members have lost their jobs. There has to be an element of flexibility, always keeping the mission in sight.
This depends on very much on the group and the size of the job. There is a women’s group called Hadassah that has a four year term for the president because of the size of the job. Many groups have a one or two year term. The one position I believe should be at least two years is the treasurer because of the time it takes to set up signatures and understand the accounting procedures. Q25. As a director - in an organization with a conservative executive director, and a "rubber stamp" board, what can I do to revitalize both the board and the organization? I’m a big believer in the yearly board retreat where folks get together and ask themselves what their vision of the future is. What do we want to get done, and do we have the right players in the room to accomplish our mission. This is a chance to engage a “rubber stamp” group and energize them. Q26. Should the Recruiting process be handled by an ad hoc committee once a year or should there be a standing committee of the board whose mission is to seek out and recruit appropriate board members on an ongoing basis? Recruiting is a process that goes on all year. In fact, I recommend that you have slips of paper on the board table at each meeting to record the names of potential members. Whether you bring them on all at once or one at a time is another matter. There are advantages to both systems. Bringing all new board members on at once gives on opportunity for in depth orientation and saves on board and staff time. Bringing board members on one at a time gives you the chance to orient to the specific interests of your new board member. You have to decide which suits the needs of your agency best. Q27. Our community of 70,000 seems to have a recent explosion of nonprofits drawing on a limited number of community members to serve on boards. Has there been a study to learn what an "ideal" ratio of nonprofits per capita? I don’t know of any such studies. A community of 70,000 which is rich in industry and talent can support a very large number of nonprofits. The problem comes when corporations relocate. Many cities i.e. Rochester, New York are facing just such challenges. What we are seeing are many nonprofit mergers, which I believe will continue into the next decade. Q28. How many of today's learning objectives apply to issues relating to board mergers? Do you downplay the assessment of the 2 board's composition and recruitment and focus more on orientation and commitment to the new joint mission? Many merged agencies are asking for everyone’s resignation, a nominating committee composed of representatives from each of the former boards and a new board formed from former and new members. I was recently involved in just such a merger. We found we had 8 white female attorneys. We asked 2 to return and thanked the others and asked them to serve on committees. Keeping the importance of the mission foremost, they graciously agreed. We did a lot of supporting and honoring of prior service to get to this point. Q29. Bylaws give board officers such as the secretary certain responsibilities. Such duties usually include keeping the minutes, posting meeting notices and protecting the corporate records. In organizations with even a small paid staff, the volunteer board officer serving as the Secretary does not routinely handle these responsibilities. It is the paid staff who take, print and file the minutes, mail out the notices and have custody of the corporate records. The staff handle these duties normally without the knowledge or consent of the Secretary (other than to secure a signature). Except for very small organizations without staff, the position seems redundant if not unnecessary. Some organizations have addressed this issue by combining the position of Treasurer and Secretary and others have eliminated the position. Besides a title role, what do you see as the responsibilities of a Secretary (if any) in an established nonprofit organization? I agree that there is very little need currently for the position. However, I see the secretary as the chief communicator and in that role, may become the “web master.” What I anticipate in the future is the “secretary as techie,” where E- mail, web site maintenance and chat room discussions will be under the role of secretary. I believe the role of the secretary will continue to evolve as methods of communication change. Having said that, an elected secretary still has some obligation to review and edit the staff's version of what took place in a meeting. For organizations with paid staff, it makes sense for someone to take a stab at the first draft of the minutes, as board members should be concentrating on the business being conducted. But I still like the idea of having an elected secretary who has the job of proofing and editing the final draft of minutes. Now perhaps it could be emphasized that the entire board has a stronger obligation to review and edit the minutes at the following board meeting when a staff member prepares the minutes (i.e. type "DRAFT" at the top of all minutes until they are approved by the governing body). Q30. As the administrator I am not a voting member but I am expected to be the expert on any area's when the board is lacking. Just what should the nonvoting administrator's role be on such a board? No one can ever be the expert on everything. You are the person to connect the board with the mission and the running of the agency. When you don’t have the information, it is your job to find out rather than to have it at your fingertips. Q31. What do you do if your board is set by legislation and there is no or little opportunity for change? There is always room for change even when the people in the room are determined by legislation. Levels of commitment, attendance and passion for the mission can all increase when board members are told what is expected, see the behavior modeled and are rewarded for excellent service.
Size doesn’t matter, function does. Your problem is not the number of board members, but the commitment of the ones your have. Again, I think a board retreat or a planning meeting where everyone is called in advance will help you to determine why folks are not showing. Anyone who misses a meeting should be called. Perhaps you are meeting too often, little is happening at the meeting.
There is never any problem with having more than one expert. If there is a particularly difficult financial problem, for instance, minutes and the agenda should go out in advance and you should have the opportunity to have your pal the accountant review the material and give you some advice so that you at least know the right questions to ask. Q34. We have varied levels of commitment, how do we get board members to actively participate and contribute? Every board member needs goals. I suggest the executive director and the board president sit down at least once a year, preferably twice, to discuss with each board member what they personally want to accomplish. Q35. We have a very large board of predominantly over age 60 white males. We have worked hard to bring in diverse younger member with some success. At the same time our board president has worked hard to move the voting authority from the large board to the smaller executive committee of officers. There is no longer any discussions about issues, or votes taken, because the executive committee has already taken action. How can I convince our president of the importance of full board discussions and voting about important issues? A board is a legal entity. I would suggest that you discuss the current trend and your concern with the board president. As the entire board is responsible for decisions made, you have the right and responsibility to be involved in making those decisions. You might want to discuss a somewhat radical step in dissolving the executive committee and reorganizing the board. If you would like to discuss this more in depth, as this is a very involved issue, feel free to call me at 314-991-3018. Q36. Who is responsible or most responsible for developing "passion for mission"- the board's president or the Executive Director? Both! The exact way this is done will change from year to year, depending on personalities. I would like to suggest that the president and exec meet and agree on ways to creatively bring the mission into the board room i.e. having staff present cases or bringing in experts or clients.
The board president needs to set up a meeting with the board member and say “we appreciate your commitment to the mission and your strong feelings about how things should be done, but you are not advancing the mission by your outbursts. If they continue, we will accept your resignation with regret.”
The nominating committee should be collecting names from the entire board. It is arguably the most important and powerful committee of the board in that it determines who makes future decisions. You may want to set aside a major chunk of time at a meeting of the entire board to discuss who would be a good candidate based on what your future goals are. One colleague of mine in Baltimore held focus groups with friends. She was looking for ten power fundraising women for a board. She asked her friends who they thought should be on the list. Within four years, she had 7 of the 10 women on her board.
I have no problem with “board designees” if the board member shows up at least 50% of the time, otherwise, why not have Paul Newman as the honorary chair of the advisory committee, or chair of the development committee. There is a place for everyone! (Especially Paul Newman) Q40. How do you prepare a prospective board member for an interview with the board? I would ask the prospective board member to come with a list of questions. They should include: what are your expectations of me? Why do you want me? What is your plan for the future? How much time to you anticipate it to take to be a good board member. I would then tell the prospective board member that he or she would also be asked questions, and give him/her an idea what they would be like.
The length of board meetings vary wildly depending on whether it is a state, local, national or international board. Some international or national groups only meet once or twice a year and spend one or two days in meetings, other groups are able to meet for 45 minutes once a month and get the job done. I would suggest you poll your current members. Ask them: 1.What would make our meetings better 2. What do your like most about our meetings? 3. Do we meet too often, not often enough? 4. What do you think about the length of our meetings? Q42. Our board resources/nominating committee seems most enthusiastic about pursuing corporate leaders - the same people who seem tapped out in terms of time and willingness to give (or raise) funds. Staff would like to see a different mix of new recruits - middle managers, "up and comers", worker bees, interested in hands-on volunteering. What are your thoughts? What kind of board members you want and need depends on what kind of a strategic plan you have. If you need to raise large amounts of money for a capital campaign, for instance, you need people with access to great wealth. If you want to dramatically increase your volunteer base, you need people who are connected to large groups i.e. the Junior League. Consult your plan when you decide who would be able to execute it. Q43. How do you conduct the business of your nonprofit when board of directors live in different parts of the country? Founders formed organization this way.... Most groups with geographic challenges meet once or twice a year for a full day and have phone conference in between. Because of the expense involved, these have to be longer and more intense meetings and the board members need to be very well prepared. Other ways to meet include phone and video conferences. Some groups are experimenting with chat rooms with mixed success. Q44. Why is the fact that board members are just "volunteers" used as an excuse for not participating in all levels of board activities. Most board members thrive in the "cut-throat" corporate world yet require special treatment by non-profit staff members. Corporate employees are rewarded for their work by receiving a paycheck.Board members need much more because they aren’t paid. They need support and praise. They need to feel connected to the mission and to feel that their contribution is appreciated. (all of this is true in the business world as well, but if it is lacking in the nonprofit world, people leave.) Q45. Could you address how to get rid of a board chair that is doing a disservice to the organization. He has been on the board for 20 plus years, the bylaws don't limit his term and he doesn't know the mission of the organization. This is really difficult. I’m not sure it can be done without “blood on the wall.” I would suggest a committee of the board meet with him to discuss their concern and that he consider stepping aside for the good of the agency. One way to approach it is “we value all you have done in the last 20 years. We would like to see continuity of leadership and hope that you will remain in an advisory capacity while someone else takes the reins. This may not work. If it doesn’t, you will have a fight on your hands. You might want to bring in an outside advisor. Most United Ways have management assistance centers that could provide help. Good luck! *Responses were transcribed by Prof. Andrew Lewis from the live broadcasts produced by the Learning Institute for Nonprofit Organizations collaboration. |
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