Month March 2019

Month March 2019

How Can Board Members Support the Mission?

John Bauer March 15, 2019 blog, News
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In Milwaukee, the Potowatomi tribe operates a huge hotel and casino complex and markets itself as the “Keeper of the Fire” in reference to its responsibility to maintain the hearth fire of the Council of Three Fires. The Potowatomi were the “younger brothers” in a three-way alliance along with the Ojibwa and Ottowa tribes. Keeping the Council fire burning signified the on-going continuation of the alliance.

In a similar manner, the nonprofit board of directors is the “keeper of the mission.” Through its governance leadership, the board is responsible for adopting and supporting a mission – usually stated in a short and concise sentence – and approving the programs and services that express that mission to populations it serves. The board, through its fiduciary duty, makes sure that there are sufficient human and financial resources to execute the mission with quality. This usually requires the engagement of staff and management to operate and administer various support functions to make sure programs and services are appropriately delivered. Through its strategic duty the board adopts plans and strategies to ensure continuity of the mission and to monitor that plan through the achievement of measurable goals and objectives. Finally, the board has a generative duty to apply its intellectual capital by inquiring into questions and issues that pervade its functioning as a board and that impinge upon its effectiveness.

In my previous article, I explored ways in which the CEO can provide executive support to these principal duties. In this article, I am going to move beyond these broad duties and discuss ways in which the CEO can make use of the board and individual directors to provide additional resources and support for the organization. Although the board exists authoritatively only when it is in session, individual directors possess capacity in their own right to help advance the mission. Within their personal, business, and community circles, individual directors can be called upon to provide local publicity, community partnerships, policy advocacy, connections to clients and families, professional awareness, political influence, financial resources, and access to talent. However, I will argue that the extent to which individual directors are engaged in such activities is directly proportional to the amount of leadership provided by the CEO to recruit, equip, support, motivate, and actively employ them in ways that are commensurate with their skills, talents, interests and resources.

Such executive activity by the CEO with individual directors takes a lot of time and attention. But, as I have previously asserted, meaningful engagement of directors, both inside and outside the board room, is necessary and, frankly, is the primary reason most directors desire to be part of the board in the first place. Therefore, it is up to the CEO to engage directors in ways that both advance the mission of the organization and help bring fulfillment and meaning to each director.

In a previous article dealing with “Who’s on the Board?” I suggested that identification and management of board candidates should be a process that is parallel to donor management. Identification, cultivation, engagement and solicitation of donors is a type of constituent relationship management (CRM) process that can also be applied to current directors. Assuming that a director file has been created by the CEO through the recruitment and election process that contains data around education, profession, skills, connections and other information, I would suggest that this file be expanded once the individual has been elected to the board to include data around connections, resources, and the other assets I described above.

Such data could come from a survey completed by all current directors in which they self-identify talents, giving capacity, donor prospects, political and corporate connections and a host of other resources and assets. Additional data should come from notes the CEO would enter around dates and reasons for contacting the director, giving records, referrals of donors and potential staff and board members, director evaluations from the governance committee, correspondence, etc. In other words, every director should have a “personnel” file, electronic or otherwise, which can be used as a resource by the CEO to manage board member engagement.

I’ll elaborate on a few specific ways the CEO can utilize and manage individual directors to advance the organization’s mission. In each case, I will illustrate how such engagement is an executive action unique to the CEO as part of my suggested model of reciprocal governance.

Community Relations

While most organizations have some type of communication or public relations function that can send out press releases and generate information on the organization’s website and other social media, there are times when organizations need personal connections with their support groups in ways that can’t be managed by the CEO or his/her staff through blanket communication. This is especially true in nonprofit organizations that have church or religious roots. For example, if an association of congregations founded a social ministry organization, provides financial support and these congregations are in turn served by the organization, then communication from a director who is a member of one of those congregations can be a more effective way to build and maintain support. In such a case, the executive director can provide talking points, resources and connections to link the director to the church.

In larger organizations, especially those which are geographically dispersed, building community connections in areas where services are provided is an important function that can be supported by an individual board member. Take the example of a large, multi-state agency that provides services to individuals with developmental disabilities. Local program management staff should be asked by the CEO to contact any directors who live within that service area to discuss community issues, perceptions, needs, and barriers and who the local leaders are who can be contacted by the director to address such issues as needed.

Local media outlets should be contacted and if information about the organization needs to be shared, board members living in the area can be tapped to provide interviews or quotes. In an instance in which we had to cease operations in a particular area, a local board member provided an important perspective (albeit coached with talking points) to a local television station that questioned the move. In another instance, a former board member provided assistance and communication with his congregation in an area into which we were going to expand and for which we needed participation from welcoming churches. 

The bottom line is that current and former board members can be asked by the CEO to represent the organization in their church, business and residential communities. The key to effective engagement comes from the duty to provide the board member with the needed information, guidance, contacts and resources in order to perform the task requested of them. This has to come at the initiative of the CEO and his or her staff.

Donor Development

Individual directors are key players in identifying, contacting and involving potential donors. My experience, however, is that directors don’t automatically jump into this process. They have to be trained and the process has to be managed. Depending on the size of the organization, development staff can be of great assistance to the CEO in connecting directors to donors, in sharing processes and strategies for donor connection, and in managing donor information once it is obtained.

In many small organizations, however, the executive director is the principal fund-raiser and, frankly, needs all the help he or she can get. In such a case, board members can function as allies in raising money. So how can the ED/CEO use board members to support the development function?

I think this begins with a practice of visiting with each director each year to determine if there are individuals in their circle of influence who could potentially be approached for support. This conversation could take place in the context of the CEO’s solicitation of the director’s annual fund contribution, and discussions around deferred giving, legacy gifts and possible trusts. If the board has expectations of its members that include a “give, get or get off” requirement, then identifying potential donors is a significant fulfillment of that expectation and should not be considered obtrusive. 

This expectation for board members has to be more than a mere drive-by checklist item, however. “Do you know anybody who could be a donor?” is a question that could be quickly answered with a “nope.” However, delving a bit into family relationships, business contacts, church connections, foundation opportunities, professional associations and other organizations and individuals might yield a valuable contact. In contrast to the generic “who do you know?” question, a focused “who is the most influential person in your congregation?” or “who, in your professional association, could I tell the organization’s story to?”

Another way to expand your donor base is to ask board members to host information meetings, either in their homes or in a local venue. I saw this work to great effect when the college president I worked with conducted “dog and pony” shows around the country hosted by regents in those areas. Using board members, as well as key alumni, small dinner or cocktail reception events gave the president the opportunity to share the story, present information and invite participation. After the event, the host regent and the president reviewed the evening and qualified the attendees. Development staff helped schedule follow-up visits, add prospects to the mailing lists, manage invitations, and, when the time was right, arranged for the president to make a solicitation visit. 

Finally, it is my opinion that directors themselves should never do a direct ask for a gift – even if the donor is Grandma Harriet’s favorite cousin. Invariably, directors lack sufficient information about the donor’s capacity to make an informed request. Second, any gift asked for as a “favor” takes away from the motivation to support the mission on its own merits. Third, directors – unless they are fund raising professionals – don’t usually know how to “ask.” 

At the same time, having a director accompany the CEO on a donor visit can be incredibly helpful. Asking the director to help set up an appointment for a visit from the CEO carries a lot of weight that the CEO, a stranger, would probably not have.

So, making a personal financial commitment, identifying potential donors, hosting donor events, introducing the CEO to prospective donors, and accompanying the CEO on a donor visit – these are all ways in which a board member as an individual can help financially support the organization. And because these are all activities that are not usually explicit in a listing of board member expectations, it is up to the CEO to manage this process by working with each individual board member. In my experience, this is an executive function that has to come from the CEO and cannot be delegated to staff, no matter how large the organization. 

Advocacy

Most nonprofit organizations are engaged in human service work for which some type of government support is needed. Furthermore, such agencies are always under some type of regulatory control. Consequently, it is important that organizations remain alert to changes in either funding or regulations that might have an impact on their ability to deliver services. Maintaining a passive posture toward government is the best way to become a victim of change. I always believed it was far better to be an agent of change, convinced first of all, that government regulatory and funding agencies truly do want to do what is best for the majority of people, but also believing that having a seat at the table is better than waiting for a funding reduction or a new onerous regulation to befall us.

How can the CEO use board members to advocate on behalf of the organization? Advocacy, as a science, is the demonstration of a position on behalf of others as a way to influence decision making. Most often, this is a political issue, and as I will explain in subsequent paragraphs, requires an understanding of political processes and who holds which government position.

Advocacy which involves board members does not mean asking them to show up on the steps of the state capitol with a placard demanding equal treatment for people with disabilities or an increase in the minimum wage. It may mean writing letters to elected officials concerning pending legislation that would impose discriminatory regulations or calling a legislator regarding a proposed budget cut that would hurt client services. In these instances, the impetus for such direct advocacy has to be directed and supported by the CEO and may include providing names, numbers and addresses of legislators, letter templates or talking points, and background information on the issue in question. Discussion in board meetings about political issues that could affect operations should be initiated by the CEO as a way to prepare them for requests to directly advocate on behalf of the organization.

Political Influence

Politics consists of the activities and affairs involved in managing a government. Officials elected or appointed to perform these activities are engaged in the political process. Because every citizen, resident and organization in our country is subject to the laws of the land, we are necessarily involved in the political process. Although we sometimes confuse this fact with the divergent philosophies and positions of opposing political parties, politics and political processes are how we function as a society of laws.

On the surface, it may seem that engagement in the political process is synonymous with advocacy. Certainly, advocacy is a form of political engagement. However, there are so many other aspects of government control and regulation that have to be navigated by a typical nonprofit that a discussion of how to use board members to influence the political process is warranted. A few examples will illustrate the point.

Local governments control things like zoning, building permits, property maintenance, parks and recreation, utilities, fire and police protection, garbage removal and many other aspects of operation. Working through aldermen, the mayor, city planner, city attorney and other local boards and committees can be more a matter of who you know than what you know. 

As the dean of a small liberal arts college in a residential area, I experienced the importance of political influence in a number of “town and gown” controversies. My college was seeking to expand its campus by building a recreation center on property it owned, but which was zoned residential and not institutional. Our foray into local politics ignited a firestorm of protest from surrounding neighbors. After numerous setbacks, we learned how to work through our local aldermen to engage with our neighbors, and how to leverage local leaders who supported our project to contact their government representatives to urge their support. Eventually, zoning was obtained, but not without significant influence from local board members and community leaders.

At the state level, my college desired to have a sign on the freeway indicating which exit to take to get to our campus. I’m sure you’ve seen these large green highway signs for other schools. The Department of Transportation was not willing to honor our request. In this case, a former board member who happened to be a major contributor to the sitting governor and an individual with significant international trade connections went to bat for us. We got the signs. Please note that at no time did we ask or expect board members to contribute to any politician’s campaign. Maintaining political neutrality is also important because the political winds can change very quickly – as we saw in 2016. The point is that individual board members may have political connections which can be used when necessary to work through the political process.

Identifying Talent and Opportunity

Board members should be constantly on the lookout for talent – both for the board and for the staff. I wrote previously about the role board members can play in identifying and nominating qualified candidates for the board of directors. However, CEO’s must constantly be on the lookout for potential staff members who can bring outstanding knowledge and experience to the organization. In this regard, board members may have knowledge of such individuals in the same or related fields who they believe would be a great fit. Such a recommending process doesn’t have to be elaborate, nor should it be the only way talent is identified. In the case of key executive positions, the organization will most likely use a search firm to manage the process. Board members should be included, however, as possible sources of names and encouragement to board members to recommend individuals to the search firm should be made. 

If the organization has made the strategic decision to expand and is looking business opportunities, board members can be invaluable sources of connection to local agencies that offer related or adjacent services. On a number of occasions, board members tipped me off to organizations that were struggling or in which the founding CEO was planning to retire, and which might be open to acquisition or merger. From my standpoint as the CEO, holding up this growth goal, talking about it at board meetings and actively soliciting identification of potential targets provided enough incentive for directors to keep their eyes open for opportunities.

In addition, I’ve had board members suggest to me alternative methods of financing such as through tax-exempt bonds, opportunities to investigate the creation of single purpose entities (SPEs) for sale and lease-back of property, funding opportunities through foundations and corporations, and leveraging stock options and real estate holdings to obtain capital using other people’s money (OPM) to build endowment or fund building projects. These suggestions, accompanied by connections to experts in the field, led to serious study of alternative forms of financing. 

Tapping into the talent of individual board members and their contacts can go a long way in supporting the mission of the organization. The CEO must have an open ear and an open mind when such opportunities are presented.

Client and Family Relations

Nonprofit organizations hold their tax exempt status because they provide services that meet human needs. Therefore, clients and their families rely on the organization to provide compassionate care in whatever form that might take. From serving the homeless, hungry, abused and disabled, to providing early-childhood education, private elementary, secondary and post-secondary education, or offering housing and support services to the aged population, nonprofit charitable organizations meet the full spectrum of human need. 

Board members, as “keepers of the mission,” should be provided with regular points of contact with populations supported by the nonprofit organization whose board they sit on. The CEO can facilitate these points of contact in numerous ways. For example, on my board, we included in each agenda a “mission moment.” This fifteen minute presentation was often provided by someone we supported, a staff member who was involved in direct care, a short video from one of our international partners, or a short presentation by a family member of someone we supported. These presentations connected board members with the actual services we were providing and provided tangible evidence of mission impact.

Another way we created points of connection came from scheduling one of our quarterly board meetings (usually in February so we could get out of Wisconsin and in a warmer climate where we provided services). Tours of facilities, meals with clients and families, presentations by local staff – these put board members in direct touch with our programs and services and the people we served.

While board members were free to interact with clients, family and staff, there were a few times when a staff or family member would want to use the occasion of a visit to complain or, at very least, to raise a concern. This wasn’t discouraged but debriefing the board after the site visit was important to make sure they understood the situation or to make sure they knew we would address the concern. The CEO and his/her staff must plan and execute such site visits being mindful of the possibility for such interactions. My experience was that benefit of such direct exposure far outweighed any negative experience – and if there was a negative interaction, the board and my staff shared an understanding of how it would be addressed.

A Word About Staff/Board Relationships

As organizations grow in size, it is quite natural for board members to develop connections to key staff members. For example, the treasurer of the board will naturally spend time with the chief financial officer. Board members from areas in which the organization provides support services may have a natural point of connection to the chief operations officer over matters of local concern. Development staff may be very engaged with board members around donor events or major donor prospects. In my experience, such natural connections are to be encouraged.

However, a word of caution is in order. The CEO is the only employee of the board. Therefore, only the CEO is accountable to the board. Failure to honor this distinction can cause things to go off the rails on one of two ways. First, board members do not have influence over any aspect of the operation as individual board members. Remember my general rule that the board exists only when it is in session and ceases to exist as an authoritative entity once it adjourns? Individual board members cannot tell staff what to do and expect their unquestioning obedience. This undermines the authority of the CEO and exceeds the authority of the board. It also puts staff members in a very awkward position. Who’s the boss?

The second way things can go off the rails is that staff members may believe they have direct access to the board through such contacts. Going around the CEO is a form of insubordination in my mind. Even if the motive is appropriate as in the case of seeking the professional expertise of a board member with unique qualifications in a particular area, direct approach of a director by a member of the staff, unless otherwise authorized by the CEO, creates the appearance of independence and autonomy from the supervision of the CEO.

So, how can one avoid these pitfalls while still maximizing the strengths and talents of the board and providing them with information when they need it? My predecessor had expressly forbidden any contact between board and staff. I did not find this approach to be constructive. For me, it was simply requesting that the I be copied on all communication with staff. When this approach was proposed as a board policy, I explained that board members were always welcome to contact staff with questions or concerns, but that they copy me with their correspondence. This was very easy when email was used. If communication was by phone, I asked that board members and staff inform me of the substance of the conversation. I rarely had a problem.

Conclusion

Individual board members bring talent and resources to your organization. Most directly, these are expressed in the context of the board meeting. However, outside the board, they also have connections and expertise that can and should be tapped by the CEO. Active involvement of directors in the ways described above brings a great deal of benefit to the organization and provides meaning and fulfillment to the board member. The point of this article is that making appropriate use of the resources provided by individual board members is something the CEO must make an explicit part of his or her executive suite of practices, thereby helping board members individually and collectively serve as “keepers of the mission.”

How Should the Board Be Organized?

John Bauer March 6, 2019 blog, News
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Having discussed the CEO’s role in building the best board possible for the size, age and culture of the organization, I’d like to turn my attention to some of the issues related to how nonprofit boards organize themselves to actually get the work done. On the surface, it would seem that these areas are outside the realm of CEO influence, but as I will demonstrate, they do fall within the area of what I call “reciprocal governance.”

What I am not going to do in this article is advocate a particular type of governance such as “policy-based” governance, governance as leadership, or psychological centrality and board-centered leadership. These all have their adherents and I am not going to judge their veracity or appropriateness. What I will do is discuss generally accepted principles of board organization and how the CEO can work within that structure to support the board and its work.

Size of the Board

The size of the board will depend largely on the duties and expectations of directors. In younger, smaller organizations in which active participation in the actual functioning of the organization is required, boards tend to be young, energetic, passionate and active. As organizations grow, board size may grow as well, especially if demands for fund raising, financial oversight of a more complex organization, and growing staff warrant board support and involvement.  In older, larger and more mature organizations, board size may actually decrease if the board is disconnected from management or if director responsibilities do not include such things as fund raising, advocacy, or event sponsorship. Depending on the age, size, philosophy of governance and scope of duties, therefore, the size of the nonprofit board may vary. 

Generally speaking, however, over the past decade we have seen a general decrease in the average size of nonprofit boards. According to a BoardSource survey from 2017, the average size today is sixteen and the median size is fifteen. With this in mind, one might rightly ask, “Is there an optimum size?” for nonprofit boards that reflects best practice? The quick answer is “no.” The size depends on its needs. However, “it is difficult to imagine that a board with fewer than five members is able to incorporate all the desired qualities and capacity or that an exceptionally large board is able to engage every member in a constructive manner. Regardless of size, all board members must be engaged, as all are equally liable for the organization.” 1

So, what does the CEO have to say about the size of the board? How can the CEO influence board decisions about whether it should grow or decrease in size? In my view, a continuous discussion between the CEO and the board chairman and his or her executive committee can focus on board function as the determiner of ideal board size. In other words, the size of the board should never be an end in itself. As pointed out by BoardSource, the size is determined by the function and should land somewhere between the minimum number of board members required to provide the needed depth and breadth of “qualities and capacity” and the maximum number that could still ensure engagement by every member.

Three quick examples can illustrate the point. In the first case, a small nonprofit veterans support agency experienced a crisis in both leadership and governance. A new executive director and the three remaining board members worked to stabilize and then build a new organization around an expanded mission, revised bylaws and a new operations and policy manual. The optimum number of directors for the agency was determined to be nine, but both board and executive director were reluctant to add six new board members all at once. The board is currently at six, including the CEO, with the realization that additional talent is needed to ensure continuity of stable governance and to manage inevitable turnover due to term limits.

The other example is that of a private liberal arts college. For years, the number of board members stood at 25. However, a new president, determined to actively engage more potential major donors, gradually upped the number of board members to over 30. While this may have had a beneficial effect from the philanthropic standpoint, a frequent complaint heard among regents is that they have no voice at the table. This was especially true among younger regents who weren’t the financial heavy hitters that some of the large donors were. In this case, influence came with a dollar sign and engagement varied greatly.

The third example comes from a large century-old organization, the board of which I was the chairman. For a variety of reasons, not the least of which was an impending merger, we decided that the current board of 25 directors no longer served the board effectively and that we needed to right-size the board for its anticipated future needs. Through an interview and election process, the board elected from among themselves the 13 directors who would continue on the newly organized board. How it organized itself to do its work will be described below.

So, how large should the board be? While the answer depends on function, it would be safe to say that a board should be just large enough to fulfill its duties efficiently and just small enough to make sure all board members are engaged. From my experience, I believe the optimum lies somewhere between nine and fifteen directors for the large majority of nonprofit organizations.

Frequency of board meetings

Another question that is often asked is “How often should my board meet?” This answer to this question also depends on the function of the board. In a smaller, younger organization in which board members are actively involved in operational and fund-raising activities, or in which cash flow concerns are ongoing, the board may need to meet monthly to perform its responsibilities. In larger, more mature organizations, meeting three or four times per year may be sufficient. In trying to determine the appropriate number of board meetings per year, a number of issues with respect to frequency of meetings should be mentioned. 

First, larger boards which meet three or four times per year usually have a powerful executive committee that meets in between regular board meetings. I’ll discuss the role, size, responsibilities and the CEO’s relationship to the executive committee later. Suffice it to say, there are pros and cons to empowering a small group of individuals to act on behalf of the entire board, even if there are limits to their authority.

Another issue is the length of board meetings. Generally, a smaller board that meets frequently is able to conduct its business in a relatively short period of time. For some organizations with local board members and high engagement, monthly meetings that last an hour or two are ideal. Larger organizations that meet three or four times per year will usually take two or more days at a time to conduct business, including the work of committees. And if large organizations have boards with national representation, travel accommodations, meals and meeting arrangements create logistical and financial challenges for the organization that may limit greater frequency.

A third issue has to do with how the board is structured. I’ll discuss the ideal number of committees a bit later, but for boards that function as a “committee of the whole,” less time is needed to complete the board’s work. Boards that have numerous committees will have to provide sufficient time for them to complete their work. A little over 20 years ago I was elected to the 25 member nonprofit board I mentioned earlier that had nine standing committees. These covered just about every operational aspect of the organization from communication and development to religious life, finance and administration. Two full days were required just for committee meetings. Every board member served on at least three committees. Over time, this board recognized the need to reorganize. Eventually, it decided to downsize from 25 to 13 directors and from nine to three standing committees, including an executive committee. For a 100 year-old organization, this was their ideal.

So, the answer to the question about frequency of board meetings depends on the size and age of the organization, the size of the board, the geographic distribution of directors, expectations and engagement of board members, and the committee structure, if any.

Board Function

For many years, the conventional wisdom was that nonprofit boards were responsible for overseeing the work of the staff which was led by their CEO or executive director and that to do so required them to be fully briefed on all operational aspects of the organization, especially the financial status of the organization. This “fiduciary” responsibility required in-depth reporting from staff as a requirement to fulfill this duty. 

In recent decades, the nonprofit board’s responsibilities have evolved to include strategic thinking and boards were expected to make decisions around the vision and strategic goals needed to fulfill the organization’s mission in the future. Strategic planning became the focal point of board work.

Most recently, however, governance leadership has been expressed in what is called “generative” leadership. It involves the engagement of the “intellectual capital” of the board to help chart the course around trends and issues that potentially affect the board’s functioning and the organization’s future. In a seminal work on generative governance, Richard Chait distinguished among these three board functions:2

Fiduciary Governance leads the board to ask, “What do we have and how do we use it?”  The fiduciary mode fosters accountability and promotes discipline. The work involves facts, figures, financials, and risks.

Strategic Governance leads the board to ask questions about market positioning and market share; about strategic drivers and priorities; about competition and comparative advantage; and about who the key stakeholders are. Strategies are developed by looking at what is going on now, thinking about a desired future, and exploring ways to close the gap between the two.

Generative Governance leads the board to ask the questions that come before the fiduciary and strategic questions such as: Have we framed this issue correctly?  How else might we look at this?  What else should we consider?  Generative thinking can lead to a reconsideration of how the current state may best be understood.

All three of these functions are important and each should receive sufficient time and attention by the board. But how can the CEO lead the board to emphasize strategic and generative thinking and help the board fulfill its fiduciary duty, while diminishing attention on routine operational concerns? I believe the CEO can utilize several strategies to drive the board toward an expanded concept of governance. For example, I built meeting agendas around strategic plan position and goal statements with staff reports focused on goal attainment. Because much of my performance as a CEO was based on the extent to which we accomplished the goals articulated in the strategic plan, I wanted to make sure that the board had sufficient time in every meeting to review our strategic position and where we were headed. Additionally, as I worked with the board chair to set agendas for board meetings, I suggested generative questions for board discussion and allocated sufficient time in the board meeting for discussion. Having an assistant capture the salient points of the conversation gave value to the discussion when reported in meeting minutes. 

Finally, I obtained agreement from the board that operational reports would be sent to the board for background reading between quarterly board meetings. These “briefing books” were rarely discussed at board meetings but provided in-depth information about all aspects of the organization. They also reported out key performance indicators, financial data, and other measures of quality and effectiveness. Abbreviated financial statements and the CEO’s quarterly report were presented simultaneously to our corporate and foundation boards which always met on the same weekend in order to save time, build connection between the boards and allow us to present one consistent message.

For me, how the agenda was structured communicated the relative importance of the three broad areas of board governance. My board chair and I negotiated how much time was going to be allocated to each agenda item and the agenda reflected these times. Having a timed agenda also creates a sense of urgency to get to the heart of an issue and complete the discussion in the time allowed. Operations recommendations and actions were compiled in a consent agenda. Committee reports were limited to action items. Strategy issues were discussed in the context of the strategic plan. Generative issues and board self-assessment discussions were included in the agenda and time was blocked out to make sure everyone had an opportunity to contribute. 

In my experience, board members find the most fulfillment in thinking that they have contributed to the board and to the success of the organization. They are excited to share their professional experiences in ways that benefit the organization and are gratified to believe they have somehow advanced the cause. These feelings come from active participation in meaningful discussion. They do not come from rubber-stamping boring operations reports which require no discussion, present no challenges and serve no purpose other than to validate the work of the staff. I believe it is the CEO’s responsibility to make sure the board is appropriately engaged in meetings. This happens when the meeting agenda is crafted to accomplish these goals. In effect, the agenda “choreographs” the meeting. Boards function best when they know which steps they are taking and when.

Board Committees

While it may be the case that very small boards of small organizations have no need for committees, the typical nonprofit board organizes its work through committees which have defined areas of responsibility. As discussed earlier, traditionally organized boards were commonly structured around operational areas of the organization and committees were constructed around each with a staff member representing the area. This was understandable for organizations which actively engaged board members in the earliest years of existence as a way to make sure services were delivered. In mature organizations, however, such committee structures actually can inhibit boards from making critical strategic decisions by bogging them down in operational details and allowing staff to hide or avoid discussing strategic challenges under a mass of reports.

Since Sarbanes-Oxley, board governance in the nonprofit sector has undergone some fairly radical change. Emphasis on the ethical conduct of the board and staff, monitoring key performance indicators, focusing on how quality is measured, mapping strategies for the future, ensuring quality board functioning and membership, minimizing risk, maximizing compliance – these have become priority activities for boards. How can these be accomplished through nonprofit board committees? And how can the CEO support the board in fulfilling these duties?

In my experience, research into best practice suggests that nonprofit boards should have no more than three standing committees. These three committees include an executive committee and two book-end committees that cover the critical board functions: governance and audit/compliance. I’ll discuss them briefly and describe how the CEO can support their work. Having used this structure to good effect, I recommend that all issues not included in the explicit work of these committees be left to the board as a “committee-of-the-whole.”

The executive committee should meet between board meetings to handle issues on behalf of the board. This makes sure that timely action can be taken on time-sensitive issues. I recognize that there are pros and cons to having an executive committee. In one sense, giving an executive committee authority to act on behalf of the board between board meetings creates a situation in which board leadership if vested in a small minority of the board. This “elite” group may be perceived as the real board and give rise to resentment by other board members. On the other hand, nimbleness and responsiveness to a changing operating environment may necessitate timely action that a few can facilitate. Great sensitivity to these concerns coupled with complete transparency can avoid some of the shortcomings of this approach.

My experience as a CEO, however, underscores what I believe to be the real value of the executive committee. My executive group consisted of the four officers of the corporation. They were veteran board members who I used for “advice and counsel.” They were my sounding board and my confidants. In my organization, the secretary of the board chaired the governance committee and the treasurer chaired the audit committee, thus ensuring connectedness to board committees. This small committee could be convened at a moment’s notice, even by teleconference. The value of the advice I received, coupled with their concern for my well-being at different points in time, could never be measured. Because they were also responsible for my performance review, I believed that it was critically important that they knew what I was facing in my leadership role. 

The executive committee was also responsible for advancing the next iteration of the strategic plan to the board, along with its associated budget. So, the work I and the staff did to prepare these proposals for them to consider set the stage for larger board meeting discussions. In this way, I could set the agenda for board discussions and actions.

One of the board’s biggest responsibilities is to make sure that the right people with the right abilities and experiences are elected to the board. Once elected, however, it is the board’s duty to monitor its own performance and the effectiveness of every individual director. I discussed this function in a previous article, “Who’s on the Board?” I believe a governance committee has a wide range of responsibility that begins with annual review of bylaws, policies and procedures for how the board functions. These duties then get reflected in regularly evaluating the talent mix of the board and, through its nominating function, to recommend candidates for election to the board that meet those needs. Orientation and onboarding processes should be reviewed by this committee to make sure new board members are appropriately integrated into the function of the board. Evaluating board performance – both corporately and individually – is also the responsibility of this group. The CEO can provide resources to make sure that consistent procedures are used by the board. Constructing annual schedules with deadlines for completing these functions can help the committee stay focused on those duties which have annual significance.

In the wake of the Enron scandal, much attention was given to boards and the extent to which they ensure ethical practice by the organization. This initially focused on financial accountability but quickly expanded to other areas including human resources, philanthropy and operations. The idea of an audit committee is nothing new. What is new is the expanded role of such a committee to include much more than hiring an accounting firm to conduct the annual financial audit. Today, audit or compliance committees oversee risk assessment and monitor risk mitigation plans and strategies. They ensure the ethical treatment of clients and employees and support a system for receiving complaints. In larger organizations, this usually includes a whistle-blower system that ensures anonymity of complainants and a process for objective review. They make sure that the organization is in compliance with all federal, state and local laws and regulations. They oversee conflict-of-interest policies and procedures and make sure that directors and staff do not act out of self-interest. Briefly stated, the audit committee can be thought of as the conscience of the organization, making sure that it is behaving in all areas appropriately.

A recent post on the Blue Avocado websitesuggested that besides the executive committee, nonprofit boards should have an internal affairs committee, an external affairs committee and a governance committee. The link to the discussion is included below. Let me just say that I disagree with assigning internal operational areas, including those related to finance, human resources, and facilities to a board committee. I further disagree with the idea of assigning external issues such as fundraising, public relations and marketing to an external relations committee. It’s not that the board doesn’t have a legal and fiduciary interest in these matters. It is more the fact that such committees tend to cross the line between governance and management. Unusual operating conditions can be discussed by the board as a whole without diving into the weeds through such a committee structure. Ultimately, the CEO is responsible for managing his or her staff in all these areas and, therefore, is accountable to the board.

Communication

Before I get carried away with the remaining points I plan to make, I’d like to offer some advice on how the work of the board gets communicated, by whom and to which audiences. In my opinion, the communication of board decisions takes place through meeting minutes. These should be publicly available. Therefore, it is imperative that minutes be written in a manner which presents the substance of motions while minimizing the content of discussion. Board secretaries or staff members charged with taking minutes should use an accepted style guide such as that offered by Roberts Rules of Order.

It is natural that some major decisions will be highlighted in organization publications, especially around strategic or capital decisions, but nothing should ever be communicated that would reveal details of the board’s decision beyond what the board decides should be communicated. In this regard, there is often value in discussing with the board how a particular decision will be communicated and who is authorized to speak on behalf of the board.

This is a very important issue. I learned a rule which I have followed rigorously as a CEO, as a board member and as a consultant to CEOs and their boards. The rule is simple: the board exists only when it is in session and ceases to exist the minute it adjourns. No board member, unless otherwise authorized, can act or speak on behalf of the board. This is an important distinction. A board is a corporate entity made up of a group of directors. It functions as a group and not as a collection of individuals. Therefore, deciding who is going to communicate decisions of the board is very important. The CEO should be the point person for this discussion because it will most likely be his or her staff who writes news releases, articles, announcements, minutes and other forms of communication. The CEO is the one person who can best represent the board’s work to the public and is the one person who is accountable to the board. Just as individual board members do not represent the whole board, individual staff members should not communicate anything about board decisions unless authorized by the CEO to do so. So, when it comes to communication of board actions, the CEO is the pivot point between the board, the public and the staff.

Meeting Agendas

Board meetings follow a prepared agenda. In my experience, the agenda should be prepared by the CEO in consultation with the Board Chairman. I eventually went a step further and reviewed the agenda for the upcoming board meeting with the executive committee. This allowed for discussion around strategic issues, upcoming decisions, budget adjustments and any other matters that would require board approval. We also discussed larger issues and the generative question I proposed that was intended to engage the board in a deep and relevant discussion around critical issues.

As mentioned earlier, board agendas should be timed to reflect the importance of reports and topics, but also to keep the board focused on the work at hand. An old mentor of mine used to say, “Work expands to fill the time allotted to it.” Open-ended agenda topics are a sure way to run out of time at the end of a meeting. I found that if a meeting had a scheduled ending time, board members would be much more mindful of how the discussion was proceeding toward a decision and would work to expedite discussion without unduly curtailing anyone’s right to speak. Exceeding the scheduled time for adjournment would require a motion to continue.

I found that it also helped to state the nature of the decision in the agenda and to describe the hoped-for deliverable. For example, an agenda item might read: “The Board will discuss the recommendation of the Governance Committee to amend the policy related to spouse travel to board meetings.”  The proposal would have been distributed for reading earlier. Discussions tended to be brief and to the point and a vote on the motion from the committee was forthcoming in a timely manner. In contrast, you can imagine what might follow if an agenda item read: “Spouse travel to board meetings.” If the topic was introduced in an oral report from the committee with no time to prepare – well, you can imagine.  

Should the CEO be a voting member?

Finally, I’d like to touch on a question that I’m often asked about whether or not the CEO should be a voting member of his or her board. Opinions on this subject vary across the literature and other consultants have weighed in on both sides of the issue. I’ll give you my own experience and opinion.

I was not a voting member of the organization of which I was the CEO, nor did I ever desire to be a voting member. Let’s go back to the overarching question I posed for this series of articles: “Who’s the Boss?” For me the simple fact that I was employed by the board meant that I was not a peer to the other directors. There was a power differential and I had no desire to pretend that I was “one of the gang.” That is not to say that I had no influence with the board. The whole point of this series of articles is to emphasize the powerful role the CEO can and should play with his or her board to support, encourage and even direct them in their work. 

I felt that my position as CEO automatically gave me all the “bully pulpit” I needed to communicate, persuade, recommend, advance, push, cajole, demand, advise, suggest – well, you can supply whichever verbs are appropriate for your situation. As you can tell from what I’ve written so far, I feel strongly about what executive leadership should consist of and how it should be expressed toward the board.

Some will say that they have to have a voice at the table and the prospect of casting a deciding vote in the case of a tie is important. My response is that if it has come down to that, the CEO has not done an effective job of educating or persuading the board on the best course of action. In fact, I would go so far as to say that demanding a vote on the board sends two wrong messages to the board. First, it says that the board can’t be trusted to make the right decisions. Second, it communicates insecurity on the part of the CEO. The fact that the CEO must recuse himself or herself from discussions dealing with CEO compensation or performance diminishes the role they play. Boards can go into executive session whenever they wish to handle such matters without having to “take away” the CEO’s vote.

Conclusion

Boards can organize themselves in many different ways. Nonprofit boards come in all sizes and shapes and with their own cultures and processes for getting their work done. While age, size and scope of responsibility may vary, there are a number of commonly accepted “best” practices that should be observed in all boards. Beginning with the performance of their legal duties and extending to the practical matters of budgeting and planning, nonprofit boards are key stakeholders for the organization. The CEO must, therefore, learn how to influence the board in ways that maximize support for the organization and its mission. This means becoming adept at working through the structures of board organization.

References and Resources

1  BoardSource.Leading with Intent:  The 2017 National Index of Nonprofit Practices. https://leadingwithintent.org/wp-content/uploads/2017/09/LWI2017.pdf

2  Chait, R., Ryan, W. & Taylor, B. (2005) Governance as Leadership: Reframing the Work of Nonprofit     Boards.

3  https://blueavocado.org/board-of-directors/boards-should-only-have-three-committees/