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How To Energize and Focus Your Board
- E-Policy Samplers
- CEO as Voting Board Member: Yes or No?
- Emergency Succession Plan
- Electronic Voting by Nonprofit Boards in Virginia
- Governance Committees: Positive Trend on Nonprofit Boards
- Sample Conflict of Interest Policy
- Four Cool Ideas for Recruiting New Board Members
- Looking for Sample Bylaws?
- Orientation: The First Step to Service on a Nonprofit Board
- “Field Facts" for Your Board
- What Does “Ex Officio" Mean?
- The M Word: A Board Member’s Guide to Mergers
- Simple Ways to Recognize Your Board Members
- Eight Quick Ways to Improve Board Meetings
- Advisory Councils: Yes or No?
- More Board Resources
E-Policy Samplers
Nonprofit policies help board and staff leaders advance their organizations, makebetter collective decisions, and guide individual actions and behaviors. BoardSource offers downloadable E-Policy Samplers in a wide range of topic areas to help you create specific policies for your organization. Each E-Policy Sampler includes an introduction to the topic area, key elements, practical tips, suggested resources, sample policies, job descriptions, committee charters, codes of ethics, board member agreements, mission and vision statements, and more. All samples were professionally and legally reviewed.
For as little as $8 you can access a specific E-Policy Sampler immediately for a period of 30 days. Or you may purchase the entire print version, The Nonprofit Policy Sampler, Second Edition, which includes a CD-ROM with more than 241 sample policies in all 48 topic areas.
For a more details and a list of all available policies, visit www.boardsource.org
CEO as Voting Board Member: Yes or No?
While at one time it was considered inappropriate, there is a rising trend among nonprofit boards to give board membership and a vote to the CEO/Executive Director. A recent NCNB/Stanford study shows that 17% of boards include the CEO as a voting member (up from 9% in 1997). Those in favor of this practice assert that it gives CEOs credibility and respect, in particular with for-profit corporations where such arrangements are the standard. They argue that board membership gives CEOs a way to take stands on board matters, and that without a vote CEOs are cast as "second class" board members. On the other hand, opponents claim that having a vote may give the CEO too much power, and disrupts the accountability of the CEO to the board. In fact, most nonprofit CEOs are not even members of the board.
Betsy Rosenblatt of the National Center for Nonprofit Boards offers her thoughts about this issue in the following article from Board Café:
“The tension that comes from the balance of power between the chief executive and the board is often necessary to keep a nonprofit on the right track. Properly defining the roles and responsibilities of each- and promoting accountability between the two-may be challenging, but it's necessary for a healthy nonprofit.
The board hires, fires, and evaluates the chief executive: in effect, the board as a group is the chief executive's supervisor. The board delegates its authority to the chief executive. For that individual to be voting on the board and influencing decisions about his or her role creates a conflict of interest. If the chief executive were able to sway board decisions by voting, the board's independent role in keeping the chief executive on his or her toes is at risk. The board also sets the chief executive's salary, so it clearly doesn't make sense for the CEO to vote on that decision. Yes, the chief executive could recuse himself or herself from that discussion, but for how many other decisions would recusing be appropriate?
As the top staffperson, the chief executive already wields a great deal of power. He or she likely knows better than anyone what goes on in the organization. The chief executive controls much of the flow of information to the board and, for the most part, controls the hiring and firing of staff. A CEO's fear that without a vote, the board holds all the influence and control, is unfounded. In a healthy board-CEO relationship, the CEO gives reports and makes recommendations. A vote shouldn't try to accomplish what a discussion could.
But what about the argument that board membership and a vote are needed for the CEO to be respected both on the board and with outside constituents? If a vote is necessary for a board to demonstrate its respect for its CEO then something else is wrong with the board-staff relationship-and THAT should be addressed. And although nonprofit corporations must be as efficient and organized as for-profit corporations, nonprofits have different stakeholders, different goals and missions, than for- profit businesses do. They must find ways to demonstrate their efficiency and effectiveness to corporations by ways other than imitating their board practices.
In the organization on whose board I serve, the chief executive relies on the thoughtfulness and perspective of the board to guide the organization. In turn, she carries the confidence and ability to make day-to-day decisions and carry out the mission of the organization. She does her job, and we on the board do ours. It works out."
(Source: BOARD CAFÉ, published monthly by CompassPoint Nonprofit Services (formerly the Support Center for Nonprofit Management) and the National Center for Nonprofit Boards. To subscribe to this free e-newsletter, send an e-mail message to boardcafe@compasspoint.org and in the body of the message type SUBSCRIBE BOARD CAFE. )
Emergency Succession Plan
Would your Board and staff know what to do if there was an unexpected leadership change?
What would happen if the Executive Director suddenly gets seriously ill, or decides to resign on very little notice? Having an “Emergency Succession Plan" can help bring order and stability in such a time of turmoil, confusion and stress.
A template to help nonprofits prepare for this type of emergency is now available from The Center for Nonprofit Advancement. It provides simple, clear information and checklists that can easily be adapted to your situation. Download your free copy, and plan to make it the topic of discussion at a Board meeting soon! Go to www.nonprofitadvancement.org and click on the announcement on the home page.
Electronic Voting by Nonprofit Boards in Virginia
Although it has only limited legal implications for nonprofits, this Act is here to stay and needs to be understood by any organization striving for accountability. BoardSource and Independent Sector created a document on the implications of the law for nonprofits, which has recently been updated. It’s worth sharing with both staff and Board members.
Governance Committees: Positive Trend on Nonprofit Boards
by Betsy Rosenblatt
The current trend is for boards to reduce the number of standing committees. But at least one new committee is being created more frequently: a Governance Committee or Board Affairs Committee. The Governance Committee replaces the nominating committee or board development committees, but does more than either. The governance committee serves as the "conscience of the board."
The governance committee examines how the board is functioning, how board members communicate, and whether the board is fulfilling its responsibilities and living up to the objectives and aspirations set for itself and the organization. While all board members should understand the organization's mission and goals, the governance committee must consider them with an eye on the board's responsibility to guide the organization and what is required of the board to best accomplish that. The governance committee must be able to articulate the board's vision for the board and find the board members who can put it into action.
Committee responsibilities can be grouped into distinct categories.
Find, keep, and/or get rid of board members
- Develop board member job descriptions.
- Create a board profile of what skills and expertise the board and the organization need.
- Identify potential board members and maintain information about each candidate.
- Cultivate and recruit new members from beyond the board’s traditional circles.
- With the board chair, help assess and maintain board members' individual commitment, support, and participation in governance duties.
- Observe and nurture potential leaders within the board.
- Evaluate board members' eligibility for re-election.
Educate board members
- Orient new board members to ensure that they have adequate materials and understand their roles and responsibilities.
- Involve board members in "continuing education." The governance committee can update board members (about new programs, legislative action, and so forth) and continue to improve their skills as board members.
- Establish an effective communications network to keep board members apprised of activities through newsletters, board and committee minutes, media reports, phone calls, and thank you notes.
Evaluate the board's performance
- Annually lead the board in its self-assessment and develop recommendations to the board for self-improvement.
- Discuss with the chief executive staff (and perhaps other staff) their views of the board's performance and ways to strengthen the board in both its governing and supporting role.
These particular tasks are only the skeleton of the governance committee's job. The spirit of the committee is to ensure that the board is doing its job and doing it well, and if not, come up with suggestions to remedy that.
(Source: Board Café e-newsletter, March 14, 2003. http://www.boardcafe.org. Betsy Rosenblatt is the Communications Officer at the Eugene and Agnes Meyer Foundation in Washington, DC, and former Editor at BoardSource.)
Sample Conflict of Interest Policy
Three straightforward safeguards can go a long way towards preventing and avoiding conflicts of interest. First, the organization can establish a policy related to conflict of interest, which is signed by all Board members at the time they join the Board and perhaps renewed annually. The statement may be a simple declaration or it may require detailed information about the Board members' financial interests.
Second, establish disclosure as a normal habit of practice. Board members should find it customary for someone to say for example: "This next agenda item relates to joining a collaboration with other mental health agencies that receive county funds. Because I am on the staff of one of the agencies involved, I have a potential conflict of interest and I am going to excuse myself from the room for this discussion." In another situation a Board member might say, "I have started to date the Clinic Director and as a result feel that I must resign from the Board. I would like to continue as a member of the Fundraising Committee, but not as a Board member." Disclosures and excusal from voting should be recorded in the meeting's minutes.
Third, if major purchases are involved, competitive bids should be obtained, to ensure that prices and product are comparable if there will be a financial benefit to a Board member.
Perhaps even more than written policies, Board and staff leadership must establish by example and attitude an atmosphere of personal integrity. Some situations may need only a brief informal comment to maintain that climate. In other situations a decision may be delayed because of the need to ensure that the decision has been made truly in the best interests of the organization. Each of us, by our words and actions every day, contributes towards a culture of integrity and responsibility.
Download Sample policy (44kb, Microsoft Word Doc)
(Source: The Best of the Board Café, available at www.compasspoint.org/bookstore. Related articles available free at www.boardcafe.org)
Four Cool Ideas for Recruiting New Board Members
1. Form a "One-Meeting Nominating Committee." Draw up a list of
twenty well-connected people of the sort you would want on the
board but who you suspect wouldn't join, (but who might know
someone who would be a good board member.) Call those twenty
people and ask them to come to a one- meeting committee over
lunch. Tell them that at the lunch they'll be told more about the
organization and what it's looking for in board members. At the end
of lunch they'll be asked simply for the name of one person they
think would be a good board member. The day after the lunch call
up each of the nominees and begin by explaining who nominated
them.
2. Take out a "Help Wanted - Volunteer Board Member" ad in the neighborhood newsletter or alumni newsletter of a local college. Example: "HELP SOUTH PARK... We're looking for a few talented and conscientious volunteer board members to help us guide our childcare, teen and senior programs into the next century. If you can contribute one evening a month and have skills or contacts in accounting, publicity or special event fundraising, call Sister Mary Margaret at xxx.xxxx to find out more about whether this volunteer opportunity is right for you. We're a..."
3. Ask the executive director or the volunteer coordinator if there are
two or three hands-on volunteers who would make good board
members. Hands-on volunteers, such as support group facilitators, practical life support volunteers, meal preparers, weekend tree-planters,
classroom aides and others bring both demonstrated
commitment AND an intimate knowledge of the organization's
strengths and weaknesses. Volunteers, donors and clients should be
the first place you look. You don't have to "sell" the agency - they
know it already!
4. Pick four local organizations where you don't know anyone, but
you'd like to (examples: NAACP, Japanese American Citizens
League, Accountants for the Public Interest). Tip: Your local Yahoo
site is a good place to look for lists under "Community." Ask each
officer to call one of the four local organizations and ask to have
coffee with the board president or the executive director. Over
coffee suggest that your two organizations recommend "retiring"
board members to each other as a way of establishing
organizational links and strengthening ties among communities.
(Source: Board Café e-newsletter, www.boardcafe.org)
Looking for Sample Bylaws?
The Foundation Center website a listing of sample bylaw documents. This is a very good starting place when developing a new version or revising an old one. Once drafted, have them reviewed by a lawyer who is familiar with nonprofit law.
See a listing of sample bylaws
Read VANNO's bylaws (264kb, pdf)
Orientation: The First Step to Service on a Nonprofit Board
A board orientation is the important first step after the election of new directors. It is important that new directors have a clear understanding of the organization’s mission, values, and programs, as well as the role of the nonprofit board and their specific responsibilities. Without this orientation, the new director will not have a clear understanding of what, when and how decisions need to be made and their role in this work.
It is important that all directors come to board meetings with the same knowledge and expectations. Thus, an effective board orientation program contains two important components: the board manual and the orientation training.
The board manual is a collection of materials that describe the organization. A three-ring binder is recommended so each director can continually add to the contents as new materials become available. The board manual is an important reference tool and board members should be encouraged to bring it to every meeting.
Read an outline of the 10 critical orientation areas and items to include in the manual.
(Source: Nonprofit Strategies Team e- newsletter, March 21, 2006, info@nonprofitstrategies.com)
“Field Facts" for Your Board
A recent study by the internationally known McKinsey consulting firm reports that Board members want more information about the industry that the company is in, rather than more information about the company's operations. This has relevance to nonprofit Boards as well, though we tend to focus almost exclusively on internal management issues rather than learning about what’s happening in other agencies such as ours. Try devoting 5-10 minutes at each Board meeting to share a “Field Fact" – some information related to the business you are in (i.e. community theater, crime prevention, teen pregnancy, etc.). This is an easy way to continuously educate Board members about current trends and realities, keep them engaged, and help them make strategic decisions about your organization’s future.
What Does “Ex Officio" Mean?
Often, chief executives are said to serve as ex officio members of their board, meaning that they attend board meetings “by reason of their office," rather than through elections. Other ex officio members could be government officials who are required to represent the government as part of a major grant provision. These delegates are appointed because of the position they hold and not because they have expressed particular interest in the organization. It is important to expect the same commitment from these delegates as from other board members. There is often a misconception that ex officio board members lack voting rights, but the term has nothing to do with voting. It is important to clarify in the bylaws whether or not ex officio board members may vote.
(Source: BoardSource, November E- newsletter, e-news@boardsource.org)
The M Word: A Board Member’s Guide to Mergers
The M Word provides a road map to a merger's expectations, processes and obstacles. Special sections feature sample resolutions and worksheets, and highlight the key roles executive directors and funders play in a merger. The guide also goes beyond the "M word" to offer advice on how to close down an organization. The guide is $12.00 plus shipping and handling, and is available to order online.
Simple Ways to Recognize Your Board Members
Small gestures of appreciation go a long way to keeping busy Board volunteers feeling motivated and supported. Consider these ideas:
- Provide personalized business cards for them to use when representing your organization. You can create small quantities as needed at low cost by printing on your own computer.
- Give Post-It notes or small note pads imprinted with your logo, phone number and website. Ask a local printer to donate some notepads made from left-over paper from large printing jobs.
- Create an ABCD award (Above and Beyond the Call of Duty). Surprise Board members by presenting this whenever one of them makes a special effort or achieves a significant accomplishment on behalf of the agency.
- Start meetings by inviting Board members to share personal news about what’s going well in their personal or professional lives. Celebrate together!
Source: Adapted from “15 Ways to Motivate and Reward Board Members" by Carol Weisman, Board Member, April/May 2003.
Eight Quick Ways to Improve Board Meetings
1. Name tags (or tent cards) for everyone, every meeting. It helps newcomers to feel welcome, and prevents embarrassing moments for all.
2. Post an acronym chart. Make a poster of frequently used internal and external acronyms and post it on the wall of every meeting. (A paper copy is soon misplaced.)
3. Include an "anticipated action" note for each agenda item. Examples: "Finance Committee report, brief questions and answers, no action needed." Or "Public Policy Committee: vote on organizational statement to city council re zoning changes." This helps everyone stay focused appropriately.
4. Make sure each person says at least one thing at every Board meeting. "Cecilia, you haven't spoken on this issue yet. I'm wondering what you're thinking about it" or "Matt, at the last meeting you made a good point about the finances. Are there financial issues here that we aren't considering?"
5. Do not allow one-way communication from staff. If you have a regular Executive Director's Report on the agenda, or if a staff program manager is giving a briefing, be sure that such presentations request a response or input from the Board. Otherwise, put the information in writing in the Board packet and just ask for any questions.
6. Encourage "dumb" questions, respectful dissent, authentic disagreements. Find a chance to reinforce these actions at every meeting: "Sylvia, I'm glad you asked that question. I didn't know the answer either." "Duane, I appreciate the fact that you disagreed with me in that last discussion. Even though you didn't convince me, your comment helped make the discussion much more valuable."
7. Note to the Board president: When introducing a topic for discussion, refrain from stating your own thoughts and opinions until others have commented. If you jump right in, others may be reluctant to express an alternative viewpoint, or may assume that you've already made the decision and don't really want an open dialogue. Maintaining a "neutral" stance until the conversation has run its course often yields the best decision in the end.
8. Adjourn on time, or agree to stay later. Check in with the group before the end of the meeting if you are not where you expected to be with the agenda. "If we continue this discussion we will have to stay fifteen minutes to handle the last item of business. Can everyone stay that long, or should we end this discussion and move to that last item immediately?"
Source: Adapted from article by Jan Masaoka, Board Cafe e-newsletter, January 2002
Advisory Councils: Yes or No?
Many organizations create an advisory council or committee in addition to the governing Board of directors. Advantages of such a group include:
- Additional group of people to help get work done
- Vehicle for keeping former Board members involved
- Vehicle for involving potential Board members
- May provide very specific expertise
Disadvantages include:
- Additional group of volunteers to recruit, manage and support
- Potential role confusion between the Council and the Board
- Lack of focus over time
Before deciding to establish an advisory group, think through these questions carefully to be sure this is the best course of action:
- What specific need will it address? What value will it add to our organization?
- Will it exist for a specified period of time or be a permanent part of our structure?
- What are the criteria for who serves on the council? What is their term of service?
- What size group will be most effective and manageable?
- Who will be responsible for staffing the council? (communication, recognition, meetings, etc.)
- Who will be in charge of this group - Staff? Chairperson?
- How will the advisory council interact with the governing Board?
- What expenses will we incur to support the council's activity?
- Could this need be addressed by individual "advisors," rather than another group structure?
The concept of an advisory council certainly has the potential to help staff and Board members accomplish important work. However, if it is implemented primarily to "fix" an ailing organization, or is not given sustained support and direction, it will end up as a waste of time for all involved. So heed H.L. Menchken's warning: "For every complicated problem, there is a solution that is simple, elegant...and wrong." ...and proceed with caution.
Resources
BoardSource (www.boardsource.org) increases the effectiveness of nonprofit organizations by strengthening boards of directors through a highly acclaimed consulting practice, publications, tools, and membership program.
Board Café is the electronic newsletter exclusively for members of nonprofit boards of directors. Board Café offers a menu of ideas, information, opinion, news, and resources to help board members give and get the most out of board service. Published by CompassPoint at www.compasspoint.org/.
Nonprofit Boards and Governance Review™ published by Charity Channel at charitychannel.com/enewsletters/nbgr.
BoardNet USA (www.boardnetusa.org) If your Board is seeking new Board members, you can post openings on this free site. And if you're looking for a new Board to join, you can see what organizations in your area might be interested in what you have to offer.
IRS (www.irs.gov/charities/charitable) The Internal Revenue Service site that includes downloadable required forms (under "Filing Requirements"), frequently asked questions about nonprofits and links to the state offices that regulate nonprofits.