Stephen Bennett writes from the perspective of a Board member about some of the best practices and tools organizations have to engage with and support their Board members.
Most of us are honored and flattered to be asked to serve on the Board of a mission-driven organization benefiting important causes in our communities and issues we care about. We say “yes” because we want to have an impact and be part of such an effort. Often, we look forward to getting to know other Board members and being seen as leaders. It increases our commitment to the vision and mission of the organization.
But too often it is not clear what role we will have, we are not provided enough information to understand how the organization really works, and don’t realize how quickly we can be consumed in the work of governance, financial scrutiny and accountability and board politics.
Best Practices for the Board Members – Organization Dynamic
Due diligence: As a Board member we have a legal fiduciary and fidelity responsibility. We, not the CEO or staff, are the owners of the organization — in a public trust. Potential board members should be provided with a packet of information including current 990 tax filings, current financials, articles of incorporation and bylaws, and a compliance plan. Transparency about the good and bad is very important for a positive experience and essential from a legal point of view. Both the organization and prospective Board member should make sure this type of due diligence is made available.
Clarity of roles and expectations: In addition to the oversight role arising from fiduciary and fidelity responsibilities, the other key roles of Board members are to set the strategy and the hiring and firing of an Executive Director/CEO. Some organizations go so far as to create specific job descriptions and even some form of contract for Board members. While this may be a little too much, it is always helpful to get clarity of role and commitment around Board members’ roles and responsibilities.
There are basics like: how many hours will a Board member be committing; what committees might they serve on; and what are the requirements regarding attendance. Additionally, it is helpful for the Board member to be told why they are being asked to serve on the Board and discuss it with them. This can be about raising money, building networks, playing a role in representing a specific segment in the community or governance experience.
Board members also need to have a clear understanding on organizational policies such as conflict of interest, sexual harassment and non-discrimination. Commitment to equity should be included in the first steps of recruiting and on-boarding a new Board member. For some, these are just words, and the non-discrimination policy checks that box. However, checking a box does not accomplish what is needed. Board members should understand equity as it applies to health, justice, race, and all forms of inequity and discrimination.
Board meetings: Board meetings are the key activity of most Boards. The experience that Boards members have at and around Board meetings typically sets the tone for their participation. Board meetings can be dreadful affairs when just focused on things like financial shortfalls, committees that have not gotten things done, and staff who just talk at Board members through most of the meetings. Those who have experienced such ineffectual meetings know there are some important ways to make Board meetings valuable for the organization and meaningful for the participants.
Board meetings are serious events where the most important business takes place. This is why minutes must be taken, procedures followed carefully (such as Robert’s Rules of Order), and actions undertaken only when consistent with bylaws and upon full engagement of all Board members. Boards need to consistently demonstrate and document prudent and thoughtful action. When an organization incorporates and receives an IRS determination of tax exemption, these actions are required. Board members need to understand the seriousness of these requirements, and the liability that they expose the organization and themselves when not compliant. When the administrative work is done well, Board members respect the process, their responsibilities, and develop confidence in the organization.
Preparation is key to a success Board meeting. Well-organized meetings are shorter, more productive, create clarity for Board members around the most important issues, and support their appropriate role and role behavior. This is very important to Board members, staff, and the organization. Strong preparation involves:
- A calendar of meetings scheduled a year in advance.
- An agenda created jointly between the CEO/ED and the Board Chair.
- Material provided to board members in advance of the meeting with agenda, reports (especially financial), readings and logistics.
- Committee meetings prior to Board meetings, with reports prepared by committee chairs prepared by staff.
- Packets ready for Board members on arrival, if not before.
Finally, organization leaders need to be clear on what is taken to a board are board issues, not management issues. Otherwise, Boards will engage in managing. This leads to confusion of responsibilities and before long, management will see boards interfering in their work and board members will start second-guessing management. Boards will complain that they have to micromanage. The Board Chair and CEO needs to work together to make sure this does not happen.
Board Source (www.boardsource.com) has great training material available. Specifically training on the legal roles of Boards regarding financial oversight and fidelity is very important.
Transparency and trust go hand-in-hand: One of the worst breakdowns with a Board occurs when trust is broken between individual members or between members and staff, especially the CEO/ED. Before a meeting is over, every CEO should ask themselves if there is anything else that the Board should know. Boards do not like surprises or to feel manipulated. When there is a breach of trust, a CEO will likely lose their jobs.
Spend time on generative conversation that ties members to the mission and engages their thinking. Every Board meeting should feed member’s need to be connected to the cause and solicit their engagement. That is why we join Boards. If meetings are consumed by the mechanics of governance and the business, members begin to lose interest and become frustrated with the work.
Maximizing the Value Board Members Can Bring
The connection between Board members and the CEO and their senior staff can create a very positive culture if carefully planned and boundaries prudently set. Board members should understand the organizational chart and roles and structure. They should be tutored on appropriate behavior and role vis-a vis staff. When anyone get to the edge of those rules, the Board Chair should address the Board member directly. And the same is on the staff side. The staff should behave as a team to encourage and support the Board and not be a backchannel to undermine process, the CEO/ED, or other individuals. On the positive side, a framework of openness and respectful, multiple relationships will build trust and support so all can focus on the forward movement of the organization.
Board members often say they would do more if they knew what to do. They will say to the Board Chair or CEO, “Just let me know what I can do” and nobody does. I have heard CEOs complain about Board members for lack of engagement, not fulfilling responsibilities, not raising the money they were supposed raise and more. If this is a trend, the problem is not the Board member, it is a problem with leadership.
Both staff and Board leadership need to evaluate each Board member’s engagement and satisfaction every 6 months and design a plan to support the member. Show them how to raise money, encourage them to make introductions to people the organization should know, make sure they have the right support in the committees on which they serve.
Equally important, reach out to them on an individual basis. Individual attention can really bring forth all that a Board member can bring to the organization and create motivation and satisfaction. Think about what kind of feeling you want Board members to have with their experience on the Board and at Board meetings.
If organizations thought through the following kinds of outcomes for Board members, it would help raise the level of engagement, support and satisfaction:
- Board members have a voice that is listened to and respected.
- They are part of the team that provides leadership to address the mission and carry a true sense of ownership with the associated pride and responsibilities.
- The team has meaningful impact.
- They feel recognized for their participation and accomplishments.
- They have met people they respect and like and whom will be part of their networks going forward; and
- Their way of thinking, whether linear or non-linear, is accepted and valued.
This Year of Covid-19
This last year has been hard on everyone as most meetings are online. We’ve lost the opportunity of side-bar conversations, getting to know each other better, and having the social benefits of Board participation. Meetings have gotten shorter with more time devoted to staff reporting. We’ve found a real desire by Board members to have some additional down-time together online and, most of all, to be brought into the conversations and asked about their experiences and learnings during this time — things that could be helpful to the organization. We have also seen that nonprofit leaders who have taken the time to reach out to individual Board members and donors get a very positive response.
It is wonderful to be on a great Board. It is also wonderful for organizations and their leaders to have great Boards. Great Boards take time and effort to develop, but in good times and in crisis, it’s worth the effort on both party’s part to continually strive to build and function as a great Board.
Stephen Bennett is Co-Founder and Board chair of Caravanserai Project. Along his professional career in the for profit and nonprofit sector, Stephen served as Executive Director as well as Board member and chair of various committees. Currently, he serves on The California Endowment where he chairs the Finance and Investment Committee, Arcus Foundation where he serves as Treasurer and Save the Chimps chairing the Audit committee.
