Reflections from Ned

Board Orientation: Why and How

How do you bring a new board member “on board”? Much of the time I hear from board members that they got a deluge of information in the form of a big notebook, or a link to an online file repository (think Google docs or other online platform) before their first meeting. Minutes, past agendas, policies, bylaws, financial statements, budgets, some program information — it is often an overload of incomprehensible, disconnected documents.

If a live conversation does take place between the time the “newby” is voted on and their first board meeting, it is often a one-on-one discussion with the executive director, with no current board members present. The new board member will learn a lot from that meeting, often about programs, facilities, and other means of mission delivery. We rightfully want the new board member to be exposed to the work of the organization so they can govern appropriately…but where do they get exposed to the concept of “governance”? How are they supposed to connect all those disconnected documents to the vibrant work of the organization? How are they brought into the culture of the board, and how are their expectations managed?

The best way, in my experience, is to have a “live” in-person meeting with board members presenting parts of the information – the parts that relate to the governing and leadership roles of the board. Have the treasurer talk about the financials and the budget, and let the secretary talk about how records are kept and what’s important in the minutes and bylaws. Help new, potentially overwhelmed board members navigate the piles of documents (hard copy or virtual) and connect to the annual cycle of the board (when do we start talking about the budget? When do we review the bylaws?).

Most importantly in my view: have someone from the board — preferably the chair/president or Governance Committee chair — talk about how the board makes decisions; handles debate and disagreements; deals with conflicts of interest; and evaluates the Executive Director among other important topics. Do you have fun at meetings, or is it more business-like? Are we in and out in an hour with little discussion, or do we have longer meetings? Do we have board planning retreats, and what happens when we do?

We would never (I hope) sit down a new employee with a big stack of policy and procedure manuals and a computer and say “good luck, we’ll talk in a month.” Why would we do that to a volunteer dedicating their time to a cause they believe in, by serving on the board?

This kind of orientation process goes a long way toward transmitting culture. Those of you who have heard me address governance before know one of my favorite sayings: The Board manages the Board. 

For a free, customizable board orientation agenda, email Ned at ned (at) nedcooney.com with the subject line “Orientation Agenda”.

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Tips for Executive Performance Review
Keep these tips in mind when approaching the task of evaluation of an executive director by a board of directors.

Do:

  • Recognize reviewing the Executive as a key board governance responsibility, so own it
  • Be aware of legal parameters of Montana – VERY employee friendly
  • Have Executive do a self-evaluation that mirrors the one the board will do
  • Treat it as an opportunity for growth and development
  • Conduct annually and synchronize with budgeting process (if raises are possible)
  • Document concerns and areas for correction (if you let that person go later, and no concerns were raised in the written evaluation, you are lacking backup)
  • Tie back to attainment of key indicators, strategic goals and objectives (the parts they can control/influence)
  • Focus on WHAT got accomplished, with feedback about their personal behaviors that support success (or don’t)
  • Utilize the job description and planning documents as frameworks to evaluate performance
  • Consider carefully the use of input processes from staff – parameters must be clear and not an opportunity for “payback”
  • Use as one element in considering the compensation package
  • Hear what the Executive needs from the board to be more successful
  • Balance accountability with support and trust
  • Get feedback from all board members and meet in executive (closed) session to discuss and reach consensus
  • Manage process through a committee or sub-group (usually Executive Committee)
  • Present in person a written document with a place to comment and sign
  • Have two people talk through the document with the Executive (chair/president and their incoming successor is ideal)

Don’t:

  • Make it adversarial or political
  • Rely only on average scores; give qualitative feedback too
  • Wait till the annual review to give important feedback – call concerns out to the chair or executive, as appropriate
  • Focus on process of day-to-day management – look at results in the big picture

 

The Charismatic Executive and the check-and-balance role of the board of directors (September 2017)

In my last post, I shared one of my favorite sayings about governance: “The Board is the antidote for unchecked, charismatic executive authority”.  To me, that means that part of the role of the board is to help craft, and even temper, the visionary ideas of the executive director (or CEO, or other title) in the best interests of the organization. And to say no when those ideas don’t serve those interests.

The importance of exploring this idea was reinforced recently when a colleague shared an advertisement for a new book about the role of boards in the nonprofit sector (I won’t dignify it with a plug here).  According to this book, we need to blow up the current nonprofit board model and replace it with an executive-centric approach where the board is recruited by the executive (red flag #1) to give advice and “accountability” to support the vision of the executive, not the board (red flag #2). Further, we should adopt the corporate model of paying board members to participate in meetings – up to $1,000 a day for in-person meetings (sign me up, but hold red flag #3 for me).  What would that do to most nonprofit budgets, setting aside the PR nightmares paying board members might invite? Most concerning is the idea promoted in this book that it’s the executive who is responsible for the vision and major decisions, and the board should act as trusted advisors who are in place to satisfy IRS compliance requirements (I’ve run out of flags). Just hire a “strong, visionary” staff leader and cut them loose! What could possibly go wrong?

No one person can see all the down sides and benefits of any new idea, and it’s important to consider the fit with mission, culture, relationships and risk tolerance, among other questions. An enthusiastic, forward thinking executive can grow an organization through program development, building funding relationships, or creative marketing efforts…but such new directions can put the organization at risk.  We all have “blind spots” and need to be sensitized to the way others may see the risks we take.

During my time as an Executive Director, I brought program ideas and new strategic partnerships to the board. Many times, the board embraced the proposal, asked hard questions and made me do my homework, resulting in a stronger direction than if I had been the sole decision maker. Other times, my ideas were not accepted — through strong deliberation, embedded in the values of the organization and considering our place in the community, the board rejected my proposal.

The best illustration of this was a proposal I brought forward to explore a new program. Through our Alternative Sentencing Program, the organization I served helped people make restitution through community service and avoid jail time or large fines. Because of our good reputation and relationships, our partners in the Probation Department wanted us to develop a urine-testing program to help with monitoring their clients. I saw a potential new source of revenue, and the opportunity to meet the needs of a critical partner in our work (the Probation Department). After considering the proposal and the potential revenue, the board of directors voted to not go forward with the program, because it would put us in a different role than we were in — more punitive, with the possibility of sending people back to jail if they failed their test.  The board “checked” my (charismatic? you decide) executive authority and said no, this was not a fit with our relationships in the community, culture, or desired role with the people we helped.  Setting aside jokes about “new streams of revenue” and such, the board made a good decision.

Had I been left to make the decision myself, I might have reached the same conclusion eventually…or might have pursued this new direction that, with hindsight, would not have been good for the organization. The board did what it was supposed to do — govern, set the vision, and look out for the best interests of the organization we served together.

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Is the board governing? (June 2017)

We often talk about Board Governance…I say governing should be the central focus of every board, but what does it mean to “govern” an organization? How is that different from “running” or “managing” an organization?

First, let’s dispel one common misconception — the difference between a “working board” and a “policy/governing board”. I believe this is a false, even harmful, dichotomy. EVERY BOARD MUST BE A GOVERNING BOARD! Without a volunteer body which is truly in charge, exercising the last call on every important decision (or delegating with accountability), you don’t have a truly functional nonprofit. No matter what staff or program volunteers do, the board can never relinquish ultimate responsibility for the actions of the organization – this is the essence of the duties of care, loyalty and obedience.

If the board sees itself in one of the following ways, to the exclusion or ignorance of governance, the board may not be living up to its full responsibility:

  1. A “working board” – this usually means people do a lot of tasks outside the board meetings, like putting on fundraising events or helping with programs. But, is the board a group of people consciously exercising governance together, or is it a team of volunteers who occasionally come together?
  2. A “support group” for the Executive Director – this can happen with a long-serving Executive who is perceived as respected and effective. The board sees its role as mostly providing whatever that person needs to succeed, instead of ensuring accountability on the part of that person to the larger purposes of the organization and to applicable laws and regulations.
  3. A “rubber stamp” board – sometimes this occurs in larger, more complex organizations where the board may not be engaged enough to know whether the staff is pointed in the best direction for the organization, so policies and motions that come from staff are passed without much dissent or even questions from the board.
  4. A “board in name only” – the Executive exerts so much control over big decisions and board recruitment, effectively disempowering the board from any ability to ensure accountability in the best interests of the organization and the people it serves.

My favorite platitude about governance is this: “The Board is the antidote for unchecked, charismatic executive authority”. What does that mean? How can you help the board you serve on avoid the common mistakes above? More on that from me next time — watch this space! But in the meantime, start with the Montana Nonprofit Association’s Principles and Practices section on Governance to ensure you are doing the basics to ensure effective governance here: http://www.mtnonprofit.org/Governaceandleadership/