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Board It Up! ~ pt. 1: Not-for-profit BoDs

June 13, 2017

I’m currently involved with two different types of board of directors, and as I work through the meetings and gain more experience, I’m finding that there’s great differences between the two and how they function.

I’ll begin with the not-for-profit one I’m involved in, which for purposes of this post I’ll keep unnamed, because that’s beside the point. If you’re really curious, just peruse my profile. It’s a not-for-profit professional organization for an industry related primarily to publishing.

Serving this organization on this board, I am in a fiduciary role….in that as a member of this board, I’m trusted by the membership of the larger organization to make decisions on their behalf. This is a legal obligation I agreed to when I ran for the position and my 3-year term began.

I’ll list a few points to cover a few essential fundamentals in order for a not-for-profit board of directors of this nature to work properly, and avoid dysfunction. Certainly there’s more to it than this; bylaws, rules & guidelines, and other documents that guide BoDs.

In a not-for-profit BoD, the following fundamental variables are critical to function properly:

  1. Having the best interests of the organization in mind. It sounds simple, doesn’t it, but what exactly do we mean by this? Let me put it this way: if you’re joining a professional nonprofit board simply to forward your own business interests, then a BOD is probably not for you. Frankly, I wouldn’t even bother because ultimately you’re more than likely going to hurt the organization instead of helping it, because you’re not driven with the best interests of the org in mind. Board business is not all about skipping through the land of milk and honey. It involves the commitment of time and a willingness to tackle the harder issues. Board members who join BODs for nothing beyond that of business interests and personal gain are more than likely not vested in the mission of the org….which means they’re often not willing to place the time and effort in analysis and discussion about improvements and matters involving more complexity….which then means changes and improvements most likely won’t take place — especially when the organization needs them most. This doesn’t mean they’re bad individuals, but it points to the question of makeup and whether a person is a good fit for a BoD.
  2. Diverse backgrounds. Diversity of experience on a BoD can only benefit the organization. The numbers person….the critical thinker….the analyzer….the decisive Type A. Engineers. Writers. Detail-oriented types. Big picture thinkers. You get the idea: diversify! This will also help to fill your committees, make them effective, and help to develop organizational leaders.
  3. Listening. When directors listen to their membership, in addition to other board members, something starts to take place….it becomes a culture of not only respecting differing opinions, but embracing them. You probably see where we’re going here….we began with #1 and built up to #2, and those two help for #3 to thrive. This goes back to what is best for the organization. Unfortunately, even when presented in a diplomatic fashion, some choose to see a differing view as obstructionist — choosing instead to focus on “THAT difficult individual” rather than the content of their view — which in many cases, when one decides to cut to the chase and see it for what it is, carries substance and validity. In a healthy culture embracing differing opinions, the board room becomes a constructive work party of sorts; where an open exchange of ideas are floated and directors help to improve on them by poking holes or reshaping them. In a constructive setting where this is embraced, ideas become stronger, and as a result reinforce agenda items when it comes to a vote. To the contrary, over time a tone-deaf board will find itself on a sinking ship.
  4. Transparency. Board members must have access to ALL information pertaining to the functionality of the organization: by-laws, rules, finances & expenditures, committee reports, vendor contracts, insurance policies, and any documentation under the umbrella of the organization. How can a board member function and make informed decisions if they don’t have access to such information? The fact is that you can’t. Common sense would suggest this goes without saying, but you might be surprised at how some BoDs need to be reminded of this. For me in how I work and make decisions, I’ve decided that my standard operating procedure with transparency is this: when I don’t see it happening, I’ll say something and shine a light on it….and if the board is rendering a vote on a matter in which I believe transparency is not taking place, I will typically vote an abstention — which is technically neither a yay or nay. Think about it….how can one vote with their conscience if they don’t have all the information in front of them? Maybe some directors can, but I cannot. Moreover, the issue of transparency and a director’s voting record gets into the meat and bones of fiduciary roles and liability, but that’s going down an entirely different rabbit hole.
  5. Neutrality — to a point. In my opinion, this is the guiding light for any board member to follow when they’re contemplating a matter. I believe it is important, when operating as a board member, to inhabit a neutral position — or in other words, make every effort to reserve judgment. Of course this neutral stance ends when facts point to particular outcomes, or it comes time to vote on a matter….so I’d say maintaining neutrality “on the journey” to collecting facts and arriving at a decision is probably the best way to think about it.

Worth mentioning: get an experienced Executive Director with credentials. The spinal cord for your organization, and the most critical hiring decision made by the Board, involves your ED. The ED is typically an ex officio board member, meaning that they’re part of the board by virtue of their position, but carry no voting power….so when the org changes EDs, that ex officio role turns over to whomever is the next ED. In the U.S. experienced EDs typically carry a CAE (Certified Association Executive) credential, and this helps to minimize the “buyer beware” factor for which many organizations find themselves in trouble. Here’s more on the details surrounding CAE credentials. Canada also has its own credential certification process, which is also found at that link.

Again, these are just a few fundamentals for BoDs to operate. Here’s a list of additional resources that help define not-for-profit board director roles, responsibilities and expectations — most of which is derived from Robert C. Harris, CAE:

More information and resources may be found at The Nonprofit Center. Like I mentioned earlier, not all BoDs are the same, carry different numbers of directors, and in the end are governed by their bylaws — essentially the constitution of the organization.

Feel free to share any of your experiences with not-for-profit BoDs.

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