FundClass Archives:

Board Development

Edited Digest of FundClass Topic #34, October 2002

Our expert, Charlie Shain, is facilitating our topic on just what makes a Board of Directors effective. If you are struggling with Board issues or would just like to tweak your Board to be as effective as possible, this class is for you!

We are pleased to welcome our facilitator, Charles Shain who will lead our topic on Board Development. Charles is the founder and President of the Shain Group, a consulting firm based in Chattanooga with emphasis on fundraising and strategic planning.

Mr. Shain brings to us a wealth of experience working with many, many Boards from all types of NPO's - from small one-person shops to multi-million dollar organizations! We are indeed fortunate to have his wisdom and advice on our behalf.

Please help me welcome our facilitator with your active participation. Have a great class!

Board Questions

D. Thomas

Welcome Mr. Shain.  Our organization is at a point of needing to recruit new board members that are willing to actually work.  Can you help me with effective ways of selecting and keeping board members motivated?

Lisa

Dear Mr. Shain,
I am hoping that you can assist my small animal rescue organization decide what "type" of people to place on our Board of Directors. The "original" Board was appointed by one of our "ex" directors and was incapable of doing the work we needed. They have since resigned and we are now working with just a few folks who have offered to be an advisory board, temporarily, (business people and other animal lovers) until we can restructure the organization properly.

We are a small rescue, breed specific with no physical shelter. I cannot even give you an estimation of our budget because the "ex" director was someone who was very protective of "her" responsibilities which we found out once she resigned was because she was not keeping our books AT ALL! We need a board who is capable of making tough decisions if an animal in our care becomes terminally ill or is suffering and medical intervention cannot ease the pain, euthanasia is only permitted if one or both of those criteria is met. They must also be willing to help us develop a workable, realistic budget and do some serious fundraising.  What would you suggest? Any and ALL assistance is greatly appreciated!

Thanks so much for taking this class on!

L. Meeker

Our board members have always been willing "doers" but we have
historically had a difficult time encouraging them to be a board that "gives" as well.  Suggestions?

Charley

A friendly orientation to the board's responsibilities and organization's needs sometimes works. Have a retreat at someone's house at a convenient time.

But there are some people who cannot ask for money and may bring other values to the table. You, with the board leadership, have to decide their worth.

Make sure you have an orientation with all new members and let them know what is expected of them before they come on board.

David

Have you tried recruiting board members on Board Net,
http://www.boardnetusa.org?  Has anyone?  Does it work?

Do you have a written Board Member Responsibility policy?  I would suggest one that clearly defines a "give or get or git" policy where the board member either gives a specific amount, gets the money from friends, etc., or is forced off the board.

Has your board watched the Hugh Downs video on board responsibility from The Center for Nonprofit Boards?  It is excellent and really motivates board members.

Jenny

Our Executive Director makes a personal appeal to the Board at a Board meeting when we notice board member giving slipping. He emphasizes the importance of 100% participation by board members regardless of gift size and how important that is in approaching other funding sources to be able to say we have this.

Charlie

This is very important. Board members must give first no matter what level as long as it’s significant for them. This makes asking easier for the board and gives them ownership needed to make an ask.

Deni

In response to a couple of questions...I've worked with a number of different kinds of boards (size, mission, effectiveness, SES, etc.) There are a couple of things I think are important:

Recruiting- I've always championed the idea that every potential board member should meet with a board development committee (at least one staff and one board member), be given a packet of info about the organization, which clearly explains expectations of board members. That meeting should be a mutual interview. "Why do you want to be on this board?" (from the organization) and "What are your challenges?" (from the potential board member) would be excellent questions... Potential board members should know what's going to be expected of them, and the agency should know what it can expect. If these expectations are clearly expressed, I believe the issue of board effectiveness, commitment and contribution are more likely to be resolved.

Giving- This is one area addressed above that should be absolutely clear.  I believe every board member should make a personal financial contribution, even if it's minimal. It's effective in grant apps for the organization to honestly state that 100% of the board makes a donation.  Beyond, that the organization can set guidelines on thresholds ("give or get $X") if it chooses to.  The important thing, again, is to be clear and upfront.

Carlos

I have not worked with boards in the past but since am working towards founding a NPO. The issue of board development is central to my plans.

I think of strategically recruiting board members. Say for example, approach top media managers, managers of two or more big business corporations, reputable persons, celebrities etc. For the media guy, publicity becomes 'easy', big corporations managers will help advocate the cause of my NPO to their staff thus funding and support. A university (marketing dept) lecturer so that students can come for internship/practicals and for volunteers recruitment. What is your advice/insight on this?

I strongly agree with Jenny, but don't you think if you push members to giving they will slowly and quietly run away.

I also agree that their responsibilities should be clearly stated. Now suppose a board does not deliver, are you going to nullify or sack them and look for other folks?

I would like to know…

Someone mentioned about board development policy. What are these policies?

How many members should make up a board?

What are the general requirements of board members?

What are the responsibilities/duties of board members?

How frequent do these important folks meet?

What incentives/motivation/inspiration/rewards do you give to effective members?

Mary

Carlos,
The reasoning behind board members giving a personal donation is
personal investment.  They should be models.  That said, I have not been involved with a single non-profit where at least one board member didn't make a stink about donating.  Generally they are tolerated because they give a lot in other ways.  But so do the others.

Boards I've served on had from 12-21 members meeting once a month.  I was on another board that met every three months.  This works for organizations with a lot of stability.  Usually boards of new organizations not only perform board work but have their hands in other aspects of the organization -- not ideal but often necessary.

The board members I've enjoyed most are either quiet and wise, or doers with follow through.  A good board has a mixture of constituencies and talents -- business, finance, fundraising, law, and areas related to your mission.

When I serve on a board, what keeps me going are basically three things -- one, appreciation.  Two, working with others who share my passion.  Three, having others do their part and follow through. There's nothing more frustrating then going to a board meeting having done what I said I'd do and finding others forgot or didn't make the time.

Carlos

Dear Mary,
Thank you very much for your reply. It’s a great insight. I have approached several folks who are willing to become board members.
Mr. Shain mentioned about profile of board members. What about it?

Tom

“Now suppose a board does not deliver, are you going to nullify or sack them and look for other folks?”

I'd like to ask how you go about doing that?  Let me tell you a story about "a guy I know".

In this fictional situation, a new nonprofit was organized a year ago to pursue federal funding for a project that was designed to help people with disabilities achieve independence.  A new board was organized to meet the requirements of the grant (51% of the board have to be people with disabilities).  The new board chairman, a popular local disability activist, immediately began stacking the board with people with a particular disability (his) and driving out every other board member who opposed him. He violates his own by-laws (which he wrote himself and in them made himself board chairman for life).  The original nine member board has seen 4 of the original members quit in the past month, 3 new board members have been appointed by the board chair in clear violation of the by-laws and the director was fired outright in a manner that violated policies and procedures.  After a state agency that sponsors organizations like this one, suggested board training, a nationally recognized board trainer was hired. At the end of the training, the board chairman told the other board members that the trainer "didn't know what he was talking about" and to ignore "all that".

The board chair also is chairman of another nonprofit disability group. Currently 7 of the 8 remaining board members belong to that group or sit on its board.  In addition, the disability group owns the building the nonprofit is leasing and is building equity for the group from the nonprofit's lease payments.  The ex-director is preparing a lawsuit against the agency.  The organization's original founder, who had been working as a semi-paid development officer for the agency, packed up his things and left the agency in frustration.

Okay, given you have a board chairman who is doing things in clear violation of the agency's by-laws, has placed two agencies in a serious conflict of interest regarding finances, has placed every other board member in jeopardy of a lawsuit and is suspected of altering financial records and removing personnel records from the building.

Obviously, you need for him to step down to save the agency.  The board chairman will never do this.  He'd rather see the agency closed down than go on without him at the helm.  Everyone suspects he is profiting under the table from the lease deal, but no one can prove it!

Where do the good guys go from here to save the agency and remove board members who are illegally appointed and/or doing things that are in violation of agency by-laws?  The board chairman ignores and squashes any motion he disagrees with, makes up procedures to support what he is doing and then tells the others they are in Roberts Rules of Order.  When a board member challenged him from Roberts Rules itself, he stated, "We don't have to do that if we don't want to."   His "posse" of appointed board members refuses to challenge him.

So where do the fictional staffers and supporters go for help when they've got a good agency, a good staff, a couple of good board members left and the board of directors is out of control?

It's easy to talk about getting rid of bad board members, but it's easier said than done when the board members have a financial interest in holding their seats.

Board Development 2

Charlie

Last week we talked a little bit about board composition and the 4W's: Wisdom, Wealth, Workers and Worriers. It was important to have the right mix and that the 4th W, also a pain, kept you on track as an institution. An example was chasing money (a potential lucrative programming grant) for the wrong reason or not pertinent to the long-range plan.

We also discussed the committee system and its importance. This system should permeate all that your board does.

The committees' ripple effect creates a synergy that helps prevent burnout of valuable members.

No matter how long the board has been functioning, I have witnessed the dreaded board member who brings havoc upon the board. The younger the board the more deadly this person can be especially with a new director. They bring or have created an agenda to the table that is not constructive. Often the "founder (s)" of the organization will not let go and retard organizational growth. I have heard this complaint numerous times at conferences. What do you do? What if this person has a lot of wealth and influence? You are paid staff with your future employment at stake. You need to persuade of this person(s) that the new ways are necessary or isolate this person(s) from unilaterally controlling the board. How do you mend a divided board? Here is where a committee system & by-laws can come to the rescue. Make sure you have board policy and committees in your by laws. For instance a member can only serve on 2 committees at one time (this includes Executive).

What do you do with past presidents who won't go away and stay and stay on the board? When putting together a new board or new by laws NEVER, NEVER permit expediency to become a factor in forming the new entity. Have rotation in place at the start and you will never have this problem no matter how well meaning the person may be.

Is your nominating committee searching outside your sphere of colleagues and friends for new blood? Do you have a three-year plan in place for nominations and the profile of board that you need?

Let's see what you think or tell us your war stories and how you solved these problems or what help you need.

Charlie

Carlos:
Welcome to the class. You have many questions that will take some time to answer them fully but here is a start.

  • First, good luck with the new venture. A word of caution: A NPO with a board is a public trust. Avoid the word "my" when referring to it. Board Development policy has some universal tenets that have evolved from years of successful practice. They include: by laws determined by the founders and are reviewed periodically, a funding policy supported by board members - here an orientation is a must for new or prospective board members, a committee system designed to allocate responsibilities fairly, and more.
  • The committees, when working in harmony as they are designed to be keep the board on the track and out of the ditch.
  • As many members should be on the board to get the job done. It should not be so cumbersome to create quorum issues or to carry deadwood.
  • What are the general requirements of a board member? Great question!
Let's open that up to the class! That's enough for now to chew on. More later.