Board governance for Nonprofits


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An overview of five ways a board can function

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  • Required by law to incorporate, most states insist on President and secretary too.
    For profit corporations, owners are the shareholders. In not-for-profits, moral owners can be funders, community, recipients, or group of stakeholders.
  • What boards have you served on in the past?
    What other agencies in your community have a board?
  • Time spent on the trivial
    Short-term perspective
    Reactive stance
    Reviewing, rehashing staff work
    Leaky accountability
    Diffused authority.
  • We know how to get a sports team to work as a team
    We do team-building at work to get everyone on the same page
    It’s like we get amnesia when we walk into church
    What are some things you would normally do for team-building?
    Why don’t we do this for governing boards?
  • There is no other model, no competition
    Traditional approach is a collection of practices
  • When have you observed a board governing well?
  • Where do new board members get their idea of what a board is supposed to do?
    I think it’s from television and movies
  • Left is more hands on and the right is more hands off
    Working board: ex launching a new CPC
    Managing board ex: YFC or YL chapter with young director
    Governing board ex: National ministry with 3 meetings a year
    Ratifying board ex: all members are major donors/patronage board
    Failing board ex: members aren’t prepared, disengaged, argumentative, toxic atmosphere in meetings
  • Most boards tend to vacillate back and forth depending on conditions or inclination of various board members.
    How does this resonate with your experience?
  • Politically-based: Acts 23:1-10
    Many voices
    Policy-based: Acts 15:24-29
    One voice
  • This document helps the board to do its work
  • Keep by-laws lean and mean
    Keep policies as general as the board feels comfortable
    Move detailed policies to the SOP manual, which belongs to the staff and does not need board approval
  • “That’s the way we have always done things here”
    “You are going against one of our values as a church”
    “You didn’t know, well it’s sort of an unwritten rule around here”
  • Put one person in charge of final copy
    Distribute revised versions electronically
    Consider posting latest and most up to date on website
    Consider one bound copy in church office for voters access
  • Results, beneficiaries, cost
    How might we craft a global ends policy for a church?
  • Always stated in the negative.
    Organize them by worry buckets. What are some examples?
  • The rest of the staff should be invisible to the board.
  • The Chair rules the board meetings, not the organization.
    I prefer Chair to congregational president for that reason.
  • Start from outside and work in
    The global policy is always your first policy in each section
  • Marks of good policies:
    Mean what they say
    Easily available
  • When you see something or hear of something that another board does, “borrow” the idea.
    Don’t learn the hard way. Rob, pillage, and steal best practices to build a stronger board of directors.
  • Going electronic only is controversial. Some people prefer paper in the meetings. Some do not have the computer skills to find files quickly.
    If you send reports by email, people can print their own copies or bring their laptop.
    Many CEOs include backup information just in case someone asks a question. One board I worked with received a 3-ring binder every meeting.
    Every board member can read the ministry and financial reports before the meeting instead of looking at them during the meeting.
  • Everyone must do their homework for this to work.
    Place all of the reports in a pile and ask if anybody has a question about any of them. Receive the rest in one vote. Then go back and handle the questions or issues on the other reports.
  • Create a dashboard for the organization by including all critical numbers and charts on one side of one sheet of paper.
    Use color and visual display of information.
    Code some measures are green, yellow, and red. Red items invite more intensive board discussion and scrutiny.
    Developing a balanced scorecard is one way to do this.
  • Many think a board should have an executive committee and several sub-committees to divide up the work. Better to have no standing committees at all. They invite the work to be done twice.
    Story about PPC meeting and choosing a new sign.
    Ad hoc committees that meet once or for a short period are useful
    What are some situations when an ad hoc committee would be useful?
    Budget narrative, revenue target for budget, pastor or executive director salary, writing a policy draft.
  • It’s tough to keep the board focused on doing board work.
    Time out, throw a “T”
    Stop sign on a card
    Simply raise your hand
    Are we engaged in board work right now or is this a matter for the staff to handle?
  • Every board can check the quality of their process at the end of every board meeting. Ask questions like:
    Did we show a high-level of respect to each other?
    Did we work together as a team to do our work?
    Did we stick to board work and stay out of staff work?
    Problem board members will behave better if they know they will get called on bad behavior at the end of the meeting.
  • How many of you have a website for your organization?
    Create a special password protected area for the board. Put all the documents they need in one place.
    The most recent version of the board policy manual
    Minutes and other historical documents
    Photo and short bio
    Photo of entire board on retreat
  • Zoomerang or Survey Monkey charge low monthly fees. They both allow free surveys for small sample sizes.
    First, type in your questions, send out an email message, then check out the charts and graphs.
    A church board can survey the congregation, parents with children in the youth group, or key people in the community.
    Nonprofits can survey, clients, donors, or partner organizations.
  • Coffee, tea, or water can make a difference.
    Story about getting a bottle of water halfway through a church board meeting.
    For snacks, stick with healthy foods, low sugar.
  • Pews and lectern are the worst setup.
    Board table is next worst.
    Moveable tables in a U, square, or polygon is even better.
    Chairs in a circle is the most intimate setup.
  • Most boards spend zero time in building relationships of trust. So all too often the trustees don’t trust each other.
    Boards should see themselves as a small group with a task. Start every meeting with Bible study and prayer. No board that does this has ever told me it was a waste of time.
    Read a book for spiritual growth together and discuss it.
    Tough issues are resolved faster if more time is spent building strong team relationships.
  • There is something about food that breaks down barriers. Find ways to share a meal together.
    Just like a small group, board members can care for each other instead of having tense relationships and unproductive alliances.
  • A retreat once a year, with or without a facilitator can be well worth the time. You can work on relationship building, team building, and skill building.
    You can have a one-day retreat without an overnight, but it usually works best if it is off-site.
    Strategic planning is best done in one long meeting rather than a series of once a month meetings.
  • People in large organizations are reviewed annually by their boss and review their direct reports with some kind of system.
    If the CEO is responsible for the overall health and success of the organization, then the CEO’s success factors ought to be identical to the organization’s success factors.
    If the staff of an organization is in disarray and donations are falling, can a CEO still be commended for doing a good job and getting a good review for what he or she does?
  • Review the By-Laws once a year. Review one set of policies each quarter at an appropriate time of year.
    Ends policies may require more than one session and represent the work of the board that is never finished.
  • Once a year, conduct a self-assessment of the board to see if you are slipping into bad habits.
    Borrow an assessment tool or hire a resource person to conduct an evaluation of board process.
  • A perpetual calendar tells you what major items should be on the board agenda throughout the year. It helps the board stay on top of what should be covered when.
    When to decide strategic goals?
    When to provide revenue target and budget narrative?
    When to approve annual budget?
    When to review policy sections?
  • Train new board members before their first board meeting.
    If you have written board policies, study them together and answer any questions they may have.
    Have them read a book or several articles on governance.
    Make sure new member is clear on his or her role on the board.
  • Most board chairs would love a chance to talk with a wise person about how to lead the board meetings and get advice on sticky situations
  • Board governance for Nonprofits

    1. 1. James C. Galvin, Ed.D.
    2. 2. All nonprofit organizations have a board that represents the owners
    3. 3. We have numerous opportunities to serve on or for boards
    4. 4. Most boards are ineffective and meetings are frustrating for members
    5. 5. Board members can learn to work together and govern well
    6. 6. Transition to policy governance for greater board effectiveness
    7. 7. Transition to policy governance for greater board effectiveness Board Type Written Policies Best Practices
    8. 8. Identify what type of board you are and what type you want to be Board Type Written Policies Best Practices
    9. 9. Most members have not received any formal training in governance
    10. 10. Most members have never observed a board governing well
    11. 11. We all have a mental model for how a board is supposed to function
    12. 12. All boards fall somewhere between over- controlling and out of control Managing Board Governing Board Ratifying Board Working Board Disengaged Board
    13. 13. Boards tend to fluctuate between micro- managing and rubber-stamping
    14. 14. Policy governance presents clear, tangible benefits for organizations
    15. 15. Policy governance keeps boards pointed in the right direction
    16. 16. Policy governance is useful for helping a bad situation become better
    17. 17. Policy governance provides a way to reduce political in-fighting Acts 15: 24-29Acts 23: 1-10
    18. 18. Formulate policies as a board and capture them in writing Board Type Written Policies Best Practices
    19. 19. Board policies are recorded in a document that belongs to the board
    20. 20. Board policies fit between By-Laws and standard operating procedures Articles of Incorporation By-Laws Board Policies Standard Operating Procedures
    21. 21. Policies guide decisions even when they are unwritten
    22. 22. Policies should be written down and organized in one place
    23. 23. Organizational ends policies describe what the organization is for
    24. 24. Executive limitations policies define what is out of bounds
    25. 25. Board-staff delegation policies clarify lines of authority and accountability
    26. 26. Board process policies describe how the board is to function
    27. 27. Board policies cover four important categories of decision-making
    28. 28. Board policies that are well-written meet five standards
    29. 29. Adopt best practices of governance from other effective boards Board Type Written Policies Best Practices
    30. 30. Rob, pillage, and steal best practices from other boards
    31. 31. Email eliminates the cost of postage and unnecessary handouts
    32. 32. The consent agenda saves precious time and eliminates dull reports
    33. 33. A dashboard of key indicators communicates numerical data quickly
    34. 34. Standing committees should be used sparingly
    35. 35. Hand signals help keep discussion on track during the meeting
    36. 36. Conduct a process check at the end of every board meeting
    37. 37. A private board website assures easy access to all pertinent information
    38. 38. Use a web survey service to gather opinions from staff, board, donors
    39. 39. Refreshments keep board members alert and awake
    40. 40. Folding seminar tables work better than a large, traditional board table
    41. 41. Bible study and prayer help board members grow in faith
    42. 42. Hang time allows you to build a caring community
    43. 43. Board retreats allow for relationship building and training
    44. 44. Schedule a personal appointment to determine level of financial involvement
    45. 45. Annual review for the pastor should focus on ends and limitations policies
    46. 46. An annual By-Law review prevents boards from getting off track
    47. 47. Board self-assessment keeps boards fresh and disciplined
    48. 48. A perpetual calendar will help keep a board on task and policies fresh
    49. 49. A board orientation program helps new members contribute sooner
    50. 50. Coaching can strengthen the board chair and improve group process
    51. 51. You are feeling frustrated with your board and want better governance
    52. 52. Transition to policy governance for greater board effectiveness Board Type Written Policies Best Practices
    53. 53. G&A