Governing Good

boulding

gmacdonald — Mon, 22 Jul 2013 18:19:52 +0000

Flower-Cart-Board

pamgreen — Tue, 23 Jul 2013 19:09:28 +0000

OLYMPUS DIGITAL CAMERA

gmacdonald — Thu, 25 Jul 2013 15:04:38 +0000

OLYMPUS DIGITAL CAMERA

gmacdonald — Thu, 25 Jul 2013 15:15:44 +0000

Ten Tips For Improving Your Board Meetings

gmacdonald — Fri, 26 Jul 2013 16:00:37 +0000

rec_ns_logo

gmacdonald — Fri, 26 Jul 2013 16:16:52 +0000

getty_rm_photo_of_jam_and_bread

gmacdonald — Sat, 27 Jul 2013 18:54:45 +0000

Chairing a Board Meeting

gmacdonald — Mon, 29 Jul 2013 17:44:13 +0000

By Laws and Policies: Is There a Difference?

gmacdonald — Mon, 29 Jul 2013 17:48:14 +0000

Code of Conduct Policy

gmacdonald — Mon, 29 Jul 2013 17:56:50 +0000

celtic-heart-of-north

gmacdonald — Tue, 30 Jul 2013 18:05:36 +0000

4orgculture

gmacdonald — Fri, 02 Aug 2013 01:58:18 +0000

Boulding Triangle

gmacdonald — Tue, 13 Aug 2013 13:48:21 +0000

A Guide to Successful Board Recruitment

gmacdonald — Tue, 13 Aug 2013 15:43:23 +0000

How Boards Can Have Better Conversations

gmacdonald — Tue, 13 Aug 2013 15:43:59 +0000

Board Recruitment Package 2013

gmacdonald — Tue, 13 Aug 2013 15:49:30 +0000

Difficult Governance Conversations

gmacdonald — Tue, 13 Aug 2013 15:50:30 +0000

Creating a Board Members Manual

gmacdonald — Tue, 13 Aug 2013 15:52:11 +0000

The_Cabot_Trail1

gmacdonald — Tue, 13 Aug 2013 16:11:44 +0000

Grant Photo Teaching

gmacdonald — Tue, 13 Aug 2013 16:20:12 +0000

windhorse_forest

gmacdonald — Tue, 13 Aug 2013 19:12:32 +0000

walk-into-the-forest

gmacdonald — Tue, 13 Aug 2013 19:33:38 +0000

tofinorainforesttrailtofinocanada

gmacdonald — Tue, 13 Aug 2013 20:08:24 +0000

OLYMPUS DIGITAL CAMERA

gmacdonald — Wed, 14 Aug 2013 14:18:50 +0000

Tablelands-Trail

gmacdonald — Wed, 14 Aug 2013 14:25:51 +0000

HalifaxCitadel

gmacdonald — Tue, 27 Aug 2013 13:46:13 +0000

halifax-metro-citadel-hill

gmacdonald — Tue, 27 Aug 2013 13:46:30 +0000

Windmills

gmacdonald — Tue, 27 Aug 2013 14:07:13 +0000

Board Self Evaluation Tool -Version III User Guidelines

gmacdonald — Tue, 27 Aug 2013 22:18:39 +0000

Board Self Evaluation Tool- Version III

gmacdonald — Tue, 27 Aug 2013 22:19:07 +0000

shutterstock_38521156

gmacdonald — Wed, 28 Aug 2013 13:58:00 +0000

bay of fundy-620x250

gmacdonald — Wed, 28 Aug 2013 14:16:22 +0000

Annual Reports Basic Ingredients

gmacdonald — Wed, 28 Aug 2013 15:02:40 +0000

west pubnico Wind Farm

gmacdonald — Thu, 29 Aug 2013 13:31:31 +0000

Managing Conflict- A Guide for Volunteer Boards

gmacdonald — Fri, 30 Aug 2013 14:03:48 +0000

Board-Staff E-Mail Communication

gmacdonald — Fri, 30 Aug 2013 14:09:44 +0000

Board Chair's Job Description

gmacdonald — Fri, 30 Aug 2013 14:21:38 +0000

Board Members Job Description

gmacdonald — Fri, 30 Aug 2013 14:22:21 +0000

Human Resources Management Policy

gmacdonald — Fri, 30 Aug 2013 14:23:21 +0000

Financial Management

gmacdonald — Fri, 30 Aug 2013 14:24:17 +0000

Halifax-waterfront2

gmacdonald — Fri, 30 Aug 2013 15:46:24 +0000

The_Cabot_Trail1

gmacdonald — Fri, 30 Aug 2013 15:53:33 +0000

How Boards Can Have Better Conversations

gmacdonald — Fri, 30 Aug 2013 17:41:40 +0000

Cape Breton2

gmacdonald — Tue, 10 Sep 2013 16:05:56 +0000

Red Rocks Five Islands Provincial Park J Quinn

gmacdonald — Fri, 20 Sep 2013 18:45:23 +0000

JEQ

Pubnico Windmills

gmacdonald — Sat, 21 Sep 2013 15:54:42 +0000

TCT Tatamagouche1

gmacdonald — Mon, 30 Sep 2013 13:56:57 +0000

Conflict of Interest 1

gmacdonald — Thu, 03 Oct 2013 00:41:37 +0000

Conflict of Interest 2

gmacdonald — Thu, 03 Oct 2013 00:42:05 +0000

Emergency ED Succession

gmacdonald — Fri, 04 Oct 2013 13:42:16 +0000

Emergency Executive Director Succession

gmacdonald — Fri, 04 Oct 2013 13:42:31 +0000

Financial Management

gmacdonald — Fri, 04 Oct 2013 13:58:42 +0000

standing out

gmacdonald — Thu, 10 Oct 2013 15:04:19 +0000

shutterstock_2611512

gmacdonald — Mon, 21 Oct 2013 15:51:58 +0000

Stephen McNeil

gmacdonald — Mon, 21 Oct 2013 18:35:15 +0000

Liberal leader Stephen McNeil delivers the party's platform in Halifax on Wednesday, Sept. 11, 2013. The provincial election is on October 8. THE CANADIAN PRESS/Andrew Vaughan

diversity002

gmacdonald — Mon, 21 Oct 2013 19:42:15 +0000

shutterstock_143823979

gmacdonald — Wed, 23 Oct 2013 15:14:22 +0000

stress

gmacdonald — Thu, 24 Oct 2013 14:10:42 +0000

pumpkin

gmacdonald — Thu, 24 Oct 2013 14:12:03 +0000

tree in field

gmacdonald — Wed, 27 Nov 2013 23:11:47 +0000

Separate Tree

Odd and Even Numbers

gmacdonald — Wed, 27 Nov 2013 23:30:43 +0000

Martin's Strategic Governance Discussion Worksheets

gmacdonald — Thu, 28 Nov 2013 13:20:13 +0000

280px-Cynefin_framework_Feb_2011

gmacdonald — Wed, 04 Dec 2013 01:10:23 +0000

Board Chair Job Description

gmacdonald — Wed, 28 May 2014 23:48:48 +0000

Board Chair Job Description

gmacdonald — Wed, 28 May 2014 23:49:02 +0000

Board Minutes Revealed

gmacdonald — Tue, 10 Jun 2014 23:45:32 +0000

Board Chair (President) Sample Job Description (2016)

gmacdonald — Thu, 07 Jul 2016 17:05:24 +0000

Board Chair (President) Sample Job Description (2016)

gmacdonald — Thu, 07 Jul 2016 17:05:38 +0000

Board Treasurer Job Description (2016)

gmacdonald — Thu, 07 Jul 2016 17:33:04 +0000

Board Treasurer Job Description (2016)

gmacdonald — Thu, 07 Jul 2016 17:33:17 +0000

Board Secretary Job Description

gmacdonald — Thu, 07 Jul 2016 19:32:04 +0000

Board Secretary Job Description (2016)

gmacdonald — Thu, 07 Jul 2016 19:32:44 +0000

Financial Management -Sample Policy (2016)

gmacdonald — Thu, 07 Jul 2016 20:14:01 +0000

A Guide To Great Board Minutes

gmacdonald — Thu, 07 Jul 2016 23:14:44 +0000

Governance and Financial Management

gmacdonald — Thu, 07 Jul 2016 23:38:04 +0000

Ten Tips For Improving Your Board Meetings

gmacdonald — Thu, 07 Jul 2016 23:55:24 +0000

The Board's Governance Calendar

gmacdonald — Fri, 08 Jul 2016 00:18:39 +0000

CompetingValues2

gmacdonald — Fri, 08 Jul 2016 14:42:26 +0000

Grant2

gmacdonald — Sat, 09 Jul 2016 14:27:17 +0000

Grant Photo

gmacdonald — Sat, 09 Jul 2016 17:42:15 +0000

folded hands on lap

gmacdonald — Wed, 13 Jul 2016 15:33:24 +0000

grand pre

gmacdonald — Mon, 18 Jul 2016 21:10:30 +0000

history mapping kings county

gmacdonald — Mon, 18 Jul 2016 21:12:18 +0000

Table_d_orientation

gmacdonald — Mon, 18 Jul 2016 21:13:25 +0000

32125490 - elderly woman touch her wrinkled hand

gmacdonald — Mon, 25 Jul 2016 23:30:53 +0000

Board Member Job Description (Family Members on the Board).pdf

gmacdonald — Tue, 26 Jul 2016 01:22:17 +0000

Board Member Job Description (Family Members on the Board)

gmacdonald — Tue, 26 Jul 2016 01:25:17 +0000

Grant2

gmacdonald — Tue, 26 Jul 2016 17:48:10 +0000

Emergency Executive Director Succession

gmacdonald — Thu, 04 Aug 2016 16:43:53 +0000

Chairing a Board Meeting

gmacdonald — Fri, 21 Oct 2016 14:14:37 +0000

audit-committee-policy

gmacdonald — Sun, 23 Oct 2016 00:39:49 +0000

colourful-bird-houses

gmacdonald — Mon, 14 Nov 2016 16:44:55 +0000

nova-scotia-house-of-assembly

gmacdonald — Mon, 14 Nov 2016 16:47:38 +0000

Honeyager-Upcycle-Furniture-Pic6

gmacdonald — Wed, 14 Dec 2016 23:58:13 +0000

muttart conservatory

gmacdonald — Thu, 15 Dec 2016 00:20:41 +0000

Maslows_Hierarchy_of_Needs

gmacdonald — Fri, 16 Dec 2016 11:16:59 +0000

maslows_pyramid_640

gmacdonald — Fri, 16 Dec 2016 12:08:59 +0000

In Camera Board Sessions - Careful How You Use Them

gmacdonald — Fri, 06 Jan 2017 14:20:50 +0000

Should We Form a Board Committee?

gmacdonald — Fri, 06 Jan 2017 17:47:17 +0000

Board-Staff E-Mail Communication

gmacdonald — Fri, 06 Jan 2017 18:07:48 +0000

How Boards Can Have Better Conversations

gmacdonald — Fri, 06 Jan 2017 18:10:57 +0000

Managing Conflict- A Guide for Volunteer Boards

gmacdonald — Fri, 06 Jan 2017 18:19:03 +0000

Difficult Conversations

gmacdonald — Mon, 09 Jan 2017 11:15:34 +0000

Board Motivations Exercise

gmacdonald — Mon, 09 Jan 2017 20:25:53 +0000

Creating a Board Member's Manual

gmacdonald — Tue, 10 Jan 2017 14:21:29 +0000

By-laws and Policies: What is the Difference?

gmacdonald — Tue, 10 Jan 2017 14:23:43 +0000

Stara-Zagora-Statue-Head

gmacdonald — Mon, 16 Jan 2017 12:58:38 +0000

Board Meeting and AGM Decision Procedures

gmacdonald — Wed, 22 Feb 2017 00:06:00 +0000

RanoRaraku Easter Island

gmacdonald — Tue, 14 Mar 2017 15:19:42 +0000

108-01-2-2007-0009

gmacdonald — Fri, 17 Mar 2017 20:06:42 +0000

Halifax2

gmacdonald — Fri, 17 Mar 2017 20:09:57 +0000

stressed out

gmacdonald — Fri, 17 Mar 2017 23:41:17 +0000

imperial-theatre2

gmacdonald — Sat, 18 Mar 2017 16:05:48 +0000

roman-catacomb-mystery-merl

gmacdonald — Sun, 16 Apr 2017 16:46:19 +0000

roman-coins

gmacdonald — Sun, 16 Apr 2017 16:48:49 +0000

IMG_1582

gmacdonald — Tue, 18 Apr 2017 14:17:00 +0000

yin-yang-symbol-variant_318-50138

gmacdonald — Tue, 18 Apr 2017 15:03:19 +0000

fossil2

gmacdonald — Thu, 20 Apr 2017 15:28:45 +0000

Pros and Cons of Representative Boards

gmacdonald — Sun, 30 Apr 2017 10:43:05 +0000

Legal Responsibilities of Boards

gmacdonald — Sun, 30 Apr 2017 19:40:11 +0000

governinggood-logo-sm

gmacdonald — Thu, 25 May 2017 10:33:34 +0000

governinggood-logo-sm-1

gmacdonald — Thu, 25 May 2017 10:33:39 +0000

Guide for Non-Profit Board Secretaries

gmacdonald — Wed, 21 Jun 2017 23:04:12 +0000

home improvement tips

gmacdonald — Tue, 27 Jun 2017 14:50:09 +0000

Luckett_Vineyards_Gaspereau_Valley_Nova_Scotia_Canada

gmacdonald — Tue, 04 Jul 2017 13:32:20 +0000

Luckett_Vineyards_Gaspereau_Valley_Nova_Scotia_Canada

gmacdonald — Tue, 04 Jul 2017 13:39:42 +0000

Difficult-Conversations-624x351

gmacdonald — Tue, 04 Jul 2017 14:46:53 +0000

easter island

gmacdonald — Sat, 12 Aug 2017 15:31:29 +0000

640px-Welcome_mat

gmacdonald — Wed, 16 Aug 2017 16:15:21 +0000

By alborzshawn (Welcome) [CC BY 2.0 (http://creativecommons.org/licenses/by/2.0)], via Wikimedia Commons

c700x420

gmacdonald — Wed, 27 Sep 2017 02:36:26 +0000

abstract_bus_journey_by_aphoticsketch-d4v63o7

gmacdonald — Tue, 24 Oct 2017 16:13:45 +0000

Carolyn Hall Young & Gianluca Ricoveri

gmacdonald — Sun, 05 Nov 2017 20:31:05 +0000

Mellor_DMRD_Dennis_front

gmacdonald — Mon, 20 Nov 2017 15:12:22 +0000

Board Co-Chairs Job Description

gmacdonald — Thu, 23 Nov 2017 16:10:28 +0000

Board Co-Chairs Job Description

gmacdonald — Thu, 23 Nov 2017 16:10:43 +0000

What Kind of Board Are You

gmacdonald — Fri, 15 Dec 2017 20:13:07 +0000

Your Board's Recruitment Package

gmacdonald — Mon, 18 Dec 2017 18:54:49 +0000

Annual Reports-The Basic Ingredients

gmacdonald — Tue, 19 Dec 2017 11:12:16 +0000

Board Self Evaluation Tool -Version III Guidelines

gmacdonald — Tue, 09 Jan 2018 18:59:25 +0000

Board Self Evaluation Tool- Version III

gmacdonald — Tue, 09 Jan 2018 18:59:46 +0000

Board Self Evaluation Tool -Version III Guidelines

gmacdonald — Tue, 09 Jan 2018 19:00:10 +0000

Board Self Evaluation Tool- Version III

gmacdonald — Tue, 09 Jan 2018 19:03:57 +0000

NOOKS AND CRANNIES

gmacdonald — Mon, 12 Feb 2018 18:26:58 +0000

sawmill river

gmacdonald — Sun, 18 Feb 2018 19:18:32 +0000

IMG_5443-4

gmacdonald — Fri, 02 Mar 2018 16:37:24 +0000

Carolyn Hall Young & Gianluca Ricoveri

gmacdonald — Wed, 07 Mar 2018 19:24:21 +0000

IMG_3079-2

gmacdonald — Sat, 10 Mar 2018 19:53:57 +0000

pamgreen — Fri, 25 May 2018 20:22:11 +0000

chair-wear4

gmacdonald — Mon, 18 Jun 2018 16:23:22 +0000

concentric circles

gmacdonald — Thu, 28 Jun 2018 00:45:23 +0000

takeholder-analysis-stakeholder-management

gmacdonald — Thu, 28 Jun 2018 23:26:58 +0000

concentric circles

gmacdonald — Fri, 29 Jun 2018 10:49:27 +0000

Design-Prop-Stakeholder-Map-01

gmacdonald — Fri, 29 Jun 2018 10:52:19 +0000

Indian Dyes

gmacdonald — Sat, 30 Jun 2018 10:22:15 +0000

IMG_6277

gmacdonald — Sat, 30 Jun 2018 15:53:24 +0000

Stakeholders-Analysys

gmacdonald — Tue, 03 Jul 2018 10:12:39 +0000

David De la Mano

gmacdonald — Wed, 18 Jul 2018 17:11:18 +0000

dining-room-chairs-upholstery-extraordinary-dining-chair-upholstery-fabric-at-of-exciting-dining-room-dining-room-chairs-upholstery-ideas

gmacdonald — Wed, 25 Jul 2018 20:14:56 +0000

Gracie

gmacdonald — Sat, 28 Jul 2018 16:15:14 +0000

Mountain and Sun Drawing (1)

gmacdonald — Mon, 27 Aug 2018 10:28:47 +0000

Mountain and Sun Drawing

IMG_4372

gmacdonald — Fri, 31 Aug 2018 16:46:04 +0000

110418-8005.jpg

gmacdonald — Thu, 11 Oct 2018 00:34:27 +0000

cute_dog_hugging_goat

gmacdonald — Mon, 05 Nov 2018 21:49:30 +0000

Getting to Know One Another

gmacdonald — Mon, 28 Jan 2019 18:40:42 +0000

Coles Notes

gmacdonald — Wed, 13 Feb 2019 01:48:57 +0000

Executive Director Self Evaluation

gmacdonald — Thu, 21 Feb 2019 15:06:28 +0000

Executive Director Self Evaluation

gmacdonald — Thu, 21 Feb 2019 15:08:05 +0000

Coles Notes

gmacdonald — Tue, 12 Mar 2019 19:38:24 +0000

melting-aluminum-cans

gmacdonald — Sat, 13 Apr 2019 00:36:29 +0000

Saint John River

gmacdonald — Tue, 16 Apr 2019 13:44:02 +0000

This is a photo of a stretch of the 673 km long St. John River above Fredericton, New Brunswick. The river, known as the Wolastoq (bountiful and good) by the Maliseet, received its European name from Samuel de Champlain in 1604 who visited the mouth of the river where it flows into the Bay of Fundy at Saint John, the city where I was born.

Centrelea Community Hall Small

gmacdonald — Tue, 16 Apr 2019 14:57:26 +0000

Pictured is the Centrelea Community Hall. Still counting, it is one of 60 or more meeting halls and small community centres across Nova Scotia maintained and run by entirely volunteers.

Cabot trail2

gmacdonald — Tue, 16 Apr 2019 16:44:42 +0000

A section of highway along the magnificent Cabot Trail in Cape Breton, Nova Scotia

Recycled Board Table by TerraCycle

gmacdonald — Tue, 16 Apr 2019 17:00:26 +0000

ambassador_bridge_sign

gmacdonald — Sun, 19 May 2019 18:51:41 +0000

Networked Board 2

gmacdonald — Mon, 20 May 2019 17:48:22 +0000

Stack of letters (Guardian)

gmacdonald — Tue, 11 Jun 2019 20:34:17 +0000

larger image Emerson(2)

gmacdonald — Tue, 25 Jun 2019 18:47:06 +0000

hierarchy program evaluation metrics_0

gmacdonald — Thu, 27 Jun 2019 13:01:36 +0000

program-evaluation-for-foundations-01

gmacdonald — Tue, 09 Jul 2019 18:36:23 +0000

overwhelm-vs-underwhelm

gmacdonald — Tue, 09 Jul 2019 23:26:31 +0000

labyrinth-park Grande Cashe

gmacdonald — Sun, 11 Aug 2019 20:13:14 +0000

High-Quality-Employee-Feedback-e1459378709798

gmacdonald — Sun, 01 Sep 2019 20:16:55 +0000

Southwest Harbour Staff Questionnaire

gmacdonald — Tue, 03 Sep 2019 17:00:13 +0000

Southwest Harbour Staff Questionnaire

gmacdonald — Tue, 03 Sep 2019 17:00:36 +0000

Southwest Harbour Staff Survey Memo

gmacdonald — Tue, 03 Sep 2019 17:00:52 +0000

Southwest Harbour Staff Survey Memo

gmacdonald — Tue, 03 Sep 2019 17:01:04 +0000

board-sketch-ideal

gmacdonald — Wed, 18 Sep 2019 22:05:21 +0000

board-sketch-poor

gmacdonald — Wed, 18 Sep 2019 22:06:17 +0000

Black Rock Community Centre

gmacdonald — Wed, 25 Sep 2019 00:25:17 +0000

Board Ambassador Exercise

gmacdonald — Fri, 18 Oct 2019 10:49:36 +0000

pie_chart-c3fbbb9a780ecb85835141cf64d3064d

gmacdonald — Thu, 28 Nov 2019 15:33:19 +0000

About Us

gmacdonald — Mon, 02 Dec 2019 14:34:51 +0000

Vision, Mission and Values

gmacdonald — Tue, 03 Dec 2019 16:32:06 +0000

pictures-communities-162688-6352888

gmacdonald — Thu, 19 Dec 2019 14:44:12 +0000

CantBelieveProtest

gmacdonald — Thu, 19 Dec 2019 15:40:48 +0000

funny-protest-signs

gmacdonald — Wed, 01 Jan 2020 19:18:23 +0000

Liverpool Court House

gmacdonald — Fri, 17 Jan 2020 21:21:14 +0000

IMG_9180

gmacdonald — Fri, 24 Jan 2020 19:24:21 +0000

IMG_9181

gmacdonald — Fri, 24 Jan 2020 19:41:06 +0000

Scoop2

gmacdonald — Thu, 13 Feb 2020 11:51:37 +0000

Public Policy Advocacy -Sample Policy

gmacdonald — Thu, 13 Feb 2020 19:50:11 +0000

Public Policy Advocacy -Sample Policy

gmacdonald — Thu, 13 Feb 2020 19:51:18 +0000

queens-museum-of-justice

gmacdonald — Fri, 14 Feb 2020 17:04:16 +0000

funny-protest-signs

gmacdonald — Sun, 16 Feb 2020 12:02:21 +0000

Board Self Evaluation Questionnaire-Version IV Guidelines

gmacdonald — Tue, 25 Feb 2020 21:26:40 +0000

Board Self Evaluation Questionnaire-Version IV

gmacdonald — Tue, 25 Feb 2020 21:27:16 +0000

Governance and Role of Board Policy

gmacdonald — Wed, 29 Apr 2020 19:35:11 +0000

Board Secretary Job Description (N)

gmacdonald — Wed, 27 May 2020 00:09:42 +0000

chocolates

gmacdonald — Thu, 09 Jul 2020 15:28:11 +0000

ganong old

gmacdonald — Mon, 13 Jul 2020 17:17:36 +0000

Ganong 2

gmacdonald — Mon, 13 Jul 2020 17:18:23 +0000

Halifax Ferries

gmacdonald — Mon, 10 Aug 2020 18:44:11 +0000

Commuters' ferry after a storm in Halifax harbor, Nova Scotia

gmacdonald — Tue, 08 Sep 2020 17:48:26 +0000

Financial Management Policy

gmacdonald — Wed, 16 Sep 2020 17:58:04 +0000

Financial Management Policy

gmacdonald — Wed, 16 Sep 2020 17:59:38 +0000

Human Resource Management-Sample Policy

gmacdonald — Wed, 16 Sep 2020 18:02:29 +0000

Human Resource Management-Sample Policy

gmacdonald — Wed, 16 Sep 2020 18:03:02 +0000

Our Board Policy Checklist

gmacdonald — Fri, 09 Oct 2020 14:57:23 +0000

ED Evaluation & Compensation Policy

gmacdonald — Fri, 09 Oct 2020 22:28:02 +0000

16 Creating_Terms_of_Reference

gmacdonald — Wed, 14 Oct 2020 12:25:10 +0000

Board Treasurer Job Description

gmacdonald — Thu, 15 Oct 2020 16:19:50 +0000

Board Treasurer Job Description

gmacdonald — Thu, 15 Oct 2020 16:21:01 +0000

protest sign intoverts

gmacdonald — Thu, 05 Nov 2020 18:21:57 +0000

CLIMATE_GENERAL_STRIKE

gmacdonald — Thu, 05 Nov 2020 21:06:59 +0000

Refurbishing Your Chair

gmacdonald — Tue, 12 Jan 2021 15:59:49 +0000

Board Executive Committee Terms of Reference

gmacdonald — Tue, 19 Jan 2021 10:34:08 +0000

Board Executive Committee Terms of Reference

gmacdonald — Tue, 19 Jan 2021 10:34:36 +0000

Refurbishing Your Chair

gmacdonald — Wed, 20 Jan 2021 15:28:50 +0000

quill pen

gmacdonald — Sat, 30 Jan 2021 17:21:00 +0000

1954_Corvette Dasboard

gmacdonald — Tue, 02 Feb 2021 13:51:10 +0000

Board Report Template

gmacdonald — Fri, 05 Feb 2021 11:45:13 +0000

East Pubnico, Nova_Scotia,_Canada

gmacdonald — Sat, 06 Mar 2021 13:59:52 +0000

Board Minutes Policy

gmacdonald — Tue, 16 Mar 2021 19:48:55 +0000

ED Evaluation & Compensation Policy

gmacdonald — Tue, 16 Mar 2021 19:49:36 +0000

In-Camera Board Sessions & Minutes-Sample Policy

gmacdonald — Tue, 16 Mar 2021 19:50:24 +0000

Role of Board Policy

gmacdonald — Tue, 16 Mar 2021 19:51:11 +0000

In-Camera Board Sessions & Minutes-Sample Policy

gmacdonald — Tue, 16 Mar 2021 20:03:06 +0000

Role of Board Policy

gmacdonald — Tue, 16 Mar 2021 20:05:40 +0000

Board Minutes Policy

gmacdonald — Tue, 16 Mar 2021 20:12:08 +0000

Executive Director Communication to the Board

gmacdonald — Tue, 16 Mar 2021 20:21:25 +0000

Executive Director Communication to the Board

gmacdonald — Tue, 16 Mar 2021 20:22:21 +0000

Exective Director Evaluation & Compensation Policy

gmacdonald — Tue, 16 Mar 2021 20:25:02 +0000

ED Evaluation & Compensation Policy

gmacdonald — Tue, 16 Mar 2021 20:28:07 +0000

ED Evaluation & Compensation Policy

gmacdonald — Tue, 16 Mar 2021 20:28:52 +0000

Conflict and Complaint Resolution

gmacdonald — Tue, 16 Mar 2021 23:09:29 +0000

Conflict and Complaint Resolution

gmacdonald — Tue, 16 Mar 2021 23:11:15 +0000

Board Vice Chair Position Description

gmacdonald — Tue, 30 Mar 2021 17:40:00 +0000

Board Vice Chair Position Description

gmacdonald — Tue, 30 Mar 2021 17:41:08 +0000

Paint Brushes2

gmacdonald — Tue, 30 Mar 2021 18:29:22 +0000

toast and Jam 3

gmacdonald — Wed, 02 Jun 2021 13:42:14 +0000

Executive Director Communication to the Board

gmacdonald — Mon, 14 Jun 2021 10:39:14 +0000

Executive Director Communication to the Board

gmacdonald — Mon, 14 Jun 2021 10:40:02 +0000

Board Chair - Sample Job Description

gmacdonald — Mon, 14 Jun 2021 10:44:51 +0000

Board Chair - Sample Job Description

gmacdonald — Mon, 14 Jun 2021 10:45:43 +0000

Board Member's Code of Conduct

gmacdonald — Wed, 16 Jun 2021 14:01:56 +0000

Board Member's Code of Conduct

gmacdonald — Wed, 16 Jun 2021 14:02:40 +0000

Board Member Job Description

gmacdonald — Sun, 20 Jun 2021 18:58:44 +0000

Board Member Job Description

gmacdonald — Sun, 20 Jun 2021 18:59:39 +0000

Emergency Executive Director Succession-Sample Policy

gmacdonald — Tue, 22 Jun 2021 21:26:38 +0000

Emergency Executive Director Succession-Sample Policy

gmacdonald — Tue, 22 Jun 2021 21:27:31 +0000

Human Resource Management-Sample Policy

gmacdonald — Wed, 23 Jun 2021 00:27:13 +0000

Human Resource Management-Sample Policy

gmacdonald — Wed, 23 Jun 2021 00:29:15 +0000

Conflict of Interest Policy

gmacdonald — Wed, 23 Jun 2021 00:31:34 +0000

Conflict of Interest policy

gmacdonald — Wed, 23 Jun 2021 00:32:06 +0000

Board Co-Chairs Job Description (R)

gmacdonald — Wed, 23 Jun 2021 00:43:44 +0000

Board Co-Chairs Job Description (R)

gmacdonald — Wed, 23 Jun 2021 00:44:17 +0000

spreadsheet 623 x334

gmacdonald — Sun, 04 Jul 2021 13:14:10 +0000

Public Policy Advocacy -Sample Policy

gmacdonald — Tue, 06 Jul 2021 16:14:25 +0000

Public Policy Advocacy -Sample Policy

gmacdonald — Tue, 06 Jul 2021 16:14:59 +0000

Board Member Position Description

gmacdonald — Tue, 06 Jul 2021 16:18:48 +0000

Board Member Position Description

gmacdonald — Tue, 06 Jul 2021 16:19:16 +0000

Board Treasurer Position Description

gmacdonald — Tue, 06 Jul 2021 16:20:31 +0000

Board Treasurer Position Description

gmacdonald — Tue, 06 Jul 2021 16:21:05 +0000

Board Co-Chairs Position Description

gmacdonald — Tue, 06 Jul 2021 16:24:03 +0000

Board Co-Chairs Position Description

gmacdonald — Tue, 06 Jul 2021 16:24:29 +0000

Board Chair Position Description

gmacdonald — Tue, 06 Jul 2021 16:25:06 +0000

Board Chair Position Description

gmacdonald — Tue, 06 Jul 2021 16:25:32 +0000

IMG_0537

gmacdonald — Thu, 29 Jul 2021 15:55:09 +0000

Strategy Roger Martin

gmacdonald — Wed, 06 Oct 2021 16:45:41 +0000

Strategy2

gmacdonald — Wed, 06 Oct 2021 16:46:04 +0000

pamgreen — Tue, 23 Jul 2013 18:19:55 +0000

Home

pamgreen — Tue, 23 Jul 2013 18:19:55 +0000

Home

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pamgreen — Sat, 26 May 2018 15:07:45 +0000

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Strategy Roger Martin

gmacdonald — Sat, 09 Oct 2021 18:44:06 +0000

nasscom-ilf-2013-day-2-playing-to-win-how-strategy-really-works-roger-martin-3-638

gmacdonald — Sat, 09 Oct 2021 19:49:03 +0000

old versus new adjusted no permisson

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desk calendar

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experiment

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clipart2637155

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IMG_2899-4

gmacdonald — Wed, 12 Jan 2022 19:05:55 +0000

Board's Governance Calendar

gmacdonald — Tue, 25 Jan 2022 15:31:59 +0000

Postponed - Words From Wooden Blocks With Letters, Postponed Concept, Top View Background

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IMG_2964

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Board Secretary Position Description

gmacdonald — Tue, 03 May 2022 18:48:38 +0000

Board Secretary Position Description

gmacdonald — Tue, 03 May 2022 18:50:24 +0000

Board Chair - Sample Job Description (Annotated)

gmacdonald — Tue, 17 May 2022 13:36:02 +0000

Board Chair - Sample Job Description (Annotated)

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About

gmacdonald — Fri, 19 Jul 2013 13:49:35 +0000

[caption id="attachment_1310" align="aligncenter" width="611"] A view of Halifax Harbour looking east out to the Atlantic ocean. The Indigenous people of the area, the Mi'Kmaq, had several names for the area including Jipugtug, meaning big harbour. Today this territory is known in their language as K'jipuktuk.[/caption] The name of this blog has a double meaning, It is about governing better and about the non-profit sector as the area of collective action that seeks to directly "do good" in the world. Some of work of doing good requires building more just and inclusive communities both within and without the organizations that make up the sector. This is perhaps the dominant challenge in striving to do good in the world today. Much of the subject matter here is more mundane. However, I believe that the ideas offered are transformative, if in less obvious ways. I trust the posts and resources here are useful to non-profit sector boards and executive directors who struggle with assumptions and practices that no longer serve them well, if they ever did. Many it seems, realize this. The site has over 60,000 visitors annually, a lot for such a specialized topic. If the theme here is of continuing interest you may want to follow me on Twitter @governinggood. My goal there is to point to and feature other people's perspectives on non-profit governance matters. Online blogs provide a format that enables interaction and dialogue. I invite you to comment on any of my posts using the reply function at the bottom of each one. I will review every response and post those that add to the conversation, especially ones that offer different points of view to my own. Unless there is a compelling reason otherwise, only comments where the contributor is willing to identify his/her name and organization or community location will be posted. If you comment, I will contact you by e-mail to thank you for your contribution, ask for this identifying information and your permission to add it. I also invite readers to subscribe to Governing Good by providing your e-mail address. You will automatically be notified of new posts and and resource material additions. On average you can expect about one every two months. You can unsubscribe at any time. I will not have access to your e-mail subscription addresses and therefore they cannot and will not be used for other purposes. General feedback via the contact function is also welcome. I will endeavour to respond in kind. (Revised March 2022)

Guides and Tools

gmacdonald — Fri, 19 Jul 2013 13:49:48 +0000

[caption id="attachment_1661" align="alignnone" width="1197"] Luckett Vineyards, Gaspereau Valley, Nova Scotia[/caption] I am pleased to provide here some resources which I hope will be helpful to non-profit organizations interested in improving their governance practices. They include (<-- from the menu on the left at the top) my own governance guides, and sample policies as well as web links to some of excellent resources created by others. <<<<------

Contact

gmacdonald — Fri, 19 Jul 2013 13:50:05 +0000

Hi. My name is Grant MacDonald. This is my blog. Thanks for visiting. There is more about me under "About". If the website is of value to you please consider one of the following options. Respond to a post: I welcome comments and questions on any of my posts and will try to respond personally by email within a week. I am keen to "publish" any feedback as well as respond in detail if I can. No identifying information about you will appear in a "published" comment without your permission and never your email address. The comments feature is at the end of each post. Subscribe: Please consider subscribing to Governing Good to get notices (about one a month) of new posts, I do not have access to subscriber e-mails so do not worry about ending up on another e-mail list. Contact Me: Use the form below to send me a message or request a resource. I welcome suggestions for other posts or governance inquiries in general. I will try to respond within a week of receiving your message. [ninja_form id=2]

What is your organization's personality?

gmacdonald — Thu, 01 Aug 2013 23:53:27 +0000

After teaching organizational behavior to undergraduate business students I have come to appreciate the value of seeing organizational culture as an important management concept and analytical tool. I was pleased then when I happened online upon a 2011 book on the topic focused specifically on nonprofit organizations. The book, The Nonprofit Organizational Culture Guide: Revealing the Hidden Truths that Impact Performance. I ordered it right away. The book is by Paige Hull Teegarden, Denice Rothman Hinden and Paul Sturn and is published by Jossey Bass. It is an important topic for non-profit leaders and those that work for and with them. I think the book falls short of being a practical guide and on some counts I disagree with the author’s perspective on organizational culture. I am a categories guy…

Grant MacDonald - Bio

gmacdonald — Thu, 25 Jul 2013 01:37:52 +0000

[caption id="attachment_2957" align="alignnone" width="624"] This is a photo of a stretch of the 673 km long St. John River above Fredericton, New Brunswick. The river, known as the Wolastoq (bountiful and good) by the Maliseet, received its European name from Samuel de Champlain in 1604 who visited the mouth of the river where it flows into the Bay of Fundy at Saint John, the city where I was born.[/caption] I have had a long interest in non-profit governance and leadership as an adult educator. I have had the pleasure to have worked with, and learn from, executive directors and board members from a organizations that include those advancing adult literacy, supporting persons with disabilities, and providing family resources. For more than 25 years I was privileged to have served in various research and teaching roles at Dalhousie University in Halifax, Nova Scotia. I started out working in the area of urban and regional studies and later got involved in a unit dedicated to supporting community-based development. Early on I also became very interested in teaching non-profit leadership and negotiation and conflict resolution through the College of Continuing Education. In my later years at Dalhousie I taught organizational behaviour to undergraduate management students. I have a long interest in the dynamics of governing groups, board-executive director relationships, meeting processes and government contracting particularly in the social services arena. I have served on a number of boards as a volunteer director. I am currently on the board of the Ecology Action Centre. EAC, is a membership-based organization with a staff of over 25 working to advance the cause of environmental sustainability in Nova Scotia. I continue to work with a few non-profits mostly in a coaching capacity. I have put some of my expertise to work serving as an ArtsVest mentor. This has provided me with the chance to meet (via Zoom) with board and staff members of nearly a dozen small organizations in Western Canada including, for example, a local community arts council and a theatre group. I grew up in Saint John, New Brunswick, attended Saint John High School, the University of New Brunswick, Dalhousie and the University of Toronto. I am married to Susan and have two lovely adult daughters and, as of 2020, our first grandchildren. We also have a dog, a lively 7-year old border collie, Gracie. I also enjoy biking, hiking, canoeing, gardening, and cooking.

***

Editors Note: Non-profit, nonprofit or not-for-profit? The spelling of the term varies. In Canada, non-profit is most common although the more emphatic term, not-for-profit is also used. Nonprofit, without the hyphen, is decidedly American. I do not think it really matters beyond consistency. Terms like voluntary sector, the social sector, the community sector, the third sector (some UK influence here) and others also get used. I am sticking with non-profit.

What is it to govern good?

gmacdonald — Thu, 25 Jul 2013 01:39:30 +0000

[caption id="attachment_2985" align="alignnone" width="622"] A section of highway along the magnificent Cabot Trail in Cape Breton, Nova Scotia[/caption]

Non-profits, like other organizations, are experiments in how we humans, as a species, collectively work alongside and with one another in groups. Improving the results in, and experience of, this area of human activity seems an insurmountable challenge at times.

One thing we can do is better is to employ theory, to operate less from taken-for-granted, unexpressed and unexamined rules and ideas. William Isaacs, in his 1999 book, Dialogue and the Art of Thinking Together writes (p 73-74): "The word theory comes from the same roots as the word theater, which means simply 'to see'". As Isaacs frames it, a theory is a way of seeing that is "predictive of certain results". It is the act of seeing, not the search for a 'right' way, that needs to be cultivated. If we are not conscious of what we are doing we cannot "refine it and share it" or change it.

Improving how non-profit organizations govern themselves and interact with other players to strengthen their communities is really about leadership, or perhaps more specifically, organizational leadership. It is a topic that has been widely written about by non-profit researchers, instructors, consultants and practitioners. While there is frustration with prescribed remedies or "models", good practice ideas, often practical and easy, are often ignored. The fact that non-profit board members and executive directors are often caught up in immediate concerns rather than long term ones does not help. The fact that boards add and lose members fairly regularly makeit even tougher for improvements discovered to take root, . My theory of change, at least as it applies to improving the ability of boards and staff to lead, is to make small improvements. Boards and executive directors can easily try one or two new things. Small interventions can make a big difference. Sometimes they can even be revolutionary in their effect how the group works. Change takes courage but with small steps we do not always have to summon up huge amounts of it.

Sample Policies

gmacdonald — Fri, 26 Jul 2013 15:50:14 +0000

[caption id="attachment_512" align="aligncenter" width="638"] Trans Canada Trail near Tatamagouche, Nova Scotia.The TCT, at 28000 km, is the world's longest network of multi-use recreational trails[/caption] Here are a some sample policies that may be of value to non-profit organizations. They can be viewed (PDF files) and downloaded here (MS Word files) and freely customized. Feedback on any of these is most appreciated.

Board Member's Code of Conduct (View)
Board Member's Code of Conduct (Download)
Conflict and Complaint Resolution (View) (March 2021 -Fathoming Policies post)
Conflict and Complaint Resolution (Download) (March 2021 - Fathoming Policies post)
Board Chair - Sample Job Description ((May 2022) View)
Board Chair - Sample Job Description (Annotated) (May 2022) (Download)
Board Co-Chairs Position Description(View) (Post: Co-Chairs Considered)
Board Co-Chairs Position Description(Download)
Board Member Position Description(View) (Revised June 2021)
Board Member Position Description (Download) (Revised June 2021)
Board Minutes Policy (View) (March 2021 - Fathoming Policies post)
Board Minutes Policy (Download) (March 2021 -Fathoming Policies post)
Board Vice Chair Position Description (View)
Board Vice Chair Position Description (Download
Board Treasurer Position Description (View)
Board Treasurer Position Description (Download)
Board Secretary Position Description (View) (Updated April 2022)
Board Secretary Position Description(Download) (Updated April 2022)
Human Resource Management(2021) (View)
Human Resource Management(2021) (Download)
Financial Management Policy (September 2020) (View)
Financial Management Policy (September 2020) (Download)
Emergency Executive Director Succession-Sample Policy (New-June 2021) (View)
Emergency Executive Director Succession-Sample Policy (New-June 2021) (Download)
ED Evaluation & Compensation Policy (View) (March 2021 -Fathoming Policies post)
ED Evaluation & Compensation Policy(Download) (March 2021-Fathoming Policies post)
Executive Director Communication to the Board(View) (March 2021 -Fathoming Policies)
Executive Director Communication to the Board (Download) (March 2021- Fathoming Policies)
Conflict of Interest Policy (View)
Conflict of Interest policy (Download)
Board Meeting and AGM Decision Procedures -(View) (Post: Do We Need a Motion for That?)
Board Meeting and AGM Decision Procedures (Download-Contact GG for free MS Word Version)
In-Camera Board Sessions & Minutes (View)(March 2021 -Fathoming Policies post)
In-Camera Board Sessions & Minutes(Download) (March 2021 -Fathoming Policies post)
Public Policy Advocacy -Sample Policy (View)
Public Policy Advocacy -Sample Policy (Download)
Role of Board Policy (View) (March 2021 -Fathoming Policies post)
Role of Board Policy (Download) (March 2021 -Fathoming Policies post)
Board Executive Committee Terms of Reference(January 2021) (View)
Board Executive Committee Terms of Reference (January 2021) (Download)

Governance Guides

gmacdonald — Fri, 26 Jul 2013 16:01:09 +0000

[caption id="attachment_402" align="aligncenter" width="620"] The Bay of Fundy on Canada's east coast sees some the world's highest tides, up to 16 meters (53 ft) in some places. A wonder for whale watchers and fossil hunters the bay is also connected with the wonderful Wabanaki peoples' creation legend of Glooscap.[/caption] Below is a list of my Governance Guides. These documents (PDF files) can be viewed, printed and/or downloaded to your own computer. They are mostly two or four pages long. Feedback on any of these is always welcome.

Board's Governance Calendar
Ten Tips For Improving Your Board Meetings
By-Laws and Policies: What is the Difference?
Chairing a Board Meeting
Should We Form a Board Committee?
Governance and Financial Management
Your Board's Recruitment Package
How Boards Can Have Better Conversations
Creating a Board Member's Manual
Annual Reports-The Basic Ingredients
Board-Staff E-Mail Communication
Legal Responsibilities of Boards
What Kind of Board Are You?
In Camera Board Sessions - Careful How You Use Them
Managing Conflict- A Guide for Volunteer Boards
Strategic Governance Discussion Worksheets (Distinguishing Strategy post, Nov 2013)
Vision, Mission and Values (December 2019 -Re: Your "About Us" Page)
A Guide To Great Board Minutes
Guide for Non-Profit Board Secretaries
Pros and Cons of Representative Boards
Refurbishing Your Chair (Reprint of July 2018 post)

Board Tools Here are some governance tools. Those in MS Word format can be adapted to your own organization.

The Governing Good Board Self-Evaluation tool, 7 pages, has been revised in 2020. A MS Word copy of the Questionnaire is available on request. It is free. Please use the Contact form.

Executive Director Self Evaluation (Re: Executive Evaluation Abridged post/View)
Executive Director Self Evaluation (Re: Executive Evaluation Abridged post/MS Word Version -Download)
Board Motivations Exercise (Re: Board Motivations post/ January 2017)
Getting to Know One Another (Re: Kindling Board Trust post -January 2019)
Board Ambassador Exercise (Re: Board Members as Ambassadors post - October 2019)
Board Report Template (Re: Executive Director's/CEO's board report post- February 2021)

Web Links

gmacdonald — Fri, 26 Jul 2013 16:17:26 +0000

[caption id="attachment_4291" align="alignnone" width="589"] Government Wharf in East Pubnico, with a wind farm in the background. There are about 300 commercial wind turbines in Nova Scotia but we have a ways to go to get off our dependency on fossil fuels in generating electricity. Photo by Andrew Mader -Creative Commons Licence.[/caption] Here are some of my favourite resource links.

Recreation Nova Scotia Board of Directors Video Training Series

Here are 20 videos (about 4 minutes each) and accompanying print resources. An excellent resource for any non-profit group looking at improving their governance.

Blue Avocado

A nonprofit online magazine for community nonprofits. In my opinion this is one of the best sources of advice around. Their Board Cafe blog is particularly useful.

Free Management Library

Authenticity Consulting's library of resources for non-profit organization. This has been around a long time and contains lots of good information on many topics. I would bet that there are few experienced nonprofit leaders who have not been on the site at one time or another. We have author and consultant Carter McNamara to thank for this resource.

Charity Village - Knowledge Centre

It is hard to describe Canada's Charity Village website except as a mish mash of things. It has been around a long time. There are some good authored leadership articles on the site if you can find them. Many are over 10 years old but still hold up. I have referenced many in my posts. There is no real search capability for the resources that are there. A standout Charity Village resource is the annual Canadian Nonprofit Sector Salary and Benefits Report.

Chartered Professional Accountants of Canada

CPA Canada have developed a number of great resources for non-profit boards including guides on risk management and the board's role in HR management.

The Philanthropist

The Philanthropist is an online quarterly journal for leaders, scholars, supporters and others engaged with non-profits and charities in Canada. Articles tend to focus on larger sector issues.

Imagine Canada/Sector Source

This is Imagine Canada's library of resources available to charities and non-profits from a wide range of sources including Governing Good. The link here is to governance resources. Imagine Canada is the national body most focused on charitable fundraising and the public policy environment affecting the sector.
Note: This site has not been maintained by Imagine Canada so some of the sources listed or links provided are out of date.

Community Tool Box

I have lost count of the times a internet search has pointed me to this resource. Subtitled "Tools to Change the World" it has been continuously in development since 1994. This resource has 46 succinct chapters including ones on strategic planning, advocacy, leadership, group facilitation and organizational structures. It is a service of the Work Group for Community Health and Development of the University of Kansas in the U.S.A. A great example of what an academic institution can do to enhance community access to practical knowledge.

Does your board's e-mail voting practice pass the muster test?

gmacdonald

The Province of Ontario is about to enact new legislation that would allow e-mail voting by boards. There are likely organizations across Canada that were unaware that e-mail decision making was a problem. Well it is because it does not pass the muster of deliberation. More about Ontario.... There is an good item on this topic on the Blue Avocado, one of the best US non-profit blogs. The post suggest and provides some tips for developing a policy on E-Mail voting, one that hopefully passes the deliberation muster test. E-mail voting applies both to decisions that have to be made, approvals at least, made at an annual general meeting. It also applies to board of directors meetings. One can understand the need and benefits of virtual governance including e-mail approval of certain measures. I fear that a lot of nonprofits do it without much forethought, in the worst cases situations where a board has not been able to get quorum in a face-to face session. I have been on boards myself who have had to resort to this measure,

President and CEO?

gmacdonald

A couple of months ago there was a non-profit job ad in the local paper for a new President and CEO. I wondered about the thinking behind the choice of this title for the nonprofit's top staff position, the decision to use the terms "President and CEO" together. Are these two distinct jobs or leadership roles? Have the terms been conjoined so often that in the for-profit world they are inseparable. So began my little online research on the terms and why they are so often together, like toast and jam. Etymologocally the term "president" means one who presides over a meeting or ceremony. Given the roots of the word it would seem to be the equivalent of "chairperson". The same is true when we look at the terms or rules of parlimentary procedures. Politically, a "president" the title associated with someone who is elected to a post, not appointed. If one turns to the the material on parliamentary procedure it appears that the terms chair and president mean the same thing, Both refer to the person who presides over the meetings of deliberative bodies. The meaning of the term "president" is different however when it is found in provincial and state legislation enabling the incorporation of organizations. Indeed, there was frequent reference in the sources I looked at that suggested that the president of a firm is more operationally focused than the CEO, and that perhaps the president even reports to the CEO. From a corporate perspective, for profit or non-profit, the term president, when conjoined to the term to CEO, is largely honorific, that is it has no meaning other than confirming status. There is no distinct presidential role when the CEO has the title. One comment I read was that the two have been combined because of corporate "one-upmanship", the invention of titles to convey increasing higher status. real job Corporate identification. This may make sense for organizations that relate to business. although I would not assume that corporate executives understand the nuances if there are any. One argument why the terms are together Size of the organization ; importance, stature Is President not the head of the organization? Reduce the stature and role of the chair of the board to a meeting facilitation function President and chair are identical, interchangeable terms

The public value scorecard

gmacdonald

Is has been more than a decade since Harvard professor Mark Moore came up with the non-profit equivalent to the much lauded commecial performamce perspective known as the "balance scorecard". Moores's idea, build upon his ideas of strategic management in government, created barely a ripple in the nonm-profit world. It is time to throw a big rock into the water.

Duty of imagination

gmacdonald

Alice Korngold.....Leader to Leader

Board member motivations

gmacdonald

Cleave and Inglis

Governance coaching

gmacdonald — Mon, 11 Jun 2018 17:01:39 +0000

[caption id="attachment_2964" align="alignnone" width="625"] Pictured is the Centrelea Community Hall. Still counting, it is one of 60 or more meeting halls and small community centres across Nova Scotia maintained and run entirely by volunteers.[/caption] If you are interested in making improvements to how your board works, your board-executive director relationship, or even how your organization connects with the broader community, governance coaching is worth considering as change strategy. For board chairs and executive director pairs, the key players in this model, coaching can:

Support the leaders to act in ways that will help their organization to be governed more successfully
Provide the leaders with a confidential  and “safe space” for honest conversation and for identifying practical strategies for achieving specific governance goals
Aid in planning, executing and assessing one or more small interventions over a short period of time
Address both the interpersonal and professional challenges of leadership.

Coaching sessions tend to be easy to schedule and can take place in person in an informal setting or at a distance with the help of online technologies like Zoom. Coaching can emphasize an experiential or action/reflection approach to change. Small actions, even just initiating some "need to have" conversations, can lead to improvements. The coaching model I like to use involves at least 4 meetings that can be spread over a year and therefore 4 or 5 board meetings. Coaching sessions with the board chair and ED could look like this:

Introductions, expectations and identification of governance improvement interests & options. Agreement on coaching relationship.
Identification of initial improvements to be attempted, coaching on approach and time frame for specific actions, setting dates for follow-up meetings
Reflection on actions taken, results achieved, identification, of additional actions to be taken by the executive director and/or the board chair
Reflection of progress, decision to continue coaching, if yes, selection of next improvement measures and time frame.

If you are an a board chair, an executive director or a consultant and are interested in working with this approach you are welcome to get in touch with me via the "Contact" page. I have more detailed outline of the model and would be happy to share it.

Contact

gmacdonald — Fri, 19 Jul 2013 13:50:05 +0000

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Mistakes and failures

gmacdonald

Distinguishing between.....

Transition from student government to student non-profit

gmacdonald

Students Nova Scotia article.... Interview Jonathan williams

Hiring a new ED: Inside job

gmacdonald

who is retiring here inside or outside job

Re-Framing Diversity

gmacdonald

Many nonprofits are grappling with the issue of representation and diversity. This can be tied to the desire to be more reflective of the organization’s community and/or to the issue of what skills and perspectives do we need to recruit for in order to govern more effectively. This is an issue for many boards, especially those that are not formally representative. At a conference on Advancing Governance Theory and Practice in Kansas City in April 2011, Chao Guo of the University of Georgia, suggested that there were two kinds of representation.

Substantive representation is the ability of the organization to act for the interests of its constituencies. Substantive representation focuses on tangible benefits, both direct and indirect.

Symbolic representation is the ability of the organization to stand for the interests of its constituencies. This speaks to the importance of intangible benefits or indirect (temporally delayed?) benefits.

Given these two dimensions how might we think about the means that can be used to represent stakeholder constituencies? There are at least three mechanisms that can help an organization to become more representative. Guo then offers us the following framework: Formal representation means building representation into the organization’s formal structures by designating stakeholder positions on the board or on committees. This may or may not achieve the goal of substantive representation, but to the extent that the make-up of such structures is visible, it is likely to achieve the goal of symbolic representation. Designating seats on a non-profit board is a common representative mechanism, often dictated in by-laws, for ensuring that some organizational interests and /or consumer or client interests are present. The formal representation of constituencies that are often not well organized to elect, nominate or appoint someone to represent them is more of a challenge. Where this is the case, boards can make an effort to better “reflect” the socio-economic, racial, disability or cultural constituencies that are part of the organization’s community of stakeholders. While it may be that some individuals may not want to become involved as symbolic representatives, as one element of an organizations identity, its value should not be underestimated. Formal representation on non-profit governing structures such as volunteer boards is likely to be substantially significant to the extent that these bodies wield real power in terms of shaping the work their organizations. Most boards however do not wield power continuously; it tends to tends to be exercised sporadically, often in times of crisis. One could also argue that boards wield more power in terms of change when they work strategically and generatively. Descriptive representation means that those directly involved with the organization, especially in decision-making roles, are, in their own lives apart from the organization, reflective of its key stakeholders. Diversity on the basis of socio-economic, racial, ethnicity, ability, etc is easier to imagine here; diversity when it comes to representing organized interests such as funders is not. Substantive representation is perhaps more likely to be realized through organizational diversity since day-to-day decisions and actions are often very important; symbolic representation will depend on the diversity of the organization being transparent to the wider community and the status of, or degree of engagement with, external constituencies that those involved have outside of the organization. Participatory representation, suggests Guo, requires that governance mechanisms systematically involve convening the organization’s multiple constituents in the development of its mission, vision and strategies. This requires the realization that governance is a larger function than what non-profit boards (a structural element) and board meetings (the deliberative processes amongst board and staff) usually involve. Participatory representation offers great potential both substantially and symbolically. Boards that take this approach take on the role of facilitating dialogue between the organization and its environment, including constituencies or stakeholders whose interests are important to their organization.

Telling Our Story

gmacdonald

http://www.youtube.com/watch?v=toXMevFy6Jo Fairview Family Resource Centre

Do "best practices" really exist?

gmacdonald

http://www.youtube.com/watch?v=N7oz366X0-8 the welsh term "cynefin" was chosen by Don Snowden to describe... Some interest in complexity heory [caption id="attachment_725" align="alignleft" width="280"] Source: Wikipedia[/caption] Y

ED succession planning: more or less

gmacdonald

Partly as a result of the aging leadership demographics There has been a flurry of interest in succession planning for, if not in, non-profit organizations. The tendency has been to make so much noise about it, to generate tge view that succession planning is the new thing. I think much of it a repackaging of First and formost amnd most important for all nonpriofits with eds is preparing for an unexpected emergency succession. Being prepared for for a sudden absenseIf all non profits had a....I am not sure the idea of a plan is totally approriate Back up Passwordf Work plan Keys etc

My board is responsible for fundraising, right?

gmacdonald

It is pretty well taken for granted that volunteer boards, especially those that are responsible for employing staff, fundraise.I have heard executive directors ask the question especially when money is tight or an important source of funds is about to dry up. And if you are recruiting new board members candidates will invariably ask: am I expected to fundraise? However, the question does not have a straight forward answer. It all depends. It depends on the type of work your organization does and how this is, in the main, funded. It depends on what one means by "fundraising". And, it depends what kind of fundraising involvement by the board is expected. My goal in this post is to help boards and executive directors construct a considered response to the question for their own organization. Without a thoughtful answer the issue of fundraising can be the proverbial elephant in the room, the board room in this case. The answer to the question is obvious to some. is heavily government funded or reliant on membership or service fees the duesprofessional theatre, a symphony, a health foundation or even a United Way this question might not be asked. For some typed of non-profits the board's fundraising role is in the forefront of their work. My approach to the question is then to consider the different types of revenues non-profits typically rely on and what the board role might be in each area. Before turning to the main question there are two others to consider.

Is fundraising a governance function?

Fundraising is not directly a governance function. Setting revenue targets or priorities fits into to the board’s strategic role. Approving the budget, monitoring financial performance and setting guidelines and ethical standards for accepting funds, fits with their fiduciary role. Certainly most people would agree that non-profit boards are ultimately responsible for the organization’s fiscal health, although “responsibility for” is not synonomus with the work of making fundraising happen.

What role does charitable status play?

In Canada charitable status is conferred on non-profits by the federal government's tax department, the Canada Revenue Agency (CRA).((In the information the CRA puts out it distinguishes, incorrectly I think, between non-profits and charities. The term "non-profit" refers to the legislation, provincial legislation in most cases, by which organizations are incorporated. One must be incorporated non-profit to apply for charitable status. Here is the relevant CRA page ))The Agency administers the registration of charities, regulates their compliance and provides information to the public. The relevant legislation is under the Income Tax Act. Registration enables charities to issue official donation receipts for income tax purposes, meaning that donors can claim the gifts made to them in order to reduce their income tax. Donors can imply individuals, companies and philanthropic foundations. There are about 86,000 registered charitable organizations in Canada.((For a great overview of Canadian charities see the May 2018 post in Mark Blumberg's Canadian Charity Law blog))There is no single reliable source of information on incorporated non-profits that are not charities. Imagine Canada, the body that advocates for charities at the national level, however estimates a similar number.((See Imagine Canada's Sector Source website)) One might assume that non-profits that are charities do lots of fundraising and those that are not do none. This is not the case. There are lots of organizations with charitable status that do not use their charitable status to a significant degree. And, there are also non-profits without charitable status that, depending on your definition, fundraise. Advocacy groups likely fall into this category.

A sub-sector perspective

Fundraising-oriented boards are more common in some corners of the sector than in others. Art galleries, symphony orchestras, health care foundations, united ways, universities, land preservation societies. are some of groups who depend on their boards being able to find money. Especially here board member networks and reputations are key director qualities. But there are so many other noon profits where board work is not primarily fundraising. hope will be of value to all kinds of organizations especially important for nonprofits that are heavily dependent on government funding or on fee for service revenue.

The three conversations you need to have

To answer of the question of whether your board ought to be involved in fundraising requires you to have three important conversations:

What does “fundraising” entail for our organization?
What is understood by the term “board involvement”?
What are the characteristics, capacity and expectations of our particular board that supports different levels or kinds of involvement?

What does fundraising entail?

Non-profits operate with different business models in terms of where their funds come from and how they are used. In other words, the revenue source characteristics of non-profits differs across the sector and even among non-profits operating in similar fields. Most non-profits have a mix of revenue sources. The main revenue categories across the non-profit sector are:

Government grants and contracts
Private, community or foundation grants
Individual donations
Special event income (including sponsorships)
Earned income (e.g. sales of goods and services)
Investment or interest income.

One might separate out revenue sources within each of these categories. Boards certainly should. Government grants, for instance, can be separated from government contracts.((I am using the term contracts here is a general sense.The term service agreements might also be used. Government contracts to as a non-profit revenue source is....))Contracts are common where non-profits deliver services like supports for persons with disabilities or employment training. Contracts are not the same as subsidies although the source might be the same. Governments, usually provincial governments, generally subsidize day care spaces and seniors care. One might also add as a separate category, membership fees. Alternatively thiscould be a separate subcategory under either under Individual donations or, if members expect and receive particular services, under earned income. It is worth mentioning that earned income is increasingly labeled social enterprise income, the business side of the non-profit revenue picture. Every board should have a clear grasp of their organization's overall business model, that is, where revenues come from and how they are allocated. ((For a terrific explanation of non-profit business models see the 2010 article Nonprofit Business Model Statements by Jan Masaoka in Blue Avocado)) Such a list with categories and subcategories, is essential to a productive conversation of where one's board might have a substantial and meaningful role to play in securing revenues. Some boards do not just talk about revenues and offer advice of where to look but have an action role to play. Usually it is in only one or two of the above areas. For most it should be easy to see where these might be.

What do we mean when we say the board is involved?

The conversation about revenue categories is easily followed by one on which category is the board most likely to play a action role? It is essential that when a volunteer, executive director or funder says that that his/her particular board is, or should be involved in more fundraising, they should consider what element of revenue generation most requires board involvement and is most likely to benefit from it. Lets put aside the practice of having board members show up and work at special events. Flipping burgers and pooring drinks at, or running the 5K with a sponsorship commitment does not really address the bigger question of responsibility. Involvement ought to mean the board or individual board members take on the work, work that is done outside of board meetings. The matter of staff involvement looms large. There is an excellent post by Nell Edgington, a U.S. management consultant on her blog, Social Velocity. Its from January 2012 and is titled 9 Ways Board Members Can Raise Money Without Fundraising, Heavy Involvement Board involvement at its highest level is a collective effort, one where the board plans, manages the activity, carries out the work and are accountable for the results. At this level there is little staff involvement. Mid level involvement Strategic Involvement Board Characteristics A response to the question one must consider is “does my present board” able to be involved in terms of their skills, understanding of their role and perhaps their external community contacts and reputation. If your answer will be shapeds by your ideas about what type of fundraising, there may be good to matcg their capacity to a certyail type of fundraising, or to cghangev the composition of the board,

+++

The image for this post is a fundraising one: people rappelling down a tall building to raise money for a charity. These two are about to take off from a perch overlooking the Canada's parliament buildings in Ottawa. This event is called the "Drop Zone" an event for Easter Seals that takes place across Canada. Easter Seals, nearly 100 years old, is one of Canada’s foremost organizations supporting the disability community.

Experiments in board meetings - agendas

gmacdonald

There is no single formula for great board meetings but since so much of a boards collective work happens in this context of meetings, this is one area that could benefit from greater experimentation by every non-profit. Experimenting with your board meetings is not that difficult or risky as I hope to convince you One can experiment with board meetings by changing up the meeting agenda, adjusting the time, place and context of meetings and by trying out different approaches to how board members interact in the exchange of knowledge and ideas. This post focuses on board meeting agendas. The idea of experimenting is not about the search for a perfect board meeting model that your organization can rely on. If your goal is is top get board members in an out of the monthly meeting efficiency and timeliness Focus more on agenda planning as other resources on this site address board dynamocs Business meetings Efficiency Effectiveness Consent agenda, key indicator dashboards

Experiments in board meeting - conversation enhancers

gmacdonald

Check ins go arounds small groups Reflection time

Nonprofit Governance Film, ...Err Video Festival

gmacdonald

I thought it might be interesting in this digital and image dominant age to see if the topic of good governance had made it to the screen? Nonprofits Assistance Fund- Nonprofit Finance Fundamentals Videos Doing Good Better https://www.youtube.com/watch?v=lDtHum0yEIU&list=PL68D8F44400932ECB&index=2 YouTube Criteria Useful to boards

We need some board members, fast!

gmacdonald

Your Annual General Meeting is supposed to take place less than two months and your board is in a predicament. Four of your eight board members have indicated they will not continue past the AGM, all for reasons which seem outside the board's control. You have been on the board for six years and in the chair's post for four. You would like to step down at the end of the following year. Your board has been here before, a last minute search to fill a director spot or two. There have been halfhearted attempts in the past to strike a nominations committee, without much success. Last year you called a person suggested by the Executive Director who joined the board, and two years ago someone who showed up at the AGM raised her hand and agreed to serve. The year before that someone else the Executive Director found showed up at the meeting following the AGM and stayed on as a board member. If this scenario more or less describes your board's recruitment situation you are not alone. Thousands of non-profits have boards that operate on what amounts to "cruise control". Board agenda's seldom vary, meetings are typically filled with reports, often by the executive director, and there is lots said about the activities of staff over the past month. Of course, there is the routine financial report too. Inattention to board recruitment finds a happy home here. Being in a real dilemma such as the one described above offers your board a chance to regain some feel for the job of governance and get itself on a new track. So, it is time to abandon the usual response, in this case, the need to get board members, fast. So, nix the idea of running around asking anyone you know if they would serve and making a plea for directors at the AGM.

Five Steps toward getting on a new track

If you are a board that meets monthly, put board recruitment on the board’s agenda for a 15-20 minute discussion at each of the next five regular board meetings.

At the first board meeting (the one before the AGM) set aside time on the agenda to discuss what you are looking for in new board members. Write down the characteristics and prioritize them. This is probably the most important recruitment conversation you can have. Also ask yourselves how many new board members you want to recruit? One new board member for every three prospects contacted is reasonable. You do not have any yet.

Remember that organization and preparation for the AGM is also an agenda item at this meeting too. At your AGM you will not seek board members. You will announce that four directors are stepping down and thank them and then indicate that the remaining board will be seeking replacements over the course of the year.

Two Lists of Prospects

2. At the second board meeting (after the AGM) one agenda item will be to create two lists. The first list is a list of potential candidates who meet the characteristics you developed at the last meeting. This will contain a few names that you and others around the table know of, and perhaps a couple of people suggested by the directors that have stepped down, perhaps one or two from the executive director. Set this list aside for now.

You will need a second list. This will be a list the people you should talk to who might be able to suggest possible candidates. Some may be key external stakeholders. There are five of you so you need five contacts. These as well might come from the executive director and the names you agree on might not be the first five you come up with. Divide up the second list of stakeholder contacts (not your actual prospects) amongst the board. Each board member should agree to make at least one contact from the second list before the fourth board meeting and come back with a least two prospects.

Avoid the temptation to abandon the process just because there are one or two "sure bets" for new directors on the first list. Also keep in mind that each call to someone on stakeholder list may take a little effort to accomplish. Several telephone calls, an exchange of e-mails and even a face to face meeting may be required. Remember to have your list of board member characteristics close at hand.

Invitation

3. Before the third meeting get two or three board members together to a draft recruitment kit including a letter of invitation and list of support materials. Put the kit on agenda for the third board meeting for review, editing and approval. (See the board recruitmement package guide for some ideas).

4. At the fourth board meeting develop a list of your top ten candidates, divide up the list and ensure each member has a recruitment kit for the person they agree to approach. You can e-mail each board member the draft letter of invitation that they can customize it to the candidate they are approaching. The approach should be made to each of the candidates before the fifth meeting. You have got 4 weeks.

The approach to the candidates is important. The first contact with a person will be by telephone or e-mail and it will be to tell them why their name came up, if they would be open to joining the board for the year later in the current year or in the following year. to at least consider joining the board.

5. At the fifth board meeting report on results of the month’s recruitment effort, evaluate, plan follow-up and, if necessary, continue the process with some additional candidates. If one or two people have said yes they would to be considered, review their background and arrange for a board member and the ED together to interview them. If you have someone who is not sure but might be interested, invite them to the next board meeting.

Maintain a Three Year Horizon

Hold on to your list of prospective candidates – note who you have called and when to get back to them, even if it is a year from now. Schedule your next recruitment discussion and set up a standing recruitment or nominations committee. Your New Track xxxxx

Board Meetings - Feedback

gmacdonald

I idea of evaluating board meetings has long been touted as a valuable useful way of improving governance practices

Stakeholders: Whats is the commotion?

gmacdonald

stakeholders replaces shareholders? not about giving stakeholders a say. Its about culitvating perspective High level perspective or systems thinking Stakeholder analysis Stakeholder engagement fields of actions Convening and hosting an annual stakeholder dialogue Stakeholder analysis is an increasingly common part of strategic planning Frameworks for understanding Power & Interest, but also colllective perspective. Not stakeholder management Internal and external stakeholders In a recent study olescents and parents of ad in the Nonprofit and Voluntary sector Quarterly, academics from the Univesitity of Ghent in Belgium. Distinguish between participative management and Stakeholder disentangling governance or and operational interests Stakeholder resistance - sean buchanan and patricia bradshaw. The voice from Outside: stakeholder resistance in NPO - nonprofit quarterly key stakeholder work can not be done in the board room

Governance from the balcony

gmacdonald

There is a useful idea out there on how to view a situation from a more holistic perspective. William Ury of the Harvard Negotiation Project wrote about the value of "going to the balcony, when talks to resolve an issue get bogged down. There are other analogies but this theatre one I think works for appreciating and engaging in one of the important roles of a non-profit board., seeing the organization and the work it does in a broader context. the Twigs, branches, weeds,,... One of the most important roles a board ought to play is usually a neglected one even though it requires little special expertise, is seldom urgent and is not obviously decision oriented.. It does not accompany to board members, on the souls of their feet. I am pretty sure that non-profit staff, executive directors in particular, would say the feel they have the matter covered. What I aam talking about is the cultivation of a organizational understanding of the "big picture" , on the what the field looks lilike, who else is in itWhat it really requires is perspective, perspective in time and space. This cannot be This is the role of thinking and talking about the organization in broader context of the community and functional area What? Are you crazy? It requires perspective, Refer to poists on ex officio The sense making and decision making work of leadership teams is often cccooned ionside the organzation. Directoirs are encouraged to leave their community in the hallway and rely on the executive director and staff to interpret what is going on in the externnally if that gets any attention at all. The idea that those in the boards need to inhabit the territory between the organization and its community, Boards need to get out more, I am not suggesting for a minute that the board's experience of he wider community or the organizations stakeholders can be as informed as that of paid staff Experiential and sensual awareness... Terrie Timkin Perspective Image The image selected for this post in an internal photo of the Imperial Theatre in Saint John, New Brunswick, Canada. Once described as perhaps the ‘Finest Theatre in Eastern Canada,’ the structure was built in 1913 and financed by the Keith-Albee Chain of vaudeville houses. The Imperial was erected upon the site of the Lyceum Theatre, facing the city's king square park. The Lyceum was destroyed during the Great Fire of Saint John in 1877. The imperia; It saw many functions over the years and names but was returned to its original use and grandure in 1994 by over a decade of efforts of a dedicated group of citizens

Coaching For Change

gmacdonald

So, you would like to improve how your board of directors functions or the relationship between the board and executive director/CEO. Perhaps meeting turnout is poor, the group often gets mired in organizational details or meetings end up just being a series of reports. Sometimes there a bit of tension or uncertainty about who bears responsibility for what. Executive directors, boards, support organizations and even funders often consider training as the first response to the need for improved governance. However, boards and executive directors might consider leadership or executive coaching as another route to change. This involves someone from outside your organization serving as a coach in helping bring about a higher level of governance performance. Training, consulting and coaching are terms that have come to be used interchangeably in management circles. The idea of coaching has especially come into vogue as a tool for improving effectiveness of executives. Indeed it has given rise to coaching associations and certifications. The terms mentoring and peer coaching have also come into vogue. This article is intended to look at the idea of governance coaching, or governance leadership coaching, as a specific and largely unexplored approach to organizational development. One of the main challenges to improving the governance of non-profit organizations is that it is seldom of critical importance. Surprised? Don't be. Other issues and work pressures make it easy to push change in governance practices aside to another day. Can a coaching approach overcome this? I will construct and elaborate on a model of governance coaching and then compare it to my own largely model-less coaching experience so far. I have no expectation that everyone will agree with my design and some will have ideas to add. Hopefully this post will raise some important considerations that will inform boards and executive directors, future "coachees", as well as consultants offering their services as coaches.

Non-profits and coaching

Leadership or executive coaching has not been used as much in the non-profit sector as it has in the private sector. Half as much at best suggests an 2010 study of the sector in the U.S.A. In looking at the U.S. experience Compass Point Nonprofit Services and their three partners compared coaching to training and consulting, looked the pros and cons of this kind of help, and outlined in what situations an organization might use coaching. They also assessed the barriers faced by non-profits in using coaching, the financial cost being just one.((Readers interested in leadership coaching in the non-profit context will find Compass Point's Coaching and Philanthropy Project website of considerable value. It offers great resources. The two main reports on it are Coaching and Philanthropy: An Action Guide for Nonprofits, and the companion report, subtitled A Guide For Coaches)) The U.S. project did not deal specifically with governance coaching, although the resources provided are certainly of value to non-profits considering other coaching needs. These include building up a staff person's competency in a particular area, turning to active fundraising when there has been little, navigating a major organizational change or addressing work-life balance issues. In Canada, a decade ago now, there was interest across the sector in executive development, at least at the national level. This resulted in the exploration of leadership demographics and the challenges this presented, and stimulating some specific learning projects.((See for example a list of projects under the umbrella of the National Learning Initiative. More specifically see Elisa Birnbaum's Charity Village article Executive Coaching: Another Tool in the Toolbox (2009), the report on an executive director peer learning circle in Calgary by Keith Seel and Anita Angelini, Strengthening the Capacity of Executive Directors, Voluntary Sector Initiative and Community Foundations of Canada (2004) and Andree Iffrig's article on the Calgary project, also on Charity Village, Fixing a Broken Board: Peer Learning Circles to the Rescue (2008))) Although it would be nice to see some current research it is likely that the use of leadership or executive coaching in the non-profit context has grown at least a little on both sides of the border.

Elements of a governance coaching model

Conceptual models offer a way of breaking down a complex idea or set of relationships into its component parts so that it is not so mysterious and so it can be tested, used or applied by others. Borrowing some of the language from the Compass Point study here is a proposed "model" or framework. Governance coaching for non-profits is a highly focused set of interactions that:

Supports leaders to act in ways that will help their organization to be governed more successfully
Provides leaders with a confidential  and “safe space” for honest conversation and for identifying practical strategies for achieving specific goals
Involves planning, executing and assessing particular actions over a short period of time
Includes significant experiential learning
Bridges both the personal and the professional challenges of leadership

The elements described

The leaders, in this model, are the board chair and executive director/CEO.((The model may well work in volunteer-managed non-profits. Perhaps here two organizational leaders, the board chair and another director would be the "coachees")) I do not think one can effectively coach the whole board. And, I believe, it is best to coach these two as a pair of leaders, not individually. More on this below, including the realities of trying to do this. Coaching in this context must provide a confidential and "safe space" because what is said in coaching meetings will be about the whole board and about individual directors. But governance coaching cannot be only about others; it must be about the leaders too. The safe space is not just a problem solving one, it is also a practice one for the conversations that will likely need to take place with others. Those being coached need to know they have a source of support and feedback looking both backward at what they have they done or not done, and forward at what they will do. And governance coaching ought to be about achieving short term improvements. Why this is especially important will be explained. Experiential learning is the process of learning through doing and reflecting on the results of that doing. Governance coaching must be interspersed with actions that involve others, the whole board almost certainly. If, for example, one of the actions undertaken is improvements to the executive director's report to the board, the experience involves its preparation, its presentation, the board's reaction and the debriefing of this action with the coach. The one thing that distinguishes governance leadership coaching, and executive coaching generally, from other kinds of developmental help for leaders is that it is as much about the person being coached as it is about the changes they are trying to bring about. There are often barriers that stand in the way of leaders being more effective. These can be the result of their own imbedded fears, expectations, and habits. Coaching is not therapy but it ought to involve some self-examination by the leaders themselves.

Some foundations for governance performance

Efforts to improve non-profit governance can benefit from research, ideas and practices from a number of fields. I want to touch on three here. Most obvious of the three is the body of work on non-profit governance. Books, articles and online resources abound. Probably more of it is prescriptive than descriptive. One can find advice on the role of boards, the pros and cons of using committees, the structure of meetings and the board- executive director relationship.The list of topics is long and the body of good practice suggestions large if not varied. Governance coaching has to draw on these foundations. Most executive directors will know some of this territory already. Non-profit boards and their executive directors have, I think, more in common with workplace teams than legislative bodies. Much has been written about the growing use of teams in modern organizations in both technical and managerial contexts. This includes advice on what is required to move a team from underperformance to high performance.((Two classic works on teams in the workplace are The Wisdom of Teams by Jon R. Katzenbach and Douglas K. Smith, and The Five Dysfunctions of a Team: A Leadership Fable by Patrick Lencioni, published by Jossey-Bass in 2002.))The challenges faced by teams include trust building, the changing need for leadership, team member roles, the value of concrete goals and time frames and the extent to which team interaction is face-to-face or electronically mediated. What is often forgotten in the pursuit of change is the challenges we often face in interpersonal communications. Heeding what has been learned in the field of negotiation and conflict management can make a huge difference to leaders. It is not so much that change results in tension and resistance, as it is that leaders' own attachment to new ideas can block their interest in understanding others. I have written about difficult board conversations in an earlier post. I would add to this the need for greater awareness about the difference between interests and positions and the value of inquiry and listening before advocacy and telling. The fact that there is lots to know about what contributes to and stands in the way of effective governance does not mean that the board chair and the executive director need to take a course. They are already capable, intuitively if not conceptually, in these and other areas. A coach's job is to help them stand back and see these territories more clearly.

Why the board chair and the executive director?

I believe that the participation of the both the board chair and the executive director is key to effective governance coaching. I will get to the challenges this presents later. But why these two and why not just one of them? Here are my reasons:

The board chair is the head of the board, the ED the head of operations. So formally they are recognized as the two individuals most associated with the leadership of the organization.
Board chair-executive director interaction outside of board meetings is already important in many, if not most non-profits. Research has shown that the focus or subject matter of those interactions can be important to better governance. Coaching can strengthen the relationship where it is weak, moderate it where it is unbalanced and bring greater awareness to how their conversations can be focused.((Much has been written on the board-executive director relationship, but the research on the board chair-executve director relationship is especially pertinent here. See for example, Mary Hiland, The Board Chair-Executive Director Relationship: Dynamic That Create Value for Nonprofit Organizations in The Journal of Nonprofit Management (2008), and Effective Board Chair-Executive Director Relationships: Not About Roles! in the Nonprofit Quarterly, June 2017))
Coaching this pair acknowledges the existence of their two over lapping domains of interest and the need for a balanced approach to change. Practically, it is easier to schedule a series of meetings with two people outside of their other duties than with a larger number of players
The offer of coaching can be attractive "perk" to a board chair, not just to the executive director, for personal or professional reasons, or both.
The coaching sessions themselves provide an experience that can repeated by the chair and executive director in their action oriented governance conversations. They too take on a coaching role.
It is desirable to have two sets of eyes on the change process especially where the coach is not likely to be a direct observer of the actual change work.

While it may be very beneficial for the executive director or the board chair to receive coaching alone such a path runs the risk of perpetuating the existing power dynamics if they are not healthy. Even when the coaching is focused, as it will be at times, more on the chair's role than the executive director's, there is benefit of this dynamic being a visible part of every coaching session. Reality will, more often than not, get in the way of this ideal. At the very least it would be nice if these two parties, not just the coach, are conscious of the drawbacks to accommodation.

Immediate results essential

Unlike its parent, executive coaching, which is intended for longer term leadership development, governance coaching needs to promise and deliver some short term improvements if it is to capture and hold the interest of the parties. As I have already suggested, governance improvement is usually on the like to have not the must have list of executive director priorities. In short, governance improvement efforts are difficult to sustain, and sustaining the executive directors's involvement in particular is essential. They at least offer some continuity of impact. Board chairs come and go. I think that at least one governance practice action should be the outcome of every coaching session and that this action should be completed before the next coaching session. These actions need to involve others, board members likely, but they may not have to manifest themselves at the next board meeting. There are lots of positive improvements that can implemented in short time and even some that can be introduced without the need for consultation. I wrote about five in my Easy Board Home Improvements post. Some changes may have to do with the board chair or the executive director's behaviour.

Leadership coaching, peer coaching or mentoring?

Coaching, if one looks at its common definition, is about supporting and guiding the person being coached. It may suggest that the coach is an authority in terms of knowledge and experience, but it does not imply that the coach is above the coachee in terms of power. The terms peer coaching and mentoring are also in use in the context of leadership development. Here is a definition of peer coaching: Peer coaching is a confidential process which two or more professional colleagues work together to reflect on current practices; expand, refine, and build new skills; share ideas; teach one another; conduct ......research; or solve problems in the workplace.((Pam Robbins writes about peer coaching in the context of teaching in the schools.This definition is from an excerpt of her book A Definition of Peer Coaching found on the website of the Association for Supervision and Curriculum Development or ASCD)) Peer coaching can be a useful for executive directors whose peers are likely to be the EDs of other non-profit organizations. Many would say that their professional networking offers them a measure of peer support and advice. Who might be the peers of board members is much less clear. Peer coaching can be a very structured process. Stew Friedman distinguishes between “directive and non-directive coaching” , He suggests that both may be necessary if the process is to bring about change.((Stew Friedman, Honing Your Skills as a Peer Coach, Harvard Business Review, February 23, 2010)) Directive coaching, he suggests, is about providing feedback, non-directive is mostly about asking good questions. The idea of mentoring has also become popular. It is about relationships too, but much more focused on the experienced or more knowledgeable person helping to guide a less experienced or less knowledgeable person. Mentoring relationships often tend to be voluntary ones and lightly structured in terms of responsibilities, frequency of interaction and measurable goals. Descriptions of formal mentoring programs though suggest that they too are similar to coaching.((There is lots out there on mentoring and mentoring programs. One 2011 Canadian article on Charity Village site is Trina Isakson's How To Design and Evaluate your Mentoring Program. Here are two 2017 articles on mentoring that shed light on good practices, both from Harvard Business Review. They are Anthony Tjan's What the Best Mentors Do and Vineet Chopra and Sanjay Saint's 6 Things Every Mentor Should Do)) In advancing non-profit governance the terminology associated with who to involve in one's personal or professional development, whether it is a coach, a peer, a mentor, a guide, an advisor or an elder may be important to some.

Coaching ethics

As I already suggested a leadership coach is less the wise person and more the seeing person, less the expert and more the provider of some fresh ideas. Any executive or leadership coach ought to have considered his/her own practice ethics. These will likely include putting the client's interest first, respecting boundaries and cultural traditions and recognizing that leadership involves cultivating the heart as well as the mind.

Are you ready for coaching?

How many coaching sessions and over what time period?

From my experience I would think that four 1.5 hour sessions would be the minimum governance coaching intervention. The work of testing and assessing new practices or technologies would, to the extent they manifest themselves in board meetings, take at least six board meetings to see some lasting results. If I was coaching a governance leadership team I would start by proposing 4 meetings over a year long process.

Meeting One: introductions, expectations and survey of improvement interests & options, and agreement on coaching
Meeting Two: Identification of initial improvements to be attempted, coaching on approach and time frame for action, setting dates for follow-up meetings
Meeting Three: report on actions, results, barriers, other actions to be taken by the executive director and/or the board chair
Meeting Four: Reflection of progress, decision to continue coaching, if yes, selection of next improvement measures and time frame

Some reflections on experience

So, will this model work in reality? Although I have lots of experience trying to assist executive directors and boards but only recently have I tried to do this as a coach. I have worked with about ten pairs of governance leaders over the past two years. Mostly I have done this without charge, in part to see what I might learn about a taking a coaching stance.

It is hard to find an interested chair and an executive director pair.
Interest expressed in coaching was sometimes just about curiously
Where a executive director was interested the chair was often within a couple of months of stepping down from this post.
The executive director's interest was easily supplanted by crisis situations, often HR challenges, operational or agency funding concerns, or their own professional or organizational goals
My initial conversations tended to focus on learning about the situation and "selling" one governance improvement, as a way of getting them interested
I was not persistent in following up or checking in with the client; I relied on them getting back to me after the first meeting.
I had nothing to send the client to describe the process, the coaching arrangement or outline expectations
The issues that prompted a coaching inquiry sometimes sought to address situations which required longer term solutions such as a board recruitment

Other Questions In sussing out the model many other questions have come to my mind. Some of these I address in the print version of Coaching For Change [PDF]. These questions include:

Why is training so often the "go to" vehicle for governance improvements?
Might coaching include some from training or consulting?
Should the board be consulted about changes to their practices?
What is the cost of governance coaching?
The case for formalizing the coaching relationship

Coaching For Change [PDF]

Feedback Invited

Governance outside the boardroom

gmacdonald

This post follows up on "Making Sense of Stakeholders" I said in that post that I might explore the idea of stakeholder engagement. Engagement ought to focus on key stakeholders. That is easy It is the step before key stakeholders here Visit a sister organization Schedule some open or joint board discussions Enter into a formal relationship with another organization This the Community engagement governance

Vision Matters Too

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Nonprofit organizations must be guided by their missions. You have probably heard this before. Some in the sector would say that mission is of primary importance. Organizations need to articulate a powerful mission as a guide boards, staff and supporters. Mission matters most, but vision matters too. It, more than mission, is a reminder that in many fields of non-profit work, collective impact is essential to change. Mission is about your organization's role, vision is about what you, and others, want to change. Susan Fish says, in a great 2012 Charity Village article on this topic, that most boards and executive directors cringe at the idea of exercise in crafting mission and vision statements. My own review of organizational mission and vision descriptions suggest there very little clarity in the sector around format and language. Maybe there does not need to be. There are lots of examples, good and bad, to learn from. about the with the Much has been written about the differences between mission and vision, about the value of clarity to leaders of clarity that mission provides, about how one can and should craft mission statements and in what contexts they are created and used. My goal here is to encourage leaders to take out and dust off their vision statement.

Words can have power

There are at several kinds of statements that most in the sector would agree part of most non-profits key. They are statements of

Vision
Mission
Values
Strategic focus areas
Strategic goals (in each focus area)
Operational Plans

Some might advise that there is a also need for an action plans. I would probably add to the list a statement of about the organization's business model. Kim Jonker and William Meeham III, in the 2014 SSIR article Mission Matters Most, suggests that in their experience vision and mission statements are often redundant. This echos my experience too. Not a lot of thought is given to the distinctive role that each can play. In the defence of many nonprofits, it is had to see the value to the idea of collective wordsmithing exercise that is involved either in time spent or use of the result. Exercises in coming up with statements seem to favour brevity and as such can strip out a more complex understanding. Your vision ought not be exclusively yours Your organization will not be the only one that desires this end state Take for instance the New Yorks' Museum of Modern Art whose mission if you read the first sentence of a broader statement of purpose is to be the "foremost museum of modern art in the world" But their statement says that they seek to encourage "ever-deeper understanding and enjoyment of modern and contemporary art by the diverse local, national, and international audiences".... This takes on more of the character of a vision. I have looked around to see if there is a definitive piece on vision and mission. No absolute understanding of vision and mission..... If mission sets boundaries around what the organization does, vision takes them away.

Mission

What the organization does - the field of work it is in
Who it does it for - the beneficiaries
How it does it - what are its mechanisms for change

Present state/present tense Practical Action oriented There are lots of examples Mission is important for focus. It is what distinguishes your organization from all others, in your mind and ideally in the minds of others.

Vision

Vision it would seem, precedes mission. In other words, mission is an organization's piece of a greater goal, its role in a larger change project. If mission is the field the organization works in, vision is the field itself. One of my longtime favourite sources, The Community Toolbox, a service of the Center for Community Health and Development at the University of Kansas in the U.S. says this about developing vision and mission statements: Your vision is your dream. It's what your organization believes are the ideal conditions for your community; that is, how things would look if the issue important to you were completely, perfectly addressed. Vision is important for working collaboratively with others in your field n

My Non-Profit is Different: Group Home

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This is the first in what I hope will be a set of posts for non-profits that are different. What I mean is organizations that have a social mission, are small, have staff but not likely a executive director. They are organizations managed and to some extent operated by a volunteer board. Inhabits the territory between an all-volunteer organization and an organization governed by a policy board. For organizations that are "different" are there any governance ideas that make sense? This post focuses on group homes, residences established by a set of families to provide care and support for their loved ones. While there are non-profits that manage multiple group homes or residences, here I am focused on ones that manage one, have a few clients or residents who will be with them for multiple years, and that do not seek to grow (scale up is the modern). This does not mean that the organizations are without aspirations (no organizational aspirations)

Vision, Mission and Values

gmacdonald

Confusion Too much attention to elevator pitch - try to convey too much information Too much attention to saying as little as possible (tension with Elecator pitch) There is lots of good resources on the (how to) articulation organizational vision, mission and values. There are also lots of mediocre ones, many that seek to bridge for profit and non-profits. They are not the same Habitat for Humanity: A world where everyone has a decent place to live Special Olympics: To transform communities by inspiring people throughout the world to open their minds, accept and include people with intellectual disabilities and thereby anyone who is perceived as different. (28) Creating effective mission and vision statements starts with asking questions, Sandra Cyr. Philantropy Journal News, December 2, 2013 Mission, Vision and Values Statements, New Hampshire Center for Nonprofits (PDF) (2013) Mission, vision and values, Jane Logan (2005) Charity Village What is the Difference between Mission and Vision - Network for Good (2008) Vision and Mission Statements -Bridgespan

The board needs to get out more

gmacdonald — Fri, 19 Jul 2013 17:04:46 +0000

In the June 24, 2011 edition of the online publication Philanthropy Journal, Terrie Temkin, a Florida-based consultant, suggests that “the board needs to get out more”. This struck me as being really good advice. The phrase is worth repeating and its meaning explored. In essence boards will be more effective when directors are able themselves to bring some mission-related experience to the board table. How often is this the case? Not often would be my guess. Boards are often chosen for their fundraising, political connections and/or professional expertise. Knowledge of the field is usually resides with the executive director and staff. I do not think the idea around getting out more is about the board developing expertise; it is about identifying looming questions about the community and cultivating strategic curiosity about possibilities. Away from the board table the board’s work is about seeing, listening, and understanding. It is not purely a rational or intellectual pursuit. Exploring what is happening in one’s community requires some relaxing of the need to fix on a clear and predetermined destination. It is perhaps just as much about getting out as the quality of particular encounters. Richard Chait, Bill Ryan and Barbara Taylor, in their 2004 book, Governance as Leadership: Reframing the Work of Nonprofit Boards make the case that boards need to do fiduciary, strategic and generative work. Exploring the world one’s organization operates in is essential if one is to govern strategically and generatively. Fiduciary governance, the stuff of agenda driven business meetings is not enough in the long term. Getting out enables directors and staff have a common experience of “working at the boundary”, essential to strategic and generative thinking. The techniques that Temkin suggests for doing this are very good ones: they include “by the way talk” and meetings with other boards and external stakeholders. This suggests that governing involves thinking around the board table and thinking away from the table. Around the board table a director's talents involve involve sorting existing knowledge, identifying options, deliberating and decision-making. What are the opportunities to be pursued or problems to be solved? Ideally this involves rational analysis, the identification of options, looking at pros and cons. It involves making decisions. Away from the table the act of governing is less directed, less instrumental, and less urgent for the organization. However, it is more important in the long run. While clearly the governance work needed by non-profit organizations will change depending on where they are in their development and what their external circumstances may be, some time for more exploratory work should be sought out. (The above image, although not quite a representation of the meaning of the board getting out more, is one of an Ecology Action Centre board, staff and members gathering at Windhorse Farm, a popular ecological and meditative retreat in Nova Scotia)

Kenneth Boulding's Triangle

gmacdonald — Fri, 19 Jul 2013 17:05:40 +0000

Kenneth Ewart Boulding (1910 –1993) was an economist, educator, poet, religious mystic, devoted Quaker, systems scientist and interdisciplinary philosopher. He was nominated several times for Nobel Prizes in both peace and economics. Boulding was born in Liverpool, England and taught in the United States at the University of Michigan for seventeen years and later at the University of Colorado at Boulder. He was co-founder of General Systems Theory and founder of numerous ongoing intellectual projects in economics and social science. His approach to understanding the world focused on its interconnectedness, how things relate to other things. He wrote too about the place of philanthropic activity in society. One of his less well known contributions to the world of organizations and institutions is called, I believe, the Boulding Triangle. It is helpful in thinking the relationship between civil society, the economy and the state and the features of organizations that inhabit each sphere. It is depicted below. Boulding proposed a simple conceptual scheme to map out this terrain of which the above is an example. The triangle contains three ensembles of organizations and institutions dominated more or less by different organizational mechanisms: quid pro quo exchange in the market economy, coercion and redistribution in the polity or state, and gift, solidarity or reciprocity in the community or civil society quadrant. What is particularly interesting about the diagram is that each of these mechanisms in its purest form is located at one of the apexes; all the inner territory represents organizations and institutions embodying different mixes of mechanisms. In other words, in the middle organizations in one sector begin to take on the characteristics of the other sectors. They become hybrids of a sort. Where would Professor Boulding, if he were still with us, place the Occupy Wall Street movement in the diagram? Would non-profit social enterprises and cooperatives fit more in the middle of the diagram? Would all legally incorporated non-profits comfortably reside in the civil society third of the triangle? The Boulding Triangle is a reminder to be careful not to lump all non-profit organizations together as if they were a distinctive and separate sector. I hope, in future posts, to focus on some of the differences among non-profits organizations in terms of their key mechanisms, some sector outliers perhaps. Thanks Kenneth! This image of the Boulding Triangle is the property of Governing Good, It should not be used without permission.

Flower Cart Blooms

gmacdonald — Mon, 22 Jul 2013 21:22:00 +0000

Most non-profit organizations are serious about the services they provide. Some are also enthusiastic about how well they govern themselves. Nowhere is this more case than with the Flower Cart, a curiously named, but very successful agency in Nova Scotia’s Annapolis Valley. The Flower Cart provides training and vocational support services to adults considered to have an intellectual disability. The organization’s name originates from an actual wooden flower cart that was parked outsider the original building when the organization was founded in 1970. The Flower Cart has a budget of almost three million dollars, half from government programs and half from earned income from social enterprise activities. Its income generating activities include a wholesale bakery, a wood shop and a food packaging operation. It is well known in Nova Scotia for its success in creating employment partnerships for their clients with companies like the internationally known Michelin Tire and local success story Just Us Coffee Roasters. The Flower Cart also deserves to be well known for its dedication to being well governed. This commitment is in part reflected by the organization’s ongoing investment in training board members through Dalhousie University’s online Improving Non-Profit Governance program. The photo above depicts the Flower Cart’s board holding the certificate they as a whole earned for the strides they have made in improving their governance practice. The strength of their approach to governance is reflected in their robust statements about how the board governs the organization and their efforts in measuring and communicating their “social bottom line” impacts. The Flower Cart’s commitment to governance involves work around the board table in and at the organization-community boundary. As part of their strategic planning initiative they have been talking about their stakeholders – who are they and what their interests are, and they have started talking with some of them. Most recently the executive director of the Nova Scotia Association for Community Living, an organization with whom the Flower Cart shares clientele, attended a board meeting. They plan to invite others to their board table over the coming months to deepen their understanding of their community.

Jigs, reels and non-profits

gmacdonald — Tue, 24 Sep 2013 23:22:51 +0000

Here there is more to Scotland than a curiosity about "hairy coos" and ancient castles. Now some senior Nova Scotia government officials are all abuzz about importing social enterprise ideas from across the sea where they feel this idea has taken root more so than here.

Thirty percent of Nova Scotians claim Scottish ancestry and, in the last thirty years, our own Celtic influenced cultural traditions have been reborn in music, dance and language. Do we need a lesson about how to play differently where non-profits are concerned?

What are social enterprises? Essentially they are non-profit organizations (in Canada charities and provincially incorporated non-profits that are not charities) that earn at least 50% of their revenue from market activities, typically the sale of goods and services. The definition of who is included in this cross-cutting category differs widely; publicly created organizations, those that provide contracted government services, co-ops and credit unions are sometimes in the mix.

Social Enterprise Scotland lists 147 member organizations who meet their own definition. A recent study by Amanda Tarr and George Karaphillis of Cape Breton University surveyed some 100 social enterprise organizations in Nova Scotia. Even if one accepts that the numbers of enterprises in both places are far from a complete picture, Nova Scotia, with a 1/5 of the population of Scotland, is leagues ahead, on a per capita basis, in terms of number of social enterprises. So why the sudden excitement about Scottish social enterprise?

Partly it has to do with government grasping at economic development straws, partly with the acceptance of a less activist public sector even on the left of the political spectrum. Public servants are not very familiar with the breadth and depth of how non-profit organizations are supported here although they are quick, like their political masters, to champion the idea that volunteerism has a bigger role to play. Apparently the jig is up on more public funding; communities need to get reel is their message.

We have a number of well known organizations in Nova Scotia that utilize social enterprise strategies. Indeed, we have a long-standing tradition of social enterprise dating back to the early co-operative and credit union movements. Modern examples include The Flower Cart (profiled in an earlier post), Prescott Industries, the Elizabeth Fry Society, and Lake City Woodworkers.

There may be merit in government taking a more strategic approach, supporting the creation of social enterprise non-profits where there are gaps in areas of non-profit activity here that have been successfully filled in other jurisdictions. This however would require a more activist public sector. Activism isn't just about more funding, it is about turning to older not newer tunes.

Conduct becoming

gmacdonald — Tue, 24 Sep 2013 23:24:06 +0000

A group of students at Mount Allison University in New Brunswick, one of Canada’s premier small post-secondary institutions, started a music project in 2001 they called "Conduct Becoming" to raise money for cancer research. The students decided their project should recognize exemplary behaviour, not the opposite, with which they were so often labelled . The Mt A students started recruiting, recording and promoting budding musicians at the University. Conduct Becoming has grown in its ability to reach out to emerging performers as a platform for local artist development. Indeed, the project has helped launch the careers of many local East Coast musical talents while continuing to raise monies for a worthwhile cause. As the Mt.A students realized we do not hear much about good behaviour, about better defining the desired path. Worries about bad behaviour in non-profit organizations, unfortunately, have not waned at all. Increasingly there is pressure to adopt rules that address the ethical concerns of funders, donors, staff and other stakeholders. Most of the attention is around financial and fundraising practices, and of course, conflicts of interest – the rules and procedures that address the potential for behaviour that, in the broadest sense, results from divided loyalties. An idea that has not received much attention in the area of good conduct, is how board members treat each other and the staff of the organization. I have heard many stories of conduct “unbecoming” to a strong and dynamic board and therefore created a sample Board Members Code of Conduct policy (it is on the Sample Policies page). It contains a list of items, not all of which have been issues for every board. It may be useful for generating discussion around the board table about what people expect of each other. I have revised this sample policies a number of times, often in response to appeals that the items be framed more positively, in effect making it all about “conduct becoming”. I am not there yet. If readers have any suggestions for improving it, or examples, especially positive ones of board member behaviour, I would welcome them. Image is one from a series on the Table Lands, part of the dramatic landscapes in Gros Morne National Park in Newfoundland and Labrador, Canada's eastern most Province. © Magi Nams. Used with permission.

Board Members as Advocates

gmacdonald

Is your non-profit organization sparking up for what it believes in, calling for action? Federal regulations in Canada now allow charities the freedom to get involved in changing public policy, in effect, to push for system change. But what does this mean for volunteer boards, especially those of organizations whose work is focused on delivering important services? Perhaps you are thinking "we too small an organization to make a difference", or, "we do not really have the time to to rock the boat". You might also think "isn't the territory of organizational activism best left to staff?" This post explores the idea that individually, non-profit board members, and collectively the whole board, has a role to play in pushing for improvements in laws and regulations affecting their communities. Yes, clarity around staff and board roles here is important, but this territory is not that difficult to to sort out. And, while advocacy work requires some commitment of resources, there are many ways boards can do more to lend their voices to change. So here I am going to take a look at what public policy advocacy involves for non-profits, especially those that typically shy away from trying to change the broader state of affairs. My exploration focuses the the board's place in leading and/or joining with others in a concerted, sustained efforts to influence governments and private sector interests. It will look at some different strategies an organization might adopt and I have included sample policy or tool designed to help boards decide to take a stand.

Lets dive in

Although non-profits have to be careful that they do not engage in partisan efforts, the door of public policy advocacy was opened much more widely in Canada with changes announced in January 2019. The details of this change are linked below. U.S. readers will find much of what follows relevant to non-profits there. In an October 2019 post I wrote on the the quieter role of board members as mission ambassadors, The ideas there were intended for all organizations. This post is a bit more targeted. I believe that most non-profits do their good work quietly and without fuss. When they interact with government it usually has to do their funding. Sometimes board members have a role in these kind of conversations, but not usually. This is probably a missed opportunity.(( Board member visibility in funding discussions)) Some kinds of non-profits, environmental organizations and human rights groups for example, are in the news frequently. Advocacy, which includes public education, is a core activity for them. But what about non-profits whose members do not frequently find themselves walking outside their legislatures with signs, standing up in a public forum or holding press conferences? The focus here is on non-profits speaking up and out in their community, and the generally unexamined role of the board itself. The focus is on public policy advocacy, the work of making a case for change to legislators, and to the public servants who often craft the particulars.((Advocacy can be about seeking more funding for one's agency or trying to get more assistance for a particular client. These actions are not the focus here.)) I have noted throughout the post some resources on this topic. A particularly good one though is The Ontario Nonprofit Network's 2019 30-page Advocacy Toolkit. They can be found here.

So, things have changed

In Canada, non-profits registered as charities or in the U.S.A tax exempt organizations, have long been prohibited from engaging in partisan political activity, that is, from urging people to vote for or against a particular candidate or party. In Canada at least, the rules are now much clearer about non-partisan advocacy. Non-profits who have charitable status are no longer prohibited from urging existing governments or those seeking to form governments to enact better laws and regulations. As of January 2019, charities are now welcome to participate in the formulation of public policy, to make policy recommendations directly to legislatures and to educate their members, key stakeholder and the public about the need for change. The rules around political activity of charities became clearer with the publication of Public Policy Dialogue and Development Activities by Charities by the Canada Revenue Agency. With the passage of this new legislation (Bill 2 in 2018), the federal government has introduced a new set of rules to govern public policy advocacy by charities. Non-profits that are not charities are not restricted by such rules although they may run foul of government lobbying legislation. The rules say your organization can engage without limitation in public policy dialogue and development activities as long as those activities further your charitable purposes and are nonpartisan. These used to be considered "political activities". No longer is this the case. Non-profit can undertake research, convene discussions and conferences, and attempt to inform the public and shape public opinion. These activities can purposefully strive to influence the laws, policies or decisions of a government. While lots has written on nonprofit engagement in advocacy work ((See for example see articles in the Philanthropist including John Lorinc's March 30, 2020 piece Charitable Sector Gradually Adjusting to a New Regulatory World that Allows Unlimited Engagement in Public Policy Dialogue or Joanne Cave's 2016 piece The Changing Landscape for Non-Profit Policy Advocacy ))

Advocacy vs lobbying

English language definitions of advocacy and lobbying suggest that both terms represent "an attempt to influence another's decision". Many governments have taken measures intended to limit, or at least bring out from behind closed doors, the presence of paid lobbyists. From a legal point of view these are not considered different activities in most jurisdictions. The federal government and most provincial governments in Canada have rules on lobbying government focused on bringing lobbyists and who they represent out into the open. Although they were intended mostly to private sector, a non-profit whose staff have a lot of interaction with government, efforts by those not in government to influence policy makers. Lobbying is seen as promoting one's own interest by stealth or in a clandestine or secretive manner, underhanded, sneaky, covert Lobbying is what a paid "agent" (a "lobbyist") does to seek a benefit for an particular organization or industry .Governments in Canada, certainly Federally and provincially (Nova Scotia) require the registration of lobbyists. The rules about who is a lobbyist and therefore engages in the lobbying government officials are not, in every jurisdiction, as clear as one would like. However, as a general rule, non-profit boards and staff would not be considered to be lobbyists, especially if they are seeking changes to broadly benefit the community. A May 2019 article by Mary Childs of the law firm Miller-Thompson offers some clarification. It is here. Nonprofits that occasionally decide to embark on a campaign to change the law, probably need not about breaking any rules about lobbying. The Nova Scotia Registry of Lobbyist 12 days over 3 month ((mmmmm here))here

Board members speaking out? Uh-oh

If you are an executive director you are likely fine with board members contacting someone to urge them to make a donation to your organization. But what about their involvement in public outreach, community relations or even public policy advocacy. "Whoa", you say. "I do not want my board out in the community speaking for us, or even of us. We have rules about that". Understood, but there is quite a bit of distance between board members standing in front of a camera and microphone, or tweeting from their own account, and keeping their volunteer involvement with your organization a secret. What is does the territory at the front end of this spectrum look like? And remember, advocacy is not about your organization, indeed, it may be about eliminating the need for your organization. Effective public policy advocacy requires deliberate actions. thoughtful strategy and clear messaging. If boards or board members are to be part of the chorus for change, they also need to be involved in the planning. My sample policy is designed to help with this.

Advocacy w ith

Nearly every charity and non-profit works in an area where they have sister organizations, groups that have similar visions but different missions, or groups with similar missions but different geographic or demographic reach. Few organizations are influential enough to influence public policy on their own. Effective advocacy often requires that non-profits join forces formally to campaign for change. Who is leading the effort to influence public policy will be a factor in a decision to speak out.

Advocacy for what

What does a board need to know about public policy advocacy? Some of the questions that your non-profit need to answer are:

What is, or are, the issue(s)?
What level(s) of government are primarily responsible?
What existing laws or regulations need changing or what new laws or regulations would be an improvement?
Is the public policy in other jurisdictions better than our own? How so?
Are there different options our governments might want to consider such as a phased in approach to change?
What would be the costs and benefits of these changes for communities in the long run?

Types of Advocacy action

In my opinion there are only a few distinct kinds of advocacy for board-level action.

Litigation

Challenging governments in court is not a common public policy advocacy strategy in Canada. It does happen occasionally when non-profits feel government are infringing on the rights of Canadians or not folllowing the rules established in existing legislation or regulations and or is challenging the governnant;'s interpretation. ((For more on the use of litigation as a public policy tool in Canada see Marcus Owens, Litigation As A Tool For Achieving Public Policy Goals: The US Experience in The Philantrpist, February, 2014 here or Eugene Donati, Opposed Triangles: Policy and Regulation in Canada and the U.S. in Policy Options, April 2001, here.)) Legal challenges can go to the courts or to any one of a number of formal tribunals. Few non-profits are in a position, legally or financially to take a government to court to change a laws or their application. However public interest litigation is on the upswing in Canada on matters that include aboriginal rights, environmental protection. More likely public policy advocacy by non-profits in Canada involves

Meeting with elected officials and public servants
Attending public and stakeholder meetings
Surveying and presenting the views of candidates for elected office
A media campaign
Public education
Organizing petitions and submitting letters
Organized demonstrations

The political capital of the board

Chait, Ryan and Taylor suggest that the working capital needed for effective governance is a mix of intellectual capital, reputational capital, political capital and social capital. ((Chapter 7)) Two of these, reputitional capital and policy capital seem most relevant here. Not all boards are made up of people of whose talent and integrity are widely known. Indeed, board membership itself can confer status (atrusiam, authencity). (Credibility, objectivity, dedicated volunteers) Few non-profits leverage much value from the the boards reputation capital. Advantage is to had when board members act, even in small ways, on the organizations behalf drawing attention to its mission. Indeed it is outside the board room where reputations are created. Despite their missions non-profits are not above politics, at least as far as public policy. Framing the direction of public policy. Framing the problems facing the community. Conserve political capital. PBpard member presence where influence is exerted and negotiation takes place Personality not evidence, logic (add to rationality)

A Policy Approach

I would not have thought that one might create a advocacy policy to help guide a board. But then I discovered a 2008 piece on the topic by Jan Masaoka, the CEO of the California Association of Nonprofits. I have referenced her work many times before. Her article "How To Take a Public Policy Stand, with sample criteria, was published in the online publication, Blue Avocado. You can read it here. I have taken Jan's suggestions for some criteria that boards should consider when thinking about wading into public policy advocacy waters and have created a sample policy. Taking Jan's idea that the policy include some decision criteria with regard to

Role of the Board
Advocacy campaign leadership and planning
Importance of organizational expertise
Advocacy communication
Role of the Board

...

Making Sense of Stakeholders

gmacdonald

You have probably heard it many times before: non-profits need to be well acquainted with their stakeholders. Is this meaningless and unnecessary advice? What about the suggestion that their governing boards not just staff need to have a feel for their organization's stakeholders? You may even groan at the suggestion. What is true though, for directors heavily focused on overseeing their organization, taking the time to look out wards at the territory it inhabits is essential to good governance. Taking time to consider and get a feel for your stakeholders is essential for leaders at the helm of causes that require collective community action. As the founding coalition get replaced with a formal board, the larger vision takes a back seat to more focused mission centred work. The character of the board also changes. irectors, as a group, become further removed from their communities, even if their staffs do not. Boards need to re-aquaint them selves with their stakeholders. The cause-related players in your community that were there once upon a time may not be important any longer. The board's work on this front is not about acquiring expertise, it is about being able to make sense of the external environment. Is the attention your organization is giving them the right kind and amount? better decision making as strategic planning is not the driver here... Grappling with one's stakeholder environment can start with a boardroom exercise. It is sometimes called stakeholder mapping. The idea though is not just to name or locate them, it is to sort them. And the sorting is not about categories such as members, clients and beneficiaries, funders, or policy makers. Sorting them is a is about gaining a shared sense of external terrain Read on By now some readers will ask Stakeholder engagement is also an idea you have heard. I am not sure I am a fan of the term but I will save to a later post. It will outlining some modest ideas for governance outside the boardroom where your stakeholders live.

Why look outward?

Non-profit directors and executives can get wrapped up in the paraphernalia of good fiduciary governance. This includes fundraising, director recruitment, managing budgets, creating and reviewing policies, ....dday-to-day work of their organiza The kind of govenance work present at the organization's creation fades in the past. Directors become temporally and politically removed from the vision and from the changing complexity of the environment. Even if directors are individually well connected, collectively their work overseeing the organization can be quite introspective. Over time boards glimpse of their organization's world is one seen through their executive director's eyes. Difficulties dealing with some stakeholders is revealed to them but the complexities of the overall environment is not.

Who are stakeholders anyway?

The term stakeholders refers to the organizations and groups who have relationship with the work of one's organization.(()) A stake in its success..This includes members, clients, staff, funders, regulators, policy makers and even sister organizations.They will be the players in a non-profit's field. It is useful to distinguish between internal & external stakeholders. Clients or direct beneficiaries of ones's programs are central to the organizations work. The same must be said of staff. As important as these two groups are, from a governance perspective they are internal. The challenge for many organizations will be to look more broadly at one's external environment. While there are broad categories of external stakeholders, it is not useful to anyone's understanding to employ terms like government, the community and business. The same would hold true for terms like funders or the general public. These categories need to be unpacked. Stakeholders need identified by name as if you were going to knock on their door.

Stakeholder analysis and board expertise

Directors, except the founding directors perhaps, will never have the stakeholder knowledge that organization staff will have accumulated. Staff in many non-profits interact daily with others players in the community, certainly at a program level. .... Staff however, will bring it the map their own biases, So, a stakeholder analysis exercise is generally not about taping into the existing wisdom of directors. It is also not about increasing their expertise.It is about enhancing the intellectual capital of the board and CEO as a group, its common knowledge. Such understanding needs to run wide rather than deep.

Sensemaking

Getting acquainted with your stakeholders is not about finding new sources of money or informing a key board decision. It is about sense making, but sense making with a particular character. Sense making, according to MIT professor Deborah Ancona, is an activity thay "enables leaders to have a better grasp of what is going on in their environments, thus facilitating other leadership activities such as visioning, relating, and inventing"((see Ancona's chapter Sensemaking: Framing and Acting in the Unknown." in the Handbook of Leadership Education, 3-20. Thousand Oaks, CA: Sage Publications, 2011. https://www.sagepub.com/sites/default/files/upm-binaries/42924_1.pdf))

The term was coined by organizational psychologist Karl Weick. Says Ancona. "Weick likened the process of sensemaking to cartography. What we map depends on where we look, what factors we choose to focus on, and what aspects of the terrain we decide to represent. Since these choices will shape the kind of map we produce, there is no perfect map of a terrain. Therefore, making sense is more than an act of analysis; it’s an act of creativity"((Debora Ancona, Thomas Malone, Wanda J Orlikowski and Peter Senge, In Praise of The Incomplete Leader, Harvard Business Review, February 2007))

Stakeholder mapping

In the spirit of Karl Wick, your organization's stakeholders then can be mapped. There are a number of mapping approaches, six at my last count.((Wikipedia's overview of stakeholder analysis and mapping provides a good summary)) Two that I like are the influence-interest grid and the stakeholder concentric circles approach. The influence-interest approach asks you to identify who in your environment has power or influence and who's is most interested in your organization's success? Power is often manifest in financial or political influence, interest is more about shared goals and level of awareness. The grid requires you to distribute your stakeholders among the four quadrants depicted below. As a mapping exercise the first question is where do we see our stakeholders residing now, Once this is done then you can consider where would we like them to be? This exercise ought to begin with a listing of your stakeholders. The exercise, if its to be meaningful, requires some debate on where some of your stakeholders reside. They cannot all be "key players" (high power-high interest) for practical reasons if nothing else. The exercise also requires you to stand in the shoes of some of the stakeholders in order to get some sense where they see you. A key funder of your organizations's work may be key to for you but if they have a number of organizations they fund, their interest in you will not be paramount. There are lots of internet resources on the first approach including slightly different versions of the grid. Mapping ones stakeholders by placing them into a set of concentric circles also can work. This approach can really benefit from some conceptualization of what each of the rings means. Terms like core, direct and indirect may apply to categories of beneficiaries, but perhaps not I like the influence-interest (or power-interest) grid model because it is conceptually stronger. The idea of core stakeholder, direct or indirect stakeholder, or primary, secondary and tertiary are vague. I would caution governing groups to avoid categories of stakeholders (like elected official, government, policy makers, clients, funders, partners) There is not a correct and incorrect way of stakeholder mapping and the idea of getting your map "right" not really the goal. Equally important is realization that a stakeholder map is created at a point in time. The idea of stakeholder mapping is not to make every group equally important Here are some important stakeholder mapping questions((Thanks to the UK's Know How Nonprofit website for the inspiration.))

Do you have too many to cope with in any box or ring and do some need to be moved?
Are your stakeholders in the right places?
What do you need to do to move them?
What should your stakeholder management activities be in each field?

I have created a stakeholder mapping exercise for the boardroom. It requires a dedicated meeting of 1.5 to 2 hours. It also asks for some director preparation in advance as well as followup in terms of a stakeholder "master map" and a modest action plan. If you are interested in receiving this tool please contact me. There is not cost.

Stakeholder and owners

If your organization has adopted the Policy Governance model devised by John Carver then your stakeholders are a larger set of organizations and groups than those you would call owners, legal and/or moral. Carver refers to the owners as a special class of stakeholders, those who give the organization its legitimacy and to whom, and on behalf of whom, a board governs.

Stakeholders and strategic planning

Any organization that has recently undertaken a strategic planning exercise will be familiar with the idea that key stakeholders should be part of the process. A stakeholder map can be of help in strategic planning but I would be careful about creating such a map solely as step towards a strategic plan. Plans are often too instrumental...

Stakeholder Engagement

Collective community impact Understanding your stakeholders is a step in the direction of collective community impact. More than partnerships and more than collaboration((www.collectiveimpactforum.org))

A door to the outside

I said at the outset that stakeholder analysis can provide a governing group with a window on the world and and even a door to it. Governance cannot be accomplished by sitting around the board table. The sense making value comes into its own when it results in some I like the term getting acquainted with stakeholders because...While I have tried to make the case that a stakeholder analysis exercise is a valuable governance tool it really comes into its own when it results in action. Executive directors can take board member along on a visit. Board members can Relations between organizations at a governance level.

A Measure of Evaluation

gmacdonald

I've been working on a board meeting evaluation tool. It is a self assessment. There are a few of them out there. Given the expectations made of non-profits by funders and academics to evaluate their performance surely such a tool is way down the list of important assessments. This got me thinking. Perhaps, there is a hierarchy of evaluation. Some is relevant to large scale or community change, some to the work of organizations and groups within those organizations. It might be that measuring and evaluating one's work, and then acting on the learning, gets easier the lower down one goes. That is to say, the more complex the situation the more difficult it is to assess their performance which, for many non-profits, is intended to contribute to individual and/or community benefit. I will get to the my board meeting evaluation tool in a bit. First, I want to sketch out the evaluation territory. What do we mean by measurement and by evaluation? What might a "hierarchy of evaluation" look like and where would my little evaluation tool fit? It may be helpful for board members, executive directors and staff to see how the levels of evaluation fit together? Evaluation is a huge topic, indeed a maze, upon which much has been written. I am not going to try to map it all our let alone provide a route to follow through it. But I think I can offer some useful insight.

Measurement and Evaluation

Measurement is the act of collecting data to help determine the size, shape and degree of change. Much of the data available to us is not a direct measure of the phenomenon we are interested in. Evaluation is the process of assessing that data to determine if the effort made has resulted in the change sought. Ones sees a lot of terms used that mean the same as evaluation. These include assessment, appraisal, and analysis. The more loaded term, judgement, is also in there. Measurement can be descriptive, diagnostic and predictive.... Data can be quantitation or qualitative,,, Evaluation

Nonprofits and Evaluation

What does the the work of voluntary and non-profit organizations contribute to our society? The short answer is that they help people to lead more fullfilling lives, end misery, encourage involvement in .. The idea that non-profits should evaluate their work is widely accepted, For-profit businesses use profits as measure of success. But what .... Ontario Nonprofit Network (2017) supports efforts to enable(s) nonprofits to make thoughtful use of evidence to further their missions and service to communities. Fundamentally, a sector that embraces evaluation is one that is more focused on the values of understanding, discovery, critical reflection, and continuous improvement. ONN understands that high quality and useful evaluation is an important tool for the sector and has put together seven key recommendations for improving evaluation and learning in Ontario’s nonprofit sector.Judgement, assessment, evaluation, appraisal Rating, weighing, ranking, sizing up

An Evaluation Hierarchy

The idea of an evaluation hierarch is not mine. Indeed there are a number of articles on the topic and some wonderful graphic representations. I really like this 2013 cake-like one from Ideaware: My goal here is to identity the kinds to evaluation that typically concern non-profit organizations, their donors or funders or supporters, One othe key responsibilities of non-profit boards is that of evaluating A Governance Hierarchy Here is my evaluation hierarchy. It has a decidedly nonprofit governance orientation.

Performance or effectiveness of the organization
Performance of the executive director
Performance of the board
Effectiveness of board meetings (not just a board responsibility - board and ED

The first level in my scheme contains all the elements of the "cake" in the hierarchy program evaluation and overall organizational effectiveness. The top two tiers are beyond the capacity of most non-profits. Indeed it can be argued that community change should bot be attributes to the efforts of a single organization. For a board, evaluating the performance of the executive director or CEO is their biggest responsibilities. ED performance at it s best is about gathering information and providing feedback. Few boards have all knowledge to properly evaluate their ED although they probably have the ability to construct a fair and useful process (Joan Gary)to If a board must evaluate their Executive Director than it is only fair that they look at themselves. items In terms of the performance of the boards there are a lot of tools available. I can imagine aat at least two subcategories of board evaluation: chair evaluation and member evalution. In both instances an evaluation could be self-evaluation and peer evaluation.

Self Assessments

Evaluating Board Meetings

good use of my time
we added value
sufficient understanding of issues (to make a decision)
adequate preparation-advance materials
level of engagement (not in the weeds, administrative details)
Participation -balanced, engaged
positive and respectful climate
Resulting action responsibilities clear
Action resulted

Measurement and Evaluation Sources: Dochas - Irish Association of Non-Governmental Development Organizations Boardroom Barometer (HopgoodGanim Advisory Group-Australia) How to Evaluate Your Board Members and Your Board Meetings -Strauss Event and Association Managment -Geoff Powell, 2014 Board or Committee Meeting Evaluation Form, Ontario Organizational Development Program How To Evaluate a Board Meeting, gail Perry, Fired Up Fundraising - September 20, 2009

Overwhelmed/Underwhelmed

gmacdonald

New to a board? Wonder what information you need to keep the organization solvent, healthy, and on track? Volunteer boards can easily be feel they need to know everything. overwhelmed with information. What should we ask for? What should staff supply. underwhelmed. What do they really need to know to govern effectively? Here is my take on what a board should ask for and get from the executive director. You could also say it is a statement of the what the executive director should prioritize in his/her reports to the board. It is easy to get the impression that boards only know what is given to them. It is certainly true that most are hugely reliant on the ED. So have added a piece on the board's own information. I am suggesting that there are four categories of governance relevant information and within each category some priorities. Boards do not need to know everything every month.

Financial Information

Revenues and expenditures in relation to budget
Cash Flow
Compliance with board FM policy
Progress on fundraising goals
Sudden changes in assets and liabilities

Human Resource Information

Personnel conflicts and challenges
New hires, departures and achievements
Compliance with board HR policies
Staff satisfaction

Strategic Information

Progress on organization's strategic goals
Changes in external environment
Ethics and Reputational Information

The Board's Own Information

So by now you think boards only need information that is supplied to them. Think again. Boards need to be conscious of information where they are themselves th source. Reports from the organization's external environment. If board members are paying attention to the world around them, especially political and economic developments, they can should have questions of their own Board member terms and plans Attendance It should be obvious to a board

Community Halls

gmacdonald

In many rural areas, local meeting halls play a key role in maintaining a sense of community. In many ways they are more important than ever. Unfortunately because they depend on volunteers they they face a different struggle to survive than urban non-profit with staff. When one thinks of the non-profit sector certain kinds of organizations come to mind, These include, in Nova Scotia at least, Family resource centres, literacy groups, sport organizations...... Community halls are not in many people's field of view of ... In Nova scotia, community halls include purpose built house size, converted churches and one and two room schools Cribabge nights, community suppers, book clubs.

Non-Profit Membership:

gmacdonald

Puzzled about the idea of non-profits having members? You are almost certainly not alone. My goal here is to provide the the scoop on membership, as it relates to the work of the board, to governance. Your non-profit holds an annual general meeting. Who is entitles to come and to vote? I will try to lay out a bit of a continuum of membership types so you can see where you might place your organization. Membership is important because because it is about where your organization's authority comes from, and to whom it is accountable. legally and probably morally. This post will be of interest to non-profits who define themselves as membership organizations. tp those less certain about it and to those that do not. It will be of particular interest to you if you are non-profit who considers your clients as members or your donors as members. It could also interest you if you have heard the term "ownership" in the non-patrrofit context, or wonder if there is a difference between members and stakeholders. Is the question of top down or bottom up leadership an important one to you? If so, read on. The post will interest anyone curious about where their board fits into the important work of listening to their community.

Types of Membership Organizations

In the bigger picture there are 4 main types of membership organizations:

Voluntary associations and charities
Professional and licensing bodies
Trade or industry associations
Political parties

One type is voluntary associations, the main subject of this post. This is what most people associate with the term non-profit. There are also professional associations exist to licence and to various degrees regulate a wide range of professions. the Nova Scotia College of Physiotherapists . I will return to this type below. There are trade or industry associations.The Winerey Association of Nova Scotia comes to mind as one of the newer "kids on the block". And of course there are political parties. They too have members. In this province the main ones are the Liberals, the Conservatives, the New Democrats and the Greens. All four types of membership organizations can probably be considered "non-profits" but that is another conversation. Voluntary non-profit associations, a large and diverse category by itself, are ones that exist to meet a social, economic, healthcare or other community needs. The larger ones are usually legally incorporated and many, in the Canadian context at least, are also registered charities. All of these are governed by a board of directors that are not, or not supposed to be, compensated for their time. So, they are "voluntary organizations" at least in terms of their board. Many, of course, involve volunteers in other important roles. It is the board of directors-membership connection that is relevant here.

The Idea of Membership

Members, in the legal sense, are the people who elect the board of directors and to whom the board of directors reports, at least nominally. If you have members, your bylaws or constitution likely speak to the matter. Some might say members are to the non-profit sector as shareholders are to the for-profit sector. Not quite perhaps, but yes. Although not all non-profits are membership organizations in the same way, the idea is at the root of citizens banding together to address a need in the community that is not of a commercial nature. Members are, from an legal perspective, different than clients or donors even though the same people may be both. Ideally a member is someone who knows and embraces the mission of your organization and wants to ensure its continuing success. They are the ones most invested in your work. Individuals, it turns out, are multi-dimensional; some may have more than one kind of interest in your non-profit. So you can be a donor and an a member, or just one of these. Being a donor ought not automatically put you on one's membership list. It happens though. You can also be a client or a resident and a member. And, what about those who pay an annual fee to book a tee time at the golf club, or get a preferential rate at the community gym. The relationship these situatimply make you a customer even if there is "membership card" in your purse.

The Legal Terrain

In Canada, all provincial statutes that enable non-profits to incorporate require organizations to have members. The Societies Act of Nova Scotia, the main vehicle of non-profit incorporation in this Province is typical. It requires that a non-profit's bylaws, a foundational governance document, specify who their members are:

15 (1) The members of a society shall be the subscribers to the memorandum and those persons admitted to membership of the society according to the by-laws.

In this case the "subscribers", or those initiating the incorporation, are the founding members and also the first directors. The Act suggests that bylaws should specify the terms of admission of members, their rights and obligations, and the conditions under which membership ceases. The more involved this is the more the likelihood that the organization will have a "registry of members". More importantly, incorporation requires that all members shall have a vote, typically to approve the a report on the accomplishments and/or challenges of the previous year, its financial results and to elect or appoint the board of directors for the coming year. Some non-profit membership organizations are created by specific pieces of legislation. Often these are bodies with powers to regulate an area of professional practice. Most jurisdictions have their own "regulatory" bodies, ones whose members are medical doctors, lawyers, dentists, etc. Some are long standing professions. Take the Nova Scotia Association of Architects which was established in 1932. It has both architectural firm and individuals as members. Some professional bodies are new. The Message Therapist Association would be in this category. Nova Scotia Career Development Association

A Membership Continuum

Before turning to the trickier aspects of membership it might be helpful to propose a membership continuum. There is really only three "points" on it: no members, open or community membership and, what I will call here, "affiliation-based" membership.

1. No Members

It is not uncommon for an organzation's directors to be the only legal "members". This is sometimes called a "self-perpetuating structure". It is one where the board has the ultimate authority and directors find and vote for their own replacements. Consider this type of membership at the far end of the membership spectrum. Ideally this is an intentional governance structure even if it is not necessarily the original one. In some cases though, founders may have provided for a larger membership in their bylaws but sort of forgot about it. Unfortunately bylaws can be low down in the priority list of what a directors ought to pay attention to. Again, In Canada, incorporating legislation does not recognize a structure without members, although in practice, there are lots of examples of organizations with no members beyond the board itself. Canadian provinces do not regulate non-profits. They merely require them to file an annual renewal and current list of directors and, in Nova Scotia at least, a simple financial statement. Being a registered charity, which the Federal government regulates, is another thing. Having no members does not mean a lack of accounability at an organization level. Lets take the case of the YMCA. In Canada there are 44 Incorporated Y's. They are all members of a national association but individually they have their own local membership practices, Some have no legal members, others designate donors as members and still others designate their "customer members" as their legal members. There is nothing wrong with the "no member" model.((Not everyone agrees that a self-perpetuating board is OK. See this April 10, 2019 piece by Matt Krauss writing in Vermont's Caledonian Record. Thanks for this goes to Mike Burns whose blog, The Nonprofit Board Crisis, draws interesting items from the press across the U.S.A. Les Stahlke, an Edmonton, Alberta, governance consultant who works with faith-based organizations also offers this perspective on why it matters )) It serves many well known organizations well. It is uncomplicated from a governance perspective because, at least in terms of one's bylaws there is no one that the board must legally consult. A self-perpetuating structure can still be a very accountable one. Non-profits accredited under Imagine Canada' Standards Program are required to demonstrate governance accountability. YMCA and Habitat for Humanity, both accredited, are two good examples. The issue with no membership for many smaller less visible groups may be both a the lack of formal accountability and responsiveness to the changing needs of the community.

2. Open or Community Membership

Open membership means anyone who supports the objects or mission of the organization could be considered a member and therefore entitled, in theory, to show up at an annual general meeting and vote. There may be a stipulation that members live in particular jurisdiction. The bylaws of the the United Way of Halifax state:

The Members of The Corporation are persons who are resident within the boundaries of the Halifax Regional Municipality or the Municipality of East Hants and who uphold the mission and objectives of the Corporation. No formal admission is required and no registry of member shall be kept. Members shall have the responsibility at Meetings of Members to elect Directors, to receive reports from and make recommendations to the Board and to adopt, conform, ratify, and approve By-Laws, and rules and regulations enacted bt the Board, or to decline to do so.

Many in the sector would label open membership as community membership. Non-profits operate with the implicit consent, and, perhaps because of their ability to incorporate, the legal consent of the community. ((The point about community accountability is well made in Judith Millesen's thoughtful piece "Who "Owns" Your Nonprofit" first published in 2002 in The Nonprofit Quarterly and republished there online in 2019 )). A non-profit's community may not be everyone. your primary alligence may be to a particular constituency such as women, youth or African Canadians for example. Lots of non-profits claim a level of community control, a good philosophy to be sure, even though the mechanics of how it is exercised, if it is, is frequently not well articulated or understood. Often non-profits that espouse community membership, whether or not their by-laws indicate their membership, are at a disadvantage in trying to be accountable to a vaguely defined and not easy to communicate with group. Some would say that "community control" does not come from the board, it comes from the organization's sensitivity, staff sensitivity for sure, to its clients. I am ok with that, but not completely so. Read on. How can you tell? There is no list of members or an application process. Some go beyond osmosis and demonstrate their community accountability by publishing an annual report and engaging in periodically in formal listening or consultation sessions. Howvever, for many open membership non-profits, the Annual General Meeting, usually a requirement of their bylaws, is little more than a pro forma exercise. There is no pretence of "community" or "constituency' input, let alone control in terms of governance. Perhaps there does not need to be. This open membership model works and there there are lots of examples of great non-profits whose responsiveness to their communities is a less a result of board work than staff work. I will say more on this below.

2. Semi open membership

Again, keep in mind that types of membership lie on a continuum. Semi open membership means the organizations has, normally in is bylaws, clear criteria for membership. For example, your bylaws say:

who can become a member
how they can become a member - is there an application procee and/or a fee involve
what code of conduct they have to follow to become and stay a member

3. Affiliation-based Membership

Many non-profits go further and require that to be a member one has to meet a number of criteria other than than living in a particular place and supporting the organization's mission. I have seen this type referred to a "restricted' membership, which it can be, but a more positive framing would be that the criteria establish identify, that is, who the members share a common interests with. Affiliation-based membership is about belonging, seeing benefits as part of a group and enabling collection action. On some level it is about achieving something individuals cannot achieve on their own.((Some of the ideas about affiliation membership come from "A Board Members Guide to the Association Membership Model" by Joe Rominiecki, published by American Society of Association Executives, January/February 2015. You can find it here. )) Compared to the other on the membership spectrum affiliation-based organizations are usually clear about the importance membership participation in governance. Newsletters and .... Before gp further down this road I want to I trade associations whose members are companies and associations of non-profits. Examples of the latter would be Farmers Markets of Nova Scotia, the Museums Association of Nova Scotia and The N.S. Federation of Foster Families. Take this example: Caregivers Nova Scotia. It It is a group that supports unpaid, caregivers, most of who are family members of someone who needs care. Here is a little of what they say about themselves: Caregivers Nova Scotia provides free programs, services, information, and advocacy for family and friend caregivers. We participate in government task forces and working groups to influence public policy for the benefit of caregivers. An important part of supporting caregivers is to listen to what they are saying about their experiences and bring it into the public eye. Caregivers Nova Scotia strives to take the collective voice of caregivers and amplify it. Caregivers has a simple membership model. It is described on their website.

People join by signing up for their newsletter.
When one signs up their name is added to a confidential membership data base.
There is no cost
Thirty days after signing up members have the right to vote at all Caregivers Nova Scotia member meetings such as the Annual General Meeting or an Extraordinary General Meeting. Members are also eligible to join the Board of Directors

The organization's website also offers a link to their bylaws and the membership description in them. Caregivers boasts 7800 listed members across the Province although they say the numbers of family caregivers is much higher. Becoming a member of Caregiver's Nova Scotia is easy which is probably as it should be. No so for every membership association. There are certainly a continuum of affiliation membership practices too, from simple too complex. At one end members fill out an application and pay a small annual fee, sometimes referred to as "dues". A list of the members is kept. At the other end there are organizations where members have to adhere to a code of conduct. Some also perform a regulatory role: physician and barristers societies may come to mind.

There are Hybrids Too

Not all membership types fit on the continuum, Some formally representative groups can have members who are not able to vote directly on matters before the board but can vote on who shall shall represent them on the board. Under the new Ontario Nonprofit Corporation Act there may be two classes of membership, a class that votes on normal matters that come up at an Annual General Meeting (Board Report, Financial Report, election of the board, appointment of auditors, by law amendments), and a non voting class who supports the organization's work but who may still be able to vote on fundamental issues such as changes in mission, mergers or dissolution.

Are Members Stakeholders?

The short answer is that stakeholder are a larger group. While it is certainly true that most non-profits are accountable to multiple stakeholders and sometimes feel when the demands upon them are sometimes in competition with one another. not all stakeholder are equal from Funders no doubt have some level of ownership interests

Are Members Owners?

Ahh, some might say, this is not a new idea. In no small way the notion of there being models of governance, that is prescriptive, conceptually coherent, approaches to how a non-profit could be led, has been promoted most famously by John Carver. His book, Boards that Make a Difference, A New Design for Leadership in Nonprofit and Public Institutions came out in.((Carver footnote)) His design has many disciples amongst non-profit organizations although his "model", known as "Policy Governance" is not, from my experience, as widely adopted today as it was in the 1990s. Carver's ideas are greatly useful on the topic of membership. Moral ownership...Ownership is foreign to most non-profits. He has written

An non-profit's owners åre a more carefully-defined group than what is normally meant by stakeholders (p.26)
Governance is ownership one step down from the membership, not management one step up from staff or volunteers (p.26)
Boards are legally or morally, trustees. As such they are accountable for their leadership to various constitencies

The middle statement I think is the most significant one here.

What about donors as members?

Many organizations use the term member to mean anyone who donates money. The YMCA of Halifax seems to have adopted this approach although the "Y" as a movement is not consistent across the board.((If one looks at YMCA AGM notices one can find examples of donors a member such as the YMCA of Halifax and customers as members such as the YMCA of Regina. In case of the latter "members" can vote and their AGM but their Member Benefits page does not mention this )) If you have given money in the past year you are entitled to vote at their AGM. Some fundraising advice suggest developing members as a fundraising tool, others suggest keeping the two things separate. I am in the latter camp. Members might be a great source of funds but membership implies the granting of rights and obligations rather the mere act of contributing money. Members, in theory anyway, want a relationship and if a non-profit cultivates that relationship then you may get a group of people who you can call on to go to bat for your organization. I am not against combining donor and members as the blurring of the lines between the two because its convenient to do so. But membership should be more than a loyalty program.

What about clients and customers as members?

Community museums and art galleries often sell memberships. Those memberships come with benefits such as reduced admission fees, invitations to special openings and an occasional newsletter about "what's on". Obviously this mechanism requires promotion, the creation of data base of "members" and regular communication with them. It is not unusual too for non-profits involved in the provision of social housing or programs for persons with disabilities to speak of their clients as their members. Some make a real effort at including one or more client representatives on their board. But these ideas are not membership in the governance sense. The primary relationship in these two conceptions of membership is service rather than ownership. One accepts that membership implies some involvement in the overall direction of the organization. The idea of clients as members is a entirely different construct.

What About Member Power?

I thought I should say something here. Members normally get to exercise their power via the Annual General Meeting (AGM) or a Special Meeting. These, and sometimes other types of "membership meetings" are usually described in an organization's constitution or bylaws. Bylaws often indicate that membership meetings, including the AGM, require

Advance notice of time and place of the meeting (or other options for participation)
A indication of what matters are to be on the agenda including any special resolutions

As suggested above in the United Way example, bylaws typically limit membership power at an AGM to the election or appointment of the board, the acceptance of reports by the Board, the Executive Director or CEO, and the appointment of auditors. Failure to get majority support for any of these would normally signal that the board would then be required to call a special meeting. Special meetings tend to be more issue oriented. These can be at the board's initiative or called at the request of a certain number of members. The topic of member power, and especially how it varies, is big enough to deserve its own post.((This is the exercise of collective powerIf you are interested in a good overview of member power compared to board power, there is a good piece from Australia by Steven Bowman on the website Conscious Governance.)) The bylaws are the only real source of authority on membership power. The less they say about it, especially around matters of board elections and the consideration of special resolutions, the more open they are to members exercising power however they want. This is not to suggest that the bylaws need to be complicated.

Top Down or Bottom Up Governance?

When an organization has members, in the governance not customer or user sense. people outside one's doors, who are interested in your vision and mission and values, it's a good thing. Indeed, if your community exerts influence at the top of your organization and from the bottom, the idea of power being top down or bottom up, It is certainly true that ones AGM is no place for a big converstation, Boards must pay attention to their members only at AGM time. Symbolism not unimportant Ownership interest versus a service interest The boards Job Unless your organization maintains a list of members, one of its jobs is to sort out who, beyond the board itself it is morally accountable to. For whom does the organization Public benefit discharge. what group or groups of constituents are interested in the fullfii]ling the mission of the organization

+++ Note on the Image +++

The image for this post is of the board game Scoop! published by Parker Bros in the USA and Waddingtons in the UK. The game is no longer sold but vintage copies, some with differently designed boxes may be available online. Too bad there isn't a actual board game for non-profit boards. It would be a cool way to have directors practice leading their organization without risk. If it was designed like Monopoly directors could sit around a table and move their pieces landing on particular functions or issue to be addresses, In one corner could be the Annual General Meeting with the question: who are you going to invite and what are oi going to report?

Easy Board Home Improvements - 2

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Most boards, or to use a broader term, non-profit governing groups, can benefit from a little sprucing up of their practices. Like work around one home a fresh coat of paint , a new light I posted a similar Three years a ago (July 2017) I published here a post with a similar title. My goal then, as it is now, was to offer up some easy to implement DIY like ideas for improving the board and CEO team experience. Informing without deliberating ED?CEO Reports

Strategic Planning Revisited

gmacdonald

One of my first governing good posts was on strategic planning. Not much has been written on the subject Just before the 2020 pandemic gripped all of us in North America, a non-profit I know well went through a strtategic planning process. It was much needed as the organization lacked clear priorities. Sensitive to a wide range of stakeholders, they hired a consultant to facilitate planning process. I enthisically attended seveal to the sessions. I was surprised when the resulting plan came out. It was a outline of all the areas of work that those they consulted thought important. No one's interest was left out of the mix ot " To me there was nothing strategic about the plan, no indication of what was most important. No hard choices. Like Martin, I have a love-hate realtionship with the practice of strategic planning I sense that there is a widely-held view that in order for a non-profit organization to operate strategically they need to spend money hiring a consultant who will help them create a 'plan'. Formal strategic planning exercises, as valuable as they can be, have far too strong a grip on how how executive directors, boards and funders think about what it takes to operate in a more goal-oriented and intentional way. Roger Martin of the Rotman School of Business at the University of Toronto believes that people make the crafting of organizational strategy harder than it needs to be. Writing in the Harvard Business Review Blog Network in May 26, 2010, he suggests that people "focus too much on the tools", or think it is only about "big picture stuff." Martin outlines what he suggests are five interrelated and cascading (first to last) strategic questions facing any organization. Here they are in italics (with the bolded words in the original article retained) followed with some of my ideas on how these questions might be applied to non-profit organizations. 1. What are the broad aspirations for our organization & the concrete goals against which we can measure our progress? There are really two questions here. The first one invites ideas around organizational mission. I like the word "aspirations" as it invites governing groups to broaden their language around organizational purpose. For non-profits I would hope there may be aspirations for the community as well as for the organization itself. The second part of the question asks people to consider what might be the results or outcomes attached to these aspirations. This is a call to brainstorm some new or additional objectives, or reframe some existing ones, for possible consideration. 2. Across the potential field available to us, where will we choose to play and not play? This question is about the organization's sector. Non-profits typically operate in one or more areas (e.g. culture, heritage, sports, health, social services, economic development, education, etc) and within those most have staked out a particular territory. What is that territory? The 'not playing' question is equally important. It is about naming adjacent territories inhabited by other organizations in the community, perhaps in your sector, but not in your field. Sharing a field with others may be fine, uncertainty about one's field makes strategic governance impossible. 3. In our chosen place to play, how will we choose to win against the competitors there? For non-profits this question is about how does, or will, one's organizations distinguish itself in the eyes of its main stakeholders including staff, clients, and funders? What is it you want said about your organization? This is not about people knowing what you do, it is about them knowing what sets your organization apart or, dare I say, even above, others in your field. Distinguishing one's organization involves comparing it to like organizations that inhabit the same territory. What do you know about these "competitors" and their missions, approaches and reputations? Board members tend to know little about others working in their organization's field. Having some understanding of even a couple of organizations like your own is an important strategic information. It helps cultivate perspective. 4. What capabilities are necessary to build and maintain to win in our chosen manner? The answer to this question focuses attention on the organization's front line programs and services and, in particular, the resources, knowledge, skills and expertise required in providing them. What is it that one's organization need to be good at in order to realize its aspirations, meet its goals and distinguish itself? Are there capabilities that it is at risk of loosing and are there ones it needs to further develop or even add? 5. What management systems are necessary to operate to build and maintain the key capabilities? For non-profits this question has two dimensions: management and governance. This is about 'back office' functions, infrastructure and leadership. On the management side the key systems are those of financial management, fundraising, human resource management and technology. On the governance side, board engagement, community and stakeholder relationships, and recruitment and succession practices are very important. Are one's organizational systems and leadership practices as strong as they need to be given its aspirations, goals, desire to distinguish itself and maintain, change or grow its program capabilities? What Martin recommends is, "that to create a strategy, you have to iterate — think a little bit about Aspirations & Goals, then a little bit about Where to Play and How to Win, then back to Aspirations & Goals to check and modify, then down to Capabilities and Management Systems to check whether it is really doable, then back up again to modify accordingly." Martin says "crafting your strategy in relatively small and concrete chunks and honing the answers to the five questions through iteration will get you a better strategy, with much less pain and wasted time." Using these questions one could create a set of worksheets that your governing group could employ in facilitating a strategic discussion. Such an exercise would likely require some work by the executive director and a board member in advance, time for participants to reflect individually on each of the questions, and then at least couple of hours sharing the ideas in a "cascading" and back and forth approach just as Martin suggests. No consultants are necessary. Martin's suggestions about having a strategic discussion does not replace other approaches of crafting organizational strategy and, it is not a template for a formal strategic plan. However, I think it would be a valuable exercise, one that enables an organization's leadership to pose some different kinds of questions and develop a shared sense of understanding of where they are and want to be. It represents an easy way to start developing a strategic consciousness that will surely find its way into the kind of choices made around the board table. Roger Martin and A.G LaFley are co-authors of the new book Playing to Win: How Strategy Really Works, Harvard Business Review Press, February 2013. Note: I have created a set of strategic discussion worksheets using Martin's questions along with a self-facilitation guide. If you are interest in receiving an electronic copy that you can customize please contact me; I will gladly send the document to you. There is a PDF version under Resources, Governance Guides.

Whats in the Attic?

gmacdonald

While there is some interest in new approaches to non-progit governance, there is much to be gained from looking back at what people written in the past. I started this blog back in the fall of 2013 and have published Do we need a motion for thaT? Guests in the Boardroom Yin and Yang Governance as a bus

Ultracrepidarian

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I have been thinking and reading about the ideas we as a society, at in the West, have and perpetuate around the notions of power and authority. In the moment these are In my research I stumbled upon the term "ultracrepidarian"(Phonetic).I had never heard the term before. In its "common; meaning its is about one who gives opinions on matters beyond their knowledge, experience or expertise. Generally a C is seen as a critic, and to be called a C is to criticize that person. Indeed the term amongst a list of Merriam Webster's list 10 polite words for impolite people. ( The origin of term is what interests me because I think it, its original meeting can be applied to non-profit boards . The latin phrase, ultra crepidam means beyond the sole. The story attached to it is Greek The term is

Reworking The Board Financial Report

gmacdonald

It is widely assumed that every non-profit board must keep a close eye on their organization's finances. This is certainly good advice but does this mean that the directors' focus every month should be on the numbers? Should every board meeting include a financial report agenda item? The predisposition of boards towards financial matters is understandable. Numbers are powerful especially in a governing environment where most other indicators of organizational performance are far less tangible. Perhaps, though the board financial report is in a rut. I believe the board financial report can be done differently. So in this post I offer some suggestions. They may not work for every non-profit but perhaps they will work for yours. See what you think. The Common Practice The board financial report typically involves looking at income and expenses to date compared to the organization's budget. Often it is a spreadsheet of numbers. Seldom is there any prose involved. Unfortunately, it is not unusual for board members' eyes to glaze over, or for someone to latch on to a particular line item and take the group down a rabbit hole. I realize that this information provides some assurance that someone is keeping track of the money. Is there a better way, or ways, to engage the board on finances as well assure good oversight?

What reports

There are some key financial reports even if a spreadsheet of numbers is not necessarily the best way to bring this information forward. Charity Village piece is here, What are they Revenures and Expenses or Statement of operations Financial Position or Balance Sheet Cash Flow Statement Financial Redflags Cash flow is simply a statewment off when monies come into the organozation and when they go out. It is about timimg. Here is a good ((Here for Nonprofit Quarterly))

Board financial literacy

There is no doubt that the financial report holds enormous sway over board meeting routines. Boards are expected, if nothing else, to constantly worry about their organization's finances. "Do we know if we have enough money?" "Is it being spent appropriately?" "What expenses should we pay attention to? "What about the risk of financial impropriety and might we be on the hook if there is a problem?" No one would take issue with volunteer boards needing to oversee their organization's finances and to have good financial information presented to them. Nor would anyone discount the need for a greater level of financial literacy around the board table. But most would agree I think that the routine presentation of numbers on a spreadsheet does nor address these problems,

The board treasurer

Boards members are often chosen for their functional expertise and community connections. The The board treasurer is perhaps the one volunteer position most wedded to particular expertise, The ideal treasurer is someone who is financially savvy and has a good grasp of basic accounting practices. Someone with a professional accounting designation almost always fits the bill. Larger non-profits typically have their own financial management people on staff, smaller ones may contract out for payroll and bookkeeping services. In both cases the need for a hands-on treasurer as someone who goes over "the books" every month is limited. In reality many non-profits have a hard time fining a person with financial management expertise to serve on the board as treasurer. Having a nominal treasurer though is worrisome. The alternative to a nominal treasurer is a person whose job is to ensure there are good financial management practices in place rather than take on the mantle of oversight themselves. What are these duties, Minimally they probably are:

Ensuring that the executive director is comfortable managing the organization's finances and is supported in doing so with training and/or coaching as well as the resource to "hire" the help she may need.
Ensuring that the organization is regularly audited by an external firm.
Ensuring that some key financial management practices are written down as policies describing how things are to be handled.
Sitting down with the executive director in the planning of the budget and being prepared to ask a lot of why do we need this or do this type questions.

I think these four things apply to the role of treasurer whether or not the person is an expert. It is nice when the treasurer is a partner in presenting the annual budget.

The executive director

Executive directors (CEOs) are responsible for board meetings sticking to the usual financial report drill. Seldom to they question what information is really needed and most understandable. They seldom get much guidance from the board, except for requests for more details, and are often reluctant to ((For Executive Director I would recommend the excellent 2019 article by Jeanne Bell and Kate Barr: An Executive Director's Guide To Financial Leadership published in Nonprfit Quarterly here. )) Reviewing the revenue and expense report of the past month and asking if there are any questions is often a waste of the board's time. While financial management is the responsibility of the executive director many do not come from fields that provide any training. It is probably not reasonable for executive diectots to serve as their organization's accontant and bookkeeper even though .....software, simple grant reports, programs tied to funding.

A different board financial report

It is generally thought that community organizations operate from hand-to-mouth, never knowing from one month to the next where the money they need will come from. Some do and many have. If your non-profit's financial situation is precarious, you may want to stop reading here. However If your non-profit's financial situation is not precarious you may want to break with tradition and consider a different board financial reporting model. Here are the key elements:

A quarterly financial report with different board discussion focus each time.
The relegation of monthly revenue and expense numbers (performance to budget) to the "information only" category of board meeting support documents
Clarity on what are the main financial "red flags"
A written financial report that strives to be more than numbers and forward looking not just backward looking

If your non-profit's financial situation is precarious then your board's time will be taken up with financial matters. Still there may be something here for you.

The financial report: one size does not fit all

However, many non-profits operate on a stable, if not sufficient, financial footing. This includes government-funded nonprofits that deliver needed community services and those with an established donor base and fundraising track record. What if your non-profit is one where:

Revenues and expenditures for your core programs are predicable from one month, or at least from one quarter, to the next
Your main sources of revenue, whether few or many. are reliable ones in terms of the total amount that comes in and when it is normally received
You operate with a reasonably detailed budget and have some good financial management controls in place for keeping track of the money coming in and what money goes out. The "going out" is mostly wages.
You are (or have) an executive director with a some financial management experience. You may also employ a trusted bookkeeper (perhaps a contracted service) and probably rely on a recognized bookkeeping software system to ensure all transactions are recorded and categorized properly. Matters of payroll deductions and their submission to the CRA get the attention they require by law.

Is this your non-profit? Yes, you say. And are you one that has not, for few years at least, been surprised by an unanticipated deficit or shortfall?

Quarterly financial reporting

Here is my four meeting model

A meeting focused on reviewing and approving the budget for the upcoming year
A meeting focused on financial performance other than revenue and expenses as compared to budget (see below)
A meeting to look at revenues including fundraising, long term funding prospects
A meeting devoted to year end figures, auditor's recommendations, and possible improvements to financial practices.

Adopting such a process does not eliminate the need for spreadsheets to go to the board every month or every quarter. What it does mean is that spreadsheets cease to be the focus of the board's financial performance attention. This requires a report that takes the boards eyes off the numbers and assuming operations are "on budget" harnesses their minds to other financial issues . Of course, if there is a financial issue that needs urgent attention it can be added to any board meeting agenda by the executive director or the treasurer. Their position descriptions make this particular responsibility clear. Also, moving to a quarterly financial report to the board does not absolve the executive director from regularly reviewing budget performance. Likely this will involve sitting down with the treasurer.

Financial red flags

Having a bunch of numbers in front of your board can distract the the group from hearing the answers to the following questions.

Are we operating on budget?
Do we have enough cash on hand to meet short term expenses?
Is there anything on the financial horizon that we need to be worried about, or that represents an opportunity to better meet our mission?

The first question is not really "are we on budget this month", it is "are we on budget at this point in our fiscal year". And, the usual followup question is not, "are there any variances?" it is "are there any surprising variances". The second question concerns the timing of revenues coming in and expenditures occurring. The answer to this for many non-profits will either be "Yes" or "Yes, because we utilize our regular line of credit as cash flow protection". The third question is seldom asked or discussed. I will come back to that. There may be a couple of other questions that need to be asked and answered.

The budget is key

Of all things financial, the creation and approval your non-profit's annual budget may be the most important regular board decision. ((Here are some good non-profit budgeting resources: Budgeting: A Ten Step Checklist by Propel Nonprofits here )) The budget is a plan for what the you hope the revenues and expenditures will be over the next 12 months. The executive director normally is the one responsible for putting together the budget. Unless it is your first budget, or one that represents big departure from the past, it is probably not a job for a board committee. However, before the budget is approved it deserves some board time in creating some understanding of the most critical elements, especially where there is some financial uncertainty or risks involved. So the quarterly budget approval meeting may be the one most focused on financial matters, The budget could be the big agenda item. A budget this not just about expenses. Unless your non-profit has one funder, like a provincial department of health or social services, the revenue side of the budget deserves some attention, often more than it sometimes gets. ((When if comes to the creation of a annual budget I have, on occasion, heard non-profit executive directors say that they cannot budget "because we are not sure what the government is going to give us this year. ))

Reveuues and expenses

The budget is so important. Once your have then the board important to send to the board a statement of revenues and expenditures to date (YTD) in relation to what has been budgeted. Remember I am arguing here that this is not the "financial report" , this is supporting or background information. Variances, that is differences between actual and budget, when not due to the often different pattern of receiving and spending money, may be important to point out to the board if they are big revenue and expense items. This is part of the budgeting exercise. So, if your non-profit's revenues an expenditures are "on budget" there is not much to talk about.

Financial Red Flags

Financial red flags ((Here are three very different takes, each useful depending on your organization on financial "red flags". The first 501 Commons , ))The term KPIs refers to a key performance indicators. Many in the ((Search for non-profit KPIs online and you will find lots of material. On non-profit fundraising alone there are dozens suggested ones such as donor conversion rates and donor retention rates.)). One does not hear the term KPI used much when it comes to the basic non-profit financial health. There are not many but here are the main ones:

Performance to budget
Cash flow
Extraordinary changes in assets and liabilities

The first is the easiest and most important. How are we doing relative to our annual budget? Are there any unexpected variances (differences), positive or negative, compared what we predicted when we approved the budget? Performance to budget requires a comparison of monthly revenue and expenses in the current month (or quarter) and year-to-date figures to the annual budget. Some boards may wish to see comparisons with past years. The second "indicator" answers the question: will we have enough money to cover payroll and other expenses every month?((For a guide to Cash Flow forecasts see this 2020 piece, a webinar summary by Flannery May on Charity Village here)) In other words, is there a likelihood that revenues and expenses will not coinside enough that you will be able to pay the bills in at some point. Many non-profits have a line-o- credit with their financial institution to cover normal shortfalls. Propel Nonprofits, a community development-oriented financial institution based in Minneapolis, Minnesota has great resources, Their simple cash flow statement template is here.

Assets and Liabilities -the balance sheet

So, good financial management involves more than being on budget. There are two main sets of financial statements, revenues and expenditures and the balance sheet. If you can dispense from looking at budget performance every month, surely you can as well with the balance sheet. (I am sure there are readers cringing at this) The balance sheet, as as set of KPI s is about changes for your non-profit's normal level of assets or liabilities. Sometimes, but not not likely very often, they may require explanation to the board. For example:

Do we have more cash on hand that we ever have? Why?
Do our funders owe us much more than usual (receivables). What is going on?
Have we drawn on our line of credit more than has typically been the case? How come?
Do we owe more than usual to others? (payables). Why?

One of the bigger items for many non-profits will be unearned revenue, that is, money received for services yet to be provided. This is always a factor for non-profits whose funders provide money up front. For staff and boards, a large amount of cash in the bank (or in a short term investment) is not money they are free to use. The question here is.

Has our level of unearned revenue (both an asset and a liability) changed dramatically? Why?

So, when the financial report is before the board, and lets say this is quarterly, and the answer to the above five balance sheet items is "no" there is not much to talk about, right? Not quite. Maybe there is a bit of the to consider

Should one ditch the financial spreadsheet?

I am all in favour of sending board members the latest month's financials. What I am not in favour of is having them look at the spreadsheets in the hope that they will make sense of them without the executive director or treasurer answering the following questions:

Are we still on budget?
Are there any variances in the actual versus budget numbers that should concern us?
Are their any long term financial trends that the budget does not reveal

The answers to the first two questions may be yes and no respectively. In many respects that is the end of the financial report. What is the next agenda item? If the answers are no and yes, then it is time for a board discusion. If the spreadsheet is to play any role then the variances - actual versus budget, ought to be highlighted. So you are not in a stable place

Distinguishing Strategy

gmacdonald

Way back in 2013, I was having coffee one day with friend and fellow consultant at the Humani-T Cafe on South Park Street in Halifax. The shop soon moved from this 'south end" location to the more millenial populated "north end". Unfortunately due to the pandemic it just closed its doors permanently. In the course of a wide-ranging conversation about non-profits, she related a story about a organization she knew of whose board said they could not do strategic planning because they did not have the resources. Our convewrsation led to one of my first Governing Good posts. It focused on the strategic planning thinking of management theorist Roger Martin. He suggests an approach that does not command lots of time and resources. The subject is important so thought I would resurrect the post, Here it is with a little refresh and some additional end notes. I sense that there is a widely-held view that in order for a non-profit organization to operate strategically they need to spend money hiring a consultant who will help them create a 'plan'. Formal strategic planning exercises, as valuable as they can be, have too strong a grip on how executive directors, boards and funders think about what it takes to operate in a more goal-oriented and intentional way. There are at least a half a dozen strategic planning models or recipes.((For a short overview of strategic planning see this piece from Boomerang. Balanced Scorecard, SWOT, Gap Analysis, VIRO and Real Time (David La Piana))) Probably the best known is the one that incorporates a SWOT analysis, that is, the consideration of the organization's strengths, weaknesses, opportunities and threats. Most approaches suggest that the organization revisit their vision, mission and values. Many suggest some external stakeholder engagement, I know of examples too that involve an accompanying operational plan. Most call for one or more group sessions with board and staff. In Martin's approach these pieces are less discrete and the process can be much shorter, Roger Martin, is the former Dean of the Rotman School of Business at the University of Toronto.((Roger Martin's books include one he wrote with A.G LaFley titled Playing to Win: How Strategy Really Works, Harvard Business Review Press, February 2013.)) He has written lots. On this subject though he believes that people make the crafting of organizational strategy harder than it needs to be. Writing in the Harvard Business Review Blog Network in May 26, 2010, he suggests that people "focus too much on the tools", or think it is only about "big picture stuff."

Martin's Strategic Questions

Martin outlines what he suggests are five interrelated and cascading (first to last) strategic questions facing any organization. Here is a visual representation of his approach, I will address each of the five questions, They are in italics (with the bolded words in the original article retained) followed with some of my ideas on how these questions might be applied to non-profits. 1. What are the broad aspirations for our organization & the concrete goals against which we can measure our progress? There are really two questions here. The first one invites ideas around organizational mission. I like the word "aspirations" as it invites governing groups to broaden their language around organizational purpose. For non-profits I would hope there may be aspirations for the community as a result of the organizations work, as well as for the organization itself. The second part of the question asks people to consider what might be the results or outcomes attached to these aspirations. This is a call to brainstorm some new or additional objectives, or reframe some existing ones, for possible consideration. 2. Across the potential field available to us, where will we choose to play and not play? This question is about the organization's sector. Non-profits typically operate in one or more areas (e.g. culture, heritage, sports, health, social services, economic development, education, etc) and within those most have staked out a particular territory. The territory likely combines elements of geography (where) who (client) and program (what) The 'not playing' question is equally important. It is about naming other organizational players in the community who differ from yours, if not by geography then by who is served or how they are served. Sharing a field with others may be fine, uncertainty about one's field makes strategic governance impossible. Where one chooses to play is not necessarily a forever choice, but it is a choice nonetheless. 3. In our chosen place to play, how will we choose to win against the competitors there? For non-profits this question is about how does, or will, one's organization distinguish itself in the eyes of its main stakeholders including staff, clients, and funders? What is it you want said about your organization? This is not about people knowing what you do, it is about them knowing what sets your organization apart from others in your field. Distinguishing one's organization involves comparing it to like organizations that inhabit the same territory. What do you know about these "competitors" and their missions, approaches and reputations? Board members tend to know little about others working in their organization's field. Having some understanding of even a couple of organizations ( competitors) like your own is an important strategic information. It helps cultivate perspective. 4. What capabilities are necessary to build and maintain to win in our chosen manner? The answer to this question focuses attention on the organization's front line programs and services and, in particular, the resources, knowledge, skills and expertise required in providing them. What is it that one's organization needs to be good at in order to realize its aspirations, meet its goals and distinguish itself? Are there capabilities that it is at risk of loosing and are there ones it needs to further develop or even add? 5. What management systems are necessary to operate to build and maintain the key capabilities? For non-profits this question has two dimensions: management and governance. This is about 'back office' functions, infrastructure and leadership. On the management side the key systems are those of financial management, fundraising, human resource management and technology. On the governance side, board engagement, community and stakeholder relationships, and recruitment and succession practices are very important. Are one's organizational systems and leadership practices as strong as they need to be given its aspirations, goals, desire to distinguish itself and maintain, change or grow its program capabilities?

Martin's Added Value Iterative Approach

What Martin recommends is, "that to create a strategy, you have to iterate — think a little bit about Aspirations & Goals, then a little bit about Where to Play and How to Win, then back to Aspirations & Goals to check and modify, then down to Capabilities and Management Systems to check whether it is really doable, then back up again to modify accordingly." Martin says "crafting your strategy in relatively small and concrete chunks and honing the answers to the five questions through iteration will get you a better strategy, with much less pain and wasted time." Martins approach is appealing to me because it helps leaders to identify the choices before them. It is not about planning as it is about making choices. Choice, says Martin is difficult because it means doing X at the expense of Y or at least being clear Strategy is about making choices. No organization can do everything well.

Strategic Planning Worksheets

Using these questions one could create a set of worksheets that your governing group could employ in facilitating a strategic discussion. Such an exercise would likely require some work by the executive director and a board member in advance, time for participants to reflect individually on each of the questions, and then at least couple of hours sharing the ideas in a "cascading" and back and forth approach just as Martin suggests. No consultants are necessary. Martin's suggestions about having a strategic discussion does not replace other approaches of crafting organizational strategy and, it is not a template for a formal strategic plan. However, I think it would be a valuable exercise, one that enables an organization's leadership to pose some different kinds of questions and develop a shared sense of understanding of where they are and want to be. It represents an easy way to start developing a strategic consciousness that will surely find its way into the kind of choices made around the board table. I have created a set of strategic discussion worksheets using Martin's questions along with a self-facilitation guide. If you are interest in receiving an electronic copy that you can customize please contact me; I will gladly send the document to you. There is a PDF version under Resources, Governance Guides.

Boards: What Value Added?

gmacdonald

Non-profit boards are a fixture on the the organizational scene in the social sector. It is widely assumed that they are composed of not only well meaning people, but wise ones. However many executive directors or CEO struggle to identify what value they really bring to the organization. In many organizations the expertise of pursuing a cause lies in the staff. What I hope to do is sketch out some of the challenges and offer some ideas about .. It is clear that volunteer boards meet a legal requirement for non-profits in most western jurisdictions, They are accountable ones But I want to go beyond that.

All boards add value some of the time.

Boards add value at the birth of the organization. Indeed most non-profits have been created by a group of engaged and knowledgeable people Boards add value all the time to some organizations The non-profit literature, expecially in the U.S.A. is awash with the understanding that board members are instrumental; players in raising money. In Canada hospital foundation, local symphony, art galleries and the like seek board members well known in their communities, well known politically and business circles. The limitations of "oversight" as value added role.

Boards are underperforming groups

It is inevitable that board struggle with their role ler alonem way they aresupposerd to bring to organizations.

Time together
Familiarity with one another
Limited terms
The problem of expertise
The problem of wisdom

The merits of focusing on board room

Reporting on HR

gmacdonald

While boards and executive directors must keep their eyes on their non-profit's mission and goals, two other areas, financial and human resource practices should also loom large when to comes to assessing organizational performance. While human resource or personnel practices is an operational area, under the purview of the executive director/CEO, every non-profit ought to aspire to be the best employer it can be. Policy standards HR Dashboard Reporting

We Do Not Have Quorum

gmacdonald

Awhile ago another consultant on the East Coast of Canada emailed me with a question "What should I advise my client about handling the minutes of a meeting that failed to have a quorum of directors present?"

I have not written about the issue of meeting quorums and assumed there is not much one could say other than "no quorum, no meeting". I know though from conversations over the years that many board's struggle with getting quorum at directors meetings and at annual general meetings. Surely I thought, I could offer some better guidance.

After a some research and reflection I believe there is much more that can be said. I responded to my colleague and thanked her.This post is a longer version of those views and focuses on four questions.

How can one avoid the problem of not achieving quorum of directors?
What can the directors who are present do when they do not have quorum?
What can you do to ensure a quorum of members shows up for the AGM?
Is changing the quorum rules to make them less stringent a good idea?

Before tackling these four questions, what is actually meant by the term "quorum"? Turning to Wikipedia, a "quorum' is the minimum number of members of a deliberative body that must be present to conduct the business of that group". According to Robert's Rules, having a quorum is protection against minority rule within the group.((Robert, Henry M., Robert's Rules of Order Newly Revised, (11th edition) 2011, p.21. Cited on Wikipedia)) As readers of my blog will know, I am not a devotee of Robert's Rules but here certainly they make sense,((A non-profit is not bound to operate according to Roberts Rules or an equivalent procedural manual unless the bylaws they have adopted state so. They seldom do. Non-profit boards certainly are free to create their own rules and adopt them as a matter of policy. See my February 2017 post Do We Need a Motion For That?)) Where quorum is concerned it is all about the voting members or voting directors present. Meeting guests, ex officio and non-voting persons, are not part of the count. No surprises here. For most incorporated non-profits the requirement for a quorum at meetings, both membership meetings and board meetings, is specified in their bylaws. This means that it is a requirement that has has some legal force over conduct of the organization, certainly so if someone complains about matters of process. It can be perilous to ignore these rules.

Some complications

So, should a meeting that unexpectedly fails to meet quorum go ahead following the agenda, anyway? The short answer is no. What if quorum is achieved by some one arriving late? Robert's Rules would say too bad, the opportunity to proceed with the agenda is lost. I suspect there are lots of situations where a board will put off a decision until later in the meeting in the expectation of quorum being achieved with a late arrival.

I am not a stickler for rules that exist because of some parliamentary tradition. But I a stickler am about sloppiness in what is a democratic process. Boards that struggle with quorum would do well to better articulate their own rules, perhaps in meeting minutes, in a short policy or when amending the bylaws. I might go the policy route myself. Before I go any further, I need to remind the reader that "achieving quorum" means one has met the minimum requirements in cultivating commitment to, and interest in, what one's organization does. Always having quorum is not a badge of honour. Now to the four questions....

1. How can one avoid the problem of not achieving quorum of directors?

Is your quorum problem a surprise event or a re-occurring one?

The sudden occurrence of a insufficient number of voting directors might suggest merely that there is no expectation that people send their regrets to the chair or secretary in the event they realize they cannot attend. This would seem an easy matter to remedy, perhaps with just a friendly reminder.

But there is more to be considered if your board meetings are frequently unable to meet quorum or, if they do have quorum, it is one director over the minimum number required. Maybe it is close because it is the same people who consistently show up and the same people who do not. If this is the case then several "difficult conversations" may be needed, one-on-one certainly.

A persistent case of lack of a quorum often points to a more fundamental problem or set of problems with one's board, how it understands its role and how its conducts its meetings. Missing from its practice may be:

An board recruitment process that involves a real conversation that seeks to match candidate and board expectations
Board orientation for new directors
Clearly articulated board member responsibilities
An understanding of the board's role in the achieving the mission of the organization
An annual board calendar or map of the boards work ahead
Attention to good board meeting planning
An engaged and effective board chair

I have posts on most of these topics and so will not go into them here. ((I have several posts relevant to good practices that can help address board meeting quorum problems. They include Repurposed Board Meetings , Refurbishing Your Chair, Board Orientation Rejigged and most recently, Old Business-New Business)) I will say though that if having a quorum is important for a particular meeting because there is a timely matter to be dealt with, every board member should have been made aware of it in advance. To discover after arriving at the meeting that there is a critical decision needed suggests bigger leadership problems, certainly a lack of trust.

2. What can the directors who are present do when they do not have quorum?

The options available to a board that does not have enough directors to meet quorum are the following

Reschedule the meeting
Cancel the meeting
Do something else
Finesse the situation

Reschedule The first option depends on how important the meeting is, or was to be. If there are important things to get done or decision to be made, rescheduling makes sense. If there was a critical matter before board and everyone knew this beforehand and still there were not enough directors present then the failure get a quorum must have been a fluke. Hopefully there are not other reasons. Also, if you are a board that has its work plan set out for the year, and it is a plan dependent on all your meetings, then rescheduling is probably necessary unless it is possible double up the work at the next regular meeting, in part by extending the meeting time. Rescheduling should be be somewhat easy since all the preparation work and material for it have already gone out, What will be required will be some checking on people's schedules and maybe some gentle urging, Hopefully the board chair will take on a piece of this work. If you opt to double up the meeting with the next one, then some agenda re-planning will be necessary. Cancel the meeting For many boards missing a regular meeting would not be the end of world. Lots of board meetings follow a routine agenda and report approvals are not critical decision matters that must be made every month. So, and do not like saying it, cancelling a board meeting is often not a big deal,((The frequency of regular board business meetings is a topic I have written about. For example see my 2017 piece Repurposed Meetings. A recent post by Joan Garry Your Monthly Board Meeting is a Waste of Time, Heres Why is worth a read too)). A board should not feel obliged to meet month in and month out (often 10 times a year) as is common practice. Boards that meet quarterly are in a different position; lots more can happen to an organization over a three month period. Cancelling is a reasonable option too when the relevant operational reports are already in directors' hands. The board has been informed about key matter and, as is often the case, all is well. There are no consequences, legal or otherwise, to cancelling a routine board meeting. A final thought here. In the event there is a cancellation, especially one due to a lack of quorum, the Board chair should apologize to the executive director and to any others who have prepared for and set the time aside for the meeting.

Do something else

If a board meeting cannot proceed and nothing can be decided is there something else can be done by those who have shown up?

Well there may be something on the agenda that could benefit from more discussion than would have been possible had the meeting gone ahead on multiple items. One could even take some notes of the conversation to provide as background for the whole board at the next meeting.

By the way, this was the board minutes solution my consulting colleague ended up recommended to the group she was advising. The notes produced were brought to the next board meeting and appended to the minutes.

Maybe those present could have an discussion about a board level topic not on the agenda. Maybe the topic is improving attendance like "beyond meeting meeting quorum". Having a annual board calendar means that lots of board topics will be on the radar. I would be careful about using the moment as a opportunity for the group to give advice to the executive director or for the executive director to seek some. It wou be better used as an opportunity for some board-level reflection.

Finesse the situation

The term finesse has several meanings, one is to skillfully handle a delicate situation, another is to inject some trickery into the play, as in a card game.

It might be thought that, being only one or two directors short, a group should have the meeting anyway and then invite a director or two not present to weigh in afterwards on a decision matter with a visit, phone call or email. Then, once their views have been taken into account, the minutes can be "completed' to reflect the decisions made by a quorum of directors.

Boards should be very careful here to avoid gaming governance. If an important board decision is urgently needed and no quorum is present would seem to me that

A conversation after the meeting with the errant directors to secure their "vote" must fully inform them of the important considerations raised by the other directors and capture their own
The resulting board minutes should be fully transparent in disclosing the board's departure from normal practice

I admit I am uncomfortable with this option, although not the above advice. That a board would get itself in this position, given what I have already said, suggests the need for some reckoning.

3. How can you insure a quorum of members shows up for the AGM?

The non-profits I know vary in the importance they assign to their annual general meetings. For some the AGM is an important element in their accountability and community building efforts. For others it is merely a perfunctory exercise that fulfils the requirements in their bylaws. I hasten to add that some organizations pay lots of attention to accountability and community building, but do not look to their AGM as a key means of doing this. The importance of an AGM often hinges on a non-profit's membership model, a model usually described in the group's bylaws. Typical membership structures, with the pros and cons of each, are outlined in this recent piece from Nonprofit Law Ontario. Generally speaking the requirements of a AGM agenda are fixed and report focused. They too are often prescribed in one's bylaws. Other than the election of a board of directors there is usually little to attract members to an AGM. Changes in the organization's bylaws, often the reason a quorum is especially important, are seldom a draw. However, add in some social networking time, snacks and guest speaker or panel discussion and it can be. (Quebec organization) Without some AGM planing and promotion, ensuring that there is quorum present can be challenging. What else could you do?

4. Amending your quorum requirements

Board meetings Boards nowadays tend to have between 8 and 12 voting directors, The expected quorum would be half plus one in the case of an even number of directors, or an actual majority in the case of an odd number of directors. ((There has been some research on voting preferences where a board has an odd or even numbers of directors. One of my first posts from 2013 is on this topic. Is Your Board Somewhat Odd )) But what if one's bylaws specify that the maximum number of director on the board is "up to14", but only 9 positions are filled? It is not good for the bylaws to state the actual number that constitutes quorum. A quorum for 14 directors would be 8 but in the case of they're being only 9 elected directors, the majority number would be 5. The bylaws should be amended to indicate a "majority of of directors". Members Meetings Identifying what the quorum should be for an AGM or other membership meeting is more complicated. There is no "right" answer. Where a percentage of directors is the approach to quorum when it comes to the board meetings, an actual number is probably better to use for an AGM. How many members should and can your board draw to the AGM? Are you going to put some effort into getting members out? If your non-profit is really a membership organization, not just one where the only reference to members is in the bylaws, then a larger quorum may be desirable. I like the number 25. It is a figure that is probably double the size of the board. This means that AGM motions, if there is some divsion, cannot be carried just by the directors present. If the members are really just the current board, some past board members and perhaps the staff, a small quorum is reasonable, A quorum of 15 members may a large enough group to proceed with the meeting. Remember, quorum is a minimum number. If a hundred people show up regularly this is not a case for raising the quorum. The membership meeting quorum Unless a non-profit is a "membership organization" where membership growth is a performame metric, membership of a non-profit can decline or shift over time e...

Revisiting quorum

I expect this post will be of greater value to non-profits that have experienced quorum problems than it will to those who have not, However, it you are on a board of 12 where the quorum is 3 directors and meetings with only 3 or 4 directors present is a common occurrence, you should be concerned. Raising the quorum to 5 or 7 may not be the answer to the problem of lack of director interest, Taking other actions to boost director participation, of course, may take longer to see results from.

Yin & Yang and Boards

gmacdonald — Thu, 07 Jun 2018 16:29:53 +0000

The idea of my trying to connect the ancient Chinese philosophy of Yin and Yang to non-profit governance predates the addition of Gracie, the border collie, to our household. As pervasive as pet photos are, it is pure happenstance that her looks provide a good visual metaphor. Perhaps the notion of Yin and Yang offers some insight into her character. I am not the first person to try to link the concept of Yin and Yang to ideas about leadership or management.((The terms Yin and Yang are capitalized when used as nouns, not when used as adjectives. The term or terms are sometimes used out of context or, when the context seems it might be appropriate, are only used to grab the readers attention rather than to explore their origin)) But can this concept provide boards and executive directors with useful insights in how better to govern their organizations? Perhaps so. Charity and voluntarism are part of traditions, philosophies and belief systems other than those in the West. ((Asian Buddhism, for example, seems to support the idea of philanthropy in the idea of gift exchange. The words are dharma and dana. In Judaism, the Hebrew word tzedakah means righteousness, fairness or justice. In this tradition giving to the poor is not viewed as a generous act; it is an act of justice, It is a duty, giving to the poor is the right thing to do, an obligation to be acted upon regardless of ones financial standing)) In Chinese philosophy, Taoism, the search for meaning, Yin is dominant. Confucianism, which is about social relations, favours Yang. The former values quiet reflection, the latter stresses the importance of engagement in life. The symbol, if not the terms, will be familiar to many people.

Yin and Yang

One can talk about Yin and Yang as two concepts but they are really not meant of be separate. Yin and Yang are the parts of a whole, parts in a symbiotic or complementary relationship.((For a bit more on this topic see Mark Cartwright's overview of Yin and Yang in the Ancient History Encyclopedia, May 16, 2018)) They each embody energy and perspective. Yin, to name some of the features attributed to it, is:

Feminine
Dark
Water
Passive
Quiet
Earth
Winter
Even numbers
Old
Hidden
Spirit giving

Yang is characterized as

Masculine
Light
Fire
Active
Loud
Summer
Odd numbers
Young
Obvious
Form giving

Its all about balance

Yin is regarded as dark, not evil dark, but difficult to know dark. Yin is more spiritual, more about feelings. It is about intuitive knowledge. And it is about the future. Yin, despite the stereotype, is regarded as the feminine side. Yang is regarded as light, not as in good, but as in clear or unambiguous. Yang is more concrete, more logical. Disciplined, Yang is more about the present. Yang is the masculine side. Yin is like the contents of a cup, Yang is the container itself. Yin is the peaceful flowing river, Yang the loud waterfall.((For these and other analogies see John Bellaimey's The Hidden Meanings of Yin and Yang on YouTube)) The circular symbol suggests the relationship of two swirling forces....movement, not static. Yin and Yang are not so much about opposites. It, or they, represent the idea that the interaction of contradictory forces can help create harmony, a stronger more complete “whole". Yin and Yang therefore are never completely in balance - they are always in motion in seeking balance, seldom arriving there. The small dots within each of one (represented by black and white) symbolize that there is always some Yin (black) within Yang (white) and vice versa. Nothing is absolute with Yin and Yang. Yin (the black) contains a seed of Yang (in the form of a white dot). There is Yin, but interestingly, Yin is also Yang because it contains some Yang.

Non-profit governance

Most people who are, or have been, on a non-profit board might recognize, from the above description, that their work tends to be mostly yang. Creating policies, reviewing budgets, and setting fundraising targets are about managing, about the search for predictability and consistency. This is yang work. I often hear complaints that board work seems unconnected to an organization's purpose. Purpose, mission, vision and values though are hard to grab onto, yin not yang. We feel pressure to make them more concrete and actionable. Strategic planning which can start out as yin or makes forays into yin territrory, typically gets turned into yang by the end of the process. Board meetings are typically yang. Packed agendas provide no time for reflection, no time for yin work. Yin ponders and questions from "left field"((I love the baseball origin of the term "left field" which seems appropriate here because if refers to the fact that the left fielder has the longest throw to first base)). Yang wants action, likes ready answers, values certainty and wants to move on. If governance is about organizational and community leadership then perhaps it requires both Yin and Yang work. This is not about striving for balance all the time, it is about balance over time. Adding in opportunities for Yin work is not about disparaging Yang work. Together they are needed for a more complete approach to governance. What might governance look like if there were more space for Yin?

The acknowledgement, not just tolerance, of messy, chaotic discussion
Different kinds of governance gatherings, not just board "business" meetings
Greater reliance on individual board member study, reflection and writing
Noticing of outlying questions and comments

On reflection

We have come to appreciate that Gracie really craves action but also benefits from some off-duty time away from the stimuli of the big world. She readily goes into her kennel when asked and, on her own, will retreat to a spot under the bed where she can sleep without having to keep an eye on things. We are hoping that as she matures we will see that there is room for more middle ground. We will all be happier with her appreciating Yin and Yang, not just being Yin or Yang.

***

The image is of our four-year old border collie, Gracie. Two humans care for her, or perhaps it is she that is caring for us. Gracie's adventures can be followed on Instragram @gracieofnovascotia

Stressed out?

gmacdonald — Tue, 22 Oct 2013 19:23:49 +0000

Non-profit executive directors are dealing with a high level of stress, says a 2012 study. Driving Change: A National Study of Canadian Nonprofit Executive Leaders reports that nearly half of executive directors are experiencing levels of day-to-day stress that are excessive or approaching excessive. Are nonprofits unusually stressful places to work? The impacts of stress on individuals, what causes it and what we can do about it has been the subject of numerous national reports both in Canada and the USA . Working conditions, broadly speaking, are certainly a source of stress for many people. Working conditions principally include the volume of work, the pace of work and one's degree of control over the tasks involved. The levels of stress reported in the study are those experienced by people in organizational leadership positions. This is likely not a surprise for the executive directors I know. Many would cite funding uncertainty and the burden of responsibility this carries with it for the welfare of both clients and agency staff as contributing to their stress. It is worth noting that the study was carried out under the auspices of the national HR Council for the Non-profit Sector, a body that had to close its doors last year because of the loss of federal government funding. Is it likely though that nonprofit workplaces are more stressful than those in the private sector, especially in small businesses, for individuals of similar responsibilities? The Driving Change study does not reveal much about the causes or sources of stress faced by executive directors. Long working hours and unsupportive boards are clearly part of the picture it draws. It suggests that that these are problems that might cause a executive director to leave the sector, say to take a job in government. Volunteer boards would be well advised to be attentive to the quality of the work environment their organization provides for all staff and avoid taking their executive director's commitment for granted. The level of compensation paid to non-profit executive directors, as important an issue as it is in attracting and keeping talent, is not really a stress factor. People are attracted to non-profit organizations because of what they can do and the fact that, with small organizations especially, the potential for challenging and engaging roles is immense. The experience of leading a non-profit, some would say, cannot be beat. It would be a mistake to think that executive directors and boards have their hands tied in addressing the stress associated with the work their organization does. Flexible hours, working from home, planned leaves, job sharing and attention to cultivating staff who can step into other roles can be considered. From a governance perspective, clearer direction through policy can help a lot. Social and emotional support in the workplace is also critical in helping alleviate the symptoms of stress and it would be interesting to know if non-profits in the social services field are any more attentive on this front than organizations in other sectors of the community. It strikes me that one thing that an organization's leadership can also do is be way more strategic in what their non-profit does in terms of both programming and revenue generation. Being "all over the map" has got to be stressful too.

Fall Promises of Multi-Year Funding

gmacdonald — Wed, 23 Oct 2013 19:23:31 +0000

The Liberal Party handily swept the New Democratic Party (NDP) out of office this month in Nova Scotia after them having only four years as our provincial government. It is unlikely that voter preferences were swayed at all by Liberal promises for improved support for the nonprofit delivery of social service programs but there they are, bold faced, in the Liberal platform. The big one is the promise of multi-year funding. Nonprofit sector organizations here may not find in the Liberals a more community organization-friendly government than the NDP, but we will see. The outgoing government had a strong advocate in Cabinet for the sector in Marilyn More, Minister of Labour and Advanced Education. One of the Government's most promising capacity building initiatives, the Nova Scotia Community Sector Council, is now up and running. The fact that the Liberals have appointed Joanne Bernard as their new Community Services Minister augers well. Joanne is the former executive director of Alice Housing, a well-regarded and highly visible non-profit organization providing temporary housing for women and children leaving abusive situations. [caption id="attachment_597" align="alignleft" width="216"] Liberal leader and now new Premier of Nova Scotia, Stephen McNeil, on the campaign trail (The Canadian Press/Andrew Vaughn)[/caption] In addition to multi-year funding, the Liberal election platform promises increased support to family resource centres, transition houses, women's centres and 2nd stage housing. There are more than 40 such agencies across the Province whose work could greatly benefit from more organizational support. However, it is multi-year funding, more than any other single measure, which could have a transformative impact on the capacity of non-profit organizations that deliver social service programs and result in more positive impacts on communities. Unfortunately a clear picture of the value of services funded by the Province and delivered by non-profit agencies is not discernable from public documents. The Department of Community Services alone contracts out more than $400 million a year in work to non-profits, a big piece of this for programs that support persons with disabilities. It invests millions more in supports for day care and child development. The Department of Health and Wellness has a contractual financial relationship with non-profits such as nursing homes and home care service providers. They too involve hundreds of millions of dollars per year. The list does not end here. The vagrancies of year-to-year government funding arrangements that have characterized the delivery of services by non-profit organizations in Nova Scotia have severely hobbled boards, staff and their community stakeholders. Indeed, the arrangements have inhibited the adoption of sound financial decision-making, human resource management and governance practices in many agencies. Non-profits entirely dependent on providing government-funded services have been most impacted and there are lots of these. Multi-year funding arrangements, if designed well, should enable agencies to think ahead, to take initiatives that may be several years in the making, invest in staff and explore real collaboration with other organizations. The fact that multi-year funding is not already the norm can be attributed to many factors. These include the Government's own antiquated budgeting system, the handcuffing of public expenditures to short term political needs, creeping managerialism in the provincial public service and the increase in the use of crude measures of bureaucratic control. Nova Scotia is not alone here. To change the system will take vision, perseverance and a letting go of political egos. I am hopeful, but it is way too early given that the new government is just now grasping the reigns of power, to say if I am optimistic.

Motivating board members: it's complicated

gmacdonald — Mon, 16 Jan 2017 18:01:39 +0000

Executive directors and chairpersons are often at a loss to figure out how to motivate their boards to show more interest or take on new tasks. But what is it that motivates board members in the first place? Perhaps they are already motivated but efforts to get the board members to change miss the mark. Sure, 'giving back to their community' may well be the reason most people serve on a non-profit board but is it useful to know this? Might there be lots to understand about board member needs and aspirations as volunteers before we ask more of them? The motivation for board service, as it turns out, is complex because most individuals are motivated by both altruistic and personal reasons for joining and serving on a board. Understanding what is important to board members and helping board members understand what is important to each other could be of value. Knowing this can help in strengthening the board as a team and in generating director energy around and away from the board table.

Motivation

The topic of motivation figures prominently into most organizational behaviour courses, a core subject for most business and public administration students. As an OB instructor I have exposed hundreds of students to a number of motivational theories or frameworks. The idea of employee motivation, introduced in the university classroom often starts with introducing Abraham Maslow's pyramid, or hierarchy of needs, proposed more than 60 years ago. More recent thinking on motivation has given rise to other useful frameworks including David McClelland's Learned Needs and Paul Lawrence and Nitin Nohria's 4-Drive theories. And then there is the idea of extrinsic and intrinsic motivation, the difference between motivation that arises from outside the individual and motivation from within, like students being motivated more by grades or by the love of learning. I will return to this in a bit.

Altruistic and Personal Motivations

Luckily there is some research on motivation on volunteer boards including both Canadian and American studies. Two offer particular insights. Sue Inglis and Shirley Cleave did a study in a southern Ontario locale resulting in "A Scale to Assess Board Member Motivations in Nonprofit Organizations" .((Sue Inglis and Shirley Cleave, A Scale to Assess Board Member Motivations in Nonprofit Organizations, Nonprofit Management and Leadership, Vol 17, No 1 Fall 2006. For another Canadian study see Elizabeth Ridley and Kathy Barr Board Volunteers in Canada, and their Motivations and Challenges, Knowledge Development Centre, Imagine Canada, 2006.)) It was published in 2006. Sue was then at McMaster University in Hamilton and Shirley was at my alma mater in the east, the University of New Brunswick. Both taught in departments of kinesiology, an academic discipline often married with sport and recreation management. Inglis and Cleave found that board members’ motivations to serve could be grouped into these six general categories.

Enhancement of self-worth
Learning through community
Helping community
Developing individual relationships
Unique contributions to the board
Self-healing

Helping one's community and contributing ones particular experience and skills to the board's deliberations are clearly altruistic motives. But what of the more personal reasons? These include being recognized and appreciated, developing new professional contacts, interacting with other community leaders, gaining new perspectives and knowledge, broadening one's social network, and successfully completing tasks as part of group. Many boards operate under a virtual "cloak of invisibility" when it comes to their presence in their own organization and in its wider community. Few operate with their own governance goals in addition to the organization's goals.

Joining and Staying Engaged

In the U.S.A., Katrina Miller Stevens and Kevin Ward conducted some research on the subject in Georgia that is presented in their paper Board Membership Motivations published in 2013. ((Katrina Miller-Stevens and Kevin D Ward, Board Membership Motivations: A Research Project On Individual Motivations For Nonprofit Board Membership, Georgia Center for Nonprofits, 2013)) Miller- Stevens and Ward's article is founded on the concept of public service motivation, a topic much studied. The Georgia study looked at what attracts people to a board and what kept them engaged. They too uncover both altruistic and personal reasons for serving with altruistic motives being the most important. While there are not dramatic differences in the motivations for joining and staying, the board members they surveyed rated the opportunity for personal growth and networking more highly in their decision to join a board. Loyalty to the organization was for many one of the reasons for continuing to show up for meetings. A faithful board, it seems to me, may not be one inclined to show much initiative.

Men, Women and Youth

Given the demographic make-up of the boards studied, if not across North America, neither study benefited from ethnically or racially diverse samples. Nonetheless, Miller-Stevens and Ward discovered that while there are not a lot of gender differences in a person's motivation to join and stay on a board, there are significant age differences. The younger the board member the more likely they will look to "enhancing self worth" and "developing relationships", as one reason to be involved. Their reasons are more personal, more about their own development and career prospects. This is as it should be!

More (Reasons) is Better

I am of the view that greater motivation comes not from a single source but from board members having multiple hopes and aspirations around their service. Altruistic motivations may be tops for most directors. However, unless one is on the board of a newly forming organization or are on a board actively helping the organization stickhandle itself into taking on a new community role, a director's own connection to 'doing good work' is not likely to be direct and tangible. Chris Jarvis, a Toronto-based consultant, has suggested that when it comes to volunteers, self-interest, not altruism, is a more powerful motivator. He writes that it "is essential that people begin to discover they're intrinsic rather than extrinsic motivations for volunteering. Why? Because when the things we do connect to who we are, we become personally invested".((Chris Jarvis, Want Good Volunteers? Forget the Altruistic, Find the Self Interested (Parts 1 & 2), Realized Worth - Blog, September 2, 2009)) Jarvis goes further and suggests that the more we ask a volunteer to do things out of altruism, the more we run the danger of them objectifying the beneficiaries of that effort. He recommends that we help volunteers to discover the personal reasons they have for being involved. The same I believe, goes for board member volunteers.

Board Exercise

Taking up Jarvis' challenge I have created a one-page Board Motivations Exercise that can help board members identify and then discuss their motivations for serving. It is based on Inglis and Cleaves' work and includes some instructions on how best to use it. I have tried it out a couple of times with good effect. It makes for a different discussion than the norm at a board meeting. It also signals that it is OK, even if board members choose to keep some motivations to themselves, to have some personal reasons in the mix. Sharing and discussing the motivations encourages personal disclosure that can strengthen the bonds of trust on the board. Perhaps this will also generate greater commitment and energy around and away from the board table.

Ideas for Board Chairs and Executive Directors

Board chairs and executive directors do not have to rely on simple assumptions about what motivates their board members. The idea of board indivisibility, or dealing with the board as a whole, essential in many respects, works against tailoring the board experience to the needs of specific individuals. Departing from this principle a little, here are some steps to consider:

Make your board more visible to your organization and its stakeholders. Do you have a list of your board members on your website? Do you report on board matters in your newsletters, internally and externally? Does your annual report enjoy wide distribution?
Encourage board members who are still building a career to list their service on their resumes and LinkedIn page.
If you are an executive director invite a board member to a meeting with a funder or sister organization even if they are just along as an observer. Occasionally these could even be scheduled well in advance. Remember not to just extend the invitation to the whole board if there are directors who are particularly interested in building their networks.
Consider having your board set some goals or projects for itself for the coming year. These might have to do with recruitment, creating new or reviewing existing policies, revamping their executive director evaluation, board education in relation to sector and community issues, or the leadership and management of a particular event. Suggest to some directors that they lead the initiative.

There is lots of advice on how to "give" your board some motivation. Better meetings help. So do some suggestions for overcoming common obstacles to, and misconceptions about, certain responsibilities and tasks, especially around fundraising. Usually such advice comes with the suggestion that motivation should start at where the board is at. Perhaps understanding both the altruistic and personal sides of motivation will help with this and thereby enable individual directors and whole boards to better see where their interests lie in taking on more meaningful roles.

The image of four pyramids chosen for this post is of the Muttart Conservatory, a botanical garden located in the North Saskatchewan River Valley just outside of Edmonton, Alberta, Canada. This community asset is a result of a key donation from the Muttart Foundation one of Alberta's best known philanthropic institutions and one with a long standing interest in non-profit leadership.

Distinguishing Strategy

gmacdonald — Thu, 28 Nov 2013 13:22:11 +0000

I was having coffee the other day with friend at the Humani-T Cafe on South Park Street in Halifax. In the course of a wide-ranging conversation about non-profits, she related a story about a organization she knew of whose board said they could not do strategic planning because they did not have the resources. I sense that there is a widely-held view that in order for a non-profit organization to operate strategically they need to spend money hiring a consultant who will help them create a 'plan'. Formal strategic planning exercises, as valuable as they can be, have far too strong a grip on how how executive directors, boards and funders think about what it takes to operate in a more goal-oriented and intentional way. Roger Martin of the Rotman School of Business at the University of Toronto believes that people make the crafting of organizational strategy harder than it needs to be. Writing in the Harvard Business Review Blog Network in May 26, 2010, he suggests that people "focus too much on the tools", or think it is only about "big picture stuff." Martin outlines what he suggests are five interrelated and cascading (first to last) strategic questions facing any organization. Here they are in italics (with the bolded words in the original article retained) followed with some of my ideas on how these questions might be applied to non-profit organizations. 1. What are the broad aspirations for our organization & the concrete goals against which we can measure our progress? There are really two questions here. The first one invites ideas around organizational mission. I like the word "aspirations" as it invites governing groups to broaden their language around organizational purpose. For non-profits I would hope there may be aspirations for the community as well as for the organization itself. The second part of the question asks people to consider what might be the results or outcomes attached to these aspirations. This is a call to brainstorm some new or additional objectives, or reframe some existing ones, for possible consideration. 2. Across the potential field available to us, where will we choose to play and not play? This question is about the organization's sector. Non-profits typically operate in one or more areas (e.g. culture, heritage, sports, health, social services, economic development, education, etc) and within those most have staked out a particular territory. What is that territory? The 'not playing' question is equally important. It is about naming adjacent territories inhabited by other organizations in the community, perhaps in your sector, but not in your field. Sharing a field with others may be fine, uncertainty about one's field makes strategic governance impossible. 3. In our chosen place to play, how will we choose to win against the competitors there? For non-profits this question is about how does, or will, one's organizations distinguish itself in the eyes of its main stakeholders including staff, clients, and funders? What is it you want said about your organization? This is not about people knowing what you do, it is about them knowing what sets your organization apart or, dare I say, even above, others in your field. Distinguishing one's organization involves comparing it to like organizations that inhabit the same territory. What do you know about these "competitors" and their missions, approaches and reputations? Board members tend to know little about others working in their organization's field. Having some understanding of even a couple of organizations like your own is an important strategic information. It helps cultivate perspective. 4. What capabilities are necessary to build and maintain to win in our chosen manner? The answer to this question focuses attention on the organization's front line programs and services and, in particular, the resources, knowledge, skills and expertise required in providing them. What is it that one's organization need to be good at in order to realize its aspirations, meet its goals and distinguish itself? Are there capabilities that it is at risk of loosing and are there ones it needs to further develop or even add? 5. What management systems are necessary to operate to build and maintain the key capabilities? For non-profits this question has two dimensions: management and governance. This is about 'back office' functions, infrastructure and leadership. On the management side the key systems are those of financial management, fundraising, human resource management and technology. On the governance side, board engagement, community and stakeholder relationships, and recruitment and succession practices are very important. Are one's organizational systems and leadership practices as strong as they need to be given its aspirations, goals, desire to distinguish itself and maintain, change or grow its program capabilities? What Martin recommends is, "that to create a strategy, you have to iterate — think a little bit about Aspirations & Goals, then a little bit about Where to Play and How to Win, then back to Aspirations & Goals to check and modify, then down to Capabilities and Management Systems to check whether it is really doable, then back up again to modify accordingly." Martin says "crafting your strategy in relatively small and concrete chunks and honing the answers to the five questions through iteration will get you a better strategy, with much less pain and wasted time." Using these questions one could create a set of worksheets that your governing group could employ in facilitating a strategic discussion. Such an exercise would likely require some work by the executive director and a board member in advance, time for participants to reflect individually on each of the questions, and then at least couple of hours sharing the ideas in a "cascading" and back and forth approach just as Martin suggests. No consultants are necessary. Martin's suggestions about having a strategic discussion does not replace other approaches of crafting organizational strategy and, it is not a template for a formal strategic plan. However, I think it would be a valuable exercise, one that enables an organization's leadership to pose some different kinds of questions and develop a shared sense of understanding of where they are and want to be. It represents an easy way to start developing a strategic consciousness that will surely find its way into the kind of choices made around the board table. Roger Martin and A.G LaFley are co-authors of the new book Playing to Win: How Strategy Really Works, Harvard Business Review Press, February 2013. Note: I have created a set of strategic discussion worksheets using Martin's questions along with a self-facilitation guide. If you are interest in receiving an electronic copy that you can customize please contact me; I will gladly send the document to you. There is a PDF version under Resources, Governance Guides.

Is your board somewhat odd?

gmacdonald — Wed, 27 Nov 2013 22:32:18 +0000

To what degree is making decisions a central part of your board's reason for being? If it judges itself on the wisdom of its decisions, then it may be interested in new empirical research that tells us that boards with an odd number of members may make better decisions. The U.S. based Philanthropy Journal recently reported details of the study, one that reveals directors' preferences for conformity or difference. It caught my attention! The research indicates that members of boards with an odd number of directors are more likely to cast their vote based on organizational performance considerations. Where there are an even number of directors, and the preferences of the members are apparent prior to voting, individuals will more often than not abandon performance criteria and instead conform with the remaining uneven number of directors so as to be on the "winning" side. While this research on voting and board effectiveness focused on for-profit boards, there is every reason to think, suggests the article, that the effect would be more pronounced on non-profit boards which tend to be more conflict adverse. In other words, having an even number of directors present will result more often in members voting so as to conform to the perceived majority even if, in their individual opinions, the decision may not be the most beneficial to the organization. The findings of the study are interesting but how important are they really to non-profit organizations? First, I suspect that non-profit boards vary considerably in the extent to which they use voting, that is, majority rule, rather than consensus, as their primary decision-making mechanism. I have not discovered any empirical research on how boards decide, but my experience tells me that there is not only variation across organizations but within governing groups. Consensus decision making, which in theory encourages the deliberate exploration of dissenting views, ought to help counteract conformity tendencies. Boards may be committed to this approach but may fall short of achieving it in practice, especially if they have not reaffirmed the value of different points of view and made an effort to employ techniques that allow for the safe expression of all points of view. So, where consensus is valued in principle but only loosely followed, for whatever reason, members of evenly numbered decision making groups are probably likely as well to shy away from raising performance concerns if they believe they are in the minority. To be sure, not all governance decisions are equal in terms of performance impacts, either in one board meeting or in the course of an organization's life. There are more key decisions to be made when an organization is in its formative stages or when circumstances, such as funding changes, arise, than when it is cruising along, on course, as a mature non-profit. The research on odd and even numbers of directors certainly suggests that boards ought to be more conscious of their size and the skills of their members, as well take time to openly discuss the character of their decision practices.

In my opinion, one of the bigger enemies of good decision making is not whether one votes or strives for consensus, it the lack of time to adequately deliberate. The reason governing groups do not have adequate time to reflect and share views among members is the attachment to the tradition of mult-item business meetings. The norm of packed board meeting agendas can lead to hasty decisions that diminish organizational performance.

There is no reason why every board meeting should follow the same format. A routine that involves a monthly review of finances and what the executive director has done could easily be interrupted, perhaps moved to every other month. Standing board committees and their reports, which many non-profits also remain unconsciously attached to, could also be rethought so as to give whole boards more decision-making time, especially when key organizational issues are before them. In their 1995 book, Governance as Leadership, Reframing The Work of Nonprofit Boards, Richard Chait, William Rylan and BarbaraTaylor suggest that boards should not mix fiduciary and strategic deliberations as each mode of working requires different mindsets and kinds of conversations. The idea of alternating business meetings, where decisions may be important, with strategy sessions where they may not immediately be, is one a non-profit might try. We ought to avoid characterizing leadership, whether by governing groups or individuals, as essentially the act of decision-making and problem solving by those in authority. There is much more to be understood about non-profit governance and organizational performance. This includes what aspects of leadership work is best done inside the board and committee room and what needs to be done outside the board room in one's community. Note: My governance guide, Ten Tips for Better Board Meetings, may be of value. I highly recommend Chait, Ryan and Taylor's book mentioned above, Governance as Leadership, published by BoardSource and John Wiley and Sons. There is a resource on some of the ideas found in it on the website of the Social Planning and Research Council of British Columbia (SPARC -BC). Photo, Odd and Even, is by Graham Horn, November 2008. From geograph.org.uk.

Board secretary: superpowers revealed

gmacdonald — Thu, 28 Sep 2017 16:28:39 +0000

Many people are familiar with the idea of the secretary on a non-profit board. However, ideas about what role the secretary plays, even to those who serve on boards, probably does not go much beyond them taking minutes and sending out meeting notices.

While the board secretary is usually a most appreciated volunteer, the power of the position for good is almost always under-utilized. The board secretary can be a real force for improving non-profit governance.

So, what is involved in taking the role to greater heights? What is the nature of their powers?

What follows is a primer for board secretaries themselves, as well for the boards they serve on. It is accompanied by three resources: a Guide for Non-Profit Board Secretaries, A Guide To Great Board Minutes and Board Secretary Job Description This post offers some food for thought on the possible scope of the job and the qualifications that may be needed to do it well. You might be surprised.

I have been a board secretary myself and have watched others serve in the role. I have come to believe that the potential power of the secretary, power stemming from their unique vantage around the board table can be a key force for good non-profit governance.((Michael Daigneault, states, in his 2004 concept paper that the secretary should be seen as the chief governance officer, a role that encompasses being the steward of the boards’ governance processes. See “The nonprofit board secretary: A New Role -A Concept Paper”. The Midwest Center for Nonprofit Leadership, University of Missouri – Kansas City, Kansas City, Missouri))

A mostly secret life

Little has been written about the responsibilities or the role of secretary, or indeed the skills and attributes needed to fulfill it. Perhaps it is the tendency, as with other board positions, to assume that the job is understood merely by its title, or that those involved will figure it out in due course.

Yes, the work of the board secretary centres around taking board meeting minutes. Some boards go further and add to the role the responsibility of notifying board members of meetings, sending out board meeting materials, being the recipient of meeting regrets and keeping track of director terms. This work is important for sure, but not extraordinary.

The role of board secretary may depend on whether one's organization is managed by volunteers or by staff. Smaller groups depend on the board secretary to be the primary keeper and manager of key legal documents. Where the organization has full time staff and a place of business, some of these secretarial responsibilities will reside with the organization.

Secretarial sidekicks

A sidekick is one who is a close companion of, but subordinate to the hero. The secretary is not, in my view, the sidekick to the board chair. They can be an effective team working together, and their roles can sometimes overlap, but they have different strengths.

There are situations where nonprofit boards combine the roles of secretary and treasurer, or assign the minute taking to a "recording secretary", a staff person or a volunteer who is not a director. These are sidekicks. Both responses could suggest difficulty with board recruitment; the latter could also signal an lack of understanding of the potential of this work being done by a director.

Some large non-profits, universities with boards of governors for example, have staff whose responsibilities include board governance support, much of it secretarial in nature. This approach certainly has merits but it may not allow much room for the job holder to break free of functionary confines to take on a more powerful role.

It is also common for some grass roots organizations to share board work by rotating board leadership roles, including the taking of meeting notes. My guess is that this response fails in providing continuity and more importantly here, enabling the power for good to develop.

Mortal beings

A super board secretary need not be from another planet or epoch. The secretary's powers are neither inherited, bestowed or the result of an experiment gone awry. The powers are ones that only need articulation, encouragement and development.

A board secretary probably needs to be a person who, at heart, is motivated to instill order in the face of chaos, especially where the chaos is not readily apparent to others. One would hope they show up in the role with board experience and more than a little curiosity about how organizations and groups work. It might not hurt too if they were capable of being tenacious and persistent.

It might be thought that the board secretary's alter ego is someone who is more of an introvert than an extrovert. Possibly, but boards do not want anyone sitting in silence and an active secretary will have some things about the governance process he/she really needs to speak up about. The secretary is also a director in every other sense and his/her opinion on content or mission-related matters deserves equal weight to that of other members.

But, if the latent powers of the secretary are to be unleashed, what are they?

The power of vantage point

The power of the board secretary for good is first tied to appreciating and cultivating the vantage point or perspective that the role inhabits in meetings and outside of meetings. A vantage point is not so much a point of view, as a view from a point. It is "a position or place that affords a wide or advantageous perspective"((Dictionary.com))or a "wide or favourable overall view of a scene or situation.((Collins English Dictionary - Complete & Unabridged 2012 Digital Edition)) Mark Galher, an Australian photographer says: "A carefully chosen viewpoint or ‘vantage point’ can often reveal the subject as familiar and yet strange". Perspective, he suggests "encourages (one) to look more closely and from all or (from)....fresh ....angles (that will reveal) something new."((Mark Galer, The Importance of Vantage Point, Blog Post, 17/08/2015))

The power of observation

In science certainly, and in literature if the character of Sherlock Holmes counts, the power of observing over seeing is often touted. Observing requires a conscious process of noticing; mindfulness if you like. It is seeing with a larger field of view and the ability to discern key features. It is the senses and the mind working together.((See for example: Brain Pickings: The Art of Observation and Why Genius Lies in the Selection of What Is Worth Observing by Maria Popova)) The secretary really is the primary observer of governance work, at board meeting certainly, and in his/her other secretarial interactions with directors. The art of observation is to see, watch, perceive, give attention to and take note of. It is also the act of distancing, or stepping back, figuratively speaking, and re-engaging. And observing is noticing and trying to making sense of without judgement.

The power of documentation

The power of documentation comes from the ability to help make group thinking, learning and collaboration visible.((The value of documenting learning is much discussed in the field of early childhood education. This includes the value of pedagogical documentation or what is referred to as the Reggio Approach)) The secretary is the one who has to grapple with describing how the board functions, how board- executive director interactions manifest itself, what they work on, how they decide and what group memory is employed. The secretary may be the first to discern whether the board is crossing a bridge it has crossed before, a new one they are unaware of, or are on a path they have chosen to take. The act of documenting the work of governance in meetings can be a powerful tool for more self conscious non-profit leadership. The act of taking minutes, deciding what gets recorded and what does not, should not be an invisible one. The most important part of taking minutes is not so much the writing as it the questioning that, in key circumstances, goes with it. What should I record here? I am not clear on what was decided. Whose job is it to take action?

The power of intervention

Board secretaries have the power to intervene, to "nudge" the group towards awareness of their pattern of group behaviour. Interventions are a tool employed by experienced group facilitators and mediators.

Communication's theorists identify "attention interventions" as the effort of an actor to point out anomalies or inconsistencies in a group conversation or draw attention to other possible directions that might be taken.((The idea of interventions, especially in the context of therapeutic practice and social psychology is based on the work of communication theorist William R. Brown. Brown distinguished between attention interventions, power interventions, need interventions and system interventions. There is a 2009 book by on the topic by Susan K Opt and Mark A Gring The Rhetoric Of Social Intervention: An Introduction published by Sage. The Wikipedia piece on the "Rhetoric of Social Intervention Model" may be helpful)) If the board chair helps move the group forward, the secretary is the one who often holds it back, reflective moments being essential some of the time.

Th secretary's work is obviously not so much on the content of the issues around the board table as on the process of governance itself. Secretarial interventions will include probing, questionning and reminding the board when there is a need to:

Share what he/she has just noticed
Clarify or resolve differences
Bring the group back to a point made earlier but forgotten or ignored
Summarize the more salient points in an important discussion
Synthesize or connecting points to create a shared perspective
Decide on a clearer course of action
Reflect the feelings present

Some of these actions, of course, may come from the board chair. It is often more difficult for the chair to operate in the moment with larger view. The chair and secretary, at times certainly, may want to prepare for a board meeting together.

Don Your Cape

Good governance can benefit from a more activist board secretary, stewards of the organization's aspirations to learn and to make wise decisions.

If you are a board secretary you could start by using a power or two quietly where its seem needed. The secretarial resources on this website can perhaps create some added clarity around your functional duties so that you feel free to let your full potential more easily emerge.

Are a board chair and want a secretary that is more clearly your partner in good governance? Invite the person to meet over a coffee. What do you both think about the potential of the role? How can the two of you work more closely together?

The idea that board might initiate a conversation about the role and expectations of its secretary may not seem radical one, but in practice it is. How lovely it would be for a board to embrace the superpower potential of their secretary.

****

Featured image: This is a picture from the Do It For Charity Superhero Run, an event in London, England that is now in its 8th year.

A wrinkle on family members on boards

gmacdonald — Tue, 26 Jul 2016 12:44:19 +0000

The son of one of your nursing home clients, an elderly woman with dementia, is on your board. At board meetings he often raises issues around the care she is receiving such as how she is treated by staff, staff training, the cleanliness of the facilities, or the quality of the meals provided. The other family members around the table, which represent half your board, are usually quick to add their input based on their experience with their loved ones. Having the executive director's ear at a board meeting apparently can be too good an opportunity to pass up. These discussions, a deep dive into the day-to-day management of operations and individual client situations can take over a board meeting agenda. Executive directors may feel powerless to suggest out loud that this is not the forum for addressing these issues. Board members without such close connections to the day-to-day operations are also not inclined to steer the discussion away from such "real issues" back to broader business of governance. Many types of non-profit agencies have family members of the clients they serve, or clients themselves, on their governing boards. These include childcare centres, nursing homes and the organizations I am more familiar with, residential and employment services for individuals with intellectual disabilities. Non-profits are often cautioned about appointing board members who are related to staff, are former staff or are closely related on the same board. It is hard though to find any advice on other situations involving family members on boards. There are real advantages to having clients and/or family members of clients involved in the governance of a non-profit organization. Because the organization plays such a central role in their lives, these board members bring the board table:

A passionate interest in nature of the organization, its work and success
Considerable familiarity with the complexity, challenges and nuances of the work involved
Knowledge and perspective based on direct experience

Despite these advantages, family members, the focus here, are sometimes so immersed in the care the agency provides they cannot set their own agendas aside when it is required that they consider the broader issues of organizational stewardship. In addition, it is not unusual for these individuals to expect their board roles to be an advantage in dealing with agency staff. Agency staff may themselves be unsure about what authority these family members actually possess. Perhaps however, family member directors are not entirely the problem. How do boards and executive directors effectively tap into the valuable perspective that those more intimately connected to the work of the organization can offer? Its too easy to say that issue is a matter of a conflict of interest, albeit not a financial one, and that the family members should not be on the board or should exempt themselves from particular discussions. However, one of the comments I also hear from executive directors and staff of organizations is that their board has no real appreciation of the nature of their day-to-day work. Is this a case of board members bringing too much knowledge and emotion to the work of governing? This surely makes the issues more difficult to confront, but stepping back and offering a broader perspective is a skill we ask of everyone who sits around the board table. Roles and responsibilities To some extent the problem may be a lack of clarity about roles and responsibilities of board members and of family member board members in particular. The executive director's actions or lack of them may be a contributing factor too. Here are some ideas:

The role and authority of board members is an essential conversation for any board and one that the board may need to have more than once and awhile. Rather than trying to accomplish this as a 15-minute agenda item, consider devoting an entire meeting to the subject. Deal with the difference between family board members and other board members directly. Emphasize both what as board members they can offer as well as the authority of the board as a whole. Attached is a sample Board Member Job Description that one can use to help focus the discussion.
The executive director's role vis-a-vis the board also requires clarity. The executive director is a partner in governance not just the board's employee. The work of balancing governance and operational issues is a ongoing one in most organizations and the ED must be prepared to offer the board his/her opinion often about where the decisions to be made belong. A specific conversation about the ED's role in helping keep the board on track may be needed if things have deteriorated significantly. If you are the ED, prepare some questions about your role in guiding the board, make sure the item is on the board meeting agenda and initiate the conversation.

Board agenda planning Boards that are populated with family members of clients may well need an opportunity now and again to wade into program quality and personnel issues. These are the matters closest to their worries but raised to a governance level. Here are some ideas:

Put a review of personnel practices on the board agenda and again give it lots of time at one or two board meetings over the course a year. Add to the discussion some key staffing indicators - average level of training, staff turnover, number of casual rather that regular employees and wage levels. There are certainly more. Some information on how your agency compares with other non-profits could be brought into the discussion by the ED or, better still, by one or two board members who have helped with the research in preparation for this discussion.
Put a review of standards of care on the board calendar for a different board meeting. What specific standards have your funders and/ or licensing bodies set? Has your agency supplemented these with others or even set higher standards, perhaps even client outcome goals? Again, how does your agency compare with other agencies with respect to staff-client ratios, formal meetings with family members, recreation opportunities for clients, etc? Where might improvements be made and at what cost?
Consider setting some time aside for a discussion of organizational values and client rights, perhaps by means of a special meeting of board and staff. This might involve a review of a current statement of values and what they mean in terms of client support, or the creation of statements where the values espoused go beyond a list of words to examples of how they are applied on a day-to-day basis. Vu Le's (“voo lay”) always provocative blog, Nonprofit with Balls offers a helpful article here on the importance of articulating organizational values.

I hope readers will weigh in on this issue. There may be other dimensions to handing these situations better. Certainly there is an important role that the board chair can play in managing the challenges of family member on boards. The executive director also needs to attend to communications to staff about the job and the authority of board members.

Board Orientation Rejigged

gmacdonald — Thu, 12 Apr 2018 00:34:51 +0000

Board orientation refers to a process for helping newly elected directors contribute fully, and as early in their term as possible, to the governing work of the board. Very often it takes the form of a special meeting designed to provide information to these directors about their responsibilities and the operations of the organization. Is it enough to assume that the goal, simply stated, is to transfer important information and respond to questions from new directors? From an adult education perspective I think board orientation could benefit from the articulation of some specific learning objectives and then possibly a process that is broader than a single orientation session. Conducting an orientation for new board members is widely regarded as an essential part of good governance practice. It is often the executive director or CEO, where there is one, who is the person who conducts the orientation. He/she knows the most about the workings of the organization typically having been there longer than most board members. Non-profits that formalize board orientation and have a given thought to the things that board members need to know deserve a star. There are a number of useful online descriptions of the topics that could be covered.((See for example the board orientation advice offered by National Council of NonProfits, and BoardSource both from the USA. Also see Susan Fish's excellent 2016 piece on this topic on the Canadian site Charity Village))

Some learning objectives

Years of experience working with adult students in the context of university continuing education has left an indelible mark on my own practice. It is clear that many people do not learn best when treated as empty vessels to fill up with information. Board orientation, like any other adult learning opportunity, should enable integration of new information with a person's expertise and life experience. It should involve time for reflection and discussion. Good adult education practice also stresses the value of articulating learning objectives as the first step in program planning. Lots of help in crafting good learning objectives is available.((For a guide to writing learning objectives see Developing Learning Outcomes: A Guide for University of Toronto Faculty, published by the Centre for Teaching Support and Innovation)) Taking such advice to heart, here are some suggested board orientation learning objectives. Through the process of board orientation, our new directors will be able to:

Describe their roles, responsibilities and time commitment to governance work both around the board and committee table and away from it
Outline the current goals, opportunities and challenges facing the organization as a whole
Appreciate the core values of the organization and how these manifest themselves in its work
Identify the organization’s key stakeholders including staff, volunteers, members, funders, clients, partners, the public
Describe the structure of the organization in terms of programs and staff responsibilities
Describe how their own background, knowledge, experience and skills will contribute to the current work of the board and the challenges of the organization
Appreciate the background, experience and skills of some of the other directors
Describe how board meetings are currently run and decisions are made, and what governance objectives the board has set for itself
Outline the polices that exist that describe the financial and HR standards that have been set
Appreciate how this board functions similarly or differently than other boards they have served on or are serving on

Referring to Bloom's Taxonomy of Educational Objectives, this list is heavily in the cognitive domain of learning.((Bloom's Taxonomy of learning objectives is a resource intended to help improve teaching and learning practice, especially in colleges and universities. An good example is this guide published by the Teaching Centre at the University of Lethbridge in Alberta)) Where the objectives touch on current organizational and board challenges, as well as any hopes and fears about board service they may hold, they also contribute to the affective domain. The objectives are certainly complex. And even there may be some missing.((Should one include learning objectives related to ability of a new board member to describe the organization's mission and goals, or to remember the priorities in the strategic plan? Consider though if your mission and goals are more for public consumption than for inspiring board members or helping them to differentiate your organization from others)) But the list is already a bit long I think. There is value in focusing on the really important ones. What is critical to a board's functioning may differ some from one organization to another and over time. Crafting objectives also involves some effort to put yourselves the shoes of your new directors. What might they want to know? Any list of learning objectives is an improvement over just a list of topics. This is because objectives tend to speak more meaningfully to new board members as well as to those leading the process.

Orientation Activities

Realizing all of these learning objectives would be hard to achieve if board orientation were to involve a single group session. The term "on-boarding" has come into vogue as term for a broader approach to integrating new people into an organization's work and culture. Perhaps it applies here.((Consultant Mike Burns uses the term "on-boarding" in his 2016 post on board orientation. His blog, Nonprofit Board Crisis, which reflects on non-profit news stories in the USA, is a good one)) A broader approach might be to distribute your learning objectives across a number of activities:

Board recruitment
Orientation workshop session
Meeting with executive director and board chair
Tour of offices or program sites (and introduction to staff)
Mentoring of new directors
Mid-year board education session (whole board)

I am not suggesting that every non-profit employ all these orientation activities, just more than one of them. The activities and the learning objectives associated with them can be used to create a table that can be employed as a board orientation planning matrix.

Board recruitment

It is a good idea to align director recruitment and board orientation. Using the learning objectives as a guide, one can make a checklist of key pieces of information to be provided, and questions to be asked and invited of each board candidate. To me, the following four objectives might be the ones to shape the recruitment conversation.

Describe their roles, responsibilities and time commitment to governance work around the board and committee table and away from it
Outline the current goals, opportunities and challenges facing the organization as a whole
Describe how their own background, knowledge, experience and skills will contribute to the current work of the board and the goals of the organization
Appreciate how this board functions similarly or differently than other boards they have served on or are currently serving on

Board orientation session

Conducting a special meeting or workshop session is the most common expression of board orientation. It might be a two or three hour event that includes lunch or a potluck hosted by the existing board. If there are only one or two new board members it might involve an afternoon long meeting with the executive director and board chair. Many of the learning objectives can be met in whole or in part, by this special session. Indeed the objectives aligned with this activity might even serve as a session agenda. If your organization has a board manual that goes to new directors you will want to give some thought to where it fits in the orientation process. How will it, or parts of it, help realize particular learning objectives? Getting to know all members of the board is really important to new directors, and maybe even to existing ones. This is part of objective seven. Do not rely on board meetings to accomplish this. You might start by making the board orientation session open to all board members. Alternatively, the session might be ended with a "meet and greet" full board gathering.

Meeting with Board Chair and Executive Director

In my view both new board members, and prospective candidates, should have an opportunity to meet face-to-face with both the board chair and the executive director. It could be meeting scheduled after the first board meeting that a new director, or even a prospective director, has experienced. A more intimate and less formal meeting can help establish some rapport and identify any expectations and issues that are specific to the candidate or their role on the board. Such a meeting might be used to highlight matters that might not get raised in a more the formal orientation session. So, wouldn't a new board member meet with these two key people anyway? Possibly. The goal though is not to check off the activity, it is to provide an opportunity to address some outstanding matters from the learning objectives.

Tour of Offices or Program Sites

Providing new board members with a "tour" of your offices or program work sites can be a valuable part of any orientation. Indeed, it might even be a useful measure to consider when recruiting board members. This activity could help address learning objectives three, four and five. A tour will depend on the nature of a non-profit's work. Not all organizations have offices that provide a feel for one's programs. Also, some will have a public face to their work like a food bank distribution warehouse, a community centre, or a sheltered workshop, Others, like a literacy program or a halfway house might not. A scheduled visit by newly confirmed board members to any organization's offices is certainly valuable as mechanism to meet staff. Consider having each new board member spend 10 minutes at one staff member's desk, having been previously prepared them with a staff list and a few questions. Finish the tour off with a coffee break.

Board Mentoring

The idea of existing directors mentoring new ones really pushes the scope of board orientation. This is not about agreeing that experienced board members are available to new board members if there are questions. It is about pairing up new directors with more experienced ones and setting some expectations of what the mentoring should entail. Mentoring might be valuable in meeting learning objectives six, seven, eight and ten. A terrific resource on mentoring is the Toronto-based Maytree Foundation's 2007 Board Mentoring Handbook by Heather McFarlane.

Mid-year board education session

I have long advocated that boards should not only get together for regular "business meetings". If your board meets ten times a year it could consider seven of these as regular board meetings and three as special topic meetings. One of these special gatherings could be a board education session built around one or two of the learning objectives, perhaps ones not addressed earlier or ones to be revisited.

Responsibility for board orientation

I want to say a bit about the responsibility for board orientation. As I indicated above it often falls most heavily of the executive director. Boards might want to consider a more collaborative approach. ((A more collaborative approach starts with a decision by the board on the learning objectives themselves. The board chair's contribution to director orientation might include: a) Helping author and sign a letter of invitation to prospective board members; b) contacting new board members by telephone or e-mail to personally welcome them to the board; c) leading the portion of the orientation on the board’s role, decision-making, committees and board- staff communication. The chair should be the one to talk to new board members about the culture of the board and its unwritten rules and practices. The executive director should be responsible for orienting new board members on those matters over which she/he is responsible. This may include summarizing programs and services, staff roles, financial management, the budgeting process, core policies and procedures, as well as facilities and offices))This would see roles for the board recruitment, nominations or governance committee, the board chair, the executive director and the whole board.

An Invitation

I would welcome different, and likely improved, formulations of my board orientation learning objectives. They are at the heart of my call for some rejigging of non-profit board orientation.

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This post is based on a 2016 publication I wrote for the Institute for Corporate Directors titled A Guide to Board Orientation. The ICD promotes, across all sectors in Canada, the value of excellence in directorship and enlightens directors to anticipate, influence, and meet boardroom challenges. The post is made with their permission. The image above is similar to many wayfaring or orientation signs located on a highway that affords notable views. This sign is located in Fundy National Park on the east coast of Canada. I took the photo on visit there in October. The 207 km² (80 sq mi) park is set in an Acadian Forest overlooking the Bay of Fundy and is a popular destination for people interested in woodland and coastal camping and hiking.

Representative boards: Good idea?

gmacdonald — Tue, 15 Nov 2016 01:33:53 +0000

Some non-profit organizations are governed by “representative” boards of directors. This means that the composition of the board is determined by the formal connection of the directors to particular constituencies or stakeholder groups. According to Australian board consultants Lynn Ralph and Alan Cameron, representative boards are "superficially attractive" but the idea requires a much closer look.(1)

Often the main motivations for specifying the composition as representative is to insure that the board’s decisions reflect the will of the stakeholders. Also, such an organization is, in theory, directly accountable for its actions back to the stakeholders through the directors themselves.

Fantastic, one might say. Ralph and Cameron suggest that the failings of this structure, in practice, often outweigh the strengths.

Representative boards are different in composition than functional boards or diverse boards (2). Functional boards are composed primarily of members who have the skills and knowledge to provide effective oversight and to assist in identifying and helping meet the strategic priorities of the organization. They add value through the supervision of, and leadership with, the senior management team.

Diverse boards are composed primarily with members that represent a variety of different races, cultures, values, opinions and perspectives. Mostly commonly, a diverse board is one that is, or seeks to be, demographically diverse. This approach provides for a board that is capable of holding a holistic perspective and unlikely to exclude the knowledge held by, or discriminate against the interests of, certain groups of people. Few boards formally distinguish themselves using these terms. Many in the non-profit sector would argue that board design should strive to incorporate the best of a least two structural types. Today, many organizations are aware of the value of having both functional and diverse boards and are striving to become so. The possibility of tying formal representation to diverse constituencies may have merit in some circumstances but begs the question of the capacity of such a board to also be a functional one. This is surely a topic for different post. The idea that a board might be both representative and functional is, I feel, far more problematic. [caption id="attachment_971" align="aligncenter" width="1180"] Nova Scotia House of Assembly. Representative structures are familiar to those of us living in Western democracies.[/caption]

The ‘Pros’ and “Cons” of Representative Boards

In considering whether a non-profit should start out with, or move to, a representative board, the advantages and drawbacks of such a structure should be carefully considered. The advantages of representative boards include:

A visible or transparent connection to the membership, particular constituencies or community interests
Clear source of, and reduced responsibility for, recruiting board members
Responsibility for member accountability to stakeholders that is built-in to the board's work
A means of promoting stakeholder “buy-in” and involvement
A strong capacity for checks and balances in decision-making where constituencies have different interests
A measure of public or political legitimacy where organizations operate in the public eye

The disadvantages of representative boards include:

A limit on the ability of an organization to choose what functional skills and assets it needs from directors serving on the board
Reduced board member engagement where appointees serve out of duty more than interest
The abdication of some organizational responsibility to formally consult with stakeholders
A greater emphasis on constituent rather than common interests which may lead to competition amongst directors about the non-profit’s priorities
Cumbersome decision-making where directors are required consult with their constituencies on certain decisions

Improving Representative Boards

The following are a few suggestions for enhancing the effectiveness of a representative board as a structure built on formal director relationships to key stakeholders or constituencies.

Create written position descriptions for representative directors. These should outline the responsibilities and expectations associated with connecting their constituency to the organization
Require quarterly reports to the board from board members on their representation communication work
Distinguish clearly between functional and representative responsibilities where directors have both
Gain agreement on the principle of the board “speaking with one voice” on particular issues for representative communication to stakeholders
Identify desirable board member candidates from each stakeholder group and make recommendations to the appointing bodies to secure their membership

Strengthening Functional Board Links to Stakeholders

Also, functional non-profit boards can do much to strengthen their community and stakeholder linkages without having representative directors. Here are some ideas:

Devote some governance work to consulting with the community and key stakeholders through special board faciliated external consultation sessions
Strengthen the board’s visibility and presence in stakeholder communication such as newsletters
Involve stakeholders in strategic planning through surveys, questionnaires, and formal needs assessments
Specify board member responsibilities beyond the board table and schedule some CEO-board member stakeholder visits over the course of the year.

Conclusion

So, as the reader, you be the judge of whether representative boards are a valuable structure to consider? They may make sense for some types of non-profit organizations. Are there other pros and cons or additional ways to improve how well a representative structure works? Offering some examples might also help in our appreciation of their value in the non-profit sector. For a longer discussion of this topic, including some consideration of where in the sector one finds representative boards and whether "ex officio" directors fit in the picture see "Pros and Cons Of Representative Boards" under Resources - Governance Guides on this site. (1) See The Challenge of the "Representative" Board" CameronRalph, Board Performance Advisors, originally published in Company Director, June 2006. (2) This distinction between representative, functional and diverse boards is taken directly from the work of Carter McNamara of Authenticity Consulting. See Julie Garland McLellan, “Some Thought on Board Composition” Board of Directors Blog, July 17, 2011, Free Management Library

Difficult board conversations

gmacdonald — Wed, 05 Apr 2017 16:44:45 +0000

Is there an issue with a board member, or even your executive director, that you have avoided addressing? Perhaps you have a board chair that is failing to exercise any control over meetings, or a board member that dominates every discussion. On one hand you are afraid to broach the issue because the relationship is important. On the other, if you do not try to resolve things, the relationship may be in peril. In the context of non-profit governance, the existence of unresolved conflict can often lead to board member resignations by those close to the conflict and even those on the sidelines. This long post is not really in the category of "how to deal with a problem director". Its starting point is the idea that when conflict is present it needs to be understood before it can be successfully addressed. It offers some ideas on how to prepare for and initiate a "difficult conversation". This is a conversation that builds understanding and sets a course towards resolution. If the conversation has been ongoing but is not getting anywhere, there is a also a way one can turn it around. It offers help both in preparing and scripting the invitation to talk about an issue. Because non-profit boards often operate like a group of individual advisors one might think that they would not be the most fertile ground for conflict. But directors can be greatly invested in the organization as volunteers. Dissension can occur, and not just over ideas. The advice offered here about how to deal with conflict is not original. It comes from the arena of thinking and practice on dispute resolution, not governance. Regardless of the context, most of us are reticent to broach issues where relationships are at stake for fear that the conversation will go badly. Courage is needed, even with added help.

Some sources

Many years ago I had the chance to be trained as a volunteer mediator as part of a project on resolving neighbourhood disputes, ones where you do not want any real police involvement, let alone lawyers and judges. This sparked an long and sustained interest in the practice of negotiation and mediation. I eventually got involved in offering courses to people who wanted to be more skillful in managing conflict in workplace situations. The insights around how to have better difficult conversations have their roots in this territory. I have written before on the topic of board conflict.((See Managing Conflict: A Guide for Volunteer Boards, and Conflict and Dispute Resolution -Sample Policy, under Resources)) This post takes a different tack. It is about how we tend to think, and what we typically do, where conflict exists, that is not very helpful. My principal insight on the subject comes from the work of Douglas Stone, Bruce Patton and Sheila Heen of the Harvard Negotiation Project. In 1999 they published a book entitled Difficult Conversations. ((Stone, Patton and Heen, Difficult Conversations: How to Discuss What Matters Most, Penguin, Second Edition, 2010)) It was a business best seller at the time. My copy is dog-eared because I have turned to it often. Other books on the topic include Kerry Patterson el al's Crucial Conversations and Susan Scott's Fierce Conversations.((Kerry Patterson, Joseph Grenny, Ron McMillan and Al Switzler, Crucial Conversations: Tools for Talking When the Stakes Are High, McGraw Hill, 2002; Susan Scott, Fierce Conversations: Achieving Success in Work and Life One Conversation at a Time, Berkley Books, 2002)) These works all have longer more evocative subtitles, but they offer fairly similar advice. What they tell us is this: the secret to successful difficult conversations is to first work on ourselves, then on preparing what we are going to say in the first few minutes of the conversation.

Tricky situations

So a difficult conversation has a particular meaning here. It is about confronting interpersonal situations, often triggered by an event or recent actions, where we perceive a conflict. The differences we experience are between someone else's behaviour and our own. Luckily these situations are in the minority of all the important conversations we have in life, and a tiny fraction of those that are needed in the context of non-profit governance. Not all uncomfortable board situations are equally complex. Much as been written on conflict resulting from directors not really understanding their roles and what can be done about it. There are other situations that require admitting an error or an inappropriate comment, accompanied by an genuine apology. Asking a board member to resign for missing too many meetings or addressing a breach of board confidentially, involves the application of the agreed upon rules or a pointed reminder. And sometimes, the honest expression of frustration without pointing a finger or identifying a solution is enough to stimulate some group problem solving. These are not pleasant situations but they can be addressed without much distress.

Why so difficult?

So what is special about some situations where another person's views and actions seem to differ so much from ones we hold or would take of we were in their shoes? Partly it is that the differences are a mystery. Behaviour and understanding are obviously entangled, but why? The events have evoked, in us at least, an emotional reaction not just an intellectual one. The presence of strong feelings is a big part of the difficulty.

One conversation; two people?

It would be terrific to be able to resolve our differences in just one conversation. In reality one is probably not enough. It can however, be enough to get understanding onto a good track. And, as you will see, the conversation is not even half of the work. The important piece is our preparation. Nonprofit governance conflicts often involve a number of people. In my opinion, difficult conversations are best conducted in a meeting between two people, the person initiating the conversation and the person they seek to have it with. I would not exclude group situations such as differences between a board and its executive director but special care here is needed. Because success in untangling the conflict requires reflection and preparation, it may be better if a single director, and not necessarily the board chair, initiate the conversation and take the lead on following through.

A Few Basic Principles

Undertaking a difficult conversation requires forethought, planning and mindful execution and, as already said, courage. Stone, Patton and Heen suggest that in meeting these challenges one must:

Be clear about the purpose of the conversation. Better understanding of each other can be a purpose, as well working together to solve a problem. Getting your point of view across or convincing someone of the correctness of your perspective should not be one's first aim.
Appreciate that each person sees the world differently and understanding the differences is important even if the parties do not agree. We cannot really change minds, if that is the goal, without first understanding minds.
Recognize what is at stake, and not at stake, for ourselves, the other person and our organization. The issue may be important but the conversation or our ability to resolve things does not define any of us.
Not make assumptions about the other person’s intentions or assume they understand ours. Communication is imperfect; we add our own interpretations to what we have heard, sometimes incorrectly inferring the intentions behind the words. Our words have an impact on the other person, and theirs have an impact on us. We should try to separate impact from intent. If we are not sure we can, then we may want to say, my intention is..."
Acknowledge how everyone has contributed to the problem. Talking about who is to blame is seldom helpful in moving forward. If we have not contributed to the problem, even in a smallest way, then we have given up helping on solving the problem. Is it really up to the other person to change or is there room for some collaboration? We can identify our contribution, even if it is small, by asking ourselves: “if we could rewrite the past what could we have done differently so that we would not be where we are today?” Often times our contribution is not having addressed the problem earlier or been more direct.
Recognize that strong feelings (theirs, ours or both) mean we care. Caring is good. It means hearts are involved, not just minds. However, if the presence of feelings is not acknowledged they will seep into the conversation frequently in a not very productive way.

You can do it

Luckily there is help in putting these principles into practice. Stone, Patton and Heen frame their steps around three ideas, the "what happened conversation, the identity conversation and the feelings conversation". My recipe is not really any different. Here it is, followed by three non-profit board examples:

Prepare a script for starting the conversation. Yes, write down the sentences. Rehearse them. Bring the notes with you and keep them handy. These words may be helpful in crafting an e-mail invitation to meet with the other person but do not attempt to reduce the difficultly for yourself by hoping for an electronically mediated resolution.
Set aside some real time, perhaps make an appointment with the person you want to talk WITH, rather than TO. Do not try a “hit and run” approach (e.g. “can I see you after the board meeting for a minute”). Also, do not ambush the person, alert them in advance of the subject of the conversation.
Do not begin the conversation by describing the problem from your perspective. Begin it instead by describing the situation you both are in.Try identifying it as if you were a uninvolved observer.
Acknowledge the importance of understanding your different perspectives. (the first objective or purpose)
Share your feelings and invite theirs. Pick an evocative feelings word for yourself (e.g. worried, disappointed, hopeful, passionate, upset, afraid) to convey the importance of the conversation to you. Avoid the term "concerned"; its not personal enough.
Convey the purpose or goal of the conversation (the first objective, again)
Invite the other person to be a partner in figuring out what to do
Seek to uncover the options for action. There ought to be more than one. What will, as we get into the subject, the other person commit to do? What part will I play?

It is really important, as step 3 suggests, not be in hurry to offer our own analysis and solutions. We tend to do this in the hope that the other person will just agree and then we do not have to do any work to understand their perspective or see if they have any ideas.

Turning a conversation

If we find ourselves in a difficult conversation that is already underway, and it is not going well, often it can be turned around. This requires an clear invitation to change course, and then the addition of the third ingredient from above.

The way we have been dealing with this is not getting us very far. Feeling are running high. I propose we step back and start on a different foot.....

Prepare, prepare, prepare

Preparation is not just essential, it is key! You will want to try writing out several versions of your opening comments. Refer to the steps above. Having someone help you with it could be useful. Luckily, two of the three DC authors, Stone and Heen, provide help beyond their book. They created a consulting group, Triad, specializing in conflict communications. On their website you can find some instructions and preparation worksheets. I think these "help yourself" resources are terrific. The instructions draw on their model and, although the their worksheets might seem a bit challenging to complete, they encourage us to invest time uncovering our own assumptions about the situation. There is another online resource I have long liked. It is Judy Ringer's blog post: We Have to Talk: A Step-By-Step Checklist for Difficult Conversations. Judy is a American confllct trainer based in New Hampshire. You might want to compare her checklist with my "recipe".

Crafting the invitation

Now I will turn my attention to three non-profit board examples. The focus is on the opening sentences, the invitation, my step 3. One wants to convey the seriousness of the situation but not put the other person on the defensive. The examples may seem a bit generic in detail but that is the way they need to be. We are setting the tone and direction, not going deep quickly. 1. Conversation with the chair of the board about his/her role, especially in board meetings, undertaken either by another board member or the executive director. ( I have tried in this example to highlight the key pieces; you can do the same in your preparation) I would like to talk to you about the role of the chair of the board. I know we both want the board to be a strong group (describe the situation). We may however see the role of the chair differently. I want to understand your take on it, and what you believe is important. I also want you to understand what I think is important (acknowledge different perspectives). I fear that the board is not very engaged (observation without blame). I am very worried (your emotion) about keeping existing board members, ensuring that they feel valued not just for showing up, and getting the whole board thinking about some of the bigger issues facing our association. I am unsure what you are feeling and wonder if you worried too (invite expression of their feeling)? I believe there are things we can do to improve how the board is working both in planning our meetings and how board members participate (problem solving stance). 2. Executive director conversation with the whole board. I want to talk about our board meetings and the fact that I seem to do most of the talking and you do most of the listening. I know some of you seem comfortable with this approach but others may wonder why you are here meeting after meeting. I have probably been guilty of only raising matters that are more operational in character or where I believe I know best what to do. I am very keen to see if we can tackle some bigger issues, or at least better understand the context and changes that face us in our field of work. I am wondering if we can break out of our normal pattern and try some new approaches to our meetings, at least some of the time. I have some ideas. I would really like to hear what each of you think about this. I am sure you too have some ideas. (Wait at least 30 seconds to see see if anyone responds) 3. Conversation with a director who dominates board meeting conversations. This one could be initiated by the chair, the executive director or another board member. I want to talk to you about your role as a board member. At the last board meeting and some before that you have been quite vocal. I want to better understand what you think about how the board is working and kind of issues we deal with? I sense you have a lot to say because you are worried about the organization. I hope I am right. I am worried too, but about the ability of other board members to be heard and feel their contribution is valued. I wonder, if you think, as I do, that having a strong board is important? If so, how do you think we could move in that direction? Perhaps we can put our heads together to come up with some ideas.

Over to you

My examples are certainly not perfect but hopefully they convey the idea of how to initiate a difficult conversation more successfully. Remember, the preparation is not just about crafting the invitation to talk, it is about tuning into ourselves and becoming more curious about the need to understanding the other person before solving the problem. I welcome comments and other board conflict examples. Indeed if you have an example that you are willing to share I will endeavour to respond with a suggestion of what I think the "invitation" to have the conversation might look like.

Ex officios unearthed - Part 1

gmacdonald — Sun, 12 Mar 2017 17:55:28 +0000

Many non-profit boards include people who, by virtue of their job or past role, sit as ex officio directors or committee members. This can include government representatives, past chairs, or the executive director. Typically these positions are named in the bylaws or board committee or position descriptions. Ex officios are considered non voting directors although this meaning of the term is not the original one. Are ex officio positions on boards an old idea we should let go of? Are there benefits of ex officio involvement on one's board? Little has been written about the expectations of ex officios or what standards of performance ex officios should themselves aspire to. I intend to help fill this gap a little. In particular, I want to bring to light the value of certain kinds of board connections to the wider community that external ex officio directors, among others, can provide. The focus here will be on brushing the dust off external ex officios, those who inhabit unappointed and unelected positions around the board table from outside the organization. In a later post, Part 2 of a series, I will take measure of the common practice of board structures with internal ex officio roles built in. Most often this has to do with committee membership.

When in Rome...

According to the definition in Wikipedia, an ex officio is a member of a body (a board, committee, council, etc.) who is part of it by virtue of holding another office. The term is Latin, meaning literally "from the office", and the sense intended is "by right of office". There terms use dates back to the Roman Republic, Res publica Romana, from 509 to 27 BC. Despite the original meaning of the word, it has come to be understood that any person in an ex officio role is also a non-voting director or member. For example, one often sees "ex officio" next to the name of the CEO or executive director on a board list. A lawyer would say that the CEO is ex officio and non-voting. There can be confusion too about using the term to designate a special symbolic category of organizational or board membership. Ex officio probably should not be used as honorary title as in a "lifetime director". External ex officios, the main focus here, are board positions created regardless of who inhabits them. They are permanent guest places set around the table. In some ways they are representative positions, although seldom is the person at the table formally appointed by an outside body. When a ex officio director leaves, his/her successor assumes the board post.

Jurisprudence

The legal landscape concerning non-profit incorporation and the role of directors is beginning to change and one of the areas of change affects the use of the term "ex officio director". For example, under the relatively new, Canada Not-for-Profit Corporations Act of 2012, ex officio directors are not permitted. A person, the Act says, must be elected in order to be considered a director.((See Joel Secter, "Working Around the Ban on Ex Officio Directors", Articles, Deache-Aptowitzer LLP, April 30, 2014)) This will not affect most organizations since non-profits in this country are, by and large, incorporated under Provincial statutes. In the USA, California's corporation laws changed in 2015 prohibiting non-voting directors. According to Gene Takagi of the NEO Law Group, persons entitled to attend board meetings but not to vote can no longer can be listed as directors. The use of the term ex officio in referring to the executive director's position may also be prohibited.((CalNonprofits, "New Law as of January 2015, Non-voting Ex Officio Board Members Prohibited", California Association of Nonprofits))

Modern day ex officios

In Canada, and in other jurisdictions, external ex officio members on boards often include:

A municipal councilor or the municipal recreation staff person for a district on a community centre board.
A provincial government department representative on a social services agency board
Federal and provincial representatives on a regional economic development agency board.

Ex officio posts like these exist because the non-profit has, at some point in its history, seen benefit in having certain external representatives close. Usually these positions are put in place when the organization is formed. The ex officio position might be a representative of a founding or sponsoring body. The posts tend to continue, as a structural fixture, often until the organization named indicates it is no longer interested in being involved in this fashion. Ex officio positions exist too because government departments, often an agency's funders, ask to have a presence on the board. It has been thought that this mechanism was a good way to ensure more service delivery and financial accountability. There has however, been a general trend away from having funders on non-profit boards, in part because governments have looked to other accountability mechanisms. It may be worth noting that because external ex officios are positions not people, ex officio directors need not be members of the non-profit society or association even though they are members of the board. This may be an important consideration in some circumstances.

Ex officios with issues

Ex officio positions are not without their problems. Some directors would accuse those who sit in such positions of not showing up regularly enough to contribute effectively to ongoing board deliberations. From a board dynamics perspective, people in ex officio roles are sometimes perceived as paternalistic or detached in their conduct. The biggest problem however, is the potential conflict of interest that can occur because many serve in a similar capacity on other boards whose organizations may have competing interests. A closer look often reveals that ex officios are of great value to an organization in providing in-kind resources and the expertise of their office as well as insuring better coordination of programming across the community.

Ex officios in practice

Non-profits with external ex officios board members, or agencies considering adopting the practice, will want to examine it closely. Here are some questions you can pose should your board, or you as an ex officio, want to reflect on the position and perhaps improve its value to the organization.

What are the intended benefits to the organization and external body?
What are the ex officio's responsibilities at a governance level specifically?
Is the ex officio's commitment to attend board meetings the same as other directors and if not why?((Note: A board may want to be careful about having an ex officio in name only. This can involve a board position that exist to provide an automatic means, through the distribution of board minutes, to keep someone outside informed. This might be better done by a protocol on the distribution of board minutes. This is easier when minutes are not intended to be a confidential record of board deliberations, which is the view I take. See my two guides, one on board minutes, the other on in camera sessions))
What are ex officio's responsibilities in connecting the organization with their office, its mandate and plans?

Getting an insider and outsider in one

An external ex officio is in some ways an insider and an outsider. They are an insider because they are seen as loyal to the organization and, from regular contact at the board level, familiar with its challenges. They are an outsider because they come without the weight of the duties and responsibilities of other directors and with the freedom to bring an external perspective to the board table. Ex officio board members offer the board an opportunity to connect with stakeholders and the broader environment in which the organization operates. Boards can become fairly insular, especially when much of their focus is on managerial matters. Potentially, and certainly so if this is the stated expectation, external ex officios can help boards understand the competition, client demographics, trends in government support, and public policy debates surrounding the organization's work. External ex officios can also help connect a board to the organization's stakeholders, or a least serve as a reminder of the importance of these kinds of linkages. In a 1996 article in the Harvard Business Review, Barbara Taylor, Richard Chait, and Thomas Holland write about the importance of board or trustee - community linkages. They note however, that "close ties between the board and constituents unnerve CEOs who are determined to be the board’s sole source of information and fear that direct communication between trustees and stakeholders will weaken time-honored lines of authority." In response, they quote one board member who says "The closer I get to reality, the better I can sympathize with and help the CEO.” ((The New Work of the Nonprofit Board, Harvard Business Review, September-October 1996)) I am a great believer in the value of directors "getting out" more, of governance informed by intentional work away from the board table. This is unfamiliar territory for many boards. External ex officios can help cultivate a board's external perspective. At the very least, boards should ask them for this.

Conclusio (Latin)

I started out thinking about external ex officios as a relic of the past. Given their potential I believe that these positions could be of help to modern-day non-profit boards. I intend to consider the idea of outsiders and board-stakeholder linkages in future posts.The next post will turn to the more frequent practice of designating board members and executive directors as ex officios on internal bodies. Stay tuned! Comments on these ideas and other examples of external ex officios situations are most welcome.

Do we need a motion for that?

gmacdonald — Tue, 21 Feb 2017 23:56:37 +0000

Have you ever been uncertain about whether an item to be decided by your board requires a formal motion? Perhaps your board flirts with some version of "Robert's Rules" even though no one really knows them? Maybe your board follows past practices with respect to making motions with no idea of where the procedures came from, or what could be improved. If any of this is true, you are in good company. You might be surprised to know that here is no universally accepted or prescribed set of procedures that non-profit boards must follow in their deliberations and decisions. Yes, there are a set of meeting procedures many people have heard of called Robert's Rules, but that is not where I am going here. What I want to do is suggest that some decision items can benefit from a more formal approach to decision-making and some items can be handled more informally. I also want to encourage non-profit boards to create and write down their own procedures in the form of a simple set of guidelines. I will even provide a complete example to take away. Having a set of procedural guidelines will take the guess work out of how to deal with certain meeting items and be a valuable resource for board chairs and board secretaries, positions sometimes not inhabited long, and to executive directors.

Parking Robert's Rules

Robert's Rules of Order and its 20th century variations help many governing groups keep their meetings on track. The rules provide mechanisms to help balance and limit participation, especially in more volatile forums inhabited by competing parties or interests. The internet is full of information on these procedures if one is looking for help.((Alternatively there is also a book entitled Roberta's Rules of Order by Alice Collier Cochran published in 2004 by Jossey-Bass. The publisher's description says: "this book challenges nonprofit leaders.... to retire Robert’s Rules of Order and adopt a simpler, friendlier, and more effective method for conducting meetings.)) I not a big fan of non-profit boards being wedded to them. The basic idea of using motions to help focus discussion is however, a useful one. Hence this post. I suspect though that some "parliamentarians" will take exception when they read this.

Use formal procedures for really important decisions

Some board meeting decision items are way more important than others. They are important enough that the board should be very deliberate in how they handle them and how the record of the decision is reported in the minutes. It is therefore useful on some matters, to call for a motion, a seconder and a vote. How well these are items are handled can be important if the board's actions are ever questioned. Here is my list of important decision items that boards should approve with some formally. Your board's list might be a little different than mine.

annual budget, or a revision to it
organizational policies or revision to them
strategic plan
initiation of legal action
allocation of surplus
assumption of a major new financial obligation (e.g. mortgage or lease) or risk
new directors to be recommended to association members at the AGM
public policy position or endorsement of one
hiring of a new executive director (or firing of the existing one)
changes to the executive director's job description or contract
salary increase for the executive director

Some of you might look at this list and wonder why the approval of particular expenditures is not on it. Well, I do not think that boards need to give their OK to expenditures that are within the approved budget. If there are proposed expenditures outside the budget then the board needs to approve a revised budget. Your board may say yes, but we also want to approve certain types or amounts of expenditures, regardless. Fine. What are the types and amounts?

Decisions that are symbolically important

There may be some decisions that are symbolically important to your board and organization and therefore can benefit from being formally moved, seconded and voted upon. A long list of items is likely not necessary but here are two.

Salary increase to all staff
Offering thanks, recognition, congratulations or appreciation

Keep some items more informal

Part of the idea of formalizing some board decisions is to underscore their importance. If every part of the board's meeting agenda is bound by procedural rules then everything is important. Well everything is not! So here is my list of agenda items that may not benefit from the formality of full on motions. As above, your board's list could be different.((What is called a 'consent agenda" item could include some of these matters but such a point is tangential to my subject))

approval of the agenda
additions to the agenda
committee reports
financial report
executive director's report

In the sample guidelines linked to this post, you will see some nuances in procedural formality. Discussion items, information items or board education topics ought not require motions at all in order to call for the board's attention. A well-planned agenda certainly helps with meeting effectiveness. More critical than clear procedures and a meaningful agenda is a confident chair who has been endorsed by the current board to manage its meetings.

Motions to approve, accept or receive

Language is important in my book. I am aware of some discussion about the meaning and use of the terms approve, accept and receive in the context of board motions. Some of this may be influenced by governance guru John Carver's view that boards sometimes fall victim to what he calls the "approval syndrome"((John Carver, Boards That Make A Difference: A New Design for Leadership in Nonprofit and Public Organizations, Jossey-Bass, 2006, Third Edition pps 68-72)). Carver says boards can get too caught up in approving things, effectively taking ownership away from others - committees and executive directors for example. He says approving things only imitates leadership. It may be good to use motions to get behind the work of others if it is clear to all that the board is not just stating its authority. So my take on this issue is that the board should use the word approve if the matter belongs to them and points the organization forward in time. See my list of items that benefit from motions to approve above. Otherwise, boards should use motions to accept, receive or thank as a procedure for acknowledging the work of others. Remember, the board's main role is help guide actions in the future not review what has been done.

Create your own procedures

A couple of years ago, in the role of a board secretary, I created a set of procedural guidelines for the organization that I was involved with. The original covered both board meetings and annual general meetings. With a few changes I have turned this into an example of what a list of procedures might actually look like for a variety of non-profit boards. Including more than a page of explanatory notes for other adopters, it is four pages long. I would love to know if you think it is both a good idea and a useful template? Please feel free to download my Board Meeting and AGM Decision Procedures and use it to create one for your own organization. If you would like a more easily adaptable MS Word version please request one in your comments on this post or by clicking on the Contact link in the top right corner of GoverningGood main page and request one. I will not share your e-mail or use it to send you more information or notices.

***

The image chosen for this post is of the interior of the Nova Scotia Legislature as it is today. It shows the governing and opposition parties at work deliberating on matters of importance to the Province, one hopes. Nova Scotia's first House of Assembly was established on October 2, 1758 by settlers, mostly from the British Isles, Germany and New England, to govern lands inhabited for centuries by the Mi'kmaq First Nations and still unceded. Nova Scotia can boast to have had the first elected assembly in what is now Canada

Ex officios unearthed - Part 2

gmacdonald — Fri, 21 Apr 2017 17:38:49 +0000

In the first post in this series I explored the possible benefits of external ex officio directors. These are places on the board for representatives of outside organizations. It was a call to dust off this artifact of non-profit board structure and modernize it. I turn my gaze here to ex officio positions that are part of internal decision making structures. This has to do with adding more responsibility, generally without any specifics, to the work of those who are in primary governance roles. Usually this involves designating the board chair (or president), and the executive director (or CEO), where there is one, as an ex officio member of one or more board committees. My goal here, as in the earlier exploration, is to look more closely at this feature of non-profit governance. The practice of creating ex officio roles is not only common but routine. Indeed, the concept is boiler plate language in bylaws and policies. The practice could to be exposed to the power of a few questions. Perhaps this will encourage nonprofit leaders to be more intentional when the ancient term shows itself in modern governance life.

Origins

I do not know if it has to do with its Roman, not just Latin, roots, or its lawyerly character, but the term ex officio is still widely used in the non-profit sector. It is a fancy way of saying that someone has duties other than their normal ones, in a governance role, typically as part of committee. It is widely assumed, although it is a misconception, that ex officio membership on boards means that they are not voting positions. The practice of non-voting positions may be OK for external ex officios since they often participate in a consulting role. What of ex officio board chairs or executive directors? Is their vote important on board committees? Maybe, maybe not. The work there often involves formulating options or recommendations for action rather than making decisions. Moreover, chair and executive director views carry lots of weight anyway. So perhaps the question of chair and executive director ex officio voting is moot. In any case there are bigger questions to consider.

What Purposes?

So, what is the reason behind having the board chair or the executive director as an ex officio member of a committee of the board? Is this structural feature intended to:

Facilitate more effective internal communication and coordination?
Insure some control or oversight of committee work?
Insure, at least in the case of the executive director, that the committee has someone on it with deep organizational expertise?
Some or all of the above?

It is not enough just to say yes and leave it at that. Each reason has its own rationale and action expectations. Also, these may change over time even though the ex officio role has likely been carved into organizational stone. Moreover, some purposes may be more relevant to some committees than to others.

Should ex officios attend?

Here's a question. If your board chair is an ex officio of, say, the Human Resource Committee, do you expect her to regularly attend the meetings? The answer might require one to examine the archives to determine what was intended. My guess though, is that ex-officios are often named to ensure that key players are in the communication loop. This is accomplished, in part, by sending them meeting notices and the resulting notes or minutes. In any case the expectation of attendance will depend on the people, circumstances and, more importantly, if the ex officio is the chair or the executive director. More is expected of the latter.

Board chairs as ex officio

What are the expectations of board chairs when they serve as ex officios on committees? As a chair or president, you may want to know rather than assume. I am repeating myself here, but the questions you could have are:

Am I expected to attend and participate in meetings or just review minutes of those meetings?
If I am not regularly present but discover there is an issue what do I do?
When present am I supposed to serve more as an observer or as an active participant?
Am I expected to provide any committee leadership?
How will my presence or monitoring affect others who could provide committee leadership?
How does this role relate to my primary role?
What is the time commitment?
What is different about this responsibility today than when it was written into my job description?
Will the exercise of this responsibility differ depending on the committee? If so, where and how?

Executive directors as ex officio

Designating an executive director as an ex officio on a board committee is a different kettle of fish. It is complicated by the issue of when is the executive director more a partner than an employee? Here one should first turn to questions about the organization's board committee practices. This includes the determination of whether a committee has been set up to help the board do its work or the executive director to do hers. This is an essential distinction when it comes to establishing committees, and there are other considerations. Much has been written on good committee practices.((See, for example, my governance guide: Should We Form a Board Committee?)) The questions above on the ex officio role of the chair all seem relevant here as well. There are three other questions on the ex officio role of executive directors:

What is the purpose of having the ED on this committee (from above)?
Does the committee have any authority to direct the ED?
To what extent does the ED function as staff support to the Committee?((The idea of the executive director providing staff support to a committee can be problematic itself. This is especially the case where he/she is doing all the work, including logistics, outside of the meetings. Poor committees, and boards too, can result from situations where directors just need to show up and nominally do some of the chairing. Say nothing of whether such work is a good use of the ED's time.))

Done for now

So, there it is; my look at the ex officio role of board chairs and executive directors on committees. I hope my digging has revealed something of value. Comments, as always, are invited.

***

The image for this post is of a fossil of the rib cage of a sail-back reptile found by the Keating family while walking on the Northumberland shore in Nova Scotia in August 2012. The mammal-like reptile lived during the late Carboniferous Period or early Permian Period, making it 290 million to 305 million years old. This is regarded as a significant fossil discovery in a province known for them. The Joggins Fossil Cliffs, one of the province's most fossil-rich areas, was named a UNESCO World Heritage Site. Image courtesy of the Nova Scotia Museum of which the Fundy Geological Museum, a board governed member of this museum system, interprets and displays much of this aspect of our natural history.

Guests in the Boardroom

gmacdonald — Sun, 27 Aug 2017 23:21:36 +0000

Arab-American writer, Khalil Gibran (1883-1931) wrote "If it were not for guests all houses would be graves". The sentiment may seem be a bit extreme, but speaks to the idea of isolation from the world. I wonder if there is a message here for non-profit board "houses"? There are some thoughtful writings on the pros and cons of open meetings, meetings that can allow members or even the public to attend.((In the USA some states have passed legislation requiring non-profits to have open meetings in some circumstances. For a Canadian perspective on open meetings on see Elizabeth McFaul, The Case for Open Board Meetings, Imagine Canada Blog, June 28, 2016. Her article provides an example of a open meeting policy. Here is another from Baycrest Health in Ontario)) And, it is not unusual for boards to seek external expertise on specific issues. Asking a lawyer, accountant or governance consultant to a meeting is a relatively commonplace occurrence in the life of a board.((Most boards want to hear directly, not through their Executive Director or CEO, from their auditors and their their lawyers. Fundraising and HR consultants and marketing expert and and governance consultants are the most common categories of invited boardroom guests. Even where some of this expertise resides on the board, there is value in hearing an impartial perspective even if the advice received does not affect the outcome of a decision.)) From my experience non-profit boards can easily become insular in their outlook, focused as they often are on their fiduciary responsibilities. Even strategic work can be blinkered when it serves to protect or enhance the organization. Might guests, either friends or compatriots, have a role to play in insuring that those governing have a good view of the landscape beyond the boardroom?

What and What Not

This post focuses on the value that guests from away, occasional visitors to the boardroom, can be to a leadership team. And, it is about boards and executive directors extending an invitation and acting as hosts for their organization. Good governance includes the extension of hospitality to others. This is not about boards consulting before making a decision or incorporating previously unheard voices into their deliberations. These kind of actions too are important, certainly with growing interest in more inclusive ideas of governance.((See for instance Chao Guo article The Road Less Travelled: establishing a Link Between Nonprofit Governance and Democracy)) Those seeking ideas about staff or client involvement at the board level can find help elsewhere too.((The issue of staff other than the executive director attending board meetings or interacting with the board is controversial one. Jan Masaoka's post on staff-board interactions in Blue Avocado offers some very useful guidelines. The topic of client involvement in governance is frequently is raised by nonprofits working to serve people with disabilities. Here is an good one from the Georgia Centre for Nonprofits.)) I am deliberately using the word "boardroom" to convey that governance work can involve employing the space used for board business meetings for other kinds of conversations. Boardroom guests invite a change in the household routine.

A Subtle Idea

When I was researching the topic of ex officio board members, the subject of two earlier posts, I came across a 2008 article by Richard Osborn entitled "Why ex officio board members and invited guests are essential". Osborn, then the president of Pacific Union College in California and Executive Director of the Association of Adventist Colleges and Universities, was writing about the important role of these two groups of players in the governance of Adventist schools.((Richard Osborn, Why ex officio board members and invited guests are essential" Journal of Adventist Education, Summer 2008, pp 20-23. Adventist, or 7th day Adventist, schools are private Christian schools in the USA and Canada.There are approximately 20 K-12 Adventist schools across Canada. In the USA there are many more as well as more than a dozen private Adventist colleges and universities)) Osborn said that external ex officios and guests can help remind an organization that they "are part of something bigger than themselves". I had not really considered, as Osborn suggests, that boardroom guests might have special role. Perhaps it not a grand addition to the practice of non-profit governance but I thought it was a useful idea to share and maybe an easy one to act on.

It is about cultivating perspective

The idea of inviting guests is about helping develop the board's perspective on how their organization fits into the larger social, political and economic world. Guests, acting in this context are not needed as experts on a particular issue. They are invited to stimulate and help paint a picture of the broader community. Inviting guests to board meetings, especially those who can help connect the organization to a broader purpose, involves an attempt to move beyond governance as the exercise of organizational sovereignty. The type of conversations I am speaking about are ones about vision. Vision, which most nonprofits have articulated, are normally bigger than a single organization.((For a useful description of the difference between vision and mission see the nice two-page Mission vs Vision resource from BoardSource))The importance of mission gets all the attention. It is the property of the organization. Vision is what connects it to the community. Engaging with one's vision is a way of understanding what Ryan, Chait and Taylor refer to as the generative work of boards in their 2004 book Governance as Leadership, Reframing the Work of Nonprofit Boards. David Renz of the Midwest Center for Nonprofit Leadership at the University of Missouri builds on this idea. In his 2013 Nonprofit Quarterly article Reframing Governance II , he points to the role boards might usefully play as convenors of community conversations. The idea of inviting a guest or two into the boardroom is intended to open this door a little. The idea that boardroom guests might add value to a broader conversation challenges the idea that board members collectively bring big picture expertise to the organization. They often don't and even if it is present around the board table, it seldom is explicitly the subject of collective deliberations. In a similar vein, executive directors likely have some big picture ideas too, but their loyalty to the organization can get in the way. One other thing gets in the way of having conversations that take one out of the organization, figuratively speaking. It is the pressure for board work to be decision-focused and actionable. Cultivating a broader perspective will not satisfy more instrumental impulses. I want to suggest too that the effect that boardroom guests can have on a conversation is as much about their presence in the boardroom as their particular contribution to the dialogue.

Who to invite?

I am not sure how important it is for a board to dwell long on who to invite. Every nonprofit has external stakeholders that include funders, government officials, and other non-profits in their sector. Some may have an academic research centre in their community that studies the the kind of work they do. It is probably best to look at personalities not just categories and ask who is interested in our kind of work and has a broad understanding of our environment? Consider someone from a sister organization, from a funder or from a government public policy unit. Volunteer board members are not often directly acquainted with their organization's external stakeholders. That is too bad, but this is an opportunity to change this just a little. An executive director or other staff member will likely have interactions with stakeholders on a regular basis and have names of prospective visitors to offer. In all likelihood the idea of a guest session will likely involve the exploration of territory that is new for them too.

Tips on being a good host

Most people know what is involved with being a good host. Here are some thoughts though, rooted in very little experience so far, on how to turn the idea of a guests in the boardroom into an actual special governance meeting.

How often might we host such a meeting?
- Once a year is plenty, or less often if the board's composition has not changed dramatically
How many people should we invite as guests?
- Two or three, or four at the most, unless you decide that this is an opportunity to organize and convene a larger community forum
- Consider inviting the board chair from a sister group if its executive director is the guest who first comes to mind.
Who should extend the invitation?
- The board chair or the chair and the executive director together
Should we offer food and drink?
- Yes! A breakfast, lunch or dinner session cannot fail to interest everyone and be social as well as educational
How long a session might be needed?
- Two hours at least, three if there is meal involved (setting up, serving and cleaning up will take a chunk of time itself.
Who should facilitate the meeting?
- The board chair of your organization.
Should notes be taken?
- Brief notes of some highlights of the conversation are a good idea especially if they are sent out as part of a formal thank you to all.
What are some possible questions?((I would suggest the board spending time on the questions to guide the inquiry but not with the intent of answering them all in turn. Perhaps the questions can serve to create interest in the session but once people are together they might be collectively reframed)) to consider to get the conversation rolling?
- What is our vision for our community or sector/industry?
- Do we see innovation in our industry and if so where? If not, why?
- What challenges and opportunities do we see on the horizon?
- Are changes in our community's demographics that will affect the work we do?
- What about changes in other sectors that will impact us?
Should the questions be sent out in advance?
- Yes
Should our board and executive director be expected to prepare some notes?
- Yes. It might even be good for the host board to divide up the questions and/or for members to have spent some time seeing what they can discover about what is going on out there in the world of.......(fill in the blank).

Lets put out the welcome mat

So that is my case for the benefit of inviting, now and again, guests into the "house" that is the non-profit boardroom. Hosting a guest or two, once and awhile, is not just beneficial in connecting leadership to their vision, it is an easy and interesting change of routine. Such a session may even have some "pay it forward" effects. Are you ready to put out the welcome mat and plug in the kettle? Perhaps you already have. If so, I invite you to share your own insights.

Easy Board Home Improvements

gmacdonald — Tue, 04 Jul 2017 14:19:53 +0000

Living in an 100+ year old house means getting used to a life with a long and never completed home maintenance agenda. Something always needs repair or replacement. And, out there in the world there is no shortage of additional household improvement ideas I could add to my list. Non-profit boards almost always need work too. It is much easier though to identify the symptom or the problem than it is how best to fix it. Recommended solutions tend to focus on "best practices". Often these seem daunting. I wondered if I could come up with some easy improvement tips for boards. Easy things are, in my view, changes that do not require any training, the hiring of a consultant, or the setting up a committee to study the idea. They are also things that one can see immediate or quick results from. Here are five such improvements, in no particular order. They can each be done independently of the others although the first and quickest one on the list will help make all the others even easier than they are. 1. Build a governance calendar Non-profit boards have their own list of responsibilities they need to take care of over the course a year. These include approve the budget, review policies, recruit new board members, and plan the annual general meeting. The board's to-do list can easily be put in a monthly calendar format.((Boards that meet quarterly can benefit from a governance calendar too, but perhaps not quite so much as boards that meet monthly or almost monthly)) This calendar then becomes a tool for determining what needs to be on the board meeting agenda at any particular time. Creating and following a governance or board calendar is really easy. A first draft can be created by anyone. The secretary is a good choice. The calendar can readily adjusted if there is an item that ends up being deferred to the next meeting. You can even add to the calendar any special events board members are expected to participate in. A governance calendar is good group memory tool as well as a reminder that there is a rhythm to good governance work. I recently served on a board with a governance calendar and a corresponding executive committee planning calendar. We depended on both of them and used them hand-in-hand. I have created a two-page guide for creating such a tool called The Board's Annual Planning Calendar. It can be found here under Resources. The board calendar helps a non-profit move away from a fixed board agenda to a more planned one. Even boards that rely on the standard "old business and new business" type of meeting agenda can benefit from one as it can help identify "new business" items.

2. Reconfigure some board meetings

We all hold assumptions about what board meetings look like. One of these is the idea of itemized agendas. Boards can try to reduce the number of items to provide more time for deliberation, but that is not all they can do.((Perhaps one of the most touted improvements to long agendas is the concept of "consent agenda". This is the idea that time can saved by grouping routine approvals under one item requiring a single motion. This tool, essentially a single rubber stamp for a number of rubber stamp items, does little to save multi agenda item meetings)) Governing groups that meet monthly can switch back and forth from agenda-driven "business meetings" to bigger picture or single issue meetings. Its amazing! Single issue meetings make for more varied and interesting governance work. You can even invite staff and guests into these focused discussions. My suggestion is that if your board meets ten times a year, try changing your pattern to seven business meetings and three single issue meetings. The sky will not fall and the Board Calendar tool can help with your planning. I would also recommend that you not try to squeeze business items into the single issue meetings. Switching mindsets that deeper discussions require is difficult enough. I also tend to think that such meetings should not be decision-oriented. If there are decisions to be made as a result, bring them to the next board business meeting. Single issue meetings do require some planning and preparation. This can involve generating some questions and doing some research in advance. Some of the research can be done by board members. Here are some meeting topic ideas.

Stakeholder analysis exercise((There is lots written on stakeholder analysis. One useful guide is from a UK source NCVO's KnowHowNonProfits website))
Review of trends in our field of work/the changing public policy environment
A look at sister organizations - what are some others working in our field doing? How are they different and what do we like or not like about their models?
Getting to know our own organization - Example is a "speed dating" exercise with departmental directors/program staff.
Policy dive - review of a set of related policies ((Examples of a set of related policies might include ones that apply to the board (e.g. recruitment, code of conduct, board job descriptions), to financial and risk management or to human resource management.))

3. Fine tune the chair's work

Are you the board chair? When you took the job were you offered any guidance about your role? Maybe. How about some tips on chairing meetings? Probably not, after all the title of the job should be self explanatory, right? Have you received any feedback since you started? Unlikely. Many non-profit boards act as if they are just happy having someone in the chair's role. One should not mess with that. Are you a chair interested in how you are doing? How about some suggestions on how to better manage meetings in different circumstances? I would hope so. The chair's role is really important. While employing a regular meeting evaluation, or a once a year formal board chair evaluation, is useful, the former gets tiring and the latter is seldom conducted in a timely way. A much easier approach is for the chair to ask: how am I doing? Sound scary? It does not have to be. A 15-20 minute spot on the agenda is probably enough. Prepare some questions and give board members 5 minutes to reflect quietly on their answers before asking for their comments to be shared Three questions is plenty. Here are some possible ones:

Name one thing you like about my performance as board chair so far?
What could I try to do more of at our board meetings
What are things I do which I might do less often?
Finish this sentence: I would really like it if our chair _______________?
I liked if when our board chair did/said ____________________.
Are there organization or board issues that, in the past, have required more active or firmer chairing?
What are some board meeting situations, perhaps from the past, where a more laid back approach is better?

As chair you could consider writing your three questions on a flip chart or white board, or prepare a hand out with space to write. The reflection time is important in generating genuine and useful feedback. If you are worried that you will not get good feedback verbally, you might be strategic about who you select as the first person to comment. Before you embark on this exercise, think too about how you are going to respond to any ideas offered. You may not do it immediately but you could in an e-mail before the next board meeting and then at the beginning of that meeting. Keep in mind that your bravery in seeking feedback, especially verbal, will bolster board trust. The feedback will also provide you with a stronger mandate in helping lead the board.((I would add that a director considering the chair's job could assess the board's expectations of the role before stepping into it using similar questions)) As board chair you could take this initiative even further and propose (or review) your board chair job description. A sample one can be found on this website. This would serve to highlight your duties around the board table as well as away from the board table.

4. Cut out several board financial reports

A financial report, usually delivered by the ED, is a commonplace feature of most board meetings. Indeed, it is taken for granted that such a report is a mandatory agenda item. Many non-profits however can forgo a routine financial report some of the time. Oh, you say? Is this not blasphemy? Well, not in my book. Why consider this? One reason is that the financial report looks backwards not forward. Boards do not do much of the latter. Often the financial report it becomes so routine that it requires no deliberation and no action by the board. Do you really want to spend time on this every meeting? The idea of a less frequent financial reports as a meeting agenda item makes sense for organizations with a good budgeting process, relatively stable and predictable revenue and expenditures and an experienced executive director.((Situations where a board should have monthly financial reports include: organizations with volatile revenue and/or expense numbers, groups under threat of losing funding, those in the midst of a large capital project, those without a good set of financial management policies, and organizations with a new executive director)) In such situations quarterly reports are often fine. This frees up agenda time in some meetings for other matters and, when the financial reports are given, allows more time to really look at any issues. So, how do you do this? It probably requires that the treasurer and executive director agree to request this as a board agenda change, give their reasons, and, if approved, adjust the board calendar to indicate when the quarterly reports are to be scheduled. As I Indicated above the quarterly reports should then be more thorough and focused.((The quarterly reports could, in addition to an update on the key numbers, be focused as follows: (1) next years's budget proposal; (2) year end report/auditors report; (3) Mid year review; (4) particular financial issues and changes)) Boards reluctant to let go of monthly financial reports could choose to receive a written report as part of their board meeting package as an information item only.

5. Reorganize the executive director's report

If you are the executive director of your non-profit then improvements to your written executive director's board report might be worth considering. Perhaps it could be shorter, more interesting to construct and read, and contain information more relevant to the board's job. If you are a board member you could send your ED an e-mail asking her what she thinks of the ideas below. It is easy to get the ball rolling on this change if the board has not really considered the format of the report before. Piecing together bits of advice from what few sources I can find, here are four headings to consider in re-organizing the report.((These heading are inspired by two useful ED board report templates. One from 2015 by US non-profit consultant, Joan Garry. The other is from the 2016 resource, ED Report Guide, provided by the Ontario Organizational Development Program, a body that has been set up to build capacity in AIDS organizations in that province)) This particular set of headings discourages EDs from including in their report a listing their activities since the last board meeting. The financial report, also usually given by the ED, is a separate report.

Significant issues: Current significant organizational issues, including updates on issues discussed and/or decided upon at previous board meetings, for which the ED, rather than the board, is responsible
Matters requiring a decision or an approval not covered elsewhere on the board's agenda and not addressed by existing policies
Strategic plan implementation: List of accomplishments or achievements on current organization goals since the last report.
Current performance indicators or organizational dashboard report.((An organizational performance dashboard is something a non-profit leadership should construct. Eight to ten indicators is often enough. These could include 3 indicators on client or service outcomes, 3 related to personnel or HR development, and 3 that are financial health focused. For more on the dashboard idea see, for example, this item the popular non-profit blog Blue Avacado))

This format, or one like it, really speaks to organizational performance. How are we doing, rather than what is the executive director doing. Using this format sections 3 & 4 are likely to be the most important parts and, from one month to the next, there may be little to report under 1 & 2. Thats OK. How do you effect this change? Well, the quickest way, if you are the ED is to present the report in the new format and see what the board thinks. Alternatively, ask the board if they would be willing to try a new format for the next board meeting. Rather than have them discuss the pros and cons of the change in the abstract, see if they would be willing to experience it first. While you are at it there are two options your board might consider in terms of how the executive director report fits into your regular board meeting agenda.

The ED report as a separate agenda item. This is most common.
The ED report is not an agenda item itself but instead provides the board with background for the discussion of other agenda items, especially where the agenda is built around key organizational objectives or strategic plan implementation

Now get going!

If you are a board member, a board chair or an executive director you can get going on at least one of these board home improvement ideas. Don't wait until the next meeting to get started. So set aside a little time. No special tools are needed.

Co-chairs considered

gmacdonald — Thu, 23 Nov 2017 16:37:50 +0000

The idea of a having a board chair and vice-chair will be a familiar one to most. Lots has been written about the role of the chair and the characteristics of effective chairs has been well researched. Very little has been written about the role of vice-chairs. But are there any other board leadership options?I recently served as the co-chair of a non-profit board and it was an excellent partnership. What made it work? I could not find any written advice about the role. So, here is some based on my experience. Online sources occasionally reveal co-chair appointments or announcements of multiple vice-chairs. Such positions are often part of the structure of bodies that are in the public eye or represent an international membership. Examples include the European Parliament, the Human Rights Tribunal of the Province of Ontario or the Democratic Party's Congressional Campaign Committee (DCCC) in the U.S.A. The term vice-chair has replaced vice-president for many such bodies. It is a way to acknowledge the need for a balanced or representative approach to leadership. But what about your local non-profit?

The board vice-chair

Typically a board vice-chair is a volunteer who is the designated successor to the chair and the chair's back-up. These are both good reasons for the position. U.S. consultant Mike Burns wrote in a post on the Charity Channel Press blog, that the vice-chair is "as close as many boards get to succession planning"((See Mike Burns, Nonprofit Board Vice Chair: Doing it Right, January 2014)) The position of vice-chair exists partly because tradition and bylaws dictate The practice of having a nominal vice-chair is not a good idea if one believes that every board member should have specific responsibilities outside of attending board meetings. The same can be said for a nominal secretary or treasurer. I have seen board chair job descriptions that assign special duties to the vice-chair such as serving as chair of a specific standing committee. Board recruitment is a common assignment. This is a great idea since being a "chair in waiting" is not a role at all.

The co-chair alternative

Non-profits of all kinds might consider co-chairs rather than having a chair and a vice chair. The rationale for this approach is not to divide a modest set of responsibilities into two smaller jobs, as appealing as this might be to recruiting someone to the post. The opportunity here is to create a two person team who can take on a bigger governance role.

A co-chairing example

I was on the board of an environmental organization for nearly 10 years, first in the role of secretary, and then co-chair, with a two year break in between. This was, and is, a moderately large activist non-profit with an annual budget of more than $2 million and 30 or more people on staff. They have long relied on a board co-chair structure . My experience as a co-chair in this situation was rooted in the following organizational practices:

The board usually sought a male and female co-chair team.
The co-chair terms, as with other directors, were two years with one additional two-year extension
The co-chairs had staggered board terms so that their joint efforts overlapped by at least a year
The co-chairs were usually recruited to the positions from outside the board but not outside the membership
The co-chairs usually attended both board and executive meetings and took turns leading the agenda planning and the chairing of each group.

I had the pleasure of serving with two co-chairs and in both cases we endeavoured to meet for coffee or lunch a half dozen times a year. This provided added opportunity to create a stronger partnership and our own board dynamics agenda.

Advantages of co-chairs

I think the role of chairing is much more important to effective governance than the work of managing board meetings alone requires. A co-chairing arrangement offers:

An added focus on governance practices
A second perspective on managing the board
An opportunity for some diversity in a key leadership role
A more manageable work load for the two people in the role

With respect to the first advantage I believe that a co-chair arrangement opens up the possibility for the board executive, with the executive director, to serve as a governance committee. Much has been written in a last few years on the value of standing governance committees and the drawbacks associated with traditional executive committees.((On the subject of governance committees and executive committees I would direct the reader to the following sources. The Canadian consulting firm of Brown Governance has an excellent report, more than a decade old now on Executive Committees of the Board: Current Practices, Trends and Context, (Halton Hills, Ontario, 2007). Gail Perry has a terrific Checklist for a Top Level Board Governance Committee published on her blog Fired Up Fundraising. The CPA Canada publication, 20 Questions Directors Should ask About Governance Committees is very comprehensive and should be valuable for non-profit boards even if it was written for a corporate board audience))

Added perspective

Two sets of eyes and ears on board dynamics is a good thing especially if the chairs are involved in any board problem solving and coaching. What one person might see the other might not or they may see the situation differently. It also underscores the value of board collegiality, especially when the other directors see the co-chairs working together with different strengths. Some diversity in board leadership is also good thing for many reasons. Co-chairing, especially with a year of overlapping terms, ensures that some learning is involved especially when one of the two has less chairing experience.

Co-chairs considered

As already suggested, I do not like the idea of selling a prospective board chair candidate with the promise of a reduced amount of work as a co-chair. It has been said that if you expect little from a board volunteer, you will get little. Still, a team approach to the job offers flexibility one does not get in a single chair or may not get in a chair & vice chair arrangement. I have attached here a sample Board Co-Chairs Job Description So, you might want to consider co-chairs when you are looking at your board structure. What do you think?

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The image above, entitled "Two Chairs", is cropped version of an IPad painting by Carolyn Hall Young in collaboration with Gianluca Ricoveri. It enjoys a Creative Commons Licence 2.0 for non-commercial use.

Daylighting Board Minutes

gmacdonald — Tue, 06 Mar 2018 21:37:15 +0000

Phase I of daylighting the Sawmill River in Dartmouth, Nova Scotia has just been completed. It is just a short walk from where I live. Citizens, many of whom who advocated for the project, are excited to have a glimpse of what had been hidden for 40 years. Daylighting a river or stream involves bringing a natural watercourse, buried underground in a culvert or pipe, up above ground. The goal is to restore it to a more natural state where the sun can shine on it. Possibly fish can return to using it too. It occurred to me the idea of daylighting might be applied to board minutes. Can a case be made for bringing them, documents that reveal the work of a board, more out into the open? If so, for whose eyes and to what end? And, are there any complications? Boards and their work are surprisingly invisible to non-profit stakeholders, organizational staff included. One could identify other governance daylighting measures. These would include open board meetings((For a discussion of open board meetings see Elizabeth McFaul's 2016 article for Imagine Canada, The Case for Open Board Meetings)), an board page on your organization's website, activating the role of board members as ambassadors, organizing an annual board-staff social event and creating opportunities for board member-external stakeholder interaction. Daylighting is all about the value to non-profits of being more transparent. Where governance is concerned there needs to be a balance between openness and privacy. The challenges are well articulated in the 2016 Association Management Centre article The Role of Transparency in Association Governance by Anne M. Cordes, Mark Engle, and Jed R. Mandel.((On the topic of non-profit transparency from a U.S. perspective, see the excellent piece from the San Francisco-based NEO Law Group, Nonprofit Law Blog Finding The Right Transparency)) Opening up board minutes to some scrutiny may be a small measure, but it is one. What are the issues? Aren't Board Minutes Confidential? Most non-profits probably regard their board meeting minutes as confidential, the property of the board. Legal precedent seems to support the idea that they are not a matter of public record or subject to freedom of information requests. It is easy to find statements to the effect that board minutes are an important record of the board's work and may be legally important if the issue of the board's diligence is ever in question. Regulators, lawyers and, in Canada, the Charities Directorate of the Canada Revenue Agency (CRA), will tell your organization that minutes must be kept. If the CRA audits your organization, they will look at your past board minutes. Many non-profits have incorporation bylaws that state that their board minutes will be made available to members on the condition of a certain amount of advance notice. The language may be that the minutes 'may be viewed by members at the offices of the organization'. This suggests that there is not an obligation to make electronic copies of the minutes available. This is probably wise. The minutes of a single or even one or two board meetings, even if they are well constructed and clear about the board's deliberations, generally do not provide much context for particular decisions and certainly do not reveal the board's work over time.

Board Minutes and the Public

Occasionally one sees board minutes published on an organization's website. But unless your organization is a publicly constituted and therefore a publicly accountable body, like a school board or health authority, I cannot see a strong argument for non-profit board minutes to be made available to members of the public. My main worry about this practice is that the minutes will be taken with their publication foremost in mind. This can result in sparse recording and the poor use of secretarial powers. I recently posted a piece on these powers. Once board minutes are old, they are not likely very important documents, except in the rare case where an organization faces a legal challenge that questions the board's level of attention and/or wisdom.

Board Minutes and Members

Some non-profits are active in fields where their members or stakeholders are directly affected by board decisions. This includes community coalitions, parents groups and professional associations. Board minutes may be important to members in scrutinizing their board. They can take on real importance where the membership or even the board itself has become factionalized. I have been asked more than once about the right to access to board minutes by members or stakeholders who have a bone to pick about a particular board decision. They are hoping that board minutes will give them some evidence they can use to support their views. These types of situations, I think, argue for less board secrecy, and hence more access to minutes. But they also demand greater attention to board-membership communication, board composition and the responsibilities that may go with director representation.

Minutes and the Board

I can almost hear someone saying 'no one is interested in reading board meeting minutes, least of all board members.' Reviewing and approving board minutes are often a perfunctory exercise. Perhaps minutes would be useful they were sent to the board within a few days of a meeting. They would be of value then as a reminder of the decisions made that require board member action before the next meeting. However, since minutes often are held back to be sent out a week in advance of the next board meeting, they tend not to be much of a guide for future action.((Boards who rely on 'old business and new business' type agendas, an idea out of Roberts Rules, likely make more use of their minutes. Most boards, especially those who oversee staff, have abandoned this approach in favour of meeting agendas built around key board functions, like approving the budget, and tied to agenda items on their annual governance calendar))

The Mystery of Governance

The daylighting of board minutes is one way to make non-profit governance less mysterious. Even if meeting minutes do not engage readers in terms of their substantive content, they can offer a feel for the board and its work. Daylighting board minutes within the organization may have the greatest benefit. What I mean is taking staff into the Board's confidence. Sometimes boards, and even executive directors, do not trust their staff sufficiently to make the work of the board more visible. Consultant Jane Garthson, in writing about board transparency, says she thinks that boards may not trust the staff because they worry that "the information will be misunderstood" or that confidential information in the minutes will be released.((See Jane Garthson's June 2006 Charity Village article Governance Q&A: Transparency vs Secrecy)). Boards may need to show more faith. There is probably no need to have confidential information in board minutes or, when there is, then those minutes can be treated differently. The handling and reporting of confidential personnel and contract information at the board level deserves their own recording protocols. More on this in a minute. Here are some measures that can strengthen the connection between boards, staff and volunteers that are not likely to result in a confusion of roles. Board minutes are the last on the list but for some organizations this is can be an easy step to take.

Board member participation in organizational events and celebrations
Introduction of board members to staff
An annual board organized and hosted social event for staff
An occasional open board meeting
Board member tours of the organization's offices
Staff involvement in board member led strategic planning
Posting of board meeting minutes on the bulletin board in staff lunch room

What about Confidential Issues?

In my view board minutes are no place to store confidential information. Boards should carefully consider what they consider confidential and then how, or at what level of detail, confidential discussions are reported. Minutes are not the only documents that come before a board and need not be the only ones that leave changed.((Boards will, in the course of their work, have before them confidential documents. These will include contracts, executive director evaluations, and committee recommendations. There is no requirement to report in the minutes details from these that might, by being released, cause harm to a person or to the organization)) In two publications, on this site, a Guide to Great Board Minutes and In Camera Board Sessions: Careful How You Use Them, I have tried to take some of the guess work out of what to include, how much detail to record and how to report on confidential matters. My advice is that minutes should be constructed so that they are of value to someone who was not at the meeting, including people who are not board members. The idea that board minutes ought be more accessible, not a secret record, is not a call to capture less about a meeting, or create two versions of board meeting minutes. Good minute taking practice should be the same regardless of the extent to which one's board minutes are brought out into the open.

Should you have a daylighting conversation?

While greater governance transparency should be important to all non-profits and the deliberations of their leaders are part of this, increasing access to board minutes is probably not the most important mechanism. However, the question, "what is our feeling about providing greater access to our meeting minutes" can be a good discussion starter. It certainly can lead a board to take a closer look at how they construct their minutes and then to what else they might do to open their boardroom doors, figuratively at the very least. Perhaps daylighting minutes can bring a bit of light and life to boards and their important work.

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The photo above is of a section of the Sawmill River daylighting project. Near this spot the water flows into Halifax Harbour. The flow of water was buried in a culvert following the flooding of the Dartmouth downtown in the wake of Hurricane Beth in 1971. The source of the water is a series of lakes. Indeed the city is referred to locally as the City of Lakes. In the 1860's a canal was built connecting Halifax harbour with the Bay of Fundy via a marine railway, a series of seven locks, a chain of lakes and the 72 km long Shubenacadie River. There is more information about the canal on the Shubenacadie Canal Waterway website. There is a similarly named river that flows through Yonkers, New York into the Hudson River. Polluted in the 1920's the last half-mile of this watercourse was routed into tunnels and culverts under the downtown for almost a century. It was daylighted across 6 downtown blocks starting in 2010.

Refurbuishing Your Chair

gmacdonald — Sat, 28 Jul 2018 15:53:36 +0000

Would you be surprised to learn that a recent study revealed that 73% of board chairs would welcome feedback on their performance? How about that this majority crossed gender, organization type and even board chair experience categories. Such a finding certainly opens the door to dramatically improving how well boards' function and seeing some changes quickly. Ok, no such study exists. It is likely though that board chairs are as open as anyone to suggestions for improving their effectiveness. Such improvements could include a better understandingof their board's overall leadership needs as well their practices around the board table and away from it.((A related USA study might be the one by Debra Beck, Gayle Gifford, Judy Freiwirth, Mary Highland and Michael Burns for the Alliance of Nonprofit Management. It is titled Voices of Board Chairs: A National Study on the Perspectives of Nonprofit Board Chairs. A good summary appears in The Nonprofit Quarterly, October 12, 2016. There is also a thoughtful piece by Sonia Stamm of Board Effect entitled Tips from the Hot Seat: How to be a Better Board Chair, October 27, 2016)) Board chairs do not get much feedback. Other board members and executive directors feel it is not their place. Many would even say "We are lucky just to have someone willing to serve in this role". Tiptoeing around the work of the board chair can sentence boards to years of poor or at least mediocre performance. An ineffective chair not only makes for unsatisfying meetings, it also can make it difficult to find new directors and to keep them. Poor board chairs often means executive directors spending more time than they should on managing the work of their board. Perhaps its time to refurbish the chair or, in the 17th century old English meaning of the term "furbish", to give it some polish. It may not be that difficult.

Is Chairing Experience Important?

It is widely assumed that previous chairing experience in the role is important. However, past practice can be overrated. Non-profit boards need different things from their chair depending on the board culture, the composition of the board, and the particular issues the organization and board are currently grappling with. Chairing experience, if positive, surely makes it more likely that someone would volunteer for the job but the value of a conversation about the what one expects in one’s board chair cannot be over rated.

Role Description and Board Self-Evaluation

It is certainly helpful to the chair to have a written position description. Ideally this should speak to the chair's role managing the board, facilitating meetings and to working with the executive director in strengthening governance. You will find some resources here on GoverningGood.((The following Governance Guides here may be of value: Chairing a Board Meeting, Ten Tips for Improving Board Meetings and How Boards Can Have Better Conversations. Under Sample Policies see my Board Chair Job Description)) However, these tools are often not enough. Board self-evaluations can also provide an opportunity for the chair to get some feedback. So, if you have a good template and conduct these once and awhile, your chair ought to get some useful suggestions on their leadership. But waiting up to a year to address any chairing concerns, big or small, may be too long for most boards.((Board evaluation, or board self evaluation, is much touted good practice. There are a few self-assessment tools that I like. One is from Community Literacy of Ontario who maintains excellent resources on nonprofit governance. Compass Point's Jan Masoka's wrote a good piece in 2005 on Self Assessment of the Board in their Board Cafe blog. There is a terrific online board self assessment, secure and confidential, called Board Checkup . It is part of an ongoing research project by Canadians Vic Murray and Yvonne Harrison. Finally, there is my own customizable Board Self- Assessment Questionnaire on this website))

Effective Feedback

The intent here is not to suggest that a board chair be casually offered some unsolicited advice. This might not go well. While some courage may be called for, it helps to be prepared and to have some understanding of effective feedback. The characteristics of effective feedback are well described in management literature even if such advice is not always applied.((Lots of descriptions of effective feedback can be found online. Some of it relates to workplace situations, some to educational ones. A useful piece is one written by Grant Wiggins, The Seven Keys to Effective Feedback in the Journal Educational Leadership, Vol 70, No..1, 2012)) Many people would say there three types of feedback: negative, positive and constructive. Offering feedback according to these "types" are not nearly as useful as feedback that is:

Specific: The feedback should relate to a specific behaviour or set of circumstances that can be described
Timely: The feedback should be given as soon after the behaviour is exhibited or the situation happened.
Actionable: The feed back must contain ideas or suggestions that can be applied
Candid and trustworthy: The feedback should be offered by someone trusted and respected.
Goal-oriented: The feedback be couched in the idea of goals or better results
Future-focused: the feedback should focus on future situations and improvements, not dwell on what has already happened.
Confidential: In many situations, certainly one-on-one situations, feedback should be offered privately

In the board leadership context providing feedback does not demand a telling and listening approach. A few questions can open up the door for a collective conversation about improving the function of the chair where some of the responsibilities of the job are broadly owned.

Chair-initiated Feedback

The easiest way for a board chairs to get feedback is for them to invite it. All it really requires is asking a few open-ended questions. Lets start with the chair's work in the boardroom. If you are the chair try asking these questions to your directors. Give the group 2 or 3 minutes to consider them and then listen to their comments and suggestions.

What do you like about my approach to chairing our meetings?
What would you like to see more of, or less of, in terms of how I manage our meetings?
Are there other things we might do collectively to improve our meetings?

Yes, the first question provides an opportunity for positive feedback, the others for more constructive comments. The real objective here is starting the conversation. A quiet reflective moment by each director here is crucial. Upon hearing from your directors, make a commitment to the group to experiment with some adjustments, starting perhaps with the next meeting if you cannot make any immediate changes. To be sure, such questions will not get at more intractable issues around the board table but the asking may pave the way for more confidential discussions. In terms of the chair's relationship to the executive director, the two should sit down with one another. The questions posed by the chair might be:

What things could the two of us pay more attention to in order to improve how the board itself functions?
I am wondering about the balance of time we spend talking about current operations and future issues. Do we need to adjust this?
What would you like to see more of from me in terms support and advice. Given we both have other commitments what could we spend less time on?

Executive Director Initiated Feedback

Executive directors can themselves help improve their board's chair's performance. This may, as already suggested, take some courage and it will certainly depend on there being some trust present. Extend an invitation to the chair to talk about the board and how together the two of you might make some improvements in its leadership. Consider some of the following questions. Your discussion could open the door to a makeover of your governance relationship. The Questions (some examples)

What board issues do you see need some attention?
I am hoping you have some ideas. I have some suggestions of my own that have to do with better planning of our board meetings
What about our own interactions? How do you feel about them? Are we making the best use of our time?
Might we set up a regular monthly meeting between us, by phone or in person?
I was wondering if we might give greater attention to planning the board's work and less on reflecting on, or managing the operations.
Should we try to be more intentional in what matters should go to the board and what doesn't need to?
I am wondering about my monthly report to the board. Does it provide the right information? What do you think? Could we take this question to them?
Do you think our board meeting agenda's have too many items? I have some ideas we could try out.
Do you have any advice for me on my interactions with the whole board or any individual members?

These questions will at least give the executive director some ideas on how the conversation might be framed.((On the matter of challenging conversations I have also written on this blog about a related topic: Difficult Board Conversations ))

A Leadership Conversation

The idea of initiating a conversation about your board's chairing needs is really an easy step to take in polishing up your board's leadership. If you are the chair assume board members will provide you some sense of what is working well and some other things to try. In part, the conversation gives you a stronger mandate to lead. And, the fact that you have raised the matter means the topic is now an acceptable one to talk about. If you are the executive director assume your chair is open to feedback and that a board leadership conversation would be a welcome one. Give it a try. (A 4-page PDF of this article Refurbishing Your Chair is here)

Governance as a Bus

gmacdonald — Fri, 07 Sep 2018 17:15:17 +0000

In 2001 Jim Collins, an American consultant, became a star in management circles with his book, Good to Great: Why Some Companies Make the Leap...And Others Don't. In it he compares a business to a bus and the leader to the bus driver. Today, people often say that business success is dependent on getting the right people on the bus. A similar metaphor can help us in understanding the work of non-profit governance. As you will see though, it has a different twist. Richard Chait, William Ryan and Barbara Taylor wrote about the fiduciary, strategic and generative modes of governance in their 2005 book Governance as Leadership: Reframing the Work of Nonprofit Boards.((Governance as Leadership is published by BoardSource and John Wiley & Sons)) More a framework than a model, this work has changed how many think and talk about non-profit governance. It has moved discussion away from a focus on structures and responsibilities, and the work of the board alone, towards a perspective on governance involving specific functions and broader involvement. Most people grasp the fiduciary and strategic pieces, but the generative element of governance is a more elusive concept.((There are dozens of non-profit governance resources available online that grapple with the "Governance as Leadership" framework and generative governance in particular. For a useful comparison of governance models, including the Chait, Ryan and Taylor framework, see Ruth Armstrong and Yves Savoie's viewpoint article Good Remedy, Not For Every Ill in the Philanthropist. January 1, 2008)) I hope the bus metaphor I am about to describe will help.

Organizational metaphors

A metaphor is a figure of speech that is used to make a comparison between two things that aren't alike but do have something in common. Metaphors stretch our imagination in a way that can create powerful insights even though they sometimes run the risk of distorting reality. Gareth Morgan, now age 74, is a distinguished research professor at York University in Toronto. He is the best known authority on the value of metaphors in seeking more understanding of, and creatively dealing with, organizational issues. His argument is that there are different lenses for viewing organizations and that metaphors are a tool for helping us see some of their hidden attributes. In Morgan's view, there are seven metaphors including the organization as machine, as organism, and as brain. These are explored in his 1986 in his book Images of Organization.((For an overview of Morgan's eight metaphors I would recommend Dr. Kathy Milhauser's 8 minute YouTube video on Organizational Metaphors. Milhauser is a Professor of Management at Concordia University in Portland, Oregon)) This book is a classic among those who study about and teach in the field of management.

Governance as a bus

So here we go. If you think of your non-profit organization as a bus, the fiduciary mode of governance has the board and executive director (or CEO) in the back of the bus looking at the past and present. The strategic mode involves everyone running to the front of the bus to look out the window to see where it is going and perhaps decide to alter the route. But what of the generative mode? What would you guess? The generative mode requires the organization's leadership to get off the bus, to start walking and looking around and talking with people in the community. Surprised? Should this image of governance action only be taken figuratively? No. I did not come up with his metaphor. I credit it to Keith Seel, former Director of the Institute for Nonprofit Studies, which is now the Institute for Community Prosperity, at Mount Royal University in Calgary. Keith moved to become Dean of Foundational Learning at Bow Valley College, also in Calgary. The metaphor was born in the caldron of his own governance work with non-profits and school boards a decade ago.

Working in the back of the bus

Chait, Ryan and Taylor's use of the term fiduciary is meant to cover the things most non-profit boards do as their primary job - overseeing the current work of the organization. It involves looking back at what has recently happened and ensuring that the bus can go forward effectively, efficiently and legally. This includes setting and evaluating policies that set operational boundaries or its good practice aspirations. The authors include as well the work of approving the budget, fundraising, program evaluation, and even the task of evaluating the executive director. The fiduciary mode is familiar territory for most boards because board meetings and orderly agendas lend themselves to reporting and approving behaviour. This mode also provides comfort because it fits well with the board's duty to pay attention to the organization's legal and financial responsibilities. Fiduciary work can easily keep a board busy all of the time. However, it is work that can be hard to relate to the organization's mission and therefore can feel more dutiful than fulfilling. Because it lends itself to necessary but routine practices, a governance structure it is not unlike Morgan's "machine organization".

Running to the front of the bus

The strategic mode of governance relates to the strategic role of leadership and, for many in the sector, the exercise of strategic planning. This mode of working calls on a broader group, certainly the board and executive director, to scan the environment, assess where the organization is going and to make choices as to its future direction. Keith Seel reminded me that every organization will have its own "front" of the bus", their own kind of vehicle and own approach to being driven or piloted. Nevertheless, working strategically requires decisions about organizational destinations and routes. Some would argue too that strategic work requires conscious choices made with an awareness of where the organization is not going. Strategic planning can benefit from information from outside the organization, often provided by external stakeholders. Does the metaphor work for stakeholder involvement? It does if it means inviting stakeholders to get on bus with you. In this sense the stakeholders are on your bus and helping by looking out your front window. Most leadership teams find it difficult to think and act strategically on a regular basis. This is because standard board meetings and agendas do not support this mode of working. Working strategically is often episodic, especially where it involves the creation of a formal 3-year or 5-year plan. Approving a strategic plan usually means turning its implementation into fiduciary activity, board meetings focused on overseeing the accomplishment of specific strategic objectives. What types of things should non-profits pay attention to as they strategically weave their bus through the streets of the community, region or even the world? Might they discover a need to alter course or maybe even the destination? Many would agree, I think, that not all strategic questions are destination related. They can include:

How effective are we in what we do?
How are we distinguishing ourselves from others in our field?
Should we discontinue certain services and/or take on new roles?
In what ways is our current structure working for us?
What might make us a better place to work?
What are our funders thinking about these days?
Who are potential organizational partners?

Getting off the bus

It is the generative mode of governance that represents Chait, Ryan and Taylor's unique contribution. They chose the term generative because its roots are in the idea of genesis, the kind of thinking that was present when the organization was founded. Generative work precedes strategic work and strategic work precedes fiduciary work. Generative work effectively opens up the organization's mission to scrutiny. It may be more closely attuned to the organization's vision of the future than its current role. Generative work is about considering, anew perhaps, what problems in wider environment or field need to be addressed.((Although a number of sources have grappled with the generative governance idea, I often find myself returning to the authors themselves. See for instance, Bill Ryan's interview by Mandy Salls in the article Why Nonprofits Have a Board Problem in The Harvard Business School's periodical Working Knowledge, April 4, 2005)) Gareth Morgan's organism metaphor fits to some degree here if one sees the organization as part of a larger community eco-system.((A broader vision of the community as an eco-system is somewhat captured in the concept of Community Engagement Governance developed by Judy Frieiwirth, Beth Kanter and others in the U.S.A)) Chait, Ryan and Taylor tell us, generative work is about "sense making", "problem framing" and "thinking retrospectively". It only occurs at the boundary between the organization and the community. They suggest that generative governance is what is needed when any of the following "landmarks" are present:((Ibid, pages 107 & 110))

There is considerable ambiguity in the field about what is happening
When an action that may be taken will be highly significant to many people both inside and outside our organization
When the stakes are high for the future of our organization because it raises questions of organizational values or identity
Where there is conflict or confusion in the community and no consensus in sight
Where a proposed action cannot be readily reversed. In other words, our organization must take a big risk, leap into the unknown.

The idea of "getting off the bus" is not just a figurative one. Generative thinking may require us to move and think outside the confines of our organizations and their programs. Chait, Ryan and Taylor themselves use the analogy of seeing what comes into focus as a result of "meander(ing) through a city or countryside to learn about a foreign culture".((Ibid, p, 113)) Generative work, it seems to me, requires curiosity. But it does not require the expertise or problem solving ability that we generally associate with governance work. Off the bus board members and staff could find themselves on an equal footing. Perhaps though, their ability to see and listen might not be the same.((One could debate the ability of non-profit board members and staff to learn from walking around in their community. Being naive might be a board member's asset. Staff, to the extent their interests are confined in a psychic prison, to use Morgan's 7th organizational metaphor, may be at a disadvantage)) So, the boardroom may not be fertile territory for exploratory generative work. Seeing your organization's bus in a broader field of view is very different than seeing the field from the familiarity of your own bus.((I am reminded here of Donald Schon's 1983 book, The Reflective Practitioner: How Professionals Think in Action. A critical skill in reflecting, he reminds us, is to see situations with ourselves in the picture. The reflective practitioner does not just see others in action, they see themselves)). Generative work, it seems to me, starts with stepping off the bus. Getting outside I often suggest that governing groups set aside fiduciary and strategic work once and awhile and try something else. The idea of spending time on an activity unrelated to the normal work of the board is enigmatic. Dissonance is almost certain to result. Perhaps, if there is no bus, one might at least start with board gatherings that are not business meetings. Board education sessions, for example, might look at state of the field rather than the role of directors. Consider inviting outside guests.((My August 2017 post Guests in the Boardroom may offer some ideas for opening up governance work)) How else might we enable leaders to do some thinking outside the comfort and familiarity of the boardroom? Other explorations could include attending community events that bring ones own and related fields of work together. A non-profit might even organize and host its own stakeholder gathering. Developing a little generative curiosity will require leaders to loosen their grip on their organizational agendas and the protection of their sovereignty.

Governance as intentional work

I am certainly not alone in encouraging non-profit leaders to use the terms: fiduciary, strategic and generative to describe what "mode" they are working in, or need to do more work in. Good governance certainly involves a lot of work at the back of the bus and some at the front. At times it may be beneficial for the leadership to get off the bus, perhaps even leave the boardroom and set out even a small mission of discovery. Can "getting off the bus" exercises be created? What might they look like? Any help extending the metaphor, or a story that captures what getting off the bus might involve, would be welcome.

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The photo above is of a bus diorama, one of many created by modellers and historians in the UK and beyond. This is from the Gloucestershire Transport History web site. It one of a series of images of the Mellor Brothers: Layby Diorama. Thanks kindly to Paul and David Mellor and to Alan Drewett, the site's webmaster, for permission to use it.

Executive Director Reports

gmacdonald — Thu, 04 Feb 2021 20:02:51 +0000

One of the most enduring features of non-profit board meetings is the executive director's or CEO's report. There are few resources that offer good practice recommendations. Aside from the consideration of level of detail, few boards and EDs together give much consideration to what subject matter should be included. So, I have some of my own suggestions, informed by my board experience and from two other sources, about the content of such reports. Despite the model that I suggest here, nothing beats a board-ED discussion of key content areas and even a little experimentation with actual board reports. My experience is with reading and hearing executive director (ED) reports at monthly board meetings. This has been on boards that meet about 10 times a year. Boards that meet quarterly, where that is also the frequency of the report, probably require a more extensive report but not necessarily different items. Most boards and EDs I know subscribe to the idea of a one to three-page written executive director's report. Most agree that the information ought to be provided in point form. Most also support the practice of having the ED verbally offer a few highlights and ask for questions rather that reviewing the report in detail. This is all good. Joan Garry is a U.S. consultant has written on this subject in her 2020 post How To Write a Good Board Report. It is here. Her view, and it is one I agree with, is that the board report should NOT be an activity report, a summary of "here is what I did last month". More on this in a bit.

Six Headings

So, I will start with proposing a report with six headings worth consideration, not all of which would be part of every report. This is my main takeaway for readers. I will attach a template that can be downloaded. My six headings are:

Significant Issues
Matters requiring board approval
Progress on strategic goals
Compliance update
Organizational dashboard.
Board Information

Following a look at each heading I will briefly discuss:

Why an monthly ED "activity report" has little value
Whether the EDs report should be "approved" rather than "accepted" by the board?
Should the board financial report be considered part of the executive director's report?
Should the report be a stand alone agenda item or primarily a source of information for other agenda items?
Should the ED read or even summarize her/his report?
Role of the report in the evaluation of the executive director.

Two publications have been of particular help in writing on this topic. The first, already mentioned, is the piece by Joan Garry. The other is Dionne Falconer's 2016 Executive Director Report Guide, published by the Ontario Organizational Development Program (OODP). It can be found here. Both of these also provide a report template one can use.

The board report

1. Significant Issues

It is a good idea to start with an overview or update on a significant current issue or trend. It should be something that will, or could, impact the organization now or in the future. It might be something that has been in the media or something the Executive Director (ED) has been seeing unfold. The board needs to alerted even it there is no imminent decision to be made or action to be taken. It may be a new issue for the board or one the board needs to revisit from a previous board meeting. Perhaps there is some new information. There are always things that are significant to the executive director. But here I am suggesting matters that could, or will, impact the organization's ability to do its work. It seems to me that there are two categories of "significant issues"

Internal
External

An internal issue of significance could be the departure of a key staff person. An external issue could be a change in funding arrangements or new legislation. The current Covid 19 pandemic has elements of both. A significant "issue" might be a positive or negative development. an opportunity or threat. From month-to-month there may not be any "significant" issues from the ED's perspective. Do not create some. An ED may decide to keep the heading and underneath write "none" every month. From a board perspective, when there are no significant issues to confront there is time for more routine but important governance work. One challenge here is to avoid this being just another "ED talking to the board" part of the meeting. The ED should consider having some questions in mind, something other than asking the board "what do you think?" Here are some ideas:

In what ways might this affect our organization's future?
What action might we need to take?
How might it affect our clients or other organizations doing similar work?

On any significant issue an ED ought to know if his/her board can be of any help. And if so, the ED might include a question such as:

Does anyone have any contacts that I should speak to get some advice about this?
Does anyone on the board have any knowledge or expertise about this?

Unfortunately it is unusual for an ED to share something with his/her board where advice is not invited, at least implicitly. A significant issue may be an opportunity for the ED to turn the board's attention to the big picture. And maybe the issue introduced in the Board report today will a future stand-alone agenda item in the months ahead. If there IS a significant issue, then it is clear what ED's verbal report will be all about.

2. Matters requiring board approval

Sometimes the executive director may want board approval for items not already on the meeting agenda. If the organization has a good set of operational polices in place, an approved budget, and a common understanding of what decisions the ED is empowered to make, such a section will not frequently be used. I had a hard time thinking of examples. Three might be:

A modification to an existing operational policy (where a full policy review is not warranted)
Recognition for a staff member's accomplishment
Decision on the date for the AGM, a key fundraising event or an open house.

What I am suggesting here is that this section be for small decision matters, especially where little or no board discussion is required. Again, not every ED report will contain these.

3. Compliance update

Every non-profit must insure that it is operating in compliance with external requirements. These are outlined in detail in two earlier posts: Law 101 for Boards and Law 102 for Boards that I wrote in June 2020. It is valuable to have a list of these in the ED report and to update the board regularly on their status. Typically they include:

Annual incorporation filing (Date due/Last submitted)
Annual charity filing (T3030 in Canada) (date due/last submitted)
Payroll deductions - Remittances submitted to Canada Revenue Agency (monthly)
Provincial employment standards compliance report (Last Review/Next Review)
Insurance coverage review (Last Review/Next Review)
Human Rights/Occupational Health and Safety Review (Last Report/Next Review)

So, create a bit of a table of items with room for a check mark, a date for submission or a more detailed board report. Some items will be fine with a biennial review. This is as much about keeping the board aware of these requirements as it is about ED accountability. Many non-profits have licensing requirements too. If, for example, yours operates in a sector that provides support for vulnerable clients you will likely have some significant ones.

Conditions of Licensing or Government Subsidy (Last Report/Next Review)

4. Progress on goals/strategic plan implementation

In my opinion this item should be at the heart of every executive director's report. Even if the organization does not have a current formal plan in effect, it ought to have 4 or 5 goals it is pursuing. Ideally one or more organizational goals are regular agenda items themselves. The board report is an update on implementation. This means they do not have to be considered, or verbally reported on, at the ED report point of the meeting. Deliberation about goals are the stuff of board meeting planning, the work of the ED and Board Chair together in helping keep the board focused on the big picture and the longer term. It is unlikely there will be news on every goal every month and indeed, work on some goals will be far off. If there is a yearly operational plan flowing from a five-year strategic plan, then progress on the operational plan becomes the source of the ED's report under this heading. Also, if there are action items flowing from a recent ED evaluation, areas for improvement, the ED could also report on these "goals" in this section.

5. Organizational performance dashboard

The idea of a dashboard of a few key statistics about organizational performance is an idea I like. One could write a whole post on this topic but I will provide a couple of links to resources on the topic in the notes at the end.((Some highly recommended resources on performance dashboards include, from TechSoup U.S.A - The Three Types of Nonprofit Dashboards and How to Build Each One (2019) (here), from the Nonprofit Quarterly, Models and Components of a Great Nonprofit Dashboard (2016) (here) and from Blue Avocado, A Nonprofit Dashboard and Signal Light for Boards (2009) (here))) Whether it is in part of the ED's report or a stand alone information sheet is up to each governing group.

6. Items of Information

Again this is a section that need not have content in each and every monthly report. Quoting the OODP resource on this piece:

Any other issues which the ED wants to bring to the Board’s attention for information and are unlikely to require discussion. This may include visitors to the organization, conferences & professional development, community issues and events or significant meetings that involved the Executive Director.

Joan Garry's points out that if the executive director, or another staff person, has attended a conference, the board's interest is what was learned that can benefit the organization, not that fact that someone was away or that it had a cost. On the other hand, if conference participation were part of implementing a professional development plan, a possible organizational goal, it would be reported above.

Why a monthly activity report has little value

Turning to some report content overall I will start by repeating my assertion that knowing what the executive director has done over the past month is not important to good governance. What is important is what the organization has done and, to go one step further, what it has accomplished. I realize that executive directors want their boards to know what work they have done. And boards want to know about things that seem to them to be concrete. Too bad. Go online and read something like "how ego is the enemy of leadership or "check your ego and prioritize the organization".((There is lots written on the ego's role in leadership including these two pieces; Ego is the Enemy of Good Leadership (2018) by Rasmus Hougaard and Jacqueline Carter in the Harvard Business Review and Check Your Ego and Prioritize Your Organization (2019) by Jennifer Levinger from Leading Well )) Limiting their understanding to things that are always in the "management space" is not a good place for boards wanting to appreciate their organization. An occasional view of the front lines is recommended.

Approval or acceptance of report

The executive director's report, like any report to the board, should be "accepted" not "approved". ED reports are an accounting of activities or accomplishments in the past. Boards should not be in the position of approving what has already taken place nor should executive directors ask for approval after the fact. Acceptance of the report implies instead that the work that has been undertaken is consistent with the direction everyone has agreed to. Boards should reserve their "approvals" to a key things like hiring or firing the ED, the appointment of a new board member, new or improved policies, a new budget, an extraordinary expenditure, organizational plans and public policy advocacy stances. Approving agendas and minutes is the boilerplate work associated with all boards.

Executive director's report and the financial report

Board business meetings typically include the financial report as a standard agenda item. Generally this report is prepared by the executive director, or completed under his/her direction, and presented by the executive director or perhaps the treasurer. I am of the opinion that financial report need not be an agenda item every month, certainly not if an organization's financial picture is stable. But that is a different topic. The financial report, frequently an update on year-to-date budget numbers, is best treated separate from the ED Report. A financial report might, in some months, be accompanied by a fundraising report, again as a separate agenda item. This being said there may be money-related items in the regular executive director's report. This could include, among "information" items, the receipt of a long awaited grant, news of an unsuccessful but hoped for grant, or news of a significant donation or new benefactor.

Board report as an agenda item?

If board meeting agendas are built around organizational strategies or goals, the executive director's report should contain information that is relevant to each of agenda items and its content is better introduced throughout the meeting not at one point. I would go so far even to suggest that the report, a written one, ought to be accepted as part of the consent agenda and then its content employed in the more strategic board deliberations.((If you are interested in the idea of a more strategic board agenda, the National Council of Nonprofit in the U.S. offers this example))

Should the ED read or summarize the report?

Executive directors ought to be careful not to fall into the trap of reading or summarizing their report at each board meeting. Having some clarity around the content of the report certainly helps decide what matters to highlight if one is summarizing and what matters need not be mentioned. Time taken at meetings reviewing the past is time taken away from looking at the future. For ideas on presenting the report I would direct the reader to a great 2017 piece by Robert B. Acton on the BoardSource Blog entitled Board Members Zoning Out? Stop Reading the CEO Report, You can find it here.

Role of board report in ED evaluation

The monthly board report need not be a piece of time consuming work destined for the recycling bin or trash. I would make a case that the accumulated reports be one of the documentary data sources boards use to evaluate their executive directors and that executive directors ask that they be included in the evaluation. The board report can be evidence of the executive director's

Accomplishment of, and focus on, organizational goals
Keeping the board well informed (board-ED communication)
Helping the board do its job especially in staying out of operational details

Obviously the board report has little role here if it is primarily an activity report or a mechanism for the detailed management of the chief executive's time rather than for oversight and direction of the whole organization.

First steps to remaking your report

A one-page Board Report Template based on the 6 headings suggested above can be found here. (It is an MS Word document). Help yourself! I hope some of the ideas here will find their way into your executive director' or CEO's board report. If you are the executive director and want to make changes you could experiment with your next report and ask what the board thinks of it. You could also give your board chair a copy of the template and discuss remaking the report, or at least experimenting with it, at your next one-on-one meeting. I am a fan of giving your board a "remade" report and getting feedback rather talking about the changes in the abstract. I realize you may not have the time to prepare two versions. If you are the board chair consider bringing the matter up at your next one-on-one with your ED. What does each of you think? You might decide to bring the subject up at the next board meeting or try a new one on them. What have you got to loose? If you are another board member consider send the template and a link to this post to the ED asking if this is a matter he/she might wants to raise with the board? If the response you get is no, then drop it. You have sown the seed. Good for you.

gmacdonald

The Board - Staff Relationship

gmacdonald — Mon, 11 Mar 2019 18:08:21 +0000

Can a volunteer board have much of a relationship with their non-profit's staff? This question comes up in many governance conversations. The standard line is that while the board is responsible for staff, their relationship is really only with the chief executive. I think a more nuanced answer is needed.

My goal here is to suss out the territory of board-staff relations. Much has been written on the importance of the board chair-ED relationship.((On the board chair-ED relationship see: Effective Board Chair-Executive Director Relationships: Not About Roles, by Mary Hiland, and How To Strengthen the Nonprofit Board Chair-CEO Relationship by Joan Garry)) ((BoardSource, a respected U.S. body that works to improve non-profit governance, has a 2017 FAQ resource titled Board-Staff Interaction, What is Acceptable, What is Not, You Ask, We Answer. It offers a very structural response to the issue)) But meaningful board-staff relations are not just possible but important, even though the board-ED relationship is the key governance one.

The organizational family

I wrote in a recent post Kindling Board Trust about the importance of strengthening the relationship amongst board members. Attending to this relationship contributes to better decision-making.

Board -staff relations may not have to be as familiar as those as those around the board table but they are important in creating a sense of solidarity and organizational community.

Staff often see their boards as remote, distant in their understanding of the organization's work and mysterious in their function. Board members, managerial or professional 'drop ins', usually have little time for the getting close to the front lines.

However, even if board members and staff inhabit different organizational worlds, mutualism, to use a biological concept associated with interspecies relationships, needs some cultivation.

The board has one employee

John Carver, the creator of the Policy Governance Model, says "the board has only one employee", the CEO and that "the CEO has all rest".((John Carver, Boards that Make a Difference: A New Design for Leadership in Nonprofit and Public Organizations (Third Edition),Jossey Bass, p 159))Structurally this seems like a good way of thinking about the relationship.

Carver's model works when the staff is protected by robust human resource policies and the CEO is held accountable for directing the affairs of the organization to the standards these set.

The board's concern for the welfare of staff is also operationalized by asking questions of their ED/CEO about human resource management ((Chartered Professional Accountants Canada have an excellent publication: 20 Questions Directors Of Not-for-Profit Organizations Should Ask About Human Resources, 2011)) and accessing even a little independent evidence on the employee environment as part of the board's formal evaluation of their ED/CEO. ((Three workplace health indicators boards might monitor are staff turnovers, sick days taken, and annual staff evaluations completed/remaining. Larger organizations, especially unionized non-profits might consider other indicators. In 2018 the Ontario Nonprofit Network published a Decent Work Checklist For the Nonprofit Sector))

It is essential staff be able to contact the board directly. However, the circumstances that would give rise to this, and process involved, should be articulated in conflict resolution, grievance and harassment policies.((See, for instance, my sample conflict resolution policy)).

Certainly beyond employment or relationship issues some interaction seems desirable. A policy or set of guidelines for both board and staff may be a good idea, Jan Masaoka, in her 2011 Blue Avocado piece Should Staff Contact with the Board Be Restricted may be helpful. She has written:

Board members want to respect the authority of their executive director, but they also feel that it is more efficient to meet separately with staff on some matters and that doing so spares the executive from too many meetings.

Invisible boards

The nature and value of what goes on around the board table may well be hard to appreciate. But governance ought not be hidden from view as an internal organizational matter. Many non-profit websites make no reference at all to the fact they have a volunteer board, let alone list who is on it.

Non-profits should make an effort to identify their board, and key staff, to external and internal stakeholders. Perhaps they can even put board and staff photos and even brief bios on their website. I realize the case for more online content is a tough one to make in the age of smartphones and social media. And yes, a non-profit's work is paramount, and for many a client focus needs to be front and centre. But it is dedicated people who keep it going.

If one's organization issues a newsletter, what the board is working on at that particular time deserves its own section, even if it is only a couple of sentences.

Perhaps the greater visibility of the board can start on the inside. An easy step here is to include a board member list on the office bulletin board and a staff list, with and titles or program responsibility areas, in the board members' governance kit. And then there is the idea, a controversial one perhaps, of posting the latest board meeting minutes for staff to see. ((My case for board minutes being shared is outlined in my March 2018 post Daylighting Board Minutes))

Staff members on the board

Few people would recommend staff representatives as members of a non-profit board, with or without the right to vote. This is not unheard of though, especially where there is a collectivist organizational culture. Perhaps it works for some groups. Interest in less hierarchal structures is important territory,

But, where there is an ED or CEO, having staff on the board effectively transfers the responsibility for human resource management out of the his/her hands to what is a volunteer committee. Boards have trouble enough keeping out of the weeds.

Staff members at board meetings

I know some organizations involve staff in making presentations to the board. These are often about a particular program or new initiative. This enables the staff to see the board and the board to get a sense of staff capabilities and expertise. These types of contacts are fleeting and limited. There are better ways to stress that the board and staff are on the same team.

Staff on committees

It sometimes makes sense to have staff, other than the ED, on board committees. Fundraising is certainly one area where staff is likely have both expertise and responsibilities that are essential to this organizational work and the board's piece of it.

Otherwise though, one ought to be careful providing staff support for board committees. Who do staff members report to in such assignments? What about board members? Who do they report to? This can be tricky.((Boards ought to be clear about whether a committee is a governance committee that is engaged in board work, or an operational committee, accountable to the ED. The term "board committee" itself can be confusing especially when it involves staff. See my governance guide: Should We Form a Board Committee)) As in all non-profit working relationships the accountability of the players ought to be clear.

The supportive board

I have yet to encounter a board that was not interested in the welfare of the people working for their organization. Indeed, I have heard board members say that they wanted ways to help staff, cognizant as they often are, of the limited wages their organization provides.

So what can a board do to be "supportive"? Here is my list.

Board members can do their job.

Most importantly directors need to show up at board meetings prepared to participate in the work of the board. Away from the board table, board work can include organizing fundraising events.

It is true that Board members often not have as much affinity for governance work as they do for program level work. The former though has to be their first priority. Board work means stepping back from the more tangible and impactful daily work of the organization and looking outward to the needs of the wider community and forward to the future.

2. Board members should not make more work for staff

It follows that board members should not ask staff for assistance in doing the board's job, including requests for information. Such requests should go through the CEO. Committees can also contribute to making work for staff, work that is sometimes fails to fall on any board member shoulders.

3. Boards can show appreciation

Boards can demonstrate their appreciation of staff in the same way people typically show it: expressing interest in staff members' work and lives. This includes recognizing birthdays, marriages and other big life events.

I know of at least one board that organizes, bakes for and caters a staff breakfast. It is not a sit down affair but a buffet that enables staff to hang around the kitchen or take a plate to their desk. Indeed, the breakfast is on the annual board calendar and a board member takes on the task of soliciting contributions for food, organizing the set up and clean up.

Boards can do more to encourage and support the cultivation of their organization's social relationship environment. Board-staff BBQs and open houses can contribute much to this objective.

4. Boards can advocate

Most non-profits actively advocate for their cause and for their clients. Much of the advocacy work often falls to staff.

Board members can shoulder more responsibility on this front collectively and, within their own networks, individually. Board members can wear their organization's cause on their sleeves by writing letters to elected officials, attending community meetings and or even carrying a placard at a rally in support of better public policy.((On board advocacy see an excellent 2013 piece by Gail Perry titled How to Be a Personal Advocate for Your Cause))

A supportive staff

I do not want to suggest that staff should support their board because as employees they are beholden to it. Support on this side off the board-staff equation involves just two things.

1.Staff can know who is on their board

Staff can make a point of knowing whose is on their board. Obviously this is easy to do when the board is given some visibility in their organization's internal and external communications. To some degree it is up to the CEO to give the board some prominence in his/her own staff communications.

2. Staff can be welcoming to and appreciative of board members

It probably does not need to be said that non-profit staff should greet board members, if they know they are board members, with interest and enthusiasm. My guess is that most are welcoming of anyone who comes through their non-profit's doors.

Staff in governance

It is important to remember that effective non-profits involve staff in the work of governance in at least two ways.

The first and most common one is in strategic planning. The creation of a strategic plan usually involves lots of consultation. Staff insight needs to be tapped early on. This also helps build commitment to plan implementation.((I am surprised at the scarcity of resources on the topic of staff involvement in strategic planning. I could use some help identifying a some. There are some useful ideas in Charity Village's 2016 piece Planning For Success: Top Ten Strategic Planning Tips))

The second way that staff gets involved is in the recruitment and selection of a new executive director or CEO.((Joan Garry has wisdom to offer in her 2014 piece The Staff Did Not Want To Hire Me))

Staff knowledge and experience is important to the Executive Director, and though the ED to the board. The value of a consultative approach to management is well recognized. But there is space for there to be other aspects to organizational relationships. It is important that the board and the staff make some effort to get to know and support one another. It's all about creating a community.

A Note on the Image

Cute animal photos are everywhere and I admit to being a regular viewer of them on social media. This one has been posted well over a million times. It easily captured my attention when I began looking for an image that could be a metaphor for this topic. It is an image of a goat and a Great Pyrenees, a breed of dog known for its ability to serve as a livestock guardian.

This post has its origins in a workshop I led in November on this topic at Halifax's 2018 Volunteer Conference. My thanks to the participants.

Kindling Board Trust

gmacdonald — Fri, 25 Jan 2019 18:16:19 +0000

How well do you know your fellow directors apart from what you see and hear from them in your work together as a board? Possibly not well. This post is about increasing our familiarity with one another with the goal of building trust around the board table. One often thinks about trust in the non-profit governance context as being about the relationship between the board and the CEO. Trust amongst board members is important too. Indeed, trust is increasingly important as boards strive to be demographically and culturally more diverse. Boards, especially in urban nonprofits, often operate without needing a lot of trust among directors. Frequently they get away with operating as a group of individual advisors, not a team. Most matters get short shrift in the context of multi-item agendas, and reliance on decisions made by voting exacerbates this kind of group culture. But if trust among directors is not present when the board really needs it, the organization may be in trouble. Building trust on boards should not be left to happenstance. Directors are usually not together frequently or for a long enough periods to allow the group to quickly warm to each other. So, some purposeful or intentional work kindling board trust should be considered.

Why trust is important

Trust is important so that governance team members feel safe in asking "stupid" or possibly uncomfortable questions, questions that need to be asked. It is also important so that people can offer and receive feedback from one another. Trust makes it possible for listening that enables directors to have their minds changed or to change others. In the context of community diversity, a 2014 U.K study by Katharina Schmid, Ananthi Al Ramiah and Miles Hewstone of the University of Oxford, suggests there are three kinds of trust: in-group trust, out-group trust, and overall trust. ((Neighborhood Ethnic Diversity and Trust: The Role of Intergroup Contact and Perceived Threat, Psychological Science March 25, 2014 (3), pp 665-74. This British study is a response to Robert Putman's (of Bowling Alone fame) work that controversially suggests that diversity contributes to "turtling" or increasing isolation. For a summary of the UK study see here)) One would love to think that diversity, the opportunity for casual contact among people who are different, would boost trust. According to this research It does not, at least not directly. However, the study found that when one factored in actual day-to-day personal contact, trust could be enhanced. That is, when majority and minority members had the opportunity for conversations about their families, their hobbies or other non-professional topics. This deflated their sense that they were threatened, which boosted feelings of trust—trust of all kinds. The study's conclusion: diversity can lead to more trust, just indirectly. There have been lots written too on the kinds of trust and its importance on teams. Patrick Lencioni, in his best selling business book The Five Dysfunctions of Teams: A Leadership Fable((The Five Dysfunctions of Teams was published in 2002 by Jossey Bass. Lencioni has two other related books, Death By Meeting, 2004 and The Ideal Team Player, 2016)), talks about predictability-based trust and vulnerability- based trust. Predictability-based trust comes from observation, vulnerability-based trust from getting to know one another. He says that the latter is most important. Without trust board members are likely to see meetings as a necessary but unwelcome commitment, jump to conclusions about other directors and not take any communication risks.

When is trust needed?

Trust around the board table is important of course when a governance team is facing a tough choice where the consequences of an action, no action or the wrong action are significant for the organization. These are situations where "the data" is of little help and individual "gut instinct" could be dangerous. Trust is also important to have when any of the normal things that challenge boards are to be dealt with:

The evaluation of the executive director
Conducting and acting on a board self evaluation
The removal or disciplining of a board member
An allegation of illegal or inappropriate behaviour within the organization
The discovery of a failure by the executive director to follow direction (e.g. an established policy)

Trust around the board table is then not just important for the big, most obvious situations. So, what tools can boards use to kindle greater trust?

Take some time out

Intentional work by the board in building trust requires some time outs from the normal business agenda. Some boards employ meeting icebreakers or check-ins. They are useful in helping people park whatever else is on their minds and mentally enter the meeting. They can also help in getting to know one another.

What is the best thing that has happened to you this week
What is your most guilty pleasure?
If you had three famous people, dead or alive, to have dinner with, who would they be and why

The issue with check-ins is that they take a lot of agenda time and do not necessarily prepare people to listen. If you are going to use a check-in question of any kind put it on the agenda so that there time for directors to think about what they are going to say in advance of the meeting. Instead of making check-ins lengthen your board meeting, try putting less on the agenda. For example you probably do not need a financial report and executive director's report every month. A board calendar is a great tool for agenda planning.((A number of GoverningGood posts address meeting planning issues. One is Easy Board Home Improvements. In the Governance Guides section on this site several publications might also be of assistance. These include The Board's Governance Calendar, Ten Tips for Improving Your Meetings, and Governance and Financial Management))

Organizational Retreats

Organizational or board retreats are a great mechanism for trust building amongst board members and between board members and staff. They are especially effective when social time, such as meals are built into the time together. I was on the board of an environmental organization that had an annual full-day board, staff and volunteer retreat. Participation was, and is, on the board's calendar as an expectation of all directors. Frequently it involved bussing participants to an "out of town" community hall or farm. Even the bus trip involved some planned "getting to know one another" time.

Trust cultivating questions

If it's not the weather, there are lots of topics that help us keep social conversation light and friendly. We sometimes call it "small talk". For many this has developed into an art form. Going a bit deeper to get to know one another requires intentional work. A quick search of the internet will reveal lot of suggestions for questions that help to cultivate stronger, or at least less mysterious relationships. There are articles on the "best 55 questions" to the "best 200 questions". I do not like all the suggestions partly because some put people on the spot, are a bit invasive or could reflect gender stereotypes. They are not soul bearing questions or deeply personal. So here are some of my favourites, one best asked in the context of a shared conversation.

Where did you grow up?
What are the origins of your family (on either you mothers or fathers side)
Do you have children (or brothers and sisters)? Tell me more.
How big a family do you have? Where are they living?
Do you think you are more of an extrovert or introvert and why?
What is an ideal weekend look like for you?
Do you have any pets or animals in your life?
What are a couple of the activities that engage you outside of your work and our board responsibilities?
What do you do for fun?

Its pretty easy to do

The work of increasing trust around the board table, or at least the activities required to build some, is not difficult or likely to encounter resistance. The intent of such work, cultivating trust, probably needs to be transparent. All that is really required is a willingness to depart from the board's routine and be open to some experimentation. A couple of social interventions over the course of a year can make a difference. (Note: I have created a one-page "Getting To Know One Another" exercise based on the question ideas above. It is posted in the Governance Guides section. I hope it is of some value.) The value of some leadership on this front from the board chair is pretty obvious too; it is certainly not the executive director/CEO/s job.Board members themselves may well take up the trust building challenge by showing up early, lingering afterwards, or inviting one another out for a beer. Building trust is about us all being less "unknown or scary quantities" around the board table. If we are less scary we can both listen better and be more forceful. When we are all less scary our worries become our strengths, our passions a source of energy to the board.

****

The image for this post is a picture of a little sculpture I came upon on the pavement in the playground attached to our local community centre. The artist or artists are unknown.

Executive Evaluation Abridged

gmacdonald — Sat, 23 Feb 2019 21:09:06 +0000

The evaluation of the executive director or CEO is one of the most important responsibilities of a non-profit board. It is recommended that these occur annually. But a carefully considered and meaningful evaluation is a big undertaking for a group of volunteers. What if there was an attractive option to help take some of the pressure off?

This post is about the idea of an executive director self-evaluation as an interim mechanism for performance review.((A executive director self-evaluation is sometimes a piece of a multi-faceted or multi-source review. Here it is a stand alone one, albeit with some involvement of others)) A more condensed and reflective exercise can also be a tool for improving executive, if not so much organizational, performance. And, it can serve as a bridge between comprehensive executive director evaluations that could then be done every second year.

The evaluation reality

Despite widespread acceptance of the importance of executive director evaluations, the reality is that in many organizations they are not done, or where they are done they are hasty or superficial.

Boards often have no idea how to go about one and little or no basis for judging their ED's performance. Board meetings, even with good reporting from the ED, reveal very little. Ideally an executive director evaluation should strive to be a transparent process, should involve the ED in its design, include collecting of some independent information (certainly from staff) and result in improved organizational performance. It also should bring greater clarity to the group's leadership needs and expectations.

One might well worry too that without any executive director evaluation, and the trust it helps cultivate, every board meeting becomes a test of the person in the post. This does not make for a healthy board-ED relationship.

Executive evaluation is a big deal for a board, no doubt. There would be more of them if executive directors, the board's partner in governance, would show perseverance in asking for an evaluation. Success here might require them finding an evaluation tool they are OK with and putting it in front their board.((In terms of full evaluations, board and executive directors would do well to research and design even a modest multi-source "360°" evaluation. A useful article on this is Marissa Tirona and Michelle Gislason's 2011 piece The Good Bad and The Ugly of 360 Evaluations in Nonprofit Quarterly. Other ED evaluation resources include Executive Director Evaluation Survey Form from Blue Avocado and the Calgary-based Mutant Foundation's 2008 Workbook: The Hiring and Performance Appraisal of the Executive Director))

Perhaps incorporating an "easier" form of executive director into an organization's extended leadership calendar could make some space for other governance work.

Self-evaluation with help

An executive director or CEO self evaluation requires some questions, some time, and couple of people willing to sit down to review the responses.

Because it feels like it is more about helping than judging, an abridged evaluation can also contribute to a stronger board-executive director partnership.

Here are its three key features it should have:

A few, relatively open-ended, questions for the executive director's response, preferably hand written((Because ED self-evaluation is potentially more personal, hand-written responses should be encouraged. This 2013 piece by Helen Cross, A Writer's Ode to Pen and Paper provides some rationale ))
Questions that probe his/her leadership accomplishments and challenges as well as their partnership with the board
A meeting with the board chair and and one other person to review and discuss the responses and to make recommendations

This approach to evaluation has much in common with executive coaching. It can focus on both the personal and the organizational dimensions of leadership work.

Possible Questions

Here are the types of self-evaluation questions that I think would be central to such an approach:

What do you believe has been your most significant leadership achievements during the past year?
What have been the most significant leadership challenges for you during the past year?
What barriers exist to improving your effectiveness as the executive director?
What is your assessment of the balance you have achieved between a) managing the operations and b) securing our organization's future and/or improving its community impacts.
Are there any areas of responsibility where you believe your actions may not have been in alignment with the expectations of the board of directors? ((The credit for question 5 goes to Sample CEO Self Evaluation, developed in 2010 by the National Council of Nonprofits (U.S.A). There is not much else out there on the topic))(Alternatively, are there any areas where you have felt constrained from action because you are unsure about the board’s expectations)
What additional knowledge or skills would help you in your leadership role?
What are some of your leadership goals over the next year? Please list and indicate their priority
How might the Board assist you in your further development as executive director?

I would not favour a longer list of questions as this would inhibit the reflective potential of the process. The goal here is not so much about searching for answers as exploring the current leadership needs of the organization and how best to achieve them.

Other Considerations

There are a few other considerations that should go into a decision to add a ED self-evaluation to one's set of governance practices. Keep in mind that it will not fulfill many the board's oversight responsibilities. A full evaluation will probably satisfy more. However, in the context of a self evaluation consideration should be given to;

How long one's ED has been in their post and whether this is their first evaluation
The quality of governance policies that outline the board's expectations of their ED
The confidentiality of the details of the evaluation outcomes
The composition of the two person review team
How well the self evaluation links with past ED evaluations
The importance of knowing if one's organization is a healthy workplace for staff((Boards should always be alert to the health of their non-profit as a workplace, the staff environment. Canada's professional body, Chartered Professional Accountants of Canada has a great resource: 20 Questions NFP Directors Should Ask about Human Resources))
The impact of any dramatic changes in the organization's funding or public policy environment

I have created a tool using the questions above. It includes some notes on some of the above considerations. It is simply titled Executive Director Self-Evaluation. It can be found under "Governance Guides, Board Tools.

So, What Do You Think?

Does the idea of an abridged form of executive director evaluation have a place in your non-profit's governance practice? If not, why? If yes, what changes would you make to its design and implementation?

A Note on the Image

Canadian readers, at least those of the baby boom generation, will recognize Coles Notes® guides. Many high school and university students have relied on them in helping understand a topic. I remember buying them to help navigate a class studying several of Shakespeare's plays. The Coles product gave rise to an U.S. offshoot, Cliffs Notes®. The term "Coles Notes" has become an idiom here for a simplified version of almost any complex book, instruction, or narrative. The idea of an "abridged" form of executive evaluation however is less about simplifying an evaluation and more about coming at it from another direction as well as providing some relief from the pressure of undertaking a full evaluation every year.

Repurposed Meetings

gmacdonald — Wed, 24 Apr 2019 00:47:22 +0000

Non-profit board meetings seem to stick very close to the standard "business meeting" format. Are they only option for boards and executives to do their work together?

Maybe it is time to push back a little on our reliance on customary board meetings. There are other kinds of meetings that can, and should be, incorporated into the governance calendar. Repurposing some meetings offers hope to those wanting not only to be good stewards of their organization but to grapple with the larger issues facing their communities.

Meetings with a number of agenda items go with the territory of good governance. There are a number of ideas one can adopt to improve them.((Two frequently suggested improvements to traditional board meetings are the use of "consent agendas" and "performance dashboards" A good resource on the former is this 2016 piece by Jeremy Barlow from the Australian group Board Effect, What Is A Consent Agenda for a Board Meeting. Two good resources on the latter are an 2009 piece: A Nonprofit Dashboard and Signal Light for Boards by Jan Masaoka and Jeanne Bell, and Compass Point's List of Dashboard Indicators)) However, much of the work of boards is important but intrinsically undemanding and unsatisfying.((In Chapter 2 of their 2005 book Governance as Leadership, Reframing the Work of Nonprofit Boards, authors Richard Chait, William Ryan and Barbara Taylor, look at downside of the work boards do at business meetings.They call it fiduciary work. The authors also take aim (p.47) at board meeting agendas and argue that such routines deserve some interruption))

Learning and Decision Making

Nonprofit governance is greatly influenced by the idea that when board members and senior executives work together they should focus on solving problems and making decisions. Board knowledge and expertise, given how boards are often composed, enables them to peer into their organization, assess and improve upon its practices, help in fundraising and keep it out of trouble.

However, non-profits also need to create opportunities for their leadership to look outwards. They ought to have, and often crave, a sense of the broader terrain of their work and what the future may hold. This can include what are other players in the field are thinking, what organizations do complementary work and whether there are service gaps, and how can one help improve public policy? This list could be longer.

Business meetings fall short as a mechanism for broader learning.

Not Business Meetings

So, there can be board meetings, or governance meetings, that are not business meetings. By this I mean meetings, part of the annual meeting schedule, that have single themes or a particular focus. They are to explore matters that deserve more time. Far too often important bigger topics are squeezed into a normal board meeting and assigned a 30-45 minute slot on the agenda.

So, here is an idea:

if your board meets 10 times a year, set aside 2 or 3 of those meetings for special topics, not a mix of business and non-business items, and keep the other 6 as regular business meetings.((If your board meets quarterly consider one of the four meetings as a day-long gathering with special topic session in the morning)) That is plenty.

Hardly seems revolutionary does it? Yet, boards and executive directors believe that they are expected to stick to a meeting routine that always involves the review of financial matters, committee and staff reports. It is time to get out your board calendar and see what can be changed.((By governance or board calendar I mean an actual year-long plan of meeting dates, types of meeting and significant agenda items to be dealt with at each. There is a two-page resource The Board Governance Calendar on this site here.))

Strategic planning and board orientation

One might point to the most obvious topic for a focused board discussion: the strategic plan. Most groups do strategic planning as a stand-alone board or board-staff activity every few years. Some do this work in day-long retreats. This is a good approach so I am not suggesting that boards make strategic planning, a particular kind of process, a regular meeting discussion.((On the matter of strategic planning I would make a distinction between the work of planning which requires a special meeting and reporting on progress in reaching strategic goals which would be agenda items in a business meeting))

The second topic that might come to mind as special topic is "board education". Often this means orientation of new directors or a refresher for existing ones. Board orientation is a good special meeting topic but it is usually a session designed to clarify roles and help the board with its oversight work. It is important but it is internally focused.

I think it is time for boards and executive directors move beyond strategic planning and board orientation as their only special discussions.

Understanding the Bigger Picture

So what topics might a board insert into their meeting calendar that are important enough to push the necessary but regular business meetings aside?

One ought to start by asking the question: "What topics would we like to delve into"? So, ask people come to come to the next board meeting with some ideas. At the meeting brainstorm some topics and prioritize them. Pick one for a special topic for a regularly scheduled but business agenda-free meeting.

Here are some of my own topic ideas:

What are the five main emerging issues in our field and how might we respond to them?
Our public policy environment: what has not changed, what is changing and what needs to change?
Who are the other groups in our community who share our larger vision and what kinds of work are they doing?((Having some sense of the various players in one's field could involve a stakeholder analysis exercise. I will have a post on this topic soon but here are some ideas from the UK at Nonprofit Know How))
What social (economic, environmental, health, justice) issues in our community should be, or could be, within our purview of interest as an organization and why?
What will be our main organizational challenges over the next five years (staffing, funding, technology, staying mission focused)?

Guest Speakers and Facilitating the Discussion.

Inviting a guest speaker to help with a particular topic is often a great way to start the ball rolling on special meetings. Awhile ago I posted a piece on this exact topic. Ask your guest to come with some challenging questions. You might even consider extending to staff an invitation to the meeting.

Special topic discussions need some advance planning. Your board chair might be the perfect person to "manage" the meeting although it may be helpful if they donned their faciliator's hat. This can be little different that their usual role at the board table.((I would make a distinction between chairing and facilitation. Chairing usually involves helping a group accomplish its task most often where there is a multi-item agenda (task management) and decisions to be made. Facilitation tends to focus more on maintaining effective group interactions (relationship management) so that that everyone has an opportunity to contribute and to learn. Chairing is needed for the parts of a meeting that involve routine or housekeeping matters, information sharing and reports. Facilitation is most needed when the group is grappling with a complex issue or when feelings run high.))

The Sky Will Not Fall

The sky is not going to fall on your organization if you give the idea of fewer "business meetings" a chance. Indeed, it is more likely to fall if you do not make time for broader discussions.

I caution non-profits not to try to squeeze in a leftover or urgent business item into a special topic meeting. It will taint it. Bigger discussions require different kinds of thought processes. They need curious and even unordered minds.

There is a short-term benefit to disrupting the normal pattern of board business meetings, to repurpose some board-executive gatherings. They can help in cultivating more engaged board members. Boards so want an opportunity to discuss the larger work of their organization and the aspirations of their community.

~ A Note on the Image ~

Pictured above is an image of a boardroom table made out of "upcycled" doors. Upcycled means transforming unwanted products into higher value items. Most recycling is actually "downcycling." You might note that the walls of the room are made out of plastic water bottles. This table was built by TerraCycle an innovative recycling company that has become a global leader in recycling hard-to-recycle waste. My thanks to them for their permission to use the image.

Board Members as Ambassadors

gmacdonald — Fri, 18 Oct 2019 10:50:44 +0000

Your non-profit's board members diligently show up at monthly meetings. They are interested in the work of the organization and engaged in the issues around the board table. But do board members have a role outside of board meetings in building bridges to the wider community? If so what does this look like? Where there is talk of board members as "ambassadors" it typically focuses on board members utilizing their personal and professional networks for fundraising. This post explores the idea that individually and collectively board members have a different outreach role to play, one complimentary to that of staff. Indeed, there are important dimensions of board member power that often go untapped. So encouraging board members to see themselves as ambassadors, and act as ambassadors can be quite beneficial, I will also suggest that there are some "baby steps" board members can take to move from keeping their personal passion and board service a secret, which many do, to using it to quietly build a few external bridges to the community. I will also offer a tool to help boards get started on ambassadorship.

Leading with Intent

Board members show up primarily to lend their advice to the organization. Rightfully so. Their efforts are usually focused inward. According to BoardSource, a well-respected authority in the U.S.A on non-profit boards,

Board members are uniquely positioned to be successful advocates and ambassadors for their missions. As business leaders, community volunteers, philanthropists, and opinion leaders, they have the connections, the confidence, the respect needed to speak up on behalf of their organizations when policy decisions are being made that might affect the organization’s ability to achieve its mission.((BoardSource, Fundamental Topics of Nonprofit Board Service, Advocacy and Ambassadorship)),

According to BoardSource’s latest study Leading with Intent: 2017 National Index of Nonprofit Board Practices — only 52 percent of U.S organizations report that their board members are actively involved in advocating for their missions, and in many organizations board members do not advocate at all. The role of board members in public policy advocacy, the more activist dimension of leadership, is another level of ambassadorship. It will be a topic for a future post. But read on...

Networked Boards

Much has been written about networked non-profits and the value of organization to organization connections in addressing system-wide problems.((See Beth Kanter (2012) Becoming a Networked Nonprofit, and Jane Wei-Skillern and Sonia Marciano (2008), The Networked Nonprofit, both published in The Stanford Social Innovation Review)) There has been little written about board member networks, even within the same board. There is at one exception. Brent Never, a professor at the University of Missouri, has written about the importance of board member connections as a factor in fundraising.((See Never's 2013 piece, Boards As Bridges in the Nonprofit Quarterly and the earlier paper Brent Never, Erin Nemenoff, and Jim Doyle, The Use of Organizational Champions: Boards as Bridges to Resources -University of Missouri – Kansas City, 2011. Paper presented at ARNOVA, Toronto, November 2011)) Some organizations, depending on the nature of their work and their funding environment, need stronger external board networks than others. Brent has studied board member ties in a number of different kinds of organizations, the strength of the ties and whether the ties are cohesive (contacts who are known to each other) and redundant (ties to more than one board member). He depicts an "ideally networked" board like this: Never's research has shown that board member networks are often untapped even in the service of building community awareness of the important work of their organization. He too has found cases of organizations with board members who apparently have ignored their external contacts, who effectively govern in secret. In effect their connections in the community are kept separate from the work of the organization. They look more like this:

Creating bridges between board members and donors is topic best explored in conversations about fundraising.((Many non-profit boards, including those that oversee the provision of social services, play little or no role in fundraising. Where charitable donations, what many would associate with fundraising, play a big role, the work is often done by staff. A conversation about building board bridges to donors, especially if it is a new conversation for your non-profit, is probably one that requires the input of some expertise. Contact the Canadian Association of Fundraising Professionals (AFP) that has chapters in every province. The executive director of your local hospital foundation is likely a member)) It is not the focus here.

Using Contacts

Ambassadorship involves making use of your contacts. Joan Garry, a U.S. board consultant, has written about why board members seem so reluctant to identify whom they know. In a funny and poignant 2017 post entitled "A Fool Proof Way To Get Board Members to Open Their Rolodex" she suggests that the mere question of asking about who board members know causes them to "clam up". Seemingly they forget the names of their friends. Joan says that when board members are asked only to identify a few of their contacts they hear a more paralyzing kind of query. The question becomes, in my words, "who do you know that we can pester to give money or to volunteer". I would add that board members might also hear "we want you to reveal the people who share your beliefs about the importance of what we do". Garry, as part of her post, offers a board tool one can download to help board members think about their contacts. It stimulates one to start by considering ones different social and professional contexts. I am going to do the same below, but with a tool that is less about identifying donor prospects.

Is There a Risk?

The idea of board members as ambassadors may raise a concern for executive directors. "What will happen if my board members are talking to people in the community about us? What might they say?" Most boards make it clear, frequently in policy and/or board member agreements, that directors ought not speak "for" the organization. This role, especially where the news media is concerned is normally reserved for the executive director and/or the board chair. It surely makes sense for there to be clear policy on who speaks when the media calls or when there is a controversy or issue in the news. This is even more important today where board members are active on social media in other aspects of their lives.((The subject of social media and governance, including he need to establish boundaries for board members is well outlined in a 2019 Board Source publication Social Media and Governance: Using it to Advance Your Mission)) Unfortunately even a modest approach to ambassadorship is inhibited by the fact that boards seldom talk about their organization's mission or vision or, if they provide social services for example, the challenges their clients face. Talking about the important work of their organizations or the issues facing their community hardly seems risky. Is this really why non-profit governance is so often kept under wraps? I think not. The reason is that governance conversations seldom turn a board's gaze outward or suggest that board members should "get out more".((The notion that board members should "get out more", was first presented to me by Terrie Temkin, a U.S. board consultant. The idea is explored in this 2013 GoverningGood post)) The Power of Board Members Given the attention in today's media to "influencers" one might be forgiven for thinking that board members, unless they are well known leaders in the wider community, are without power away from the board table. I think this is mistaken. All board members can bring to every external encounter, the ability to leave a positive impression of themselves, the cause and the organization on whose board they sit. Board members, certainly those volunteering with the social sector organizations, tend to be regarded as:

Genuine
Altruistic
Public service minded
Reflective of the "average" person in their community

The concern that board members are not knowledgeable enough about what their organizations do to make themselves more visible is misplaced. Expertise is not the capital ambassadors bring to social gatherings or key stakeholder meetings. A board member's mere presence can be influential.

Greater Community Awareness

For the organization and its cause, spreading the word is community education and free publicity. If five board members each have a conversation with two friends or colleagues, and each of those 10 people talk to two others, word spreads. Also, If the five board members engage in a little listening as well as explaining then they may gather a little more community "intelligence" than they might otherwise of had. This can help directors in growing their own context for board leadership. Board ambassadorship may be more important to some organizations than others. I am thinking of non-profits that may tend to be somewhat invisible to many in the community. This might include:

Adult literacy programs
Agencies that supports persons with disabilities
Homeless shelters
Transition houses for women and children
Seniors services
Youth serving agencies
Addiction programs
Community centres
Local museums

The benefit of networking is not just cause related either. It can bolster a board member's own status even if that is not a motivating factor.((The personal and professional benefits of non-profit board service are well described in Alice Korngold's 2018 Board Leadership Study, a review of which is found here)) There is value too in raising the visibility and stature of volunteer board service.

Standing Up

It is generally assumed that board member's will "stand up for" their non-profit and its cause. Since their involvement is consistent with their worldview, one would assume that their board service finds it way into some of their conversations. For board members, what does is mean, standing up? Two things certainly:

Correcting others' misconceptions of the kind of work the organization does or the organization itself
Initiating a conversation about the work of the organization on whose board they sit, or else adding particulars of this experience to an existing conversation.

Standing up does not mean, "speaking for" the organization. It may mean, speaking "about" their organization and even more likely, speaking "about" the cause. Standing up can also mean, "standing up to". The Merriam Webster dictionary says this means. "to meet fairly and fully" or "to face boldly". As previously mentioned, a more forceful form of ambassadorship will be taken up in a future post on board members as advocates.

Getting Started on Ambassadorship

If you are interested in beginning to explore the outreach role of board members my Board Ambassador Exercise might get you started. I credit Joan Garry's piece, referred to above, for its inspiration. The exercise asks about a board member's online profile and who in their own networks they may have or could talk to with about the work of their non-profit. A page only, it is primarily a tool for personal reflection exercise. However, it includes a suggestion about how to use it to initiate a board discussion. One of the things I like about going down the board ambassador road is that not every board member has to be on the trip. If half your board members have had, or feel comfortable having, a mission-related conversation with one or more of their friends that's great. Most people like talking about important things. This includes board members. As caring humans we want to be connecting hearts and minds amongst family, friends and colleagues. Perhaps the Board Ambassador Exercise will generate both a needed conversation around the board table and a number smaller ones away from the table.

~ Note on the Image ~

The image chosen is of a portion of the Ambassador Bridge that connects Detroit, Michigan, U.S.A and Windsor, Ontario, Canada. This link is arguably one of the most important in the world, certainly from a commercial trade perspective. The bridge over the Detroit River is the busiest border crossing between the the two countries. Daily traffic is in the range of 10,000 trucks and 4,000 automobiles. It is a toll bridge and is privately owned by the Detroit International Bridge Co, which is controlled by billionaire Manuel Moroun. A $5.7 billion second bridge, the Gordie Howe International Bridge, proposed by the State of Michigan and the Government of Ontario, is now under construction. It has encountered both legal and political opposition, principally from owners of the Ambassador Bridge. The second bridge is expected to be completed in 2024.

A Ready-Made Staff Survey

gmacdonald — Tue, 03 Sep 2019 17:14:57 +0000

So, you have full confidence in the ability of your executive director and have a good HR policy in place. But, as a board how do you know for sure that staff is happy and being managed well? Isn't part of your governance responsibility to ensure your non-profit is a good workplace? And, isn't HR one of the key area of executive director performance evaluation? The answer is yes to both questions. What can non-profit boards do to help meet these two key responsibilities? Obviously one way is to ensure that the executive director provides key HR information to the board. More on this below. You may wince though at my second suggestion: it is a board initiated and managed staff survey.((A distinction is often made between a survey and a questionnaire. The term survey refer to the whole process of soliciting, gathering and making sense of the information. A questionnaire is really the instrument employed)) A staff survey, like the almost ready-made one I propose, is a useful tool in the context of an executive director (ED) evaluation. However, it is not so much an opportunity for staff to evaluate their ED as a chance for them to provide feedback on areas of workplace health that are the responsibility of ED. This may be a subtle distinction but it is an important one.

A little background

Quite a few years ago I developed a sample human resource management policy. It was, and still is, a one-page, high level aspirational policy listing the key things any board member would want to see present in a workplace they champion. It has evolved with feedback. You can find it here under sample policies. In a March 2019 post on the Board-Staff Relationship I wrote about how boards can demonstrate that they care about staff even if their primary relationship is with the executive director. A month earlier I wrote about Executive Evaluation, an abridged approach at least. These provide some context for the consideration of a staff survey as a governance tool. The board's oversight of HR management is a tricky area. ((Here are some sources which deal with this topic: Carla Moore's (2011) piece on Charity Village, The Four Pillars of HR Governance, the Canadian Professional Accountants (CPA) resource, 20 Questions Director of Not-for-Profit Organizations Should Know about Human Resources, and Board Source's 2017 piece by Lisa Brown Alexander and Sidney Abrams: The Board's Role in Human Resource Management)) The main worry is micro managing the ED. A staff survey can help avoid this.

Tread carefully

Boards should expect their ED's to report regularly on human resource matters. Likewise ED's should take it upon themselves to do the same, especially about staff departures, new hires, promotions and staff accomplishments.((Boards should expect their ED to provide an HR report, at least once a year. Heathy workplace indicators include staff turnover, staff evaluations completed and not completed, sick days taken, training and PD days, client complaints, and staff conflicts reported or formal grievances submitted)) However, when it come to staff surveys as an HR tool, don't open the door too widely. Lots has been written about companies employing staff engagement surveys and engaging consultants to design and administer them. Surveys can get away on a board. Stay focused, close to the modest recipe provided here.

Keep it short (20 or questions)
Employ a paper questionnaire not a online one
Make it a confidential survey not an anonymous survey
Consider consulting just a small sample of employees
Strive for good narrative results not numerical ones.

I will explore these features in a minute. Here are some other important reminders:

Boards can do it

The model that I propose, and the questionnaire template I provide, make it possible for boards themselves to undertake the survey and compile the results. It takes no special skills, just an agreement to do it, some focused attention and some tangible work.((Putting together a staff survey is a good job for a small focused board task group. Perhaps four meetings would be enough: 1-questions, 2-staff communications, 3-sample and questionnaire distribution; 4-compilation of the results)) If your non-profit has only two or three employees you may not want to survey them with a written instrument. Otherwise though, the results of a small written survey can provide some assurances to the board that things are OK, that signifies their interest in staff and provides them and the executive director some information.

When to survey and how often?

The best time to undertake an employee survey is when the executive director's performance is under review as part of the Board's regular exercise of their fiduciary responsibility. So, once every year or two. When should you NOT undertake a staff survey?

- When the organization is facing legal action about its HR practices such as a charge of improper employee dismissal or workplace harassment
- In the middle of collective bargaining with an employee union
- If the board's sole motive is to gather evidence against the executive director who they feel is not competent
- Where there is no comprehensive, board approved HR policy in place
- When the staff know little about their board and who is on it.

Involve your executive director

It is essential to involve your executive director if your board has any thoughts about contacting staff. Most EDs would welcome some objective feedback, especially if their board is going to do the work of getting it. You need the ED's involvement too, certainly in reviewing the questions, but also in providing a list of staff, their positions, length of service and their contact information.

Frame the survey

If a questionnaire is about to arrive in staff mail boxes, it should not come as a surprise. All staff should get a note indicating:

Who is undertaking the survey
Its purpose
Who the questionnaires are to be returned to and by what means
That it is being conducted with the ED's knowledge
Not everyone will get one, if that is the case, and why
When it is that board would like them completed and returned
That they can be done during work time
That the questionnaire responses will be kept confidential
That the questionnaires will be shredded once the results are compiled

I have provided a draft letter to staff that covers most of these points. It might be helpful in crafting your own. You can find it here.

Southwest Harbour Staff Survey Memo (PDF)
Southwest Harbour Staff Survey Memo (MS Word))

The survey itself

The model I propose is not about generating numerical HR performance data. It is about providing staff with an opportunity to reflect on their workplace. That is why using a small number of questions and space for written responses, not "check boxes" and scaled responses, is important.

Survey everyone or just a sample?

If your non-profit has fewer than 20 employees, you can certainly survey everyone. The more employees you include, especially when it comes time to summarize the results, the bigger the project is. If you have more than 25 staff members, I would suggest a sample survey, in other words, a select few. Ten to fifteen written responses is plenty to get a read on the health of your workplace environment. Does it have to be a representative sample? Yes, of course it does, but there is no need to be perfect here. Pay attention to:

Supervisory staff
Front line
New employees
Long standing employees
Gender
Race
Age

Obviously some employees will fall into more than one category. If you have 10 women on staff and 5 men, then of 15 surveys, 10, or maybe 9, should be completed by women staff.

A paper questionnaire

There is a great advantage in using a paper questionnaire. Hand-written responses are better at encouraging reflection. I would urge boards to stay away from conducting an online survey, that is, one where the responses are received and compiled electronically. Of course, employees should be have the option of using their computer to write on and return the questionnaire via e-mail. Many boards and EDs will balk at a paper survey as old fashioned or not environmentally responsible. There will surely be someone who knows how to turn a paper survey into a electronic one and will want to do it. Resist. I believe that every added complication will result in a board abandoned the project. If a board or a board committee is going to spend time of the survey, spend it on identifying the sample and fine-tuning the questions.

Confidentiality, anonymity and trust

I would make the case that a board initiated HR survey be confidential not anonymous. Staff members need to own their responses and the board needs to know who has and has not responded. It is up to the board and ED together to figure out how to present and collect the survey responses in a manner that has the confidence of staff members. Certainly the completed questionnaires should not be returned to the ED or left on ones desk top for others to see. Some comments received may need to be altered to protect the person responding.

Asking good questions

The project discussed here is not about survey research. Questionnaire design is both an art and a science. I would urge boards not to wade into this territory just to conduct a simple workplace survey. My sample questionnaire, a template, is here. The questions are straightforward and hopefully unambiguous. It does not offer many answer choices. The comment spaces are designed to make up for that limitation. For me they are key.

Southwest Harbour Staff Questionnaire (PDF)
Southwest Harbour Staff Questionnaire (MS Word)

Most boards will want to vary the questions somewhat. The template makes it easy to do so. But again be careful. Do not stray from what you have explicitly asked of your ED or what HR or workplace environment goals he/she has explicitly committed to. In constructing a questionnaire it is always recommended that one start with listing what one wants to know and then move to what the questions might be. There is much written about writing clear questions and about what answer choices to offer (e.g. nominal or ordinal scales). Despite my worry that this simple survey could spiral into a much larger undertaking, there are some useful guides. ((A 20-year old resource Questionnaire Design: Asking Questions with a Purpose, by Ellen Taylor-Powell of the Extension Department of the University of Wisconsin is better than most. I could not find a Canadian resource but here are two others: Survey 101 is from Survey Monkey and here is a Survey Design Tip sheet from the Harvard University Program on Survey Research.)) This being said, depending on the organization and its circumstances, there may be other HR questions than the ones I have suggested in my example. I have included two questions on workplace harassment which deserve board attention. If your non-profit is a clinic or a nursing home for example, access to occupational health and safety information or awareness of the health and safety risks could be important to ask.

Boards can do it

I will say it again: your board can do this! The model I propose, and the questionnaire template I provide, makes it possible for boards to get a sense of their non-profit as a workplace, to demonstrate that they are interested in the welfare of staff, and generate some useful feedback. It takes no special skills and not a lot of time. Do not make it more complicated than it needs to be. Take pride in the outcome achieved.

Note on the image

The image is of the words "Are You Happy" spelled out in alphabet soup. I was not able to find the original source the photo. So, I guess it is borrowed for this post. Thanks. There are lots of different versions of this image such as ones that say "help", "save me", "great job" and "great dad".

Your "About Us" Page

gmacdonald — Tue, 03 Dec 2019 15:03:47 +0000

Today, most non-profit organizations, even small ones, have their own websites. They are an essential vehicle for information sharing and storytelling in the community, as well as for fundraising. Non-profit websites generally include an “about us” page or element. This is an often visited part of your organization's site, especially by individual donors, institutional funders, and of course, by people interested in the services you provide. One's online profile is really important in creating and maintaining the trust of your stakeholders. What do you say about yourself as an organization? Although some non-profits have chosen to rely on Facebook, a social media vehicle, websites probably matter more in terms of organizational legitimacy.((There is much for a non-profit to consider in deciding whether to invest more in a website or rely on social media. Many smaller organizations that have opted for Facebook because it is free and easy. Facebook may be a better online vehicle for some kinds non-profits, childcare centres for example, whose goal is to interact with their client families. Most non-profits, in Canada certainly, do not have a social media strategy, which in terms of Facebook use is important. Check out early reporting on the 2019 Global Tech Report. Facebook has certainly cultivated the sector with appeals to the value of their products (Group, Page and Stories) for marketing and fundraising. For further reading see: Facebook vs Website: Which Is more Effective; and Face-off: Website vs Social Media Profile or Page, and Why Your Nonprofit Website Matters More than Your Facebook Page)) In the last few years many non-profits have had to invest in the redesign of their websites to make them compatible with mobile devices. And, the use of images on websites has become a standard design feature. Content, is however, still very important. This post offers some suggestions on the structure and content of a "About Us" or "Who We Are" part of one's non-profit website. "About us" is a key part of a non-profit's community accountability and transparency. I am not a website designer or web analytics specialist. I have spent a lot of hours online keeping track of organizational leadership changes in the non-profit sector in Nova Scotia. I regularly visit a great variety of organizational websites. Our non-profits are pretty much like those elsewhere. At the end I will offer some examples. In addition to my experience, for this post I investigated website good practice ideas offered by some others.((My sources include: Amy Jacobus, How To Make Your Nonprofit’s About Us Page Awesome, Wild Apricot-Blog, February 27, 2018; It’s All About Us in The Nonprofit Times (USA), October 15, 2015; Miun Gleeson, How to Write an About Us Page for Your Nonprofit, Wired Impact, June 29, 2016; and Kelly Jarrett, Top ten elements of a non-profit website, Tech Soup Canada, June 2012)) My suggested "About Us" or "Who We Are" menu, a second level one as organizational websites go, is as follows:

Our mission
Our organization
Our team
Our board
Our funding
Contact Us

Almost everything written about non-profit websites stresses the importance of the "landing page", the first thing visitors see and read when they click on your site. The second most important element, if your organization depends on fundraising, is "How To Help". There is lots of available design advice on landing pages and making a website a convenient vehicle for accepting donations. Landing pages often involve an element of self-description, some of which will overlap with the "About Us element. And, the "About Us" piece is critical to one's online fundraising efforts, even if most of the work involves personal approaches.

Our Mission

It is very important to give some prominence on your website to describing your mission, purpose, cause or goals. Each of these could have their own subheading. Keep these statements brief but there is no need to limit them to 20 words or so as some sources suggest. Organizations often have both vision and mission statements although there does not seems to be common understanding of the difference.((The difference between organizational vision and mission, is that one's "vision" is statement about the kind of community you and similar organizations are working towards and "mission" is about your organization's particular piece or role in achieving it. For more on mission and vision see this 2013 piece from the New Hampshire Center for Nonprofits. I also have a guide on Vision, Mission and Values that includes a work sheet ))If you have both, they could be in the under a shared heading like " Our Vision and Mission" I am also great believer in having a set of well-considered organizational values. They tend to be stronger as statements rather than a list of words. If you consider them more as a guide to internal decision-making perhaps they do not need to be shared. Whether they need to be on your website is up to you.

Our Organization

I often see the terms " community organization" or "community-based organization" used. This may sound good but it may not be clear what this really means. It may be fine as a basic message although a simple statement about what your organization does, its primary areas of action may be better that describing the type of organization you are. I strongly favour a phrase something like: "we are a volunteer-led, non-profit organization" or "we are a community organization incorporated as a non-profit."((There is little agreement in Canada on sector terminology. There has been grumbling on and off for at least 30 years with some terms going out of favour, like "voluntary sector," and others, like the "social sector" coming into favour. The term "nonprofit" is widely accepted in the U.S.A. In Canada one sees "non-profit' (with the hyphen) or "not-for-profit". The use of terms like "social enterprises" and "social propose organizations" as organization types also adds to the confusion)) One could add, in this Province, "we are incorporated under the Nova Scotia Societies Act and our society registration number is 000245678". If your non-profit is also a registered charity include this fact as well and perhaps add your charitable registration number. In Canada the term registered charity means your organization operates under criteria established by the Federal government, specifically the Canada Revenue Agency. If your organization is a charity it is also a provincially or nationally incorporated non-profit. You could also consider here, or below under funding, a brief statement of your organization's funding or business model, at least something simple such as: our work is funded through a combination of donations, client fees, government grants and service contracts.((For an excellent piece on crafting a business model statement see Jan Masaoka, Nonprofit Business Model Statements, Blue Avocado: Nonprofits Helping Nonprofits, March 13, 2010.)) If your organization operates, in part at least, as a social enterprise, say so and explain what this means. This page could also include information on your major funders, a thank you perhaps, especially if they are not mentioned elsewhere on your website.

Our Staff Team

One should certainly consider providing some information on your staff team. This offers a glimpse into one's organization's structure and, in terms of job titles, the type of work and skills sets involved. The name of the executive director should always be included. Some organizations go so far as to include names and photos of all staff (if you are small organization) or at least key departmental or program/area managers. Brief bios can add a lot.((Here is an 2013 article on the U.S. site Nonprofit Hub, by Marc Koneig: 7 Steps to Compelling Staff Bios on your Nonprofit Website ))

Our Board of Directors

Given my governance interests I am disappointed that a surprising number of non-profits are mum on the fact that they have a board. One of the defining features of being a non-profit organization is that it is governed by a volunteer board of directors. A list of the board members is important not only for increased transparency, it can also help a little with board recruitment. Consider including the board members' positions. Listing the executive director as an ex officio and non-voting board member is also good. I applaud those organizations that mirror their "staff team" description with a short bio on each board member and even a photo. A sentence or two on how one is selected to serve on the board and who to contact if you are interested in applying is also a good idea.((Here is a possible board statement: Our board members are recruited from the local community (or from our membership) based on their interest in what we do and their range of perspectives and skills. They are elected and serve for a minimum of two years. If you are interested in knowing more please contact us.)) How We Are Funded

I think it is important to describe somewhere how your non-profit is funded and how it spends it money. If you have a separate "Donate" section on your website, the same, or somewhat more detailed financial information, could go there.

One need not go into great detail in describing how you are funded. Two or three sentences about your three or four major sources of funding and one or two sentence breakdown of your main expense categories can be sufficient. For most non-profits salaries will be a major expense category. Consider describing expenses more by function or program area than by line item.

In terms of revenues, one should avoid general categories like "government grants". Consider identifying both the source of the grant (provincial, federal, municipal), the departments or funding programs involved, the perhaps even their category (e.g. project grant, subsidized spaces, program delivery).

You might want to consider the use of a couple of simple pie charts depicting your revenue and expense categories by type and percentage. Keep the number of categories to between 4 and 8. For most organizations where the pattern of revenues and expenditures changes little, pie charts of rough percentages will do you for awhile.((It is recommended that expenses not be described in traditional program and administration categories. One option is: program specific expenses, shared program expenses, mission support expenses (finance, HR, training, board) and mission support (fundraising) See Curtis Klotz (2019), A Graphic Revisioning of Non-profit Overhead in The Nonprofit Quarterly))

Some organizations post, as PDF documents, a year or two of annual reports. This can be a good idea. People will not likely read them but seeing them there says volumes about how seriously you take good management and accountability. Keep in mind, providing PDF financial reports may not be a great strategy for people accessing your site from mobile devices.

Contact Us

Some organizations choose to put their “Contact Us” element under “About Us”, others make it a stand-alone website element. Here or as a stand-alone piece is up to you. Website designers often suggest that your website have an online form to enable members of the community to send a query. Usually these contact forms, like the one this website, provide an automated "thank you", sometimes as a separate e-mail to the person sending the message saying the organization will respond promptly.((Here is a useful 2017 pierce from the UK on the "Dos and Don'ts of Contact Form Web Design)) It is essential that the messages sent to your organization are responded to promptly and personally by someone on your staff even it a full response needs more time. An alternative to the automated form is a general contact e-mail address, or if interaction with your community is important, a set of addresses depending on the nature of the question.

Some Website Examples

I have selected a few website examples from Nova Scotia non-profits. Take a look.

All of the above follow my "about us "model in spirit. If you have other good Canadian examples, including your own non-profit, please send them along with any questions you might have or suggestions you would offer on this topic. Please use the comment feature below. Thanks!

Law 102 for Boards

gmacdonald — Tue, 09 Jun 2020 23:14:25 +0000

A while ago I came across a U.S article on the importance of non-profit organizations paying attention to how the law distinguishes between employees and contractors. Here was a topic that seemed timely given all the discussion of new types of work places. I wondered then if there was a Canadian piece on this topic and whether the laws here were similar? Fast forward. There is and they are. But this inquiry led me to explore several other areas of law that need to be followed by non-profits. The laws affecting organizations are important enough that volunteer boards need to know what key rules affect their non-profit's conduct. However, boards may not need to know all the details. Read on. I decided that I would look at four key areas, all in the area of employment law.

Employees and contractors
Employment standards
Human rights
Occupational health and safety

For U.S. followers of my blog I should point out that the laws in our two countries are quite similar. So this post should be useful to you too. A companion post, Law 101 for Boards highlights two other areas of organizational law: the duty to collect and submit employee payroll deductions and the importance of keeping bylaws and incorporation and charity registrations current. Law 101 also touches on the matter of insurance. It connects with the law, especially the ones listed above. I am not offering advice on these areas of law as much as informing boards what laws to pay attention to and where they can get more information. I will suggest that boards need to know a little about each of these areas of law. Executive directors or CEOs, on the other hand, have to know a lot more. Guides to the organizational requirements in each of these areas of law are easy to find and to understand. It would also seem appropriate here to address the related question of whether a non-profit should have a lawyer on its board? The answer below may surprise you.

Some Basics

More than a decade ago I sketched out a board's basic legal responsibilities in a 2-page governance guide. The publication's title, not original by any means, is The Legal Responsibilities of Boards. Their overarching legal responsibilities have not really changed. These are:

The duty of diligence: this is the duty to act reasonably, prudently, in good faith and with a view to the best interests of the organization and its members;
The duty of loyalty: this is the duty to place the interests of the organization first, and to not use one’s position as a director to further private interests;
The duty of obedience: this is the duty to act within the scope of the governing policies of the organization and within the scope of other laws, rules and regulations that apply to the organization.

The focus in this post and Law 101 is mostly on number 3, the duty of obedience. Of course, number 1, the duty of diligence, also applies. So lets take a look. 1. Employees and Contractors Given the changing nature of today's workplaces the distinction between employees and contractors is an important one. There is lots written on it.((The impetus for this whole post was Mike Bishop's January 14, 2020 piece on the U.S. site Blue Avocado, one of my favourite sources. It is here. There is 2016 piece there also called Ask Rita: Can I Just Hire an Independent Contractor by Siobhan Kelly)) Do you have a person working for you who you consider "self employed" or on "contact". By this I mean a person you pay wages or a salary to but do not deduct income taxes or CPP (Canada Pension Plan) contributions from their pay cheque? The law has much to say on this. The difference between an employee and a contractor is not on a continuum. Non-profits cannot move easily in and out of two these employment categories just because a staff person requests it or the board or executive director think "why not"? So, under what circumstances might a board and/or an executive director want to look closely at this issue? The include:

The organization has only one staff person and wants to avoid having to deal with setting up a payroll system((A good article on what to consider when you have only one person working for you is this 2015 Charity Village piece the "Solo Employee: How To Succeed When Your Nonprofit Staff Is Just You. by Susan Fish here))
A staff person works from home or remotely from the "office"
A staff person is part-time
A staff person is working on a specific project
A staff person has their own business
A staff person considers themselves to be "self employed"

This difference in employment status also has nothing to do with whether the work done is funded by short-term or long-term contracts versus ongoing funding. Indeed, the work of many nonprofit staff members is supported by specific funding arrangements. In other words, a contract staff person is a not defined as a person supported by a grant or hired to do a specific piece of work. The key legal distinction between an employee and a contractor, or self-employed person, working for you has to do with how much control your non-profit has over the hours work and the way the work is conducted. The rules distinguishing an employee from a contractor are pretty clear. Check out these Canadian links:

The Canada Revenue Agency lays them out here
The Canada Revenue Agency publication: Employee or Self-Employed
Susan Ward, Independent Contractor vs Employee: Which Are You?, November, 2019
Paul Sharpe, Do You Hire an Employee or a Contractor?, May 2018,

In 2020, If you employ a few people and are of the view that formal workplace relations are in flux, be careful. An executive director/CEO should know the rules. A board just needs to ask.

2. Employment Standards

Probably no single area of law comes more regularly into play for non-profit employers than "labour standards". These are the main areas of law that covers basic employment matters. In Canada these laws are normally set by Provincial governments. They set standards that regulate:

Minimum wages
Deductions
Overtime
Vacation pay
Time off and leaves
Ending employment (dismissal, notice, etc)
Employment records
Hiring of foreign workers

These are all areas than an executive director must know. The good news is that it is easy to find out the key elements of the standards and have the particulars close at hand. For most non-profits it is their provincial standards that apply and the standards from province-to-province differ somewhat but not dramatically. From East to West here is a sampling of labour standards guides:

All 10 Canadian provinces and the NWT have published guides. Some also offer videos, self- assessment tools. Every executive director should have their provincial (or territorial) employment standards guide on their bookshelf or bookmarked online. This is especially because these standards are frequently updated. There is no acceptable reason, unless the person is new to the job, that an executive director should not have a good understanding of the employment standards that apply to his/her non-profit. Boards should not assume the ED does know them, regardless of the ED's experience. They should ask.

3. Human Rights

Most provinces and territories have their own human rights commissions and most commissions offer publications and/or training to employers on their responsibilities under these laws. Many websites offer sample policies.

Although some Canadian non-profits are incorporated federally rather than provincially, the job of the Canadian Human Rights Commission is to oversee federal government agencies or organizations regulated federally. Therefore, while the Commission would not likely have jurisdiction over most non-profits, its human rights interests and organizational resources mirror those of most provincial bodies, An executive director should have a good understanding of the human rights standards that apply to his/her non-profit. Again, boards should not assume this understanding is present, regardless of the ED's experience. They have the power to make it so.

4. Occupational Health and Safety (OHS)

While non-profit sector organizations have long paid attention to client safety, employee and volunteer safety is new territory for many. The law with respect to workplace, employee and volunteer safety is less clear in its application to non-profits. This is partly because work in the sector is so varied. OHS resources aimed at non-profits therefore are few and far between. Canada is well behind other counties on this score. However, there are published guides and there are safety associations specific to certain industries, especially in the health care field. In the last decade, occupational health and safety laws and regulations have been changing to incorporate health issues broader than physical hazards. Psychosocial hazards (e.g. bullying and harassment) are getting more attention. One can add cannabis in the workplace, PTSD and other mental health challenges that employers must be prepared to deal with. When it comes to OHS education and workplace practices non-profits, like other employers, face the additional challenges of educating young workers and new immigrant workers in their employ. Non-profits operating in the long term care, home care and disability support sectors face some of the most significant many workplace hazards, not the least of which, as of the writing of this post, is the global Covid 19 pandemic. Here is a small sample of Canadian OHS organizations all of which offer information for employers:

Canadian Centre for Occupational Health and Safety (a good introduction)
AWARE NS -Nova Scotia Health and Community Services Safety Association
Public Services Heath and Safety Association (Ontario)
ActSafe Safety Association (B.C.) (Arts and entertainment workers)

All non-profits that employ people should have human resource or personal polices that address health and safety concerns. Certainly processes for reporting harassment and dealing promptly with workplace conflict should be included. And, such policies should be known to all employees. A board will want to inquire on this front too.

Board or Executive Director Knowledge

If a volunteer board was a never changing group and worked many more hours than they do it might be reasonable for this group to know the details of the laws that apply to their organization. This is not the case. The onus on knowing the law sufficient to prevent one's organization from getting into trouble falls mainly on the chief executive. This being said, there there needs to be evidence that one's board has, and is, paying attention. Indeed, knowing the principles and practices that organizational law reflects can enable boards and executives to aspire to create remarkably good organizations, not just tick off the box that says "we are good here".

A Lawyer on the Board

It is conventional wisdom that all non-profits should have a lawyer on their board. I suspect that the reasoning is that people see governance as a complicated and legalistic endeavour. Possibly it is believed that having a lawyer around the board table will help keep the organization out of trouble. Neither of these assumptions is accurate. I am not the first to point this out. Here is a good piece, Navigating Not-For-Profits by Len Polsky of The Law Society of Alberta. ((On the subject of having a lawyer on the board one can look at other articles. Some of the issues are well outlined in this blog piece by Jess Birken, a U.S. lawyer. Then there a 2008 piece by Mark Goldstein Reasons to Have - and Not to Have an Attorney on the Board in the U.S publication Blue Avocado. The Law Society of Alberta piece in the text has no date)) A non-profit may at times need access to a lawyer for legal advice but probably that person should not be the lawyer on the board. The organization on whose board a lawyer sits is not the lawyer's client. Established non-profits should probably have a designated lawyer, a name of a person who they know and who has perhaps done some work for them in the past. I have tried to make the case above that non-profits, their executive directors and their boards, do have ready access to information on the law. There are lots of good reasons to have a lawyer on the board. They are well educated, like dealing with facts and are vocationally conscientious. In smaller communities they can be well connected too. If a lawyer is passionate about one's cause, he/she is probably a good board candidate. However, boards would do well to keep the following in mind:

Lawyers come in many kinds not all of which have knowledge relevant to one's organization,
Lawyers are not beyond giving poor advice, especially where their expertise lies elsewhere.
Other board members will defer to the opinion of a lawyers (smartest person in the room syndrome)
Lawyers have a tendency to be conservative when the organization needs to take a risk
The presence of lawyers can result in the over legalization of many issues.

Keeping Out of Trouble

If your board wants to ensure that the organization is operating within the law it should consider being explicit about what laws must be followed and who's job it is to know what the law says.

Policies and Executive Director/CEO Job Description

I believe the first priority in keeping out of trouble is to specify the organization's key legal responsibilities in policy. For most non-profits, given the four legal issues raised here, the one area where it should look at is at human resources or personnel policy. I would argue that the executive director's (CEO's) job description is also a policy since it too is subject to Board approval. So here is another document where the areas of compliance should be listed. The organization's HR policy is though a more important place because it is, or certainly ought to be, widely shared within the organization. These two polices need not contain the specifics of the law but should name the acts or codes in one's jurisdiction. It is not enough to say merely that the organization "will adhere to the laws and regulations that apply to it." If one's policies currently do not address specific compliance concerns they can easily be amended, or a stand-alone compliance policy created. Here is are some text to add to your personnel or HR policy: The executive director is responsible for insuring that the organization abides by all relevant laws and regulations and in particular that

At a minimum, the requirements of the Nova Scotia Labour Standards Code, Human Rights and Occupational Health and Safety Acts are followed
In hiring the legal distinction between employees and contactors will respected

Board Orientation

The Board orientation process is obviously another place to alert new directors to the key areas of legal responsibility. You might give compliance matters 15 minutes on the orientation agenda. Clearly the list of compliance responsibilities include:

Incorporation renewal
Bylaw Update
Charity renewal
CRA remittances
Labour Standards
Human Rights
Occupational Health and Safety

Some organizations will have other compliance requirements to add to such a list. Non-profit nursing homes and licensed childcare centres are probably two.

Executive Director/CEO Hiring and Evaluation

The third vehicle in assuring legal compliance is in Executive Director/CEO hiring and evaluation. A simple question in each assessment might be: what can you tell us about what is covered in the (example) Labour Standards Code? In the case where the person does not know, there is action to be taken and followed up on by the board.

So, How about some comments, eh?

I believe this post will help nonprofit boards see that their organizations' legal responsibilities are neither mysterious or all-consuming. Indeed, understanding the law affords nonprofits an opportunity to build stronger and more resilient workplaces. I really hope I get comments on this post. I will be both surprised and disappointed if no one offers up clarifications and additional perspectives to what is a much larger topic. I will certainly solicit some feedback. I am also more than willing to edit the original post to correct something. If this topic interests you I hope you will come back and check.

+++ Note on the Image +++

The photo is a turn of the century (19th century) shot of the Liverpool Court House, in South Western Nova Scotia. It is note worthy as an excellent example of Greek Revival temple-style architecture and for its continuous use as a courthouse since its construction in 1854. Court house designs influenced by this movement were often called Temples of Justice, reflecting the fashionable interest in ancient Greece, the birthplace of modern democracy. The building is wooden but the façades have been covered with stucco and scored to resemble cut stones, a technique that is very rare in Nova Scotia. In 1984 the this Court House was the location of the trial and acquittal of Jane Stafford for the killing of her husband. The case set the precedent for citing spousal abuse as a defense and was the subject of the widely read book “Life With Billy” and subsequent movie. Here is an image of a portion of the Courthouse interior today. For a longer description see of this landmark see Canada's Historic Places, and visit the Queens County Museum in Nova Scotia in person or online.

Law 101 for Boards

gmacdonald — Tue, 09 Jun 2020 23:12:24 +0000

I am sure that most non-profit leaders are aware that certain laws that need to be followed by their organization. But if asked, could a typical director name them, let alone describe what matters the laws cover? Possibly not. Can a board member easily become familiar with his/her organization's legal responsibilities? Yes. The Court House in Liverpool, Nova Scotia (above) was built in 1854. It is one of many in a "temples of justice" architectural movement. A much older image of the same building introduces a related post, Law 102 for Boards. More on the court house's interesting history in the companion piece. Here I will briefly outline three areas of law affecting non-profit organizations. I am not a lawyer and am not offering advice on the law. My goal is to point out the legal responsibilities that need the board's attention. I will however offer some advice on how, via policy direction and board agenda planning, legal compliance can easily be built into the work of governance without it taking over. The first area of law, for non-profits that employ staff, is their legal duty to collect and submit payroll deductions to the Federal government. This one seems to get a lot of attention but perhaps not always in the most effective manner. The second area is the need to keep one's incorporation registration, bylaws and charitable status up-to-date. The third has to do with protection of staff, directors and other volunteers. On this I will just say a little about insurance, not strictly a legal subject and also one that I am no expert on. The bigger issues around protecting people will be taken up more explicitly in Law 102. I am pretty sure that the legal landscape for non-profits is similar in the U.S.A and Canada. I will focus however north of the 49th parallel in North America,

Basic Legal Responsibilities

More than a decade ago I sketched out a board's basic legal responsibilities in a 2-page governance guide. I have updated the publication, The Legal Responsibilities of Boards. The overarching legal responsibilites have not really changed. These are:

The duty of diligence: this is the duty to act reasonably, prudently, in good faith and with a view to the best interests of the organization and its members;
The duty of loyalty: this is the duty to place the interests of the organization first, and to not use one’s position as a director to further private interests;
The duty of obedience: this is the duty to act within the scope of the governing policies of the organization and within the scope of other laws, rules and regulations that apply to the organization.

This post, and Law 102, focuses mostly on the third.

Legal Education Resources

There are very few publications on the broader topic of non-profit law suitable for board education. Two I know of are voluminous (60+ pages) and outline a variety of legal matters including incorporation, charitable status, governance structure and operations. ((The US based Board Source recently issued the third edition of its Legal Responsibilities of Nonprofit Boards (2019, 78 pages) One, A Guide to The Law for Nonprofit Organizations in Atlantic Canada, (77 pages plus appendices) was published in 2004 by the Legal Information Society of Nova Scotia. This publication is not currently on the LISNS website but on its sister organization's site, the Community Legal Information Association of P.E.I. )) A more focused approach on a few key legal risk areas could be more helpful. So, let me turn to three basic elements under the board's duty of obedience. Others, including employment standards, occupational health and safety and human rights will be taken up in the next post.

1. Payroll Deductions

Most boards in Canada seem to know that their organization can get in trouble if employee payroll deductions are submitted late, or not at all, to the Canada Revenue Agency (CRA). The deductions, money deemed to be held in trust for the Government, include amounts for income tax, Canada Pension Plan (CPP) and Employment Insurance (EI). In addition there are the employer's own CPP and EI contributions. Boards may not know that, if they discover that their organization has failed to submit payroll deductions, and move to rectify the situation individual directors will not be held personally responsible. Here is the CRA's 2017 statement. The CRA's also has a detailed policy on Directors Liability. How should boards pay attention to this important requirement? I will take that up below.

2. Incorporation and Charitable Registration & Bylaws

Most boards also know that they are responsible for keeping their incorporation and charitable registrations up-to-date. This usually means yearly filings with one's Provincial government and the CRA. ((For recognized charities in Canada the CRA requires the filing of a T3030 Information return annually. See this information from Blumberg Segal LLP, a highly respected charity law firm)). There is no upside to defaulting on ones incorporation registration or losing one's charitable status. All the hard work of creating and building your organization, not to mention its reputation, is put in jeopardy. ((There is lots of information how the CRA will revoke ones charitable status. See this 2011 piece by Mark Blumberg,Ten Reasons Your Canadian Charity Should File ItsT3010 on Time )) Operating outside of their by-laws, a matter on which many non-profits procrastinate for years if not decades, can also get them into trouble. I do not know if, in any jurisdiction, one' s compliance with bylaws is policed. I suspect not. However, if anyone has a complaint about your organization, an investigation may uncover that you are not complying with your own rules. The result might be that your reputation, if not some of your funding, could be put at risk, This is not a call for boards to be amending their bylaws continuously.((Non-profits should know their bylaws and pay special attention to the articles defining membership, notices of meetings, meeting quorums, and structure of the board)) A formal review is a good idea every other year and if a number of changes are indicated amendments brought to an AGM. Remember, the organization can either change its practices to comply with the bylaws or amend the bylaws to reflect their desired practices.

3. The protection of staff, directors, volunteers and assets

Boards should know that directors of a corporation, including a non-profit corporation, are not personally responsible for the organization's debts, payroll deductions to the Federal government possibly excepted. The Societies Act in Nova Scotia certainly makes this clear and I am sure this is the case in other jurisdictions. After all this is one of the main purposes of incorporation. Operating with insurance is not a legal obligation but it is certainly a prudent one. There are two main kinds of insurance: Insurance to cover loss (fire, theft, and other damage) and insurance to cover liabilities in the event of a lawsuit.((Although the linked resources are old. Imagine Canada's Sector Source page on Insurance is quite useful.)) Insurance to cover loss has to do with protecting organizational assets like buildings, computers, and records. If a non-profit owns a vehicle they would have auto insurance which typically covers both loss and liability. Most organizations, except the some very small ones perhaps, will have some general insurance covering both loss and liability. Most boards will also have directors and officers liability insurance. This, often just called D&O insurance, is intended intended to protect high-level decision makers if it is claimed that they were negligent in their duties as officers or board members. Errors and Omissions insurance on the other hand is different, It covers acts, errors, and omissions committed by employees. D&O insurance can be purchased by many non-profits at a cost of between $300-$600 CDN a year. In Canada law suits against charities and other non-profits seem rare and not all non-profits are equally at susceptible. Non-profits that have vulnerable people in their care shoulder the most risk. Information on the incidence of legal action against non-profits is not readily available. I hope with some further research to report on the incidence of lawsuits. Perhaps someone more knowledgeable than I on this will offer some information. I must mention that my home province, Nova Scotia, is unique in Canada in having a Volunteer Protection Act. Enacted in 2002 it remains the only stand-alone statute dedicated to shielding volunteers, including directors, of non-profit organizations from personal liability. The U.S.A. has similar Federal act that was put into law in 1997. You can read about N.S. here although I doubt that this article's overview will cause a sigh of relief. Insurance is not a defence for being unaware of the law and therefore ought to be regarded as the last line of protection for boards in insuring their organizations act responsibly.

How boards can pay attention to the law?

Here are the things boards ought to do to insure their organization is paying attention and adhering to the law.

Put the responsibility to submit the required payroll related amounts as required to the Canada Revenue Agency in the executive director's contract and job description.
Regularly ask for proof that the remittances have been sent.
Put incorporation renewal on the board calendar once a year. Normally this will be done following your Annual General Meeting. This is a job that most board secretaries can easily do it they are keeping track of who is on the board and their terms. In most jurisdictions there is a renewal fee.
Put your annual charity renewal on the Board calendar. As noted above the renewal requires the annual submission of the CRA"s T3010 Information Return. Because this document requires both financial and board information it likely needs to be done by the executive director/CEO perhaps in partnership with the board treasurer.
Schedule an annual or bi-annual review of insurance coverage including your D & O Insurance policy. Give this responsibility to the Executive Director who may, in some years, report that this insurance does not need to be reviewed. A review of D&O Insurance might easily be added to an annual report by the ED on all insurance coverage matters.

I want to say here that it seems like many boards fixate on CRA remittances. Some even require their ED to prove that the remittances have been submitted month in and month out. The CRA wields a lot of power for sure, although asking the ED for proof of remittances every month seems like micromanaging to me. You might well respond that requiring proof of CRA remittances is not a big deal for the ED. It is also a legal obligation that is the easiest one for the board to check up on. So, it does not require much of a conversation. Remember that micromanaging your ED sends the message, intentional or not, that the board is not very trusting. Boards certainly should include payroll remittances in policy instruction to the ED and in the ED job description. Reviewing proof of remittances can be added to the items covered as part of the ED's review, and a board might ask the ED for proof of remittances without notice once or twice a year. Obviously when the ED is new or inexperienced in the role, boards will want more regular assurance.

Coming Up

I hope this post helps your non-profit. Coming up is Law 102 for Boards. If you have read this post before Law 102, I think you will find the next piece meatier. I am also hoping that I get comments on both of my "law for boards" posts. I will be soliciting some and am keen to get suggestions for improvements to my thinking and corrections and additions to the information. I invite readers back to see what has been said in the comments section.

Governance Selection

gmacdonald — Mon, 20 Jul 2020 17:19:55 +0000

When it comes to candy my favourite choice is a box of Ganong's Delecto Dark Chocolates. I am quite loyal to this brand. They are Canada's oldest candy company. Employing nearly 400 people, the family-run firm is the mainstay of the economy of St. Stephen, a small town on the Maine- New Brunswick border. It is just down the road from where I grew up. A box of mixed chocolates can offer a variety of choices for those with a sweet tooth. Often you are not exactly sure what each candy offers even though you read the description before choosing. My Governance Selection, great articles by other governance nerds like me, tries to offers a similar experience. Many of the morsels of wisdom below are ones I have I have "tweeted" or "retweeted" about over a period of a few years via social media.((If you are a twitter user you can follow me there @GoverningGood to learn of resources beyond the ones on this website. I do not tweet often and mostly it is about other's ideas and the occasional news item about a local or Canadian non-profit )) Some of them are over a decade old but to me, they will satisfy many a board and/or executive director palate. So here a sampling of 8 tasty items on issues that face or have faced many board members and/or executive directors. Enjoy.

Executive Director Reports (Vanilla Cream)

I am a strong proponent of taking a few minutes of board meeting time each year to discuss what things should be reported in the executive directors report and what format the report should take. The influential U.S.-based non-profit support organization Board Source suggests there may be sometime else to consider about the report. Here, from their blog, is an article by Robert B Acton from October 9, 2017

Board Members Zoning Out? Stop Reading the CEO Report

Board Term Limits (Nut Cluster)

Most boards I know have moved towards term limits for directors. I personally like a three-year term, renewable once, for a total of six years, upon which a director must step down, at least for a year. Here is a piece on this by Toronto-based consultant and connoisseur of good governance practice, Jane Garthson, that was published on Charity Village.in 2012.

Governance Q&A: Board Term Limits or Not

Jane's own blog is here. More recently the always thought-provoking American governance consultant Joan Garry has written on this topic. One piece is titled Why Board Term Limits Matter, It is here,

Non-Profit Budgeting (Chocolate Mint)

The annual budget is a key planning and, with the addition of year-to-date figures, oversight tool for boards and staff alike. In May 2008, on the website Blue Avocado, an educational vehicle of the California Association of Nonprofits, there is a very nice bite of wisdom by Jeanne Bell, CEO of Compass Point Nonprofit Services. It certainly challenges conventional non-profit thinking,

Nonprofit Budgets Have to Balance: False

Micro-Managing (Sea Salted Caramel)

Many boards are aware of the pitfalls of getting too far into their organization's operational weeds. But how to deal with this? EDs/CEOs have a role to play in pushing back. Here is a second great item by Robert B. Acton, again from the BoardSource Blog in 2019

A Nonprofit CEO's Nightmare: The Micro-Managing Board

Revenue Diversification in Non-Profits (Almond Fudge)

The Nonprofit Quarterly, both the magazine and the online version, offers numerous insightful pieces on governance matters. Try this one from the spring of 2019 by Mark Hager and Chia Ko Hung. It suggests that we look afresh at a commonly held assumption.

Is Diversification of Revenue Good for Nonprofit Financial Health?

If you are interested in comparing your non-profit's revenue recipe to others take a look at 10 Nonprofit Funding Models by William Foster, Peter Kim and Barbara Christiansen in the Spring 2009 issue of The Stanford Social Innovation Review (SSIR). It is here.

Non-Profit Overhead (Honey Nougat)

What do non-profits say to donors, funders and, perhaps more importantly, to themselves, in terms of the effective use of their organization's income? Lots has been written on the importance recognizing the need for investment in organizational infrastructure. Here is a yummy 2019 article by Curtis Klotz from The Nonprofit Quarterly. Be sure to read the comments; there are at least 30 of them.

A Graphic Revisioning of Non-Profit Overhead

Klotz' piece is only one of many on this subject. A piece by Anne Gregory and Don Howard on this theme called The Nonprofit Starvation Cycle caused a bit of a stir in 2009 when its was published in the Stanford Social Innovation Review. You can find it here. Mark Blumberg, one of Canada's best known charity lawyers, has an 2008 article on his blog titled How Much Should a Canadian Charity Spend on Overhead such as Fundraising and Administration. It is here

Dealing with the Difficult Boards/Executive Directors (Chocolate Truffle)

Canadian Susan Fish is writer/editor at Storywell, a company that helps individuals and organizations tell their story well. She has written lots of great articles about non-profits. In 2016 she had a two-part series on the website Charity Village based on interviews with several well-known board consultants including the always insightful Jane Garthson mentioned above.

The ED/CEO Board Chair Relationship (Coconut Macaroon)

The quality of the board chair -executive director relationship may be the single most important ingredient in effective governance. An unengaged chair, someone who just shows up to run the board through a set business agenda is probably just as problematic as a chair who is on the telephone or in the office 3 or 4 times week overseeing the ED. The ED-board chair relationship is especially important where there is no executive committee (a topic much written about but not taken up here). A productive relationship depends on both people "staying in their own lane" so to speak, the board chair being focused mostly on the health of the board, the ED on the health of operations. While I do not think that board chairs and EDs need to meet weekly, as the authors below seem to suggest, they do offer lots of good advice on this relationship. This piece, from Mary Hiland in the Nonprofit Quarterly in 2008 focuses of trust.

Effective Board Chair-ED Relationships: It is Not About Roles

If you like the taste of this piece and want more like it, here is a richer one by Hiland that provides a glimpse into her initial research on the topic in 2008. It is a favourite of mine.

The Board Chair-Executive Director Relationship: Dynamics that Create Value for Nonprofit Organizations

And there is this more prescriptive and actionable piece from Joan Garry on the topic.

How a CEO and Board Chair Can Build an Amazing Relationship.

So, What's to Your Taste?

I hope at least one the above treats is one you want to take to your next board meeting. If you have a favourite which one is it and why? A review of individual pieces or the whole box would be most welcome in the comments section below.

De-cloaking Policies

gmacdonald — Wed, 14 Oct 2020 12:35:39 +0000

Sometimes one of the Halifax ferries can look a little mysterious emerging out of the early morning mist. What are these craft? Do not be concerned. They are quite fathomable once one sees them up close. Getting onboard adds to one's appreciation of their distinctive design and useful function. The term policy board or policy-making board is often used in the non-profit sector. While the concept is understood, the specifics are foggy to many. What is an organizational policy in a governance context? What key policies ought a non-profit have? Who creates and implements them? What might a policy really look like close up? In the last few years there has been increased demand that governing boards pay attention to managing risk, to inclusion and diversity and to issues such as workplace harassment. Many non-profits have embraced the need for written practices on these organizational challenges. However, not every non-profit has a good base of policies on which to put them. There is a lot to explore here, so this topic requires two posts. The first, this one, is long. It will look at some foundational policies. The list includes bylaws, director roles and responsibilities, human resource and financial management practices. The policy guru, John Carver, will get some acknowledgement. On this site there are samples of many the policies mentioned. The second post, planned for early 2021, will focus on what I call "world wise" policies including ones on conflict resolution, the use of social media, public policy advocacy and in camera meetings. So let's get started.

What is a policy?

A policy is a written statement that sets parameters for, or expectations of, how things are to be done in carrying out a particular organizational function. Policies should be general enough to allow some room for flexibility on how they are to be implemented but be clear on the important principles the organization embraces. Policies should also identify who is responsible for carrying out the direction they set. Procedures, at least one-step down from policies, perhaps two depending on how much detail is wanted, explain how a particular policy is to be implemented. For example, many non-profits will have, amongst their financial management policies, an instruction that employees will be reimbursed for work-related travel at current public sector rates. The procedures associated with this policy will outline the process for submitting a claim; being paid and what current travel cost rates apply. This is likely one of a number of pieces in a policy on financial expenditures for which the executive director (CEO) would be responsible. Policies formalize an organization's "way" of doing things, the practices to which everyone is committed. And, because many effective management practices are well established, even different non-profits ought to have some common ways of doing things. Policies should exist as separate organizational documents and be clearly designated as such. A decision to approve a policy should appear in board meeting minutes, but the policy should not live there.

Why are policies important?

Policies are important for three main reasons:

They hold the leadership experience of the organization. Policies identify good practices that transcend changes in board and staff.
They are a tangible outcome of key management discussions.
The existence of policies addresses common leadership worries. They enable the board and the executive director to turn some attention away from their oversight role, sometimes a consuming one, toward more strategic and community concerns.

A good basic set of polices can be created all at once, ideally shortly after the first staff person is hired. Another approach may be to be add them to the board's calendar and begin to develop them over the coming year.

Can one have too many policies?

Some people will grumble about too many rules inhibiting innovation. Think about policies as "here is what we already know" or "with these in place we can really stretch out", or "here is what our staff can count on". Too many detailed policies may well be problem, an indicator of little faith, perhaps. Board's though, do not have the time or expertise to get into the details. Executive directors and other senior management staff must.

Levels of policy

Non-profits often refer to the idea of "board policies" to identify the organizational instructions and standards of practice approved by the board. It is useful, I think, for boards and staff to embrace the idea of levels of policy. The simplest distinction is probably that between policies and procedures. Policies can be owned by the board of directors, procedures by the executive director and, as one goes deeper in the organization, by others with management responsibilities. The line between "high-level" board approved policies and more detailed internal ones is an important determination for every leadership team to consider. In addition to levels of policy, some policies are intended to direct the board's own practices not just, as is often assumed, a non-profit's internal operations.

Characteristics of good policies

I believe that well-constructed "board" or "high-level" policies ought to embrace 5 main features. They should:

Be general enough that they seldom need to be changed
Provide direction about an important organizational function
Identify who is responsible for ensuring that they are followed
Short
Conspicuous

Take for example this typical item from an organization's human resource management or personnel policy: Personnel records are treated as confidential and appropriate restrictions are in place regarding their use and who has access to them. Such a policy direction is probably general enough. The functional areas common to most non-profits will be taken up below. Operationally there are five (5) main ones: HR management, financial management, the ED's authority and responsibility, volunteer management and fundraising. Who, by position, is responsible should be identified in every policy document. In dealing with operational functions, for example, a policy might say: The executive director will ensure that ..." I added short to this list. I think that high-level policies that address key functions should aim to be a page or two. Policies ought to be conspicuous, some of them at least. They should be seen by those whose job it is to live by them. I am old fashioned and like seeing key policies on paper. Having them all in a shared electronic folder is convenient but is it good enough?

Whose job is it to create a non-profit's policies?

It is generally accepted that it is the board's role to ensure that their organization has a solid foundation of policies. It is also generally accepted that the board approves policies, the highest level ones certainly. What is not so well understood is where new policies come from. They do not necessarily originate with the board. Indeed, most boards would be challenged to create a variety of policies without help and some delegation of the drafting work. The content of policies can come from a variety of sources: board members, staff or other non-profits. Yes, staff should be relied on to help create the ones they have to implement. Examples can be found online with a little research. Indeed, examples all of the ones mentioned in this post and on this website are a result of my own investigations. Keep in mind that policies do not have to be perfect. A lot of time can be wasted getting all the ingredients right and the wording to everyone's liking. If a policy captures key principles and practices better than what you now have, you might want to approve it and move on.

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Policy Guru - John Carver

Some non-profits have adopted the Carver model or what is officially called "Policy Governance". It makes the case that board decisions are predominantly policy decisions whether they are creating or changing a policy. Carver's approach is outlined in his book Boards that Make a Difference: A New Design for Leadership in Nonprofit and Public Organizations.((John Carver. Boards that Make a Difference: A New Design for Leadership in Nonprofit and Public Organizations -Third Edition, John Wiley and Sons, 2006)) There are three editions of the book, the third coming out in 2006. There are also a number of companion publications authored by Carver and others. If you are really interested in the concept of non-profit policies the publications on the Carver model are certainly worth a read. An online search of "Policy Governance" will produce pages of sources, some promoting this approach, some critical of it. Given its theoretical completeness and specifics, Carver's recipe, to my mind, is a real model. It has had a significant influence on my own thinking about policies as some readers of this post will appreciate. The board - chief executive relationship is the centrepiece of Carver's model. Some sources suggest that it has 10 characteristics. The four most distinctive elements seem to me to be:

The concept of moral ownership((For a thoughtful article on non-profit ownership, including a exploration of Carver's ideas on this see Judith Milleson's August 2019 piece "Who Owns Your Nonprofit" in NonProfit Quarterly. It is here ))
The distinction between ends and means policies
The formulation of executive limitations policies
Policy compliance as a mechanism for executive performance evaluation

Carver is credited with the statement "the board has only one employee, the CEO, the CEO has the rest.((Ibid p. 159)). This is a useful concept to keep in mind even if you do not buy into the model.((In terms of the Carver model, if your organization is interested I would recommend you find a board consultant with experience working with it and with interested boards))

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Board-Focused or Board Practice Policies

It is time to get close up. I am going to start my suggested "list" of foundational policies with ones that apply to the functions of the board itself.

Bylaws

All incorporated non-profit have bylaws or a " constitution" that is part of obtaining legal incorporation. Bylaws can be considered board-focused policies.They may be somewhat unique to the organization but it is far more likely they are based on a template. Bylaws seldom differ dramatically from non-profit to non-profit since they must adhere to similar incorporation laws. What is next?

Conflict of Interest policy
Board member position description, or duties and responsibilities

I would like to think that all non-profits have a conflict of interest policy. There is one on this website and lots of samples out there online.((For a more example of a comprehensive conflict interest policy for non-profits see this 2014 one by Dionne Falconer from what used to be the Ontario Organizational Development Program. For three shorter policy examples check out these from Hurwitt and Associates, a U.S legal firm based in Massachusetts))

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Duty, Responsibility and Accountability

Given that position descriptions are the subject above, this is good opportunity to try to sort out three frequently used terms: duty, responsibility and accountability. A duty has to do with one's moral, legal or professional conduct, what we are required to do by law, social convention, rules and norms. Responsibilities are the things a person has taken on or agreed to handle. A responsibility can also be what one is required to do by virtue of assuming a particular position. They are tasks or undertakings. For example: A board chair has a duty to be loyal to the organization and, among his/her list of responsibilities, is expected to facilitate board meetings. Likely all directors have the similar duties but, depending on their position on the board, different responsibilities. The meaning of the term accountability is a bit harder to pin down. It means answerable to authority and accepting ownership for actions taken. Accountability tends to look backward, responsibility forward. Some sources would say the responsibility can be shared, accountability cannot. Non-profit organizations cannot be accountable but their boards can.((For a fuller understanding of the terms accountability and responsibility see Accountability: The Basics from the Centre for Public Legal Education Alberta site Charity Central here))

******

A good position description ought to describe the power and authority of the office. It is generally accepted that a board chair should have no independent authority. He/she works for the board as a whole. One's policy therefore might, for example, say:

The chairperson has no formal authority to direct the staff of the society. That authority rests with the Board, operating as whole, and then only with respect to the CEO. Like other board members, the chair is entitled to make motions and vote on matters before the board and its committees. The chair has one vote.

The chair may not, on his/her own, enter into contracts on behalf of the Society without the knowledge and approval of the board.

There are other policies that apply to the board. A board ought to have:

Chairperson position description
Secretary position description
Treasurer position description
Vice-chair position description

Of the above, the first is the most important. If you do not have one, start here. This particular discussion is one of the most important a board can have at any time; the policy is a byproduct. These four fit nicely together as a group. And then there is this one:

Board Member Code of Conduct

My board code of conduct policy is the most requested Governing Good sample resource. It complements a conflict of interest policy. The code of conduct one is here. There are other board practices that may need to be captured in policy. One is more a category of policies: committee terms of reference. They are important, and like others, worthy of some research for templates.((For what to include in committee terms of reference see my own 2016 resource, Creating_Terms_of_Reference for Not-for -Profit Board Committees published by, and courtesy of, the Institute for Corporate Directors)) A number of boards I know require new directors to sign an agreement. Sometimes this involves formally acknowledging that they will abide by the organization's conflict of interest policy. Others I know have created an agreement form listing director duties and responsibilities. The concept of a signed director agreement seems to me to be a good one.

Operational or Internal Practice Policies

Next are the policies, board-approved at high level, that direct staff and internal operations, or day-to-day activities. These are often instructions to the executive director who has the responsibility to implement them and to be accountable to the board if they are not followed. Sometimes a policy will say that more detailed policies and procedures will be developed at the staff level. For example: The executive director will ensure that in enacting this policy more detailed practices will be developed and communicated to staff. In my view, there are five core functional areas. They are:

Personnel or human resources management

Most established non-profits with staff have a human resource management (HR) policy or a set of policies. Some organizations will have entire HR policy and procedures manual. An HR policy is important if one wants to be a good employer. This set of policies will describe the organization's practices with respect to hiring and promotion, job descriptions, feedback, time off and sick days, leaves, wages and salary determination. and staff training & development. The policy or policies ought to state the commitment of the organization to following government employment regulations. A HR policy will also reflect the organization's commitment to diversity in employment. The legal requirements of being an employer are outlined in my post Law 102 for Boards. For a foundational HR policy see my sample here. Conspicuousness is important here. Every staff person should have a copy of their organization's high-level HR policy, and probably the details of what practices they should expect will be followed. Staff consultation will always be part of the work of creating and updating one's HR policy or policies. For a useful resource see this 2011 guide from CPA Canada, our national professional accounting body: 20 Questions that Directors of Not-for-Profit Organizations Should Ask About Human Resources. It is here. It contains an appendix for unionized non-profits. It is good keep in mind that a union contract is a policy given that its administration is likely the responsibility of the executive director.

2. Financial management

The idea of having an overall financial management policy is not as common. Most non-profits have a scattering of financial management and related policies like ones on reimbursing travel expenses, the purpose and use of a reserve funds and the backing up of computer files. This policy, or set of polices, should outline expectations about financial controls, banking, loans, budgeting and financial reporting, the signing of contracts, purchasing, and insurance. Compliance issues such as the regular submission of payroll deductions to, in Canada, the Canada Revenue Agency should also be in a financial management policy if it is not captured elsewhere. An overall financial management policy outlines the decision-making authority of the executive director and clarifies what financial situations and information should come to the board. For the most part, good financial management practices cut across all non-profit organizations. There are established accounting and bookkeeping standards.((Accounting standards for non-profit organizations (ASNPO) in Canada are overseen by CPA Canada. See here for more information)) Financial controls, a common worry, are those mechanisms that the organization puts in place to prevent theft or fraud, to catch unintentional mistakes in the recording of transactions, and keeping track of payments made to individuals and organizations. The organization's financial planning processes, the format and setting of the budget, also need to be reflected in policy. Example: The executive director is responsible preparing for the budget for the upcoming fiscal year and will be present it for approval at least one month before the end of the current fiscal year.((Some non-profits assign their budget preparation to a board-staff committee. One of the "good practices" to capture in the budget preparation part of a financial management policy is that a new budget should be approved before a new fiscal year begins.)) Financial reporting, especially to the board, should be outlined as well. Regular budget updates are, of course essential but some organizations experience cash flow issues that a board will want to monitor. There are a number of resources that can help create a good set of foundational financial management policies. ((Here are two good resources on financial management policies: The Financial Responsibilities of Not-for-Profit Boards, published in 2008 by the Muttart Foundation in Edmonton, Alberta here. This is one in a series of excellent non-profit management workbooks. Also see CompassPoint's 2012 publication: Nonprofit Fiscal Policies and Procedures: A Template and Guide here. For a terrific overall guide to financial management and one that will help in creating policies around this function see Kate Barr and Jeanne Bell's Fall/Winter piece in Nonprofit Quarterly, An Executive Director's Guide to Financial Leadership. It is here. )). My sample financial management policy takes an omnibus approach. It is here. Yours might divide up the key concerns. Risk management, a topic to be looked at in the next policy post, is in some respects a matter of financial management. In other words, a good set of financial management policies will address some risks.

3. Executive director authority and responsibility

A non-profit ought to have policies focusing specifically on the work of the executive director. A board approved executive director job description and signed contract may qualify.((For a case why an ED needs a contract see this piece by U.S, consultant Joan Garry.)) But in the interest of his/her duties being conspicuous, the ED should be named in all high-level operational policies. Such duplication helps set the ED's role apart from other staff. Separate policies should also outline the board's responsibility for evaluating the ED and its obligation to regularly review and adjust the ED's compensation. For example, the language in the ED evaluation process policy might include a statement such as: The review process, persons involved, areas to be reviewed, criteria, and evidence used will be determined in collaboration with the ED. I have a sample policy on ED evaluation and compensation that may help. It can be found on my sample policies page here. It, or something similar, could be brought to the board by the ED for discussion and approval.

4. Volunteer involvement

if your non-profit depends on volunteers in its core work and not just helping out when one has a big fundraiser, you will want to give some thought to a small set of volunteer management polices. These should address role descriptions, screening, and feedback. I have no sample volunteer policy. There are good resources elsewhere. Here is a 2016 overview, published in Charity Village, of the Seven Policies Your Volunteer Program Must Have. It is written by Sammy Feilchenfeld of Volunteer Toronto.

5. Fundraising & donations

Finally, if your organization regularly accepts money from individuals, foundations and corporations you probably need a fundraising policy. It should include considerations about dealing with gifts or other non- standard contributions, your ethical concerns around who you will and will not accept money from, and any "donor rights" practices you subscribe to.((Examples of donor rights statement are readily available. Here is a one from the U.S. Association of Fundraising Professionals (AFP).)) Your policy on such matters may be something you will want to broadcast. I have no sample fundraising policy of my own but here is one from the non-profit Youth Without Shelter in Etobicoke, Ontario. I may well have missed a key policy area or a particular policy under one of the five headings. A non-profit should also commit to practices that protect vulnerable clients or establish standards of care. For some non-profits these are compliance issues, external rules tied to funding and licencing. One might also make a case that customer service concerns, and therefore policies, have a place in at least some non-profits. I plan to take these up in my companion post.

What now?

Hopefully the mist cloaking the ship of non-profit policies has dissipated. I have created a short checklist based on this post that you can use to identify where your organization may have policy gaps. Click here: Our Board Policy Checklist. A common response might be to give policy development work to the governance committee or set up a special policy task force. But you could also run down the list, attach a person's name (board member or staff member) to each of (say) six different policies and schedule drafts of them to come to the board within the next 3 months. If you like, include with the assignment a link to my sample policies page. This is not a difficult project. Maybe there needs to be a two or three person conversation about some policies away from the board table, an hour or two of research and an hour creating a draft. Don't forget that for some, the conversation is as important, as the policy itself.

Policy reviews

Much is made of boards undertaking a regular policy review. If one's policies are doing a good job they probably do not need to be reconsidered very often. Some, like the one describing the responsibilities of the board chair, can benefit from a board conversation when the person in the position changes. It is seldom enough just to hand a person piece of paper. As an organization becomes managerially more sophisticated and savvy, the consideration of new policies may be a better use of governance time than fine-tuning established ones. The question is "what might we do to make our organization even better? Consider for instance, a policy, under the human resource management on employee sabbaticals and leaves.

What's next?

My second post on de-cloaking policies will look at some other areas of good practice. In terms of board-focused policies I think I will look at five:

Role of the Board
Emergency ED succession
Executive director- board communication
Public policy advocacy (for "non advocacy" organizations)
In camera meetings

On a world-wise front I will address some of the social issues that most call out for organizational policies. These will include:

Whistleblower protection
Harassment
Conflict resolution
Diversity & inclusion

I will also try to address the connection between risk management and policies. Stay tuned. Hopefully this will be published early in 2021, Remember, my sample polices, which you are welcome to read and download, are all listed on the same page, It is here. If you have a question about specific policies, thoughts on something I have missed, or have a different viewpoint on anything I have said, please contribute to this subject by writing something in the comments section below.

+++ A Note on the Image +++

Certainly one of the most unique features of my local community are the passenger ferries that cross our harbour between downtown Halifax and Dartmouth daily, They are one the nicest work-home commutes anywhere. Built In Nova Scotia there are five of them, two on each of two different crossings and one spare. The history of the ferries is outlined in this piece Rocking Our Way Across the Harbour for 263 Years by Meghan Richard. For ferry design and technical information see this page from E.Y.E Marine Consultants

Fathoming Policies

gmacdonald — Tue, 16 Mar 2021 20:31:00 +0000

In this photo two Halifax harbour ferries are passing each in the low-lying fog. The light on Georges Island is visible in the background. The ferries here look even more mysterious than in the image of them I used for my October 2020 piece on this subject, De-Cloaking Policies This post is also about making sense of governing policies. In my earlier foray into the topic I provided an outline of some foundational polices. Here, I turn to look at a few other good practices non-profits can adopt, and therefore, describe in policy. Some of what are outlined in this post I refer to "worldwise" policies. None of these policies should surprise the reader. They are about setting an example as well securing one's organization against turbulence. This seems even more important in 2021. As I explored in the companion piece, policies reflect the wisdom embedded in one's organization, at least some of the management wisdom. As such they transcend changes in board and staff. With a good set of polices changes in leadership do not need to result in an organizational reset. Change work can focus on better responding to one's mission.

Board Practice Policies

I will start here with six unusual policies to help boards themselves. Boards tend to be notoriously unreflective of their own behaviour. These, I believe can help. They are policies that fall squarely into my own area of expertise on working groups.

1. Boards and Internal Communication

It seems to me that many non-profits could operate with a more clarity around the quality of internal communications. One dimension of this is their communication with their executive director. The executive director serves, in part, as counsel to the board. It is important that the board is informed of matters that could come back to bite them or that they might hear about from someone they encountered in the supermarket. My sample policy on communication to the board borrows much from the Policy Governance or Carver model. The policy intended to provide some assurance that the ED will keep the board informed of important matters that fall outside more routine reporting. It also empowers the ED to advise the board they have forgotten to pay attention to themselves.

Executive Director Communication to the Board

One could imagine a policy that looked at communication the other way too, from the board to the ED. While it important for boards to recognize that their primary governance relationship is with their ED, there are also benefits to some board member-staff interaction. Board communication with staff, was a policy idea I considered for this post but abandoned as being too much formality. Board-staff interaction is an important but tricky area. The board should not be put on a pedestal. It helps if the board is known to staff and that staff understand the executive director's relationship with it. If there was a policy on board-staff relations it would stress the importance of the board showing respect for staff members and interest both in their work and, to some extent, their lives outside the workplace, as humans. There would be a warning too: under no circumstances should board members, including the board chair, give advice or direction to staff members, independently of the executive director, even when the board member has expertise to offer. If you are interested in seeing this relationship reflected in policy, consider adding some good practices to your board member position description and board code of conduct policy, both of which were discussed in the previous De-Cloaking Policy post. For more on the subject of board-staff interaction see Board Source's Board- Staff Interaction: What's Acceptable resource from 2017. Also there is my post on the subject in March 2019.

2. Board Meeting Minutes

You might think that the idea of a policy on board meeting minutes is over doing it. However, since I have written a lot on board minutes and the role of the board secretary, I thought I might take a stab at capturing some key principles as a way of helping non-profit boards establish some continuity on this element of board work. The policy addresses some questions that ought to be asked. Should minutes reflect how board members voted on a particular decision? Should minutes report confidential information? Is there a difference between draft minutes and unapproved minutes? What gets reported in the one's board minutes varies from organization to organization. That's fine. But from secretary to secretary, maybe not. This is a policy that I think boards as a whole, and board secretaries too, will appreciate.((I have written a lot on the important role of the board secretary and good minuting practices. See Board Secretary: Superpowers Revealed and here. A Guide to Great Board Minutes, the latter being the basis of the sample policy.))

Board Minutes Policy

3. Executive Director Evaluation and Compensation

While everyone knows that boards have a responsibility to review the performance of their executive director, it is a matter that is frequently on the bottom of the board "to do" list. The issue of how to do it and who should do it often stand in the way of such evaluations taking place. A simple policy, while hardly an evaluation tool, is a good reminder to boards about one of their key responsibilities. I have tried with it to give the ED a little more agency in making such an evaluation a reality. The addition of a few words on executive compensation also seems useful in achieving this.

ED Evaluation & Compensation Policy

I made reference to this policy in my earlier post in the context of policies that frame the authority and responsibility of the executive director. Maybe you are interested. Here the ED's job description and formal contract with the Board ought to play a key role.

4. In Camera Meetings

I have a "thing" about boards routinely making use of in camera sessions. Sometimes they are called "executive sessions". These are parts of a board meeting where the executive director is expected to step out, and it is usually the executive director, so that board members can feel free to say what they want. Such sessions should be used sparingly and for agreed upon purposes. Confidentiality is an appropriate purpose in my view, secrecy is not. I expect my opinion about their value is a minority one. I have an article on this subject that can be found amongst my Governance Guides. ((On the subject of in camera meetings or executive sessions consider listening to Mary Hiland's Inspired Nonprofit Leadership podcast, Episode 27 What's a board executive session? Good or Bad? (12 minutes) from January 23, 2020. )) And now here is a sample policy. Thanks to Hilary Findlay, whose article on the topic in Canadian Sport Law (March 18, 2014, inspired it.

In-Camera Board Sessions & Minutes

5. Role of the board

One upon a time I provided some governance help to the executive director and board of a very successful non-profit that is the business of employment supports for people with intellectual challenges. The executive director and board decided to give close attention to their governance practice and did a lot work over a six-month period to develop some foundational policies, One of the resulting "product's' of that collaboration was a policy on the role of the board. They came up with the idea. It had never occurred to me before that one might outline the expectations of the board as a group. Their approach was not to list a dozen or more discrete responsibilities, but rather to try to capture the essence of the board's role. I have reworked this policy a half a dozen times and no doubt will again. Here is my latest version.

Role of Board Policy

World Wise Policies

The term world wise means "knowledgeable, sophisticated or experienced". It also implies "difficult to shock" and "aware of the social and political affairs of modern life". So, it is the opposite of naive. Here are four policies non-profits need to consider in the times we are now living. None are ones a board should tackle without help. And all, to a greater or lesser extent, fall under the rubric of human resources management or personnel concerns. In my previous post I indicated that boards should consider a capstone HR policy and leave the details of lower-level written policies and procedures to staff. These seem to fit underneath, but all are ones about which a modern organization's board should be familiar.

1. Conflict resolution

Non-profits are not immune to internal conflicts that, if left unattended, can create a toxic organizational environment. Such conflict can be between staff members or between staff members and the executive director or CEO. While it is true that conflict can exist on a volunteer board, I will set that side of things aside here.((Resolving conflict between board members - board conflict - has been written about. One useful piece is this one from 2016; Moving from Dissonance to Harmony: Managing Conflict on the Board by Jill Sarah Moscowitz on the BoardSource blog. )) Unionized workplaces in the non-profit sector, as in government and the for-profit sector usually have formal grievance procedures in their collective agreements. Non-unionized non-profit workplaces should have similar procedures. I have a long professional interest in negotiation and conflict resolution having once been trained as a mediator, been one of the founders of neighbourhood dispute resolution centre, and served with it as a volunteer mediator. I have also been a trainer of adults in a university certificate program for those seeking to be Alternative Dispute Resolution (ADR) practioners. Where does one find some resources on creating a conflict resolution or conflict management policy for one's non-profit? As introductory reading I would suggest the 2003 article We Can Work It Out by Melanie Lockwood Herman, published by the Nonprofit Risk Management Center in the USA. For a sample policy I have my own on this website here.

Conflict and Complaint Resolution

One tricky part of managing conflict in non-profits is when the conflict is between a staff person, or a group of them, and the executive director. It seems as if the most accepted practice is to state in the policy that, failing other resolution efforts, staff members may bring a conflict with the executive director to board chair. By making the board chair the sole recipient of a grievance, staff members are prevented from seeking to influence the whole the board. As my sample policy indicates the board chair in such a situation is obliged to act.

2. Whistle Blower

A whistleblower is a person who exposes illegal, fraudulent or unsafe behaviour by others in an organization. A whistleblower policy encourages staff and volunteers to come forward when they suspect, or have witnessed, misconduct by others in their organization. The policy provides assurance that the organization will respond in confidence, will protect the individual from retaliation, and will identify those staff, board members or external parties to whom it is safe to report. Protecting whistleblowers is an essential component of an ethical and open work environment. It benefits non-profits by giving management the opportunity to learn early on of unethical or unlawful practices directly from staff rather than from outside sources. There are lots of good policy examples to be found. Some are long. Here are three. One is from the United Way of Greater Toronto, last reviewed by them in 2018. It is here, Another, from the Dieticians of Canada, is here. And for a shorter one consider this example from Seneca College in Toronto.

3. Workplace Harassment

Harassment occurs, says the sample policy published by the Alberta Human Rights Commission,

when an employee is subjected to unwelcome verbal or physical conduct because of race, religious beliefs, colour, gender, gender identity, gender expression, physical disability, mental disability, age, ancestry, place of origin, marital status, source of income, family status or sexual orientation.

In this sample policy and many others sexual harassment is included in the description but is usually not the only form of harassment identified, In an article published on Charity Village in 2016, Workplace Harassment: What Makes Nonprofits Vulnerable?, Dr. Stephanie Bot and Donna Marshall, Consulting Psychologist, worry that "a culture of goodness breeds a culture of silence". More than one non-profit in Canada has landed in the news as a result of abusive behaviour, often by those with power in the organization, having been discovered by some who initially looked the other way. Every non-profit ought to have a harassment policy. Luckily examples are easy to find. The Canadian Human Rights Commission and most provincial human rights commissions have examples that employers can use.

4. Diversity and Inclusion

Much has been and continues to be written about the importance of diversity in organizations. Today there is much needed focus on diversity in race and ethnicity in the make up of non-profit boards and staff. Research in the USA and UK bears out the fact non-profit boards in particular, are predominantly made up of people who are white. This is also the case in Canada with newly released data on the issue from Statistics Canada . Even more than with other policies, a policy or policies on diversity and inclusion is of more value if they are a product of research, organizational conversations and changes in practice, listening to the community especially. There is a lot being written about the topic, but not so much about the policy side. One resource I like is the Pillar Non-Profit Network's 2008 Board Diversity Tool Kit. Pillar is based in London, Ontario. You can down load their kit here. In the U.S.A. the National Council of Nonprofits has a page under Resources and Tools related to this subject. It is titled Why Diversity and Inclusion Matter to Nonprofits. It is here.

Non-Profit Policies - Yawn?

Does this seem like a lot to take in? This is not what you signed up for, right? Between this post and the previous one in October 2020 I have outlined nearly 21 policies. Twelve of these, including bylaws and conflict of interest which most organizations already have, are about the board's own practices. Eight are internally focused and deal with areas that are the responsibility of the executive director (CEO). One, a policy on diversity and inclusion, applies to the whole organization. I know that reading about policies, putting them on the agenda and talking about them at a board meeting is not exciting. I believe however that good set of policies means that board members and staff may be able to turn down the management volume and turn up the sound of their mission. What do you think?

++++ Photo Credit ++++

I try to take great care to research and purchase or otherwise seek permission to use images to introduce a post. I made numerous inquiries locally for some Halifax harbour ferry images for my two "policy" posts. I found the image above online while ago and in only one place, here. It appears not to be a recent photo, say within the last 10 years. It is a great shot! The site offers no clue who the photographer is that should be acknowledged or who I might contact about using the image. I would be pleased to receive this information.

Board Chairs & Executive Directors

gmacdonald — Mon, 14 Jun 2021 10:52:35 +0000

A board chair and the executive director (CEO) can be a great combination. It is a pairing that we tend not to think much about when wondering how to improve a non-profit's governance practices. In shaping how the board chair and executive director (ED) can work effectively together the focus first should be on the frequency and kind of communication they have outside of board meetings. But there is more to consider.This post sketches out what the working relationship between the chair and the ED could look like. This pairing isn't about creating a new "reporting relationship" or a committee. Much has been written about the (full) board - executive director relationship. I am more narrowly focused here. What specifically makes for an effective board chair - executive director team? Board chairs typically have short terms and so, if the relationship is to add real value, executive directors and their chairs need to agree on what it is together should pay most attention to and try to bond quickly Personalities play a role for sure. But beyond this, what helps? Four things at least:

Clarity on their respective roles
The right amount of interaction
The right kinds of interactions -an agenda to guide them
Trust building & support

Each of these matters is outlined below. I will also touch on a few special situations that deserve consideration. Perhaps you are an executive director and at this stage of the post are thinking, "my board chair is too busy to be more involved". Or perhaps it is the opposite: "my board chair is already looking over my shoulder". Read on. What if you are a board chair? Would you say, "my executive director has everything under control and does not need my help?" Well, your ED can use some help, especially on some board matters.

1. Clarity of roles

The board chair is the head of the board, and it is the board that, as a whole, oversees the executive director. The executive director is the non-profit's operational leader but also the board’s partner in helping shape and realize the organization’s mission and strategic directions. Most executive directors have a job description outlining their duties and responsibilities. They can also be outlined in their employment contact. Most could benefit from greater clarity on their governance role beyond "being accountable to the board". Indeed an effective ED will help keep the board focused, remind them when discussions become too operational, and advise them on the organization's policy needs. Perhaps my sample Executive Director Communication to the Board policy could help. It is here. It is board chairs that generally struggle most with understanding their role. They know they are supposed to run board meetings. They also know they have signing authority and can be the "backup" spokesperson for the organization. There is more that promises real impact with an added investment of little time and attention. As chair you might start with a look at your job description. If there is isn't one it is easy to draft, discuss and adopt as a board policy. You may have one already but perhaps it has not been reviewed in awhile and could be updated. It should include monitoring the health and functioning of the board and planning beyond the next board meeting. My sample board chair position description can be found here.

2. How much interaction?

Outside of their time together in board meetings how often should a board chair and executive director talk to one another or meet face-to-face? Some sources suggest that the board chair and ED should meet, or at least touch base, weekly. Given the non-profits that I know this seems like a lot, but it is not too far off. More or less interaction is needed depending on the circumstances facing the organization, and each of them as well. Certainly more interaction between the two may be necessary when;

The executive director is new
The board chair is new
There is an organizational crisis or issue
The executive director (at least) is under personal stress (e.g. a family or health issue)
There is an important governance initiative underway (e.g. a strategic planning process)

An ED should not assume that just because someone is the chair they ought to be regularly consulted. Few board chairs know the organization well enough or have the expertise to be able to coach or advise an executive director on operational matters. So, it is important to distinguish between consult and inform. This is a distinction that could be discussed when they sit down to design how they want to work together. It is important that these two key governance players enable each other do their job and support each other in it. The chair’s work must be focused on the functioning and health of the board. This means that the executive director must be careful not to draw the chair into operational decision-making. It is not the case though that the chair must avoid the drawing the executive director into board matters.((Executive directors ought to play a key role in helping shape the composition off their board. They often have community and volunteer staff connections that can help aboard to identify potential new board members)) Executive directors have a vested interest in the health of their boards and often have non-profit board experience themselves. At a minimum I would recommend at least one regularly scheduled meeting a month between the two of them. Ideally this could be set for a day or two before the board meeting agenda is to be sent out so that the pair can construct it. It could be a telephone meeting. Better still is a meeting at a coffee shop, a meeting at the office of the chair, or a meeting at the non-profit. Where the two meet might depend on whether they need a quiet location, a table and/or and some privacy. Does this mean the executive director (and it is usually the executive director) shouldn't pick up the phone and call her chair several times a week? Kind of. Organizational or personal circumstances may require more frequent communication.((Some key topics, many of which are covered in this post, are outlined in a 2018 BoardSource (USA) resource Board Chair and Chief Executive Communication/FAQs here ))

3. Meeting agendas

Having an agreed upon Chair-ED "agenda" is critical to their becoming an effective leadership duo. An agenda establishes some boundaries that respect their different roles. It allows for more focused and planned meetings. It also can shape their shared expectations around the need for less or more frequent interaction. Mary Hiland, whose important work is cited below, suggests that there are three kinds of chair-executive director pairs:

Managing pairs
Planning pairs
Leadership pairs

Managing pairs tend to focus more on internal or operational matters, planning pairs on the work that need to get done around the boardroom table and the cultivation of a stronger board. Leadership pairs focus on strategic and mission-related work. So here is my a list of board chair- executive director meeting items.(( I recently wrote about the content of the executive director's regular report to the board. On some matters it may parallel with the board chair-ED agenda. That post is here )) It is a list they can use to help guide every meeting.

Significant new developments and/or worries if any
HR flags
Financial/funding flags
Board health and engagement -Where are we?
Board calendar - what is coming up?
Next board meeting agenda: what items, who reports, time required, & supporting materials

Not all of these topics are important all the time. With respect to HR and financial matters there may be nothing to talk about every month. Both are the ED's responsibility so try to keep operational matters at a high level. Think twice about bringing a copy of the latest "financials' to the meeting. An ED might though say to her chair:

I am looking at changing the format of my regular financial report to the board. Everything is not equally important. I think we can do a better job drawing board member attention to a few key items. Here is what it could look like. What do you think?

A board calendar, my most recommended tool, is outlined in a two -page guide here.

4. Building support & trust

It was often said and felt that the role of the board is to "support" the executive director. This is true. Presumably it applies to the board chair too. But this is a rather vague statement. Perhaps "support" and "trust' are best understood together. U.S. consultant Mary Hiland, mentioned above, suggests that building and maintaining trust is key and that the two individuals need to work on the relationship, not just in it.((See Mary Hiland's 2018 article in Nonprofit Quarterly Effective NonProfit Board Chair -Executive Director Relationships: Not About Roles! here. Hiland has an excellent podcast series Inspired Nonprofit Leadership which covers a range of topics. Check it out wherever you get your podcasts)) Obviously this is harder when the amount or frequency of communication is limited. She also writes that if the relationship is balanced in its attention to managing, planning and leading this will likely cultivate trust more than one focused only on managing. This is because, of the three, "management" is really the purview of the executive director. Emotional support, certainly for the executive director, can be an important part of the relationship. Board chairs would do well to listen more and advise less. And, they would do well to keep the confidence of the executive director. Their meetings should be a safe space for both. Getting together outside of work, over coffee or even lunch can contribute to the pair bonding.((For more on the topic of the emotional support side of the chair-executive director see The Role of the Board Chair in a Crisis by Achim Schmitt, Gilbert Probst and Michael Tushman in April 20, 2020, Sloan Management Review here )) It is not hard to make a short and somewhat personal "check in" part of one's meetings.

Particular situations

So you have my basic recipe. I will turn to some a few situations that might impact the board chair-executive director working relationship.

(a) We have an Executive Committee

Executive committees, made up of the board chair, executive detector and other board officers, have gone out of favour in many non-profits because of their tendency to usurp the role of the board. Where they work well they operate with a written mandate that specifies their role and seriously limits their decision –making authority. If your executive committee meets regularly and functions well, it might take the place of separate chair-executive director meetings. The committee's agenda might look like the one suggested above. Whether it can meet the trust requirement depends.

(b) Our Board Chair is the one who evaluates the executive director

Having the board chair be the one who evaluates the executive director, or even leads the evaluation process, can result in an imbalance of power that may impact the relationship. Having at least one other board member involved in the evaluation might be essential. If the board chair is the primary board player in the executive director's evaluation it is even more important to have established boundaries. Meeting agendas in guiding the pair's regular relationship can really help. And, a conversation about the chair's multiple "hats" also makes great sense,

(c) Our organization’s bylaws say that the executive director reports to the board through the chair

I have seen many older sets of by-laws that state that the chair is the conduit for the executive director's reporting to the Board. I think this is bad practice. Even if this organizational formality does not actually result in the chair being the gatekeeper this is governance artefact that should be eliminated.

(d) Our chair is former executive director of the organization

It is uncommon, but not unheard of, that an organization’s former chief executive, often its first ED (perhaps the founder) steps down but remains on the board in the role of chair. Such a situation is so fraught with challenges it should be avoided. If it cannot, then the frequency of meetings and their content need to be carefully negotiated.

(e) Our executive director is the former board chair

This situation arises when a founding and more operational board hires its first ED or when an organization loses it ED without a succession plan and the board chair has to step in, possibly ending up as the ED's permanent replacement. Although probably not as problematic as (d), this is a situation that would require a sure-footed new chair and board.

(f) We have a co-chair model

Some non-profit boards have opted for a co-chair structure rather than a chair-vice chair arrangement. I have written about this model in a previous post here. This arrangement probably means a team of three not two. Toast, jam and cheddar perhaps. Here a more formalized agenda is probably required.

(g) Our board chair is retired and has lots of time to give

Just because your board chair has an interest in, and lots of time to give to the organization, and to the relationship, does not mean that the two of you should meet more often. It is important that the job of board chair be one that is a manageable one. After all, you want to be able to attract someone to the post in the future.

Transparency is important.

Both the board and staff should be aware that board chair -executive director meetings are a regular feature of good governance work. I see no need though for them to keep notes of their conversations especially if they stick to their agreed upon agenda. Their work as a duo should occasionally be referenced around the board table.

Board Chair (at the board meeting): “When Ruth (ED) and I met last week we thought it was time to add this item to the Board’s agenda.

And, in the presence of staff:

Executive director (to a staff member): I have a meeting with the board chair this morning at 8 am to help plan this month's board' meeting agenda. Could we meet later at 9:30?

I've been thinking...

The board chair -executive director team has the potential to be a subtle but powerful duo in the service of good governance. Maybe it is time for the two of you to have a conversation about framing, or reframing, your relationship. This is the starting point. Sitting down across from one another, either of the two could initiate a chat about working better together:

I've been thinking. I wonder if we might talk a bit about how the two of us might be a little more focused and purposeful in our discussions. The board might benefit too if we talked a little about what needs to be, or is likely to be on their agenda over the next while.

Making a change for the better here is not as difficult as you might think. It may not be as ready a treat as toast and jam but it is guaranteed to be a satisfying part of your non-profit's governance routine.

+++ A Note On the Image +++

A "toast and jam" photo seems appropriate here given its occasional meaning. If one says "you are the butter to my bread" or "the jam to my toast" it means that two people are good together, a nice match. As a popular thing to eat, it would seem that "toast and jam is a culturally specific reference. No surprise here. It is likely British, originating in the 19th century. Toast and jam may have been a working class staple. In Scotland a jam sandwich is sometimes known as "jeely pieces". Indeed, Wilkipedia tells us says there is Scottish folk song titled "The Jeely Piece Song" that makes a connection between social housing and the few small pleasures available to youth living without much.

Old Business - New Business

gmacdonald — Wed, 12 Jan 2022 19:42:14 +0000

Non-profit boards usually meet monthly or quarterly and most of those meetings involve multi-item agendas. Tradition tends to rule what the design of the agenda looks like. I think this is unfortunate. This post looks at some easy to adopt ideas that, for most, will represent a departure from their current agenda practices. If board chairs and executive directors, the two people most responsible for the agenda, are prepared to experiment with some new board meeting elements they can give more spring to their organization's governance step. The standard board meeting is a "business meeting", that is, one that focuses discussion under some common headings. These can include correspondence, committee reports, the financial report, and the executive director's report. Indeed, many boards still use the categories “old business” and “new business." The use of a "formulaic" agenda is commonplace. The pervasiveness of "Roberts Rules" is partly responsible. But assumptions about what should be on the agenda also holds much sway and prevents attention to the planning of individual meetings and to the pattern of essential governance work over the course of a year. Efficiency and better time-management has long been the focus in the search for better meeting recipes. Here it is content and deliberation. A one and a half to two hour board meeting ought to be expected. What follows is a look the construction of the board meeting agenda and suggestions for some real alternatives. I will also look at the value of a board calendar, how reports are dealt with and the pre-meeting board package that goes out, Primarily though, I want to suggest how to better ensure that meetings focus less on the past and more on the future.

A typical board agenda

Below is my version of a typical board meeting business agenda. If your non-profit has abandoned some elements of this model already, bravo. Eight to nine items are commonplace. Beyond the first and last two items the agenda can be even longer. In a 90-minute meeting few matters get more than 10 minutes on average. Even if an item gets 20 minutes this is often not enough for any real deliberation by the group. And, the quality of discussion can be worse when directors have not come to the meeting having digested and thought about materials sent out to them in advance.

ABC Society

Board of Directors Meeting

Approval of the agenda
Approval of the minutes of the previous meeting
Correspondence
Old business (or business arising from the minutes)
Financial Report
Executive Director's Report
Committee Reports
- Committee X
- Committee Y
- Committee Z
New Business
Adjournment

Some would say that standard categories similar to these are just fine, consistency and familiarity being most important to the board. Surely most boards would not put this at the top of their list of meeting priorities. The alternative to the standard agenda is one built around the range of governance specific responsibilities that need attention over the long run. This means that to some degree the agenda must differ from meeting to meeting if all of the required board -level work is to get attention. Changing things up starts with agendas that reflect the functions more than the structures of governance. But before revealing what a different design might look like there are a few other practices that can be considered first.

The board calendar

A board calendar is a 12 -18 month timetable for what key topics and responsibility areas should be on the board's agenda and when. Whether a board meets quarterly or monthly (which for many practically means ten times a year) it really needs a work plan. Providing a sense of the pattern of governance work, a calendar is much more than a set of meeting dates. It is an essential board meeting planning tool. Agenda items will differ from meeting to meeting if they reflect governance topics, areas of oversight and key decision items that are on the board's work plan. One's calendar will usually include board nominations, AGM planning, the AGM itself, executive director evaluation, board self-assessment, approval of the budget, the review of specific policies and external compliance. One can even include special events outside of board meetings on the calendar. My overview of a board calendar tool can be found in Governance Guides on this site, This is an easy and effective way to enable a board to vary its agenda to ensure it gives, over at least a year of meetings, attention to both its strategic and oversight roles and even build in a little time to look at its own practices.((For a somewhat different visual image of a board calendar see Joan Garry's excellent post A Planning Guide for Board Meeting Agendas )) A word here about decisions. The number of board-level decisions needed over the course of a year is a poor indicator of governance performance. Indeed, as organizations mature, decisions are more and more delegated to senior staff.((Some decisions are required by governing bylaws to be board decision matters like borrowing or setting up a line of credit)) Motions to approve or accept are often just nominally board decisions unlike their opposite, motions not to approve or not to accept. There are of course important matters requiring deliberation, the weighing of options and the making of impactful decisions. But an organization that that has been around for a while and has put a number of management policies in place will not require many. Policies are in fact decisions, just more enduring ones at least from a management perspective. Indeed, some meetings may not require decisions any other than approval of the agenda and the minutes of the previous meeting. There is nothing wrong with this.

A consent agenda

In the search for ways to find time in meetings for more deliberative matters the idea of a "consent agenda" has been developed. Many readers will know this one already. This is a board meeting practice that sorts routine, non-controversial business and reports into one agenda item that requires a single motion and vote. Normally the items included in the consent motion are: approval of the agenda, minutes of the previous meeting and matters that do not require board discussion, perhaps the approval of a policy that was previously reviewed and revised. There is not much I can add to the idea of a consent agenda. The concept and examples can readily be found online. I have provided a few links in the notes below for those who want to investigate further.((For more on consent agendas see any of the following: Board Forward, Dos and Don'ts of Consent Agendas (2017); Board Source Consent Agendas (2019) and this piece (2014) from Vantage Point, a well-known non-profit consulting outfit in Vancouver. B.C. When minuting approval of the consent agenda set of items one should list each and indicate the single motion to accept and approve all)) The adoption of a consent agenda approach is not a board meeting "game changer" but certainly reflects that someone on the board is paying attention. Be wary though; it too can become just another seldom-examined board meeting routine.

The executive director's report

The executive director's (or CEOs) report is another item that typically takes up a lot of board meeting time. Seldom is its purpose and content reviewed. What a pity. What if, rather than treat it as a routine meeting report item, the executive director and board chair could consider, in planning each meeting, whether the report in a particular month is for "information only" or contains matters requiring board advice, deliberation or even a decision, unrelated to items elsewhere on the agenda. I have written about the construction of the Executive Director's Reports here.. There is also a great 2017 piece here by Robert B. Acton on the BoardSource blog. It is titled: Board Members Zoning Out? Stop Reading The CEO Report. The executive director’s report does not need to be a separate agenda item. Indeed, the intent of the report might be twofold. The first could be to provide information relevant to other, more strategic, agenda items. The second could be to inform the board of matters requiring no verbal report or discussion. Examples of this might be a new hire, a long service anniversary, or a summary of notable points from a meeting with a key stakeholder. The reporting of program statistics also falls into this category. If it is a board's expectation, or even the executive director's, to report on operational activities over the past month, fine. ((It seems me that ED's monthly report could paint a picture of what the ED did or what the organization did. The latter is a better choice if one's goal is to give the board a glimpse of the work that goes on, The ED might also choose to report activities at a "managerial" level; or from the front lines,)) But this information need not always take board meeting time. It could, in some months, be part of the consent agenda.

The financial report

Nowhere is it said that a board needs to spend time every meeting reviewing a financial report. It may want to see one but the report need not be an agenda item. Quarterly financial reports as an agenda item are adequate for many non-profits. Certainly discussion is not required if the organization is operating according to its budget and no, previously agreed to, "red flags" are present.((I plan to tackle the board financial report and the topic of red flags in an upcoming post. An unavailable report is of course one flag but there are only a few others, some related to revenues, expenditures and budget, some to the balance sheet and a couple of others not necessarily revealed by the numbers)) I can however imagine some board members saying:

We have a duty to regularly approve the financial report
It has to be on the agenda but need not take any time

My response to these points is that;

There is no need to "approve" a financial report if it only confirms that the organization is operating according to the board approved budget
Routine approval of the financial report adds little value in meeting the board's financial responsibility if there has been no consideration of what financial information the board really needs and how often
If something is on the agenda it will always take time and attention away from more strategic matters (during the meeting and in preparing for the meeting) even if there is no presentation or questions

So, some of the time the financial report can be sent out as part of the board package "for information" but not included as an agenda item. Boards could also choose to include it as a "consent item" some of the time.((I would add that board "approval" of a financial report for the past period, where the organization is operating on budget, seems odd. "Accepting it" might be a better wording for a motion that acknowledges that the figures are consistent with their approved budget)) Budget approval is often the big board financial item of the year. Typically it is discussed and approved one meeting or two before the end of the organization's fiscal year. This item along with a consideration of the board's financial information needs ought to be a key item on the board's calendar and therefore the central focus of a meeting once a year. Consider, if you dare, moving to a financial report being provided every meeting but added as an agenda item only half the time.

Committee reports

Committee reports also need to be weighed in terms of how much meeting time they will require. Like the executive director's report, unless a committee is requesting board advice or making a recommendation to be voted on, their report, if there is one, can be amongst the "information only items" provided in advance. I recognize that having a "committee reports" agenda item is a way of nudging them about the work they are expected to do. The board calendar, in the hands off every director, should really serve this role. And, rather than utilizing the agenda as a committee reminder, it might be better for the board chair to check in with each board committee outside of meeting time. I suggested earlier that I favour board meeting agendas that reflect functions rather than structures. So, rather than list "strategic planning committee report" as the agenda item consider framing it as "strategic planning". Likewise, "board recruitment" might be preferred over "report of the board recruitment committee". This approach may not appeal to others as much as it does to me,

The board meeting package

Most boards send out, or provide a link to, documents that support each of their meetings. Board members are expected to review these materials in advance. Typically included in the package is

Board Meeting Agenda
Minutes of Previous Board Meeting
Financial Report
Executive Director's Report

and, it could include at various times of the year:

A new or revised policy to be discussed and possibly approved, perhaps from the Governance Committee
A summary of the ED's Evaluation Report, perhaps from the Executive Committee, (marked "confidential" of course)
A written backgrounder or briefing on a particular important decision item
A news item, article or external report pertinent to the work of the organization
Applications and resumes from a potential board member or two, from the Nominations Committee
The management letter recently received from the external auditor, from the Audit, Finance and Risk Committee

I like the practice of listing board meeting support materials at the bottom of the agenda and, if some materials are meant "for information only" or as a "backgrounder" for a particular agenda item to indicate which ones.

Experiment with Your Board Meeting Agendas

Now to the key motivation for my post: encouraging boards and executive directors as "governance planners" to experiment with their meeting agendas.

Board Meeting Agenda: Key Responsibilities

So I will start with an example of an agenda where the main items, functional ones, come from the board calendar, the board's work plan for the year.

ABC Society

Board of Directors Meeting

Approval of the agenda
Consent Items
Board Recruitment: Board Composition and Skills/Experience Discussion. Question: Looking ahead, what should our Board be like? (40 Minutes)
Policy on In Camera Board Sessions - Draft from Governance Committee (20 minutes)
Director Evaluation -Template, Process and Timing - Proposal to formalize our approach - from the ED and Board Chair (30 minutes)

Adjournment Meeting Documents

Agenda
Minutes of Previous Meeting
Financial Report (Information only)
Board Recruitment Skills Matrix (2 samples)
In Camera Board Session Policy (Draft)
ED Evaluation Proposal (2 pages)
ED Evaluation Resources: Two Web Links

When employing consent items, I favour listing them. So, under item 2 above these (for example) would be indicated:

Approval of the minutes of the previous meeting
Financial update: Revenue and Expenditures Compared to Budget

Board Meeting Agenda: Strategy or Goal Focused

A regular business meeting agenda, as in the example just above, is necessary some of the time. But if your organization has a set of goals, perhaps arrived at through a strategic planning process, then it makes great sense for one or two of these to be the most prominent agenda items at some board meetings.((Boards that meet quarterly, typically in longer sessions, might consider a "regular" business meeting for half the time they are together and a goal focused agenda in the other half)) Here is a sample of a more strategic agenda:((For a bit more on the concept of a strategic agenda here is a one-page resource from Board Source))

ABC Society

Board of Directors Meeting

Networking and social time

Review and approval of the agenda
Approval of minutes of previous meeting
Goal: Become best not-for-profit employer in our sector
Goal: Track client success 5 years post service
Quarterly Financial Report
Review of Board-ED communication policy
Next meeting: key Items

Meeting Documents

Agenda
Minutes of Previous Meeting
HR Dashboard: ED Update on our 5 progress indicators
Client Tracking: ED Report on discussion with one funder and two service providers, plus data sharing and privacy issues
Financial Reports: Revenues and expenses compared to budget, YTD
Emerging Funding Challenges -ED report

In this example, all the agenda items could be from the board calendar. My example here does not include a consent item (a number of routine approvals) but could be if one retitled item 2 as "Consent items" and listed them. My financial report example here includes a revenue and expense statement and a funding prospect report from the ED that might focus, for example, on government contracting trends rather than charitable donations. In a different quarter the extra financial report might be on changes to assets and liabilities (balance sheet). The content of the quarterly financial report ought to flow from the annual planning of the board calendar, not from an arbitrary choice.

The importance of governing with goals

Any move to looking at organizational goals at board meetings is to be celebrated. Having a strategic plan of course makes it easy to pick a goal or two for focusing three or four board meetings a year. Having a plan also provides some substance for discussion: a progress report from the executive director or some further consideration of key indicators. A non-profit does not have to have a formal strategic plan for it to have more forward- looking discussions around the board table. Creating a few organizational goals is an ideal topic for a special board meeting, one that sets aside the usual business agenda. Boards and staff can together create a set of goals for their organization, perhaps with a one or two year horizon. Try for 5 goals, 3 focused on mission impact, 1 on future resource development and 1 an operational aspiration.((For more on goal setting see this piece from the website Volunteer Hub, and this piece on BHAG (Big, Hairy Ambitious) goals posted on Michael Brennan's blog. Goals can be valuable even if they are not perfectly aligned with one's overall mission or meet the sometimes-heard "SMART goal" test. meaning specific, measurable, attainable, relevant, and time -bound)) Goal focuses agenda items are not likely decision matters although some reconsideration or resetting of a particular goal might be. It is likely that a goal-focused agenda item would be one where the executive director takes the lead. If it is on the board calendar then there is lots of time for the ED to construct a report on the pursuit of the goal and highlight one or two key items for discussion. Here are a few things to keep in mind when focusing board meetings on organizational goals:

Consider moving to a more strategic agenda for at least half your meetings over the course of a year,
If your organization has a number of goals do not review all of them every meeting
It is OK if, in any period, there has been no progress or even activity directed at a particular goal. The reason for this might require action, or it may not.
Ensure that the executive director's written report clearly addresses progress on the organizational goals that are on the agenda
Schedule the specific goals to be reported on and discussed in your board calendar

The board chair and the executive director

I have written recently about the importance of the relationship between Board Chairs & Executive Directors. This partnership is key to board meeting agenda planning. Perhaps you are not there yet. You may be an executive director who sets the agenda and does all of the board meeting preparation. If so, here is an real opportunity: rather than adding a discussion of "new board meeting format" to the agenda, just change the look of agenda. If you are adding a goal item support it with a short written report on the goal. Be prepared at the beginning of the meeting to say, "I guess you noticed some changes to the agenda. I want the board to give this approach a try". At the end ask, "Well, what did you think of this format"? Should we use it again?" You probably know the saying, often attributed to U.S. Rear Admiral Grace Hopper, that it is sometimes better to ask for forgiveness rather than permission.((There are a number of sources of information on Admiral Grace Hopper, the presumed "ask forgiveness not permission person. For instance see Wikiquote)) This is advice I frequently give to executive directors and board chairs seeking to improve their organization's governance practices.

Some small adjustments

If you are not ready to try the more "radical" board agenda ideas here there are some simpler things to consider. See my notes on each.

Get rid of "old business, new business" categories((Boards should indeed be focused both on old and new business. It would be would better though to divide the board meeting agenda into categories such as "looking backward and looking forward"))
Ditch "business arising from the minutes". I would recommend eliminating "business arising" as a category and just add the follow-up as regular agenda item.
Ditch "correspondence"((The agenda item "correspondence" is a real hanger on. If someone has written to the Board or the Board Chair about a board concern then maybe it gets added to the agenda. Otherwise such matters are a staff responsibility))
Assign approximate times to each agenda item
Bold the text of the main or key agenda items
Add a note to each an agenda item to designate whether it is a decision or discussion item
Indicate on the agenda who will lead or report on each item

"Other business" as an agenda item

I am not sure what case can be made for an "other business" or "any other business" agenda item. It tends to be a catch all for something that does not fit elsewhere. It is another unexamined meeting routine. Often it is a place for board members to announce something that has little or nothing to do with the issues facing the organization. Maybe that is OK. And, sometimes it is a place for a director "bombshell". Humm. One suggestion I have heard is to limit "other business" to suggestions for future board consideration. Then it might be named: "future board meeting suggestions". In the agenda example above I have suggested something similar as the final item. Ending off a meeting with a thanks and a look to the future work of the leadership team is an idea worth considering. Board chairs may want to make a note on their own copy of the agenda.

Community building

I am a fan paying at least a little attention to the social value of board meetings. A check-in before jumping into the agenda works for many, I am not sure though that regular board meetings, whether they rely on a routine agenda or a strategic one, are the best place for board or board-staff "community building". There is so little time and so much to do. Consider instead adding to the time the board commits to other kinds of engagement with the organization.

Have a longer that usual board meeting ( 4 hours if the norm is 2) perhaps involving the sharing of food as well as a more personally-focused check-in
Use your executive director update email or newsletter to share organizational news not closely related to board business
Plan some board or board-staff gatherings outside of regular board meeting time.

Other kinds of board meetings

Not every board meeting needs to be a business meeting, that is, one with multiple agenda items. Single focus meetings have an important role to play in good governance. They too will take planning and maybe by others than the board chair and executive director. These will probably not happen if they are not built into your board calendar. Consider inserting two meetings into your annual board calendar (if you generally have 10 meeting a year) focused on:

Strategic planning or goal brainstorming meetings
Meetings around a single topic facing your organization or sector
Board education
Topical meeting with a outside guest as presenter
A joint board meeting with a sister organization
A meeting of multiple stakeholders hosted by the board

Please try to avoid adding small items, what someone I know called "board administrivia", to your focused special topic meetings.

So, what's stopping you?

I have suggested how one might design a more strategically-focused board meeting agenda. Part of what is involved requires regular planning of the agenda and a move to reports that do not always become agenda items. Does adopting the ideas above involve taking a risk? Consider answering these 4 questions about changing your board's meeting agenda. You may have heard a version of these before:

What will happen if we change up the board's meeting agenda?
What won't happen if we change up the board's meeting agenda?
What will happen if we do not change up the board's meeting agenda?
What won't happen if we do not change up the board's meeting agenda?

Over to you, board chairs and executive directors - or anyone else on the board. Comments and suggestions on this post would be really appreciated. How have you improved your board meetings? Note: the experiment icon used above is from FreePic (/www.freepik.com) from the site www.flaticon.com.

Committees Checked Out

gmacdonald — Tue, 05 Oct 2021 19:24:38 +0000

For many people, boards and committees go hand-in-hand in the structure of a non-profit organization. Committees though, are one of the elements where assumptions often rule on what ones to have, not always to good effect. What I will try to do is to sketch out what board committees non-profits ought to put in place, ones to be careful setting up, and what steps, like written terms of reference, can help to make them effective. Perhaps I can take the guesswork out of the picture. The subject is "board committees" that is, bodies established by the board, made up of board members, although not necessarily exclusively board members, and accountable to the board. The term "standing" or regular committees rather than "ad hoc" committees is the main focus.((The term "standing committee" refers to subgroups set up as continuing bodies. "Ad hoc" committees are those formed for a limited period of time to address a specific need or undertake a time limited task. Normally when the work of an ad hoc committee is completed, the committee is dissolved)) My take on the subject applies to organizations with a governing or policy board and that employ an executive director/CEO. Committees can be useful for doing work that the whole board does not have time to give to, like drafting policies, identifying options and constructing recommendations. They are also useful vehicles for engaging in tasks that require board member involvement that cannot be done around a group-meeting table. This includes research on governance practices and/or contacting and interviewing board candidates. There is no doubt that committees are a valuable mechanism for involving people, sharing the work, ensuring that different perspectives are incorporated and cultivating volunteer leaders. Most non-profits I know require that every director be a member of at least one committee.

What committees?

Here is my list of what board committees are typically found in non-profits. I will look at each area or subject grouping in turn and offer some thoughts on whether and when a small group is needed.

Personnel or human resources
Financial management
Recruitment and nominations
Executive
Governance, board development or policy
Audit and risk management
Fundraising

There are other important areas of governance, like strategic planning, that can really benefit from committee-level work. I will take this up at the end of post.

1. Personnel or human resources

From my observations board committees having to do with the non-profit as employer can take three different paths, One is about helping the executive director manage staff - a personnel committee. The other two are typically about creating HR policy or else evaluating the executive director. Of all committees on my list, the first of these variations, the personnel committee is the one that can be the most problematic. That is because it is the committee mostly likely to put the board in a micro-managing role, effectively lessening the accountability of the executive director to the board for managing staff and program volunteers. More importantly, it is confusing to those who work for the organization. Who do they really report to? Human resource management is, for the most part, an operational area. Most non-profits have seen fit to do way with a personnel committee of the board. If a board is concerned about the work life of staff, and they certainly should be, a clear and principled HR policy, in effect a clear set of executive director expectations for creating a great workplace, is the best tool.((For more on the HR role of the board the publication The Board's Role in Human Resource Management by Sidney Abrams, originally published in the U.S.A. by Board Source. It is here. )) If your non-profit has had staff for a while you may have already some basic HR policies in place. The development of a broader or high-level HR policy is a task for a '' policy development committee”, perhaps an ad hoc group composed of board and staff. Such a group might initially create your non-profit's HR standards and then be reconstituted when these need to be reviewed. I have seen HR committees that, despite the name, are mostly focused on executive director evaluation. This is a governance not an operational matter. Striking a small committee can be excellent approach to this key task, especially when they work with the ED to first determine evaluation criteria and processes. This is also an area of responsibility that can benefit from some "good practice" research by the group. Calling this an HR committee is possibly confusing to board and staff alike. I can almost hear a few readers ask: "what do you do when you have volunteer directors who bring HR management experience to the board?" Well, be careful. One could consider establishing an operational committee, not a board committee, to advise a new ED. However it is probably better to ask a board member with HR experience to meet one-on-one with new executive director until he/she has a handle on this part of the role.

2. Financial management

Alongside HR, financial management is the other operational area where boards want to see the adoption of good organizational practices. But is there a need for a board committee? Financial management is a worrisome and unfamiliar area for many board members so the tendency is to want more oversight than the board as a whole can provide, and more information than can be processed at a board meeting. And, this is an area that is often not the strong suite of a new executive director. These are very understandable reasons for wanting a financial management committee, but perhaps not good ones. I think the need for a committee with a finance or accounting focus depends on what "business" one is in, the financial complexity of funding (e.g. multiple sites and programs) and the organization's growth aspirations. Also, non-profits providing publicly funded programs frequently have onerous financial tracking and reporting obligations to government. This requirement ought to be taken into account when boards consider the level of oversight they too need. Like HR, this is an area that can take more than one functional path.((For more reading on finance committees see this piece Finance Committee Fundamentals from BoardSource)) The idea of an operationally-focused committee to oversee and help the executive director on all things financial often ends up micro-managing. A better alternative for a new ED might be some financial management coaching, perhaps from a board member, or by an external paid consultant. There are some financial issues that may benefit from committee-level work. Here are three:

Financial policies
Budget
Reserves and investments

And there are these ones that I will I cover under their own separate headings:

Audit
Risk management
Fundraising

Few non-profits that I know of have a set of high-level financial management policies. A committee to develop these would likely be more of a board and staff team that includes the treasurer, rather than a board committee. For more on the subject of a financial management policy see my October 2020 post, De-cloaking Policies here and my sample financial management policy here. A budget committee, that is one to construct next year's budget, may make sense if the organization is new, has suddenly grown exponentially, or has a new executive director, Otherwise, it is up to the executive director to draft a budget for the coming year, with substantial input from program staff, and then to go over it around the board table. The treasurer should be involved in at least one budget preparation meeting and ideally be the person to present it to the board with the ED. Non-profits often find themselves with surplus funds, either as result of good management or unusual circumstances. Some, especially those that rely on donations, might at times bank a lot of money to be set-aside for a rainy day. In either or both cases a reserve policy and an investment policy are good to have. A reserve policy is pretty common but it does not require a committee to craft it. A standing committee on investments one usually associates with foundations. They need one to look at and manage a large investment portfolio. So you might consider a board-staff team to meet and develop a policy in each of these areas, reserves and investments. Ensure that the policies include board reporting requirements.((The Imagine Canada Standards Program (B8) requires non-profits with "investable assets over $100,000" to have an investment policy )) For a great introduction to reserve funds take a look at this 2021 article from Propel Nonprofits.((Another resource on reserve funds, especially for Canadian charities, is this 2020 piece by Mark Blumberg, on his site, Canadian Charity Law)) On non-profit investments see this short 2020 piece The Importance of Establishing a Nonprofit Investment Policy from the U.S company Board Effect here.

3. Recruitment and nominations

Recruiting and nominating new board members is clearly a board responsibility and a board committee function. Normally such a committee would be responsible for:

Keeping track of existing board member terms and intentions to remain involved
Developing a set of needed board member attributes and skills (board composition)
Designing a recruitment process - how to generate member or community interest in board volunteering
Creating and maintaining a list of potential board candidates (ideally with a 3 year horizon)
Designing a candidate application, selection and interview process
Bringing candidate recommendations forward to the board for consideration before names are brought to the AGM

Sometimes the work of such a committee, because it is somewhat episodic, can be folded into the work of a governance committee. There are lots of good resources available to help with nominations and recruitment.((On the subject of board recruitment see the U.S organization BoardSource: Board Recruitment))

4. Executive committee

Executive committees, made up of the Board's officers and the executive director, is one area where there is divided opinion in the non-profit world. The main concern is that they can become a mini-board or a group of insiders. Some non-profits have done away them, others have created terms of reference for them that limits their decision-making power. More on committee terms of reference in a bit. An executive committee with the following governance focus may make sense:

Set, update and maintain the board’s governance calendar
Decide what decision matters should come before the board
Ensure the board is balanced in its focus on operational oversight and strategic work
Determine the agenda for board meetings (in collaboration with the Executive Director)
Determine what materials should be sent to support board meetings.
Monitor the work of committees
Ensure that there is a process for board succession planning
Ensure there is a process for the evaluation of the executive director

Using the executive committee, or a subset of it, may be the better mechanism than a separate committee, for conducting the evaluation of the ED. Should an executive committee be empowered to make board-level decisions in an "emergency" situation? I would not preclude them from doing so but would want some clear limits on the committee's power and clear requirements for communication to the full board. The value of having an executive committee may be less where the chair-executive director team works well as governance pair. See my June 2021 post on Board Chairs and Executive Directors here.

5. Governance committee

A governance committee is probably regarded the "sine qua non" of board committees; I never thought I would use this Latin term. It just means "essential". It is generally agreed that a governance committee ought to concern itself with how well the board itself is functioning. It is not unlike what might have been once called a board development committee. There is no perfect recipe for what should be on this committee's plate. As I indicated above, board recruitment could be one of their tasks. My list of governance committee responsibilities might also include:

Developing clear expectations around the role of the board chair and other officers. Likely this includes creating and reviewing position descriptions for each executive position
Creating and bringing to the board policies on board conduct, conflict of interest, in camera sessions and board minutes
Conducting, or helping conduct, a board orientation for new members
Ensuring the organization's incorporation bylaws are up to date
Ensuring the submission of the non-profit's annual charity return
Ensuring there are written terms of reference for other board committees
Developing a plan for the board to review existing operational policies
Advising the board on its size and board member terms
Researching and recommending a tool for board self-evaluation and perhaps facilitating the process
Assessing the value of, and organizing, a board education session or retreat

To the extent that a governance committee is charged with creating and reviewing policies, it is important to remember that both governance and operationally-focused policies are needed. Although the latter may come forward to the board from the ED, the Governance Committee should be the body keeping track of what policies need to be developed or reviewed. And, I almost forget, if there is a board manual, the governance committee is probably its rightful steward.

6. Audit and risk management

If you keep up with non-profit sector trends you are probably aware of all the talk about "risk management" including the importance of a board committee to examine this territory. The topic has given rise to what is almost its own consulting industry. I am not convinced by the case often made for a risk management committee, but stay with me. There is also a tradition in the sector, at least by large charities, of having an audit committee. I am not convinced of a need for one of these either, certainly not across the spectrum of both small and large non-profits. Can the two areas be usefully combined into a single committee? Perhaps. Risk management, is more or less about applying a "worry" or "what if" lens to everything a non-profit does. There are financial risks, human resource risks, client risks, and reputational risks. Some are internal, some external. Financial risk, from what I have read, seems gets most of the attention. In almost all cases unwanted and unanticipated risks (bad things) can be "managed" by creating adequate policies and procedures. I have hinted at this remedy above, if not in many of my other posts. Lets not forget that non-profits may have to consciously take risks in order to effectively address their mission. If yours wants to be bold, to try to break new ground, then some risks go with the territory. Two areas of worry that I think certainly deserve attention are client risk and reputational risk. Non-profits that support vulnerable clients shoulder a lot of it. Non-profits that are engaged in community change work, given today's unforgiving social media environment, are susceptible to having their reputation damaged inadvertently. Both are areas where a board conversation about "what measures are we, or can we take" to "minimize unwanted things happening" is important to have. The annual audit is an important independent source of board information. Typically an audit committee would meet with the executive director to ensure it is prepared for the auditors to "arrive" and prepare some question for them. After the audit results are received the same committee typically meets again with the auditors to review their recommendations. Combining the two areas under a single committee makes sense if your board's worries are financial and the people on the committee, some possibly conscripted from outside, have expertise to offer. So you may want to consider a "finance, audit and risk management committee" with responsibility for creating financial policy as well as overseeing the audit and looking at risk management. If you want to read more about audit and risk committees see the notes below.((Readings on the role of risk management and audit committees is readily available. With respect to risk management see the Chartered Professional Accountants of Canada's (CPA) 20 Questions Not-for-profit Board Directors Should Ask about Overseeing the Management of Risk here Also see The Nitty Gritty of A Risk Committee from the U.S. Nonprofit Risk Management Centre here. On Audit Committees see this 2019 guidebook from Grant Thornton Canada))

7. Fundraising

Fundraising usually tops most lists of non-profit board challenges. But nowhere is there more confusion over what board committees to have than in this area. Please take note that there are experts with much more experience and more to say on this particular subject than me. I am just a reporter on this item. There is lots of advice freely available on the fundraising role of board members and committees. When one sees the term fundraising in articles on non-profits, the authors are almost always talking about charitable donations, income received from individual donors. So fundraising and development are seen as synonymous. It is important to remind ourselves that there are three sides to non-profit "fundraising": the search for grants and contracts, the building of earned income streams from social enterprise activity, and the cultivation of charitable donations. From a committee perspective the three areas of work are apples, oranges and bananas. None of these, to my mind, make a good case for a "board level" fundraising committee. Boards clearly have a role in determining what the organization's funding model should be, or at least what model makes the most sense at its current stage. This is a big strategic question, a whole board discussion. Based on the model adopted, a board likely has work to do creating some goals and policies to help guide the implementation of the model. If your organization is one that is currently, or is intended to become, one dependent of charitable donations then it needs a development committee responsible to staff. In other words not a board committee at all but likely one populated by some board members. In some quarters, board members are regarded as "the" conduit to wealthy donors. If this is your organization's funding model there is lots to read on the topic. If not, that's fine too. ((Much has been written about board fundraising committees, which I refer to as Development Committees. Here is a piece by Joan Garry, What Makes a Great Board Fundraising Committee?)) This argument against having a fundraising committee of the board is well made in the 2014 piece Lets Ditch The Fundraising Committee on the website Cause & Effect here. It is written by Gayle Gifford, a well-known U.S consultant based on the East Coast. A board committee to plan and organize an annual fundraising event (with the assistance of staff) is an idea that can make sense, especially if board engagement is a key goal, but event fundraising is a territory unto itself. Your board will want to do some research here too.

Committee terms of reference

I have already mentioned the importance of committees having written terms of reference. They are like committee job descriptions. What should they contain? Here is my suggestion or template:

Name of the committee
Purpose of the committee
Key tasks or responsibilities
Authority
Membership - composition, size and member terms
Deliverables or products of their work
Board reporting expectations
Annual work plan

Authority in this instance refers to its ability to act on its own, within the boundaries described, on behalf of the organization and without having to seek further board approval. Its ability to act may or may not include some limited direction of staff. One concern with standing committees is that they need more than a job description. Good group work benefits from short-term goals and timelines. This means that committee terms of reference should be revisited every year.

Other board committee ideas

First, more board committee work is often needed at the formative stage of an organization's development, or when it is time for a organizational "reset". A reset can, for example, happen in conjunction with the appointment of a new executive director or the decision to seek and work towards accreditation.((I already mentioned this in an earlier note but the best know non-profit accreditation program in Canada is the Imagine Canada Standards Program. Here is the link, click on the video)) Second, I know non-profits strike other committees than the ones described above. The term "ad hoc" means created for a particular purpose as necessary. Marketing committees and website committees are two of the ones that one sees. These can be useful in involving board members as "volunteers". Certainly board members can add value beyond advising the ED and staff on such matters. Setting meetings, chairing and taking notes are welcome contributions. The idea of a strategic planning committee as a joint staff and board initiative is one I really like even when an organization decides to hire an outside consultant/ facilitator to take them through the process, often over a period of months. Here too board members can contribute in practical ways. Third, non-profits might broaden the language they use around small group work. The term committees is fine but so too are teams and task groups. They evoke the idea of more action-oriented board member involvements. Fourth, board committees and task groups are also excellent vehicles for tapping into external expertise and involving volunteers who are not, or at least not yet, board members.

The "Three Committee Model"

I recently came across an intriguing concept, the "Three Committee Model". It seems to have been first suggested by U.S. consultant David L. Piana in a 2009 Blue Avocado article. ((see David L. Piana, Boards Should Only Have Three Committees, Blue Avocado, June 7, 2009 here )) The idea calls for a governance committee, an internal affairs committee and an external affairs committee.((Piana suggests the external affairs committee be concerned with fundraising, marketing and public relations. Instead, I might suggest somewhat differently: fundraising (if it has a development orientation), membership and stakeholder relations)). I would sure welcome reader comments on this idea.

Finally...

What board committees do most non-profits need? In terms of standing committees my answer is at least two:

Governance committee,
Recruitment and nominations committee.

I might add an executive committee keeping in mind its pitfalls and the important role it could play in executive director evaluation. Depending on your organization's business or field a finance, audit and risk management committee might also make sense. Keep in mind that fewer committees certainly means less work for staff and fewer meetings for volunteer board members. That could be good for the former but not necessarily the latter. Project oriented teams might be a better board involvement alternative, Like all non-profit governance practice ideas, the role of board committees depends on the organization and its circumstances. There is no need however to act on assumptions about what ones are best suited to your organization.

++++ A Note On The Image +++

The image above is one of a line of people sitting in chairs on the ocean floor. They are checking out the tides of the Bay of Fundy, the world's highest. Likely it is taken on the Avon River that flows into the Bay. When the tide is "out" there are lots of places where one can walk and explore, or sit, although keeping a tide table handy is recommended so you do not get stranded. This image is from provided by a restaurant called the Flying Apron Inn and Cookery in Summerville, Nova Scotia. They can can arrange for a group to "Dine on The Ocean Floor" table and all. Here is the link. Image used with the business' permission. Thanks so much Not sure what the photo has to do with board committees. Thoughts? Perhaps, without some guidance, they too can be stranded.

What If We Do Not Have Quorum?

gmacdonald — Wed, 27 Apr 2022 17:40:25 +0000

A while ago another consultant on the East Coast of Canada emailed me with a question "What should I advise my client about handling the minutes of a meeting that failed to have a quorum of directors present?"

I assumed that there was not much one could say other than "no quorum, no meeting". After some research and reflection however, I now believe there is much more that can be said.

I know though from conversations over the years that many boards struggle with getting quorum at directors meetings and at annual general meetings. So, here are what I think are four key questions:

How can one avoid the problem of not achieving a quorum of directors?
What can the directors who are present do when they do not have quorum?
How do we ensure a quorum of members shows up for the AGM?
Should we amend our quorum rules to make them less stringent?

I did respond to my colleague's inquiry and thanked her. This post is a longer version of my response.

Before tackling these questions, what is actually meant by the term "quorum"?

Turning to Wikipedia, a "quorum' is the minimum number of members of a deliberative body that must be present to conduct the business of that group". According to Robert's Rules, having a quorum is protection against minority rule within the group.((Robert, Henry M., Robert's Rules of Order Newly Revised, (11th edition) 2011, p.21. Cited on Wikipedia)) As readers of my blog will know, I am not a devotee of Robert's Rules but here certainly they make sense,((A non-profit is not bound to operate according to Roberts Rules or equivalent procedures unless the bylaws they have adopted state so. They seldom do. Non-profit boards certainly are free to create their own rules and adopt them as a matter of policy. See my February 2017 post Do We Need a Motion For That?))

Where quorum is concerned it is all about the voting members or voting directors present. Meeting guests, ex officio, staff and non-voting persons, are not part of the count. No surprises here.

For most incorporated non-profits the requirement for a quorum at meetings, both membership meetings and board meetings, is specified in their bylaws. This means that it is a requirement that has some legal force over the conduct of the organization, certainly so if someone complains about matters of process. To ignore quorum rules is an invitation to greater difficulties.

Some complications

What is seldom discussed is when is quorum is to be counted in a meeting, Some sources say is that it is the number of voting directors present when the meeting begins, when it is time for the "call to order" in Robert's Rules parlance. The suggestion here is of course that directors could leave the meeting anytime after, but could not join the meeting later to make quorum when a decision is before the group. Other sources suggest that if someone leaves the meeting and quorum is lost, the meeting must be suspended. Add in the matter of someone recusing themselves because of a conflict of interest and the idea of quorum gets even more complicated. ((An interesting piece from 2012 is Quorum and Conflict of Interest How Does That Work from Nelligan Law, the website of the Ottawa firm Nelligan, Obrien Payne LLP)) So, should a meeting that unexpectedly fails to meet quorum go ahead following the agenda anyway? The short answer is no. What if quorum is achieved by someone arriving late? Robert's Rules and sometimes one’s own bylaws would say too bad, the opportunity to proceed with the agenda is lost. I suspect there are lots of situations where a board will put off a decision until later in the meeting in the knowledge that someone is on the way. I am not a stickler for rules that exist because of parliamentary rules or traditions. But I a stickler am about sloppiness in what is a democratic process. Boards that struggle with quorum would do well to better articulate their own rules on their meetings proceeding in a short policy or when amending the bylaws. Before I go any further, I need to remind the reader that "achieving quorum" means one has met the minimum requirements in cultivating commitment to, and interest in, what one's organization does. Always having quorum is not a badge of honour. Now to the four questions....

1. How can one avoid the problem of not achieving a quorum of directors?

Is your quorum problem a surprise event or a re-occurring one? The sudden occurrence of a insufficient number of voting directors might suggest merely that there is no expectation that people send their regrets to the chair or secretary in the event they realize they cannot attend. This would seem an easy matter to remedy, perhaps with just a friendly reminder. But there is more to be considered if your board meetings are frequently unable to meet quorum or, if they do have quorum, it is usually just one director over the minimum number required. Maybe the numbers are close because it is the same people who consistently show up and the same people who do not. If this is the case then several "difficult conversations" may be needed, one-on-one certainly. Most boards have attendance rules that can be applied to its directors. A persistent case of lack of a quorum often points to a more fundamental problem or set of problems with one's board, how it understands its role and how its conducts its meetings. Missing from its practice may be:

An board recruitment process that involves a real conversation that seeks to match candidate and board expectations
Board orientation for new directors
Clearly articulated board member responsibilities
An understanding of the board's role in the achieving the mission of the organization
An annual board calendar or map of the boards work ahead
Attention to good board meeting planning
An engaged and effective board chair

2. What can the directors who are present do when they do not have quorum?

The options available to a board that does not have enough directors to meet quorum are the following

Reschedule the meeting
Cancel the meeting
Do something else
Finesse the situation

Reschedule The first option depends on how important the meeting is, or was to be. If there are important things to get done or decision to be made, rescheduling makes sense. If there was a critical matter before board and everyone knew this beforehand and still there were not enough directors present then the failure get a quorum must have been a fluke. Hopefully there are not other reasons. Also, if you are a board that has its work plan set out for the year, and it is a plan dependent on all your meetings, then rescheduling is probably necessary unless it is possible double up the work at the next regular meeting, in part by extending the meeting time. Rescheduling should be somewhat easy since all the preparation work and material for it have already gone out, What will be required will be some checking on people's schedules and maybe some gentle urging, Hopefully the board chair will take on a piece of this work. If you opt to double up the meeting with the next one, then some agenda re-planning will be necessary. Cancel the meeting For many boards missing a regular meeting would not be the end of world. Lots of board meetings follow a routine agenda and report approvals are not critical decision matters that must be made every month. So, and do not like saying it, cancelling a board meeting is often not a big deal,((The frequency of regular board business meetings is a topic I have written about. For example see my 2017 piece Repurposed Meetings. A recent post by Joan Garry Your Monthly Board Meeting is a Waste of Time, Heres Why is worth a read too)). A board should not feel obliged to meet month in and month out (often 10 times a year) as is common practice. Boards that meet quarterly are in a different position; lots more can happen to an organization over a three-month period. Cancelling is a reasonable option too when the relevant operational reports are already in directors' hands. The board has been informed about key matter and, as is often the case, all is well. There are no consequences, legal or otherwise, to cancelling a routine board meeting. A final thought here. In the event there is a cancellation, especially one due to a lack of quorum, the Board chair should apologize to the executive director and to any others who have prepared for and set the time aside for the meeting.

Do something else

If a board meeting cannot proceed and nothing can be decided is there something else can be done by those who have shown up? Well there may be something on the agenda that could benefit from more discussion than would have been possible had the meeting gone ahead on multiple items. One could even take some notes of the conversation on that topic to provide as background for the whole board at the next meeting. By the way, this was the board minutes solution my consulting colleague ended up recommended to the group she was advising. Notes of the discussion by the small director group were brought to the next board meeting and appended to the minutes. Maybe those present could have a discussion about a board level topic not on the agenda. Maybe the topic is improving attendance like "beyond meeting meeting quorum". Having an annual board calendar means that lots of board topics ought to be on the radar. I would be careful about using the moment as an opportunity for the group to give advice to the executive director or for the executive director to seek some. It would be better used as an opportunity for some board-level reflection.

Finesse the situation

I read on a condominium resource site, one that I cannot now find, that if the board fails to have quorum, a couple of people should go around and knock on the absent directors' doors. It is not so easy with a community non-profit. The term finesse has several meanings, one is to skilfully handle a delicate situation, another is to inject some trickery into the play, as in a card game. Should a board, faced with a critical and urgent decision but being one or two directors short of a quorum, have the meeting anyway? Might it invite the directors not present to weigh in afterwards with a visit, a phone or video call and, once their views and vote have been taken into account, complete the minutes to reflect the decision made by a quorum of directors? Boards should be very careful here to avoid gaming governance. If an important board decision is urgently needed, no quorum is present, and one's bylaws are open to some interpretation on when "quorum" is in effect, it would seem to me that one could consider:

A conversation after the meeting with all the directors not present to secure their "vote". That conversation must fully inform them of the considerations raised by the directors who were present and capture any additional views.
The resulting board minutes should be fully transparent in disclosing the board's departure from normal practice

I admit I am uncomfortable with this option, although not the two points of advice associated with it. A vote, by e-mail for example, without the opportunity for real deliberation by all on the board could be legally suspect. This is a related situation. That a board would get itself in this position, the need to decide on an unanticipated and urgent matter, suggests the need for some reckoning. Rescheduling the meeting ASAP seems to me to be a better option. Some readers will no doubt object to my "opening the door" on this at all. But as most of us know, "things" happen.

3. How can we insure a quorum of members shows up for the AGM?

The non-profits I know vary in the importance they assign to their annual general meetings. For some the AGM is an important element in their accountability and community building efforts. For others it is merely a perfunctory exercise that fulfils the requirements in their bylaws. I hasten to add that some organizations pay lots of attention to accountability and community building, but do not look to their AGM as a key means of doing this. The importance of an AGM often hinges on a non-profit's membership model, a model usually described in the group's bylaws. Typical membership structures, with the pros and cons of each, are outlined in this recent piece from Nonprofit Law Ontario. Generally speaking the requirements of an AGM agenda are fixed and report focused. They too are often prescribed in one's bylaws. Other than the election of a board of directors there is usually little to attract members to an AGM. Changes in the organization's bylaws, often the other reason a quorum is important, are seldom a draw. However, add in some social networking time, snacks and guest speaker or panel discussion and it can be.((For non-profits that want to inject greater interest and energy into their AGM see this February 2017 post by Kira Page" "How to Make Your AGM Great, Not Just Necessary from the Quebec-based Centre for Community Organizatons, COCo)) Without some AGM planning and promotion, ensuring that there is quorum present can be challenging. What else could you do?

4. Should we amend our quorum requirements?

An easy way to fix the "we cannot get quorum" problem might be to lower the quorum requirements. This is simple answer, democracy not withstanding. There are some legitimate cases for change. I will start with the board. Board meetings A case for lowering one's board meeting quorum requirement ought not be tied to poor attendance. However, boards nowadays tend to have between 8 and 12 voting directors, The expected quorum would be half plus one in the case of an even number of directors, or an actual majority in the case of an odd number of directors. ((There has been some research on voting preferences where a board has an odd or even numbers of directors. One of my first posts from 2013 is on this topic. Is Your Board Somewhat Odd )) But what if one's bylaws specify that the maximum number of director on the board is "up to14", but only 9 positions are filled? It is not good for the bylaws to state the actual number that constitutes quorum. A quorum for 14 directors would be 8 but in the case of they're being only 9 elected directors, the majority number would be 5. The bylaws should be amended to indicate a "majority of directors". Members' Meetings Identifying what the quorum should be for an AGM or other membership meeting is really a question of judgement, perhaps even of one's organizational values. Where a percentage of directors is the approach to quorum when it comes to the board or directors meetings, an actual number is probably better to use for an AGM. How many members should and can your board draw to the AGM? Are you going to put some effort into getting members out? If your non-profit is really a membership organization and the members have a direct stake in the work of the organization then a quorum that is more than symbolic may be desirable. Local business associations, ratepayers groups and professional or licencing bodies come to mind. Symbolically though I like the number 25. It is a figure that is probably double the size of the board. This means that AGM motions, if there is any difference of opinion, cannot be carried by just the directors present. If your organization's members are really effectively the current board, some past board members and perhaps the staff, a smaller quorum is probably reasonable. A quorum of 15 members may a large enough group for such a non-profit to proceed with the meeting. It is reasonable to expect that the quorum requirement for annual general meetings or membership meetings might be something to look at and might change over time. Perhaps community interest in the work of the organization is not as energetic as it was when the organization was founded. A smaller quorum might be considered. Alternatively, the membership model on which the organization operates could have become more, not less robust. A larger quorum than originally anticipated might be the direction to take.

Is it time to revisit your meeting quorum rules?

I expect this post will be of greater value to non-profits that have experienced quorum problems than it will to those who have not. But do not look to changing meeting quorum requirements if the problem is really lack of commitment, understanding and shared expectations. Remember, the requirement for quorum is some protection against totally unrepresentative action by a group by a small number of persons. It constitutes a measure of accountability. Hopefully most non-profits will not look solely to board meetings or members meeting to exercise this larger responsibility.