It’s no secret that some nonprofit board members cruise through their term of board service with minimal involvement. McKinsey Company, a well-known consulting firm, has suggested five steps that can be used to counteract this passivity in for-profit boards. * With a few tweaks, McKinsey suggestions (in bold) are relevant to the nonprofit board environment where director engagement is often a challenge.
Once Again: How to Keep Nonprofit Board Members Informed.
By: Eugene Fram. Free Digital Image
With high performing nonprofit organizations, board members will rarely be invited by the CEO to participate in operational decisions. As a result, management will always have more information than board members. Yet the board still needs to know that is happening in operations to be able to perform their overview process. The name of the game is for the CEO to communicate the important information and to keep board members informed of significant developments. Still, there’s no need to clutter regular board meetings by reporting endless details about operations.
Once Again! What Are the Best Risk Levels for Your Nonprofit’s Investments in a COVID 19 environment and after it?
By Eugene Fram Freed Digital Image
Some nonprofits have significant investment accounts. The following are some guidelines to help develop investment policies during and after COVID 19. These funds may have been accrued through annual surpluses/donations or have been legally mandated to cover future expenditures through a reserve account.
How does your committee define risk, and how much are you willing to take? * Most nonprofit by-laws require a nonprofit to conservatively manage and invest its funds. This give the investment committee a wide range of policies to employ.
I have encountered ultraconservative nonprofits that invest all funds in several bank savings accounts that are protected by the Federal Deposit Insurance Company (FDIC). Those that advocate this position feel that they don’t want to assume responsibility for loss of donor or membership funds that might occur, even temporarily, with investments in a mix portfolio of investment opportunities such as stock funds and/or rated bonds. (more…)
Whenever the time is ripe to select a new nonprofit CEO, I think of the old joke that says “…every person looks for the perfect spouse… meanwhile, they get married.” By the same token, nonprofit directors seek perfection in a new ED/CEO– and find that they must “settle” for less. But there are certain definitive attributes that are essential to his/her success in running the organization. With the pressures of increasingly slim budgets, fund development challenges and the difficulty of recruiting high quality employees, the 21st century ED/CEO must be action oriented and come equipped with at least a modicum of the following abilities: *
Once Again! Nonprofit CEO: Board Peer – Not A Powerhouse
By: Eugene Fram Free Digital Image
Some nonprofit CEOs make a fetish out of describing their boards and/or board chairs as their “bosses.” Others, for example, can see the description, as a parent-child relationship by funders. The parent, the board, may be strong, but can the child, the CEO, implement a grant or donation? Some CEOs openly like to perpetuate this type of relationship because when bad decisions come to roost, they can use the old refrain: the board made me do it.
My preference is that the board-CEO relationship be a partnership among peers focusing on achieving desired outcomes and impacts for the nonprofit. (I, with others, would make and have made CEOs, who deserve the position, voting members of their boards!)
Questions For Nonprofit Board Meetings—And Why They Are Needed
My greatest strength as a consultant is to be ignorant and ask a few questions. – Peter Drucker
By: Eugene Fram
Knowing the right questions to ask at a nonprofit board meeting is a critical part of a board member’s responsibility. Following is a list that, as a nonprofit director, I want to keep handy at meetings. * I also will suggest why I think each is important in the nonprofit environment. Compliance and overviewing management alone do not guarantee success.
A Nonprofit Board Must Focus On Its Organization’s Impacts
By: Eugene Fram
“One of the key functions of a (nonprofit) board of directors is to oversee (not micromanage) the CEO, ensuring that (stakeholders) are getting the most from their investments.” * State and Federal compliance regulations have been developed to make certain that boards have an obligation to represent stakeholders. These include the community, donors, foundations and clients, but not the staff as some nonprofit boards have come to believe. The failure of nonprofit boards, as reported frequently by local national blog sites, show something is wrong. Following are some inherent problems that derail boards from focusing on impacts.
The Enron Debacle, 20 years Ago—2021 Lessons for Nonprofit Boards?
By: Eugene Fram Free Digital Image
In 2001 Enron Energy collapsed due to financial manipulations and a moribund board. It was the seventh-largest company in the United States. Andrew Fastow, the former CFO and architect of the manipulations served more than five years in prison for securities fraud. He offered the following comments to business board members that, in my opinion, are currently relevant to nonprofit boards. (http://bit.ly/1JFGQ6T) Quotations from the Fastow article are italicized.
• One explanation of his downfall was he didn’t stop to ask whether the decisions he was making were ethical (moral).
Nonprofits directors and managers can find themselves in similar situations. One obvious parallel is when a conflict of interest occurs. In smaller and medium sized communities, it is wise to seek competitive bids, especially when the purchase may be awarded to a current or former board member or volunteer.
Board members and managers themselves can be at personal financial peril, via the Intermediate Sanctions Act, if they wittingly or unwittingly provide an excess salary benefit to an employee or an excess benefit to a volunteer or donor. Examples: The board allows a substantial above market salary to offer to the CEO. Also the board allows a parcel of property to be sold to a volunteer or donor at below market values. See: https://www.irs.gov/charities-non-profits/charitable-organizations/intermediate-sanctions
One subtle area of decision-making morality centers on whether a board’s decision is immoral by commission or omission. Examples: In its normal course of client duties, the board allows managers to travel by first class air travel. Obviously, resources that are needed by clients are being wasted and morally indefensible. On the other hand the moral issue can come in to play, if the nonprofit is husbanding resources well beyond what is needed for an emergency reserve. The organization, in a sense, is not being all it can be in terms of client services or in seeking additional resources. Overly conservative financial planning, not unusual in nonprofit environments, can result in this latter subtle omission “moral” dilemma. Overtly, universities with billions of dollars on their balance sheets have been highlighted as having the issue, but I have occasionally noted smaller nonprofits in the same category.
• He (Fastow) said he ultimately rationalized that he was following the rules, even if he was operating in the grey zones (area).
There can be grey zones for nonprofits. Example: IRS rules require that the nonprofit board be involved in the development of the annual Form 990 report. But what does this involvement mean—a brisk overview when the report is finished, a serious discussion of the answers to the questions related to corporate governance, a record in the board minutes covering questions raised and changes suggested, etc.? A nonprofit boards needs to make a determination on which course is appropriate.
Boards implementing government-sponsored contracts can get into grey areas. Example: Some contracts require the nonprofits to follow government guidelines for travel expenses. I wonder how many nonprofit audit committees are aware of their responsibilities to make certain these guidelines are followed?
According to Fastow, a for-profit director can ask the wrong question—“Is this allowed?” A nonprofit director can make the same mistake. Instead, in my opinion, the better question for a nonprofit should be “Will this decision help the organization to prosper long after my director’s term limit?”
As Fastow did, human service boards can invite trouble if they falsely rationalize an action as being taken for client welfare, and then conclude they are following the rules.
• Mr. Fastow said one way to start changing an entrenched culture is to have either a director on the board, or a hired adviser to the board, whose role is to question and challenge decisions.
Nonprofit directors are often recruited from friends, family members and business colleagues, etc. This process creates an entrenched board.
When elected to the board, a process begins to acculturate the new person to the status quo of the board, instead making best use of the person’s talents. Example: An accountant with financial planning experience will be asked to work with the CFO on routine accounting issues, far below her/h professional level. One answer is to accept Fastow’s suggestion and to appoint a modified lead director or adviser to a nonprofit board. (For details: see: http://bit.ly/13Dsd3v)
An old Chinese proverb states, “A wise man learns by his own experiences, the wiser man learns from the experiences of others. Nonprofit can learn a something from Andrew Fastow’s post conviction recollections to hopefully help avoid significant debacles.
Genetic codes aside, the term DNA is now commonly used to describe distinctive characteristics and qualities in almost anything –living or inanimate. Every nonprofit has a DNA! And every board member, if questioned, will probably have a different take on that invisible life blood which — for better or worse—impacts the actions of his/her board. One author goes so far as to suggest that “…one common element to create sustainable success is evaluating and interjecting the right DNA.”
He goes on to recommend three steps to make the necessary changes in the nonprofit culture: Assessment, New Genetics and a Gestation period— the last step being essential …“for the new approach to take hold and grow.” * Following,, as an example, is how it might apply if a nonprofit board needs to move from a traditional Community Board to a Policy/Strategy Board. This is a situation where the board increases its overview responsibilities and decreases or eliminates its involvement in operations, i.e. micromanagement.
Assessment: Evaluations involve defining what the agency is doing well and what systems need to be removed or modified. Listing the former is easy, but dropping long embedded practices can lead to unproductive board conflict. Logically, board members still need to be in their third year of a median four or six-year tenure before sustainability assessment (5 to 10 Years) can be undertaken.Too much legacy culture has been embedded in the Board operations, calling for three to five year strategic plans. At that point, most or all of current board members will have been termed-out of their positions
I once observed, as an example, a board that made a strategy decision about changing the timing of an annual fund raising event. Once the decision was made, the board took the remaining meeting time to review and formulate new platforms for the event, presenting management with implementation suggestions. The prolonged discussion, in effect, was simply perpetuating a standard community board micromanaging process. When I called this to the attention of the Executive Director, he claimed that it is part of the nonprofit’s culture to be operationally involved.
Assuming it will take about two years for a board member to become acclimated to the new board organization, it is clear that no single director can bring about a sustainable long-term approach until his/her third year of a six-year term. There should be two or three other older directors who strongly support the change. Most importantly, the ED must see the value in it. Otherwise, it will have to wait for the appointment of a new ED that may probably take place outside of the tenure periods of current board members. Management and staff leadership who can take a broad view of the future also need to become involved.
New Genetics Include:
Growing the Future. Early adopters are critical to change. These are board members who, for example, fully understand the line between policy issues and operational ones. They can be helpful to the board chair in keeping meeting discussions out of the operational “weeds.”
Equip, empower and encourage: Allow the CEO to have full operational responsibility, with the understanding that a rigorous evaluation of quantitative and qualitative impact impacts will be reviewed each year. The board and CEO should jointly develop these issues. ** Under no circumstances should the board singularly establish them.
Assuming all these changes are in place and board members support them in their fourth or fifth tenure years. it’s then important to make sure that newer board members have a similar mindset. Some new directors who may have had experiences in other more traditional nonprofits might want to revert to the legacy operations because it is the way that “all nonprofits operate.”
Vet New Directors Carefully: Make certain new directors understand the new board environment that is being developed so they are comfortable with it. It can attract highly qualified directors and staff, with the DNA’s focus in creating sustainable long-term success. Some, however, may have quite different views. For example, I once encountered two board candidates, with social work backgrounds, who wanted to supersede management personnel and directly evaluate staff members, because they had field experience.
It takes four to five years to firmly install the new system. These environmental movements do not take place quickly. By then, the original directors leading the change will likely have termedout of their board positions. The recruitment committee will have to seek candidates who are attracted by the new environment and understand the need for substantial operational delegation to management. Most of the problems will have been eliminated from the DNA, and it should set the nonprofit on a course for sustainable success.
How Seriously Does Your Nonprofit Board Take the Matter of Ethics?
By Eugene Fram Free Digital Photo
Most board members are aware of their obligation to ensure their nonprofit’s compliance with certain standard regulations e.g. making tax payments, submitting IRS Form 990s and/or avoiding potential fraud. But what I have found missing in the nonprofit environment is a sense of board member responsibility to provide for and sustain a viable ethics program.