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.
Can A Nonprofit Find Strategic Ways To Grow in Unsettled Times?
By: Eugene Fram Free Digital Image
Nonprofits have always had to struggle to meet their client needs, even when economic conditions and social turmoil were much less constraining than today and they have dim prospects for the immediate future. How can mid-level nonprofits uncover growth opportunities in the present environment?
Plan Strategically: Any nonprofit board needs a core of directors and managers who are capable of identifying potential new strategic directions. The CEO must be highly conversant with changes in the mission field. He/s then needs a core of board members to assist in realistically reviewing his/h long-term insights for growth, as well as board insights developed from generative discussions. The CEO, supported by several board members, can then be the keystone for board discussions about implementing change. Should the CEO not have the requisite forward-looking knowledge, the only alternative is to try to replace the CEO, a difficult change even under the best of circumstances.
Capacity Investment: As expected, nonprofits invest their assets in maintaining and improving programs. It seems that client needs will always be there to operate and expand existing programs. But success in nonprofits and elsewhere also involves beginning to solve tomorrow’s problem today. Example: The challenges for serving the aging cohort of baby boomers is clearly showing demographic impact. Those in the field or allied fields serving this cohort need to be concerned with finding new modalities to assist the baby boomers in an efficient, effective and humane manner. Where funding is a barrier to participate in such an effort, foundations and governmental agencies need to be aggressively tapped to fund with small-scale projects, if the foundation can partner with the nonprofit. (See: https://www.snpo.org/publications/sendpdf.php?id=2024)
Impact & Evaluation: Midsized nonprofits should have the capacity to conduct a few small-scale studies every few years, if growth and development are cultural values for the organizations. Resources might come from within the nonprofit and/or from outside sources. Once a small-scale study provides evidence of impact; the nonprofit can find outside interest for more small-scale improvement, additional evaluation and possibly some outside support.
Obviously a small new project won’t be able to have an extensive evaluation component. However, if imperfect metrics are used in the process, the impact findings can be useful in seeking an interest from other sources. (These are metrics that are anecdotal, subjective, interpretive or qualitative. For more details see:http://bit.ly/OvF4ri)
Importance Of the Board & Management: Growth opportunities will be initiated in nonprofits, only if the board constantly asks for them, especially in the current environment. The board, overtly or indirectly, has to ask management about innovations that are taking place or can take place within the organization. Annual questions to management such as “ What do you want to do innovatively or creatively this coming year?” are mandated. When it appears an innovation can be scaled a little or an innovative person has potential to be creative, the nonprofit board has to support this learning culture for testing.
Is there truth in the statement that ALL nonprofits are actually businesses, and they need to be run like businesses?
By Eugene Fram Free Digital Image
In my opinion, too many board and staff members in the nonprofit environment:
Do not realize that a nonprofit can focus even more effectively on “caring” missions, visions and values while operating under a business model. Many functions of a business and are the same for both types of organizations — financial operations, human resources, marketing, board governance, etc.
Errors That Can Cloud Nonprofit Board’s Decision Making–Tread With Care
By Eugene Fram Free Digital Image
In this age of information overload, nonprofits need to continually scrutinize the quality and source of the material received in preparation for major decisions. Since directors often come without broad enough experience in the nonprofit’s mission arena, they may not be prepared to properly assess its progress in moving forward–and not equipped to make relevant comparisons with similar nonprofits. In addition, naive or unscrupulous CEOs and highly influential directors may inundate their boards with information and data as a distraction tactic to keep them busy in the “weeds,” reviewing what has been presented. Board members need to avoid donning “rose-colored glasses” when assessing proposals from these sources.
I once encountered a nonprofit whose board was about to acquire a for-profit organization, headed by its founder. Pushing for the “deal” were the nonprofit’s CEO and an influential board member who were not, it turned out, capable of the due diligence needed for a project of this complexity. But the board approved the acquisition without sufficient review. When the acquisition was consummated, the founding CEO of the subsidiary refused to take directions from the CEO of the nonprofit. In addition, the normal financial settlement of the project requires that a portion of the price be withheld, in escrow, pending adequate performance. In this instance, the nonprofit paid cash for the acquisition. Based on a lack of performance, the operation was finally closed with a substantial loss.(more…)
The Possibility Of Fraud – A Nonprofit Board Alert
By: Eugene Fram Free Digital Image
“According to a Washington Post analysis of the filings from 2008-2012 … of more than 1,000 nonprofit organizations, … there was a ‘significant diversion’ of nonprofit assets, disclosing losses attributed to theft, investment frauds, embezzlement and other unauthorized uses of funds.” The top 20 organizations in the Post’s analysis had a combined potential total loss of more than a half-billion dollars. *
One estimate, by Harvard University’s Houser Center for Nonprofit Organizations, suggests that fraud losses among U.S. nonprofits are approximately $40 billion a year. **
Vigilant nonprofit boards might prevent many of these losses. Here’s how:
Nonprofit boards are governed by a series of obligations —some are clearly defined as legal responsibilities such as financial actions. Others, however, are less clearly defined and relate to people who are, in some way, associated with the organization. Guidelines to these diverse interactions are not typically archived in policies but are important to the overall professionalism of the board. They include consideration of its: board structure, internal operations, recruitment methods and leadership style.