Board agendas

A Nonprofit Board Must Focus On Its Organization’s Impacts

A Nonprofit Board Must Focus On Its Organization’s Impacts

By: Eugene Fram                Free Digital Image

“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.

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Once Again!  The Possibility Of Fraud – A Nonprofit Board Alert

Once Again!  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:

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How Does Cultural Intelligence (CQ) Impact A Nonprofit Board?

 

 

How Does Cultural Intelligence (CQ)* Impact A Nonprofit Board?

By: Eugene Fram                   Free Digital Photo

There are many ways to assess the balance of capabilities on a nonprofit board. EDs and board chairs are generally familiar with the implications of terms like IQ (cognitive ability) and EQ (emotional intelligence). New research has added a third characteristic— cultural intelligence or CQ.  Obviously, CQ comes into focus when boards are dealing with global or international issues. But its usefulness is still germane to community-based and/or domestically focused professional/trade associations. Making a change in board strategy is at best a challenging process. But when that plan collides with cultural differences, board culture will trump change. To paraphrase Peter Drucker’s pronouncement—“Culture Eats Strategy for Lunch.”  Following are a few of the many types of nonprofit CQ divisions that I have observed:

 Baby Boomers vs. Millennials: Up to this point in their history, NFP boards have tended to be organizationally conservative, but this may be changing rapidly. One of the most prominent developments is the influence of the millennials, those born rough between 1980 and the turn of the new century. The new cohorts tend to have cultural values that are quite different from those  of their parent or grandparents.Millennial work patterns, for example, are more informal, often spanning long hours and ignoring 9 to 5 routines. All of this can create a cultural gap between themselves and their boomer board colleagues and between baby boom management and millennial staffs. As they move into senior management positions,will they collide with those who have adhered to traditional conservative nonprofit cultures?    Currently their social values align with those of many human service nonprofits. But in the future, will cultural values they encounter frustrate them to the point of turning their energies toward other career opportunities? One current report concludes, “Despite what you may have heard, millennials aren’t lazy.  In fact they’re downright work-obsessed–and it’s making life worse for everybody.” 

 Entrepreneurs vs. Public Service Backgrounds: Persons with public service backgrounds tend to move slowly in bringing about change. For example, the challenge of developing consensus among city council members can be daunting.  In contrast, an entrepreneur must be able to pivot his/h organization quickly from plan A to plan B.  Consequently, “processing” takes precedence over “pivoting” when  an NFP organizational change is proposed. These two board types brings different tempos to board discussions.  If the gap is left unresolved, the entrepreneur may leave and a valuable voice is lost. Unfortunately, in my experience, I have met too many entrepreneurs who simply refuse to accept nonprofit board positions because of this discrepancy.

 Management Backgrounds vs. Independent Contributors: Persons with management background are directors who have had leadership responsibilities with small or large groups of subordinates. Independent contributors are those who basically work alone or may only have responsibilities for just a few subordinates—e.g., attorneys, professors, planners or physicians.  Board members in the latter group can assume they have  management knowledge superior to the executive director’s or other senior personnel. Often their insights are outside a manager’s experience “space.”  This creates a cultural gap that can be harmful to nonprofit’s operations.   Example: A medical association board refused to set performance standards. for its executive director and staff. One staff member commented, “Board members don’t want to build trust and establish mutually accepted goals, these guys just want to give orders.”  The cultural gap was substantial because management and staff did not know the standards and behaviors by which they will be judged annually. Another staff colleague angrily commented, “I’m not going to allow a twenty-something medical intern order me what to do!”

How to bridge the gap

 Board chairs and EDs should develop a realistic inventory of the types of CQs on their board to be certain that one style is does not dominate.

 With the continual turnover of board membership and with annually changing board chairs, the ED needs to assume long-term responsibility for the inventory.

 It probably is not possible to develop a perfect balance of cultural norms.   As a result, the chair and ED must make sure that those who have “minority CQs,” such as the entrepreneur described above, feel that their participation is meaningful and appreciated.

 Never underestimate the impact of culture and its various CQ components.   The dominant legacy, especially with successful nonprofits, must be widely accepted. But it also should be reviewed occasionally to make certain that the board is not simply accepting it at face value. The Impacts must be robust performance for all clients, along with innovative and operational effectiveness. Assessing board member’s CQ categories can be a challenge for many chairs and EDs. These categories often do not fit into discrete groupings like age and educational levels. But practice with them over time should be helpful. They allow chairs and EDs to better retain those productive outliers whose CQs may not fit the traditional legacy culture.

* https://www.indeed.com/career-advice/career-development/cultural-intelligence#:~:text=Cultural%2

 

 

Do Nonprofit Boards Face Cyber Security Risk?

Do Nonprofit Boards Face Cyber Security Risk?

By: Eugene Fram      Free Digital Image

Solarwinds and Target and others may seem far afield from the concerns of nonprofit directors, except for the giants in the area, like AARP. However, think about this hypothetical scenario.

A group of high school students hacked into the computer system of a local nonprofit offering mental health services and gain access to records of clients, perhaps even placing some of the records of other teenagers on the internet.  Considering the recent introductions of new AI tools, the power of immature teenagers and adults to initiate Cyber Security (CS) problems seems unlimited.  

What due care obligations did the board need to forestall the above situation? A move to recruit directors with special expertise in information technology or cyber security would be nonproductive. A nonprofit director has broader responsibilities such as the overview of management, approval of budgets, fostering management and staff growth etc. Similarly, when social media became a prominent issue a few years ago, boards debated the advisability of seeking directors with that specific kind of background. Today, a consultant with management is likely to provide guidance to directors on these issues.

After listening to a group of cyber security experts discuss for-profit challenges in this area, I have the following suggestions on how nonprofit boards might respond to similar types of challenges.

1. Carefully “wall off” all confidential information – Have management be certain that private information such as health records, are encrypted and separated from operating data that may be considered public in a nonprofit environment.
2. Review D&O and other liability policies – Determine whether or not the D&O policy protects directors and managers from CS intrusions. (It likely does not, but I understand that some carriers may offer some protection along with smaller policies.) It is clear that most general liability policies do not protect the organization against CS.
3. Board Encouragement – Devote some meeting time, perhaps 10 minutes, to a discussion of the CS topics so that management and staff are aware of the board’s concerns on the subject and will take action when necessary. Appropriate due care actions like frequent password changes should become routine. Some checklists are available online, suggesting questions directors might pose to raise awareness on the topic and avoid potential CS breaches.
4. Can third party payer help? – Many nonprofits deal with third party payers with sophisticated CS systems and may offer the nonprofit some advice or assistance.
5. Education and training of employers – Many CS crimes have been successful because employees have violated or forget to effectively protect their working accounts and information. Proper education and training can help reduce these types of lapses.
6. Finance & Audit Committees – Recent data indicate that only 20% of nonprofits have a CS vulnerability assessment in place and only about the same proportion have a plan  in place should a CS breach take place . *  Due care responsibilities seem to be missing among a large portion of nonprofits.

If a nonprofit, like the one described, is attacked, not only will records be compromised, but also the reputation of the agency will be destroyed, probably along with the nonprofit organization itself. SolarWinds and Target may be able to survive such an attack, but the typical nonprofit may not.

*https://communityit.com/nonprofit-cybersecurity/

Are Your Nonprofit’s CEO Succession Plans COVID Updated?

 

Are Your Nonprofit’s CEO Succession Plans COVID Updated?

By:Eugene Fram          Free Digital Image

“CEO succession planning is one of the most important responsibilities of a (nonprofit) board…”  * Yet others and I find it to be a neglected responsibly.  In the for-profit arena, a mistake in choosing the wrong CEO can “lead to a loss of $1.7 billion in shareholder value in addition to a loss of organizational confidence and momentum.“ *

Choosing the wrong nonprofit CEO in a situation when I was a board member set in motion a year of staff turmoil, lost growth potentials, decline in the nonprofits reputation and an uncalculated financial loss.  After a post-turmoil CEO took the helm, the agency prospered for more than twenty-five years.

Based on a national study of for-profit boards, following are some COVID-19 CEO succession questions that nonprofit board members should consider now. *

Is our emergency successor still right for this environment?  Is the internal successor capable of managing under turmoil conditions?  If not, a new external person needs to be contacted.  Often this turns out to be a consultant in the mission field.  It’s important to reevaluate all external options now for the CEO’s ability to manage under unprecedented conditions.

Is our CEO role specification still right?  Over several decades, I have encountered a number of what I would call, “mind-the-store” CEOs.  These persons have: nice personalities, keep expenses within budgeted incomes, but are not proactive in seeking innovation and change.  Unfortunately, these types of CEOs can satisfy their boards for decades under what might have been considered normal circumstances. Because CEOs have a better grasp of current mission-related trends, boards and CEOs should strategically positioned  for the Post-COVID 19 period, even while addressing unusual operational challenges.

Do we have the right people in our near-term succession pipeline– are they prepared?  The selection of the CEO is the only employment decision that nonprofit boards make.  But they are also required to overview the near-term staff succession pipeline for those with very special talents.  For many nonprofit boards, this involves an uncomfortable discussion of who might be in line to succeed the CEO or other senior managers should any become temporarily incapacitated.

Is your board ready and able to have these discussions?  Under current tenure requirements, the average tenure for nonprofit board members centers around six years—two six-year terms or three two-year terms. As a result of this brief tenure, many board members may feel that simply raising the question of CEO succession suggests a lack of the CEO’s abilities to manage.  It also may cause board conflict, if suggested.  However, it is simply the members’ due diligence responsibility and, if ignored, can cause strategic problems for the organization.

First Steps: *  Review your leadership/experiential criteria.  The abilities a nonprofit CEO may need may change substantially.  Working with the CEO, nonprofit boards need to take the lead in surfacing these criteria, for example, better understanding of IT requirements.·     

Ensure that your emergency (succession) plan is more than just a single name on an envelope. It’s a good idea to have a process ready for an unplanned exit by the CEO.   CEO experience criteria should be reviewed in depth every two years to be current.·     

Do now what you normally would put off for later.  Start listing the criteria that a CEO will need to operate successfully, emerging from the shock of the pandemic .  It will enable the board to consider the changes taking place. Also the CEO can have some guideposts on how his/h abilities need to be enhanced.

* https://corpgov.law.harvard.edu/2020/07/26/ceo-succession-plans-in-a-crisis-era/ 

Reversing Traditional Nonprofit Board Barriers

Reversing Traditional Nonprofit Board Barriers

By: Eugene Fram          Free Digital Photo

Clearly the purpose of a nonprofit board is to serve the constituency that establishes it—be it community, industry, governmental unit and the like. That said, the “how” to best deliver that service is often not so clear. An executive committee, for example, can overstep its authority by assuming powers beyond its scope of responsibility. I encountered this in one executive committee when the group developed a strategic plan in an interim period where there was no permanent ED. The board then refused to share it with the incoming executive. In another instance, an executive committee took it upon itself to appoint members of the audit committee—including outsiders who were unknown to the majority on the board.

The fuzziness of boundaries and lack of defined authority call for an active nonprofit system of checks and balances. For a variety of reasons this is difficult for nonprofits to achieve:

  • A typical nonprofit board member is often recruited from a pool of friends, relatives and colleagues, and will serve, on a median average, for four to six years.   This makes it difficult to achieve rigorous debate at meetings (why risk conflicts with board colleagues?). Directors also are not as eager to thoughtfully plan for change beyond the limits of their terms. Besides discussing day-to-day issues, the board needs to make sure that immediate gains do not hamper long-term sustainability.
  • The culture of micromanagement is frequently a remnant from the early startup years when board members may have performed operational duties. In some boards it becomes embedded in the culture and continues to pervade the governmental environment, allowing the board and executive committee to involve themselves in areas that should be delegated to management.
  • The executive team is a broad partnership of peers –board members, those appointed to the executive committee and the CEO. The executive committee is legally responsible to act for the board between meetings–the board must ratify its decisions. But unchecked, the executive committee can assume dictatorial powers whose conclusions must be rubber-stamped by the board.

Mitigating Oversight Barriers: There is often little individual board members can do to change the course when the DNA has become embedded in the organization. The tradition of micromanagement, for example, is hard to reverse, especially when the culture is continually supported by a succession of like-minded board chairs and CEOs. No single board member can move these barriers given the brevity of the board terms. But there are a few initiatives that three or four directors, working in tandem, can take to move the organization into a high-performance category.

  • Meetings: At the top of every meeting agenda there needs to be listed at least one policy or strategy topic. When the board discussion begins to wander, the chair should remind the group that they are encroaching on an area that is management’s responsibility. One board I observed wasted an hour’s time because the chair had failed to intercept the conversation in this manner. Another board agreed to change its timing of a major development event, then spent valuable meeting time suggesting formats for the new event—clearly a management responsibility to develop.
  • “New Age” Board Members: While millennial directors may be causing consternation in some legacy-bound nonprofit and business organizations, certain changes in nonprofits are noteworthy. Those board members in the 43- and- under age bracket need some targeted nurturing. I encountered a new young person who energized the board with her eagerness to try to innovative development approaches. She was subsequently appointed to the executive committee, deepening her view of the organization and primed her for board chair leadership.

Board members who understand the robust responsibilities of a 21st century board need to accept responsibilities for mentoring these new age board people, despite their addictions to electronic devices.

  • Experienced Board Members: Board members who have served on other high-performance boards have the advantage of being familiar with modern governance processes and are comfortable in supporting change. They are needed to help boards, executive committees and CEOs to move beyond the comfortable bounds of the past. They will be difficult to recruit, but they are required ingredients for successful boards.
  • NEW Projects: Boards and the CEO must be bold and try new approaches to meet client needs. For example instead of going through a complete planning process for a new program the board must ask management to complete a series of small experiments to test the program. When a series of results are positive, the nonprofit can work on a plan to implement the program.

Conclusion: Individual board members working alone will probably become frustrated in trying to contend with the three overview barriers discussed. But working with three or four colleagues, over time, on a tandem basis, they can make inroads on the barriers. Meetings can become more focused on policies/strategies, new age board members can become more quickly productive, experienced board members can become role models and new programs and other projects can be more quickly imitated via the use of small scale experiments.

Can Nonprofit Virtual Meetings Be Humanized?

 

 

Can Nonprofit Virtual Meetings Be Humanized?

By: Eugene Fram               Free Digital Image

From my observations and those of my colleagues, virtual meetings are more efficient for reporting operational items like compliance updates.  But they lack the robust human social interactions provided by face-to-face meetings. 

 Some nonprofits will continue to increase the proportion of virtual meetings post-covid, both groups, those using it now and those using it post-covid, may now be looking to reduce the human deficit incurred.

Here are some suggestions:

More But Shorter Meetings:  Instead of monthly board meetings, schedule meetings every two months.. With the social intensity in the environment, some boards are being required to meet more frequently.  In advance of the meetings, ask the CEO to send a list of announcement types items, hopefully limited to one page.  (Have it understood that the one page may not meet the requirements of her/h high school English teacher!)

Onboarding New Board Members: A friend joined a nonprofit.  As a result of all virtual board and committee meetings she feels adrift of human connection. She might even not recognize some of her new colleagues if she passed them on the street.  This problem can be alleviated to some extent by arranging for the new member to have brief individual virtual meetings with other board members and senior managers.  It’s a hopefully a quick fix to a problem.

Strategic Planning. It was evident in the pre-corvid period that strategic planning needs to have a longer focus than the traditional three to five-year plan in order to achieve organizational sustainability. There are enough evidences of post-covid changes to continue strategic planning with small committees.  This involves more frequent, but shorter, virtual meetings for the planning committee and updates to the board.

Building Trust:  Having trust among board colleagues is critical to having a fully functioning board.  Talking directly to them, listening carefully and even watching body language or  face colorings.   Some people, for example, when agitated develop a flushed face.  None of this appears when meetings are virtual!  There are several actions Board Chairs and/or CEOs can take to help members to be better acquainted, hoping to lead to trusting relationships.

·      Good & Welfare Periods:  At the beginning or end of the virtual meeting ask members to share personal or professional events—promotions, marriages, children or grandchildren, etc.

·      Outside Presentation: At a virtual meeting, arrange for a local or national authority to  briefly talk about a mission related topic

·      Invite the board members’/managements’ spouses or significant others to also be involved. 

·      Other Interests: Invite board members/management persons to discuss unusual skills they have or other groups to which they belong that promotes the public interest.

·       Board Education:  Where possible continue board education via a virtual approach.  If staff persons participate, be certain presentations are rehearsed and that time restrictions are carefully followed.

Focusing on any of these four areas  in a time-compressed nonprofit environment can be difficult. In my opinion, nonprofit boards should review them to determine if they can help alleviate the obvious deficits inherent with virtual meetings.        

The “Compliant” Nonprofit Board—A CEO Takes Charge Like a Founder!

The “Compliant” Nonprofit Board—A CEO Takes Charge Like a Founder!

By Eugene Fram              Free Digital Image

According to BoardSource, “ ‘Founderitis’ and ‘founder’s syndrome’ are terms often used to describe a founder’s resistance to change. When founderitis surfaces, the source of the dilemma often is a founder’s misunderstanding of his or her role in an evolving organization.” * I would like to suggest that a nonprofit CEO also might suffer from the “founderitis illness,” sometimes with the board only being mildly or completely unaware of it.

Board Member Tenure versus CEO

The average board member tenure is six years (e.g., two three year terms) as compared with the average almost 13-year CEO tenure. ** The CEO has twice as longer period to influence polices and strategies. More importantly, she/h has more opportunity and time to acquire background knowledge and influence the organization’s culture.

“CEO Founderitis”—Typical Board Members & CEO Behaviors

  • The board is a dependent one, cancels or reschedules major committee/board meeting when the CEO can’t attend.
  • The CEO is overly verbose in presenting background information at meetings.
  • Concurrently, the number of board member comments is limited at most meetings.
  • The CEO places limits on the types of contacts the staff can have with board members, in the name of avoiding staff “end runs. “
  • The CEO carefully covets outside relationships and donor relationships. Board members are only marginally involved in fund development.
  • The Executive Committee does not challenge the CEO when setting the agenda.
  • The nonprofit board is satisfied with marginal gains each year, without seeking broader challenges to provide enhanced client services.
  • The CEO’s performance isn’t rigorously assessed.
  • The board rarely, if ever, overviews CEO and staff talent successions.
  • Board actions and activities are not rigorously reviewed or discussed.
  • Led by the CEO, Board resistance to change is substantial.

What should the board do if the CEO takes charge like a founder?

Three Options:

Does Nothing: This assumes the CEO is performing reasonably well in developing positive program impacts, not outcomes. (i.e, Program objectives can be achieved, but they can have little impacts on clients.)

The CEO and Board are satisfied with program outcomes as performance measures. As a result, the organization inadvertently may not be innovative. In addition, long-term organizational sustainability may be compromised. There may be long-term challenges on the horizon that go beyond the typical three to five year planning cycles.

A majority of board members may feel comfortable with this option because the CEO acts strongly, even though he/s occasionally may encroach on a board’s perogrative.

Makes Changes: This will probably require the CEO & Board to change, modifying some of the behaviors listed above. The CEO then forms a partnership with a changing independent board.

Some board members will be satisfied the status quo, little is required of them. But others may want to remove a CEO who leads like a founder. Internal conflict will likely arise on both sides to delay or abort change.

A Solution? Don’t rock the boat. Only when the CEO, especially one with long tenure, suffering from “founderitis” makes a graceful exit will there be opportunity for change. Hopefully, the new CEO will develop a partnership culture with the board.

* https://boardsource.org/resources/founders-syndrome/

** See: “Average tenure of nonprofit CEO Nonprofit Times”

Wanted: Nonprofit CEOs with Entrepreneurial People Skills

Wanted: Nonprofit CEOs with Entrepreneurial People Skills

By: Eugene Fram      Free Digital Image

The need for superior leadership skills is as critical to CEOs in nonprofits as it is in the entrepreneurial world. Following are four such skills and the unique challenges they bring when employed in the nonprofit environment.

 

  • The CEO’s Power of Persuasion

A nonprofit CEO and the board must take the lead in creating the organization’s mission, vision and values. However, since the board majority is usually composed of volunteers who are seldom involved in the day-to-day implementation of the organization’s mission, it becomes the responsibility of the CEO to present viable options for the future — and then to effectively share the board-approved “vision” with three discrete audiences: the board, professional staff and other stakeholders. But…

Board members, in the roles as part-time overseers, often do not have the time to critically evaluate alternatives when presented, particularly if a revised mission is under consideration.

Nonprofit staffs tend to be conservative, especially when change may jeopardize their positions. (e.g. “Don’t change the program, the position that may be dropped can be yours!”)

And foundations, donors, and supporters, who are possibly considering funding requests from other nonprofits, need to be approached by a CEO who is equipped with outstanding people skills.

While business organizations have somewhat similar challenges, obviously their revenue sources are not dependent on financial gifts.

  • The Right Hires

Just as in business, the process of judicious hiring endlessly challenges a nonprofit CEO. Nonprofit salary levels are simply not competitive with those of established commercial organizations, especially in the area of hard-to-find skills such as finance or IT. But these challenges can be overcome! I have seen nonprofit CEOs develop a collegial working atmosphere in their search for employees, resulting in new personnel who are not only dedicated to the mission but feel encouraged to exercise their own creative potential.

  • Face of the Organization

The nonprofit CEO, like his entrepreneurial business counterpart, must be the top marketing executive who is the face of the organization. While board members can assist with promotion, CEOs are the leaders to whom stakeholders and employees look to promote the organization’s impacts. Alternatively, they must take the blame for failures. No longer should a nonprofit CEO be able to use the old excuse with a failed program, “The board forced me to take the action.” But to shepherd an entrepreneurial CEO, the board needs to be able to tolerate some failures as long as they were based on reasonable “business judgment.” No one does their job with unfettered perfection.

  • Growing the Organization

If a nonprofit decides to expand the scope of the organization, the skill sets needed in a CEO are quite different from those needed to maintain a status quo operation. Rarely can the executive who simply “minds the store” adjust to the complexities of the new environment and must be replaced or moved elsewhere. A nonprofit’s commitment to expansion is both exciting and terrifying. In any case, it demands a nonprofit CEO who, in partnership with a supportive board, can handle the requisite financial development and continual networking with stakeholders.

 

How Can Nonprofits Accommodate To External Influences? Some Field Observations

How Can Nonprofits Accommodate To External Influences? Some Field Observations

By Eugene Fram       Free Digital Image

Ruth McCambridge, former editor of Nonprofit Quarterly, pointed out “Our organizational management, (board) styles and structures are affected by the four external influences.” See paraphrased bolded items below. (http://bit.ly/1HSwrZY)

Following are some specific field observations I have encountered that, over several decades, support her model relating to external influences.

The nonprofit’s mission field: McCambridge points out that arts organizations have dual have leadership models—artistic and business. However, unless specified which has final authority, the system can lead to continual conflict between the two; the artistic leader wanting the most authentic productions and the business leader concerned with budget realities. The final authority is often determined by which leader has the CEO title.

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