CEO as Peer not Servant or Powerhouse

Establishing Effective Nonprofit Board Committees – What to Do.

g

Establishing Effective Nonprofit Board Committees – What to Do.

Following are ways that many nonprofit boards have established effective board committees using mygovernance model as described in the third edition of Policy vs. Paper Clips. ( https://goo.gl/QEL8x3)

• In the planning effort, focus board personnel and financial resources only on those topics that are germane to the organization at a particular time. For example, financial planning, long-range planning or short-rangeplanning. However the board needs to be open to generative planning if new opportunities present themselves or are developed via board leadership.

• Reduce the number of board standing committees to no more than five, even less if possible

• Use subcommittees, also known as ad hoc committees or task forces, to review a range of board levelt topics, as needed, such as personnel policies, OSHA requirements and long-term space needs.

• Generally the CEO should attend all major committee meeting. He or she may or may not serve on subcommittees, depending on the information and guidance needed by the group.

• Staff input is critical. Professional staffs make major contributions to board policy decisions. It needs to be remembered that nonprofit staff in most organizations are more closely related to the board than they are in for-profit situations. The nonprofit staff are only a few organizational levels below the board.

• The CEO needs to foster an atmosphere in which staff members feel free to express opinions to board members and administrative staff. Such an atmosphere benefits the organization and isn’t just social activity.

• When confronted with a particular difficult issue, an excellent means of communications is the board/staff workshop. The professional interaction between board and staff should enhance the quality of decision-making. There are also secondary benefits, as a workshop enhances professional communications between board and staff and engages board members in meaningful hands-on projects. In addition, the board can assess the capabilities of promotable staff. Many boards have been content to analyze proposals endlessly (i.e., engage in analysis-paralysis). Others to avoid conflict, have tended to rubber-stamp proposals made by vocal or overly aggressive board members or the CEO. Neither of these types of boards truly participates in the challenging act of establishing policy and direction for their nonprofit groups.

The times are currently changing very rapidly due to the introduction of AI. Nonprofit Boards are being held much more personally accountable for their actions by the community and by legal statute. For example, if a volunteer board chair assumes the ED/CEO title or becomes president/CEO, he or she may face increased exposure to liability for not meeting his or her duties to be beinging very current on financials, compliance regulations, organizational limitations, etc.

A Special Relationship: Nurturing the CEO-Board Chair Bond

By Eugene Fram             

g

Here are suggestions to assure the best possible partnership between the board chair and CEO.

Keeping boards focused on strategic issues is a major challenge for nonprofit leaders.  This leadership crisis is intensified by the fact that board chairs tend to have short terms (according to BoardSource, 83% stay in office only one or two years). Thus, nonprofit CEOs  and board chairs need to bond quickly. For the good of the organization, they must come together swiftly and create a partnership that works. Here are golden rules for the CEO and board chair to follow:

1. Be sure the CEO and board chair share strategic issues with each other—negative as well as positive ones. A failure by either the chair or CEO to share information, such as a potential cash flow issue, can be disastrous for the nonprofit.

2. It’s critical for the CEO to conduct orientation sessions with a new chair, explaining the challenges facing the nonprofit, and reviewing the fundamentals of the mission. The CEO can help the chair keep the board focused on strategic issues, whether they’re programmatic or financial.  With many nonprofits electing a new president each year, the CEO needs to prioritize these tasks.

3. Make sure staff know who has the final say. Some employees mistakenly view the board chair as the ultimate authority, even when the organizational table lists the CEO as holding that position. As a result, they may try an end run around the CEO, asking the board to overturn the CEO’s decision about salaries, promotions, or programs, for example. Both the CEO and board chair must emphasize the fact that the CEO is the final authority. If they make this message clear enough, they can probably keep staff from attempting any end runs. If an end run still occurs, the board chair must refer the issue to the CEO for resolution, except if the CEO is being charged with malfeasance.

4. The CEO should arrange for individual board members to meet with management staff on occasion so that the board can gather information about how the organization is operated and obtain an understanding of the promotional abilities of managers. The Sarbanes-Oxley act (a federal statute relating to public corporation boards) recommends this process for for-profit boards, and it’s also a good one for nonprofit board members.

5. Give staff members opportunities to participate in strategic planning and to support board committees. The board chair and CEO should work together to arrange such board-staff interactions, including joint celebrations of organizational success.

6. The CEO and board chair need to agree on the use of ad hoc board committees or task forces and their relationship to standing committees. For example, should the HR/personnel committee be a standing one or only an ad hoc one to address major personnel policies? In the 21st century, a board should only have maximum of five standing committees, many can only have three.  If task forces are used to provide provide options for occasional policy issues, for example pension plan changes, there may be little need for a standing board HR/personnel committee.

7. The board chair and CEO should be the active leaders in fundraising efforts, with the CEO as administrative leader. The board chair and other board members must provide the CEO entrée to funding sources. They often need to accompany the CEO on fundraising visits. The CEO should keep the board chair informed of all entrepreneurial development activities being explored.

8. The board has only one major employment decision to make – to recruit and hire the CEO. It’s usually a long and exhausting process. But once it’s completed, the employment of all other staff personnel is the responsibility of the CEO and the CEO’s management team. For senior positions, most CEOs ask their chairs and/or other board members to meet with candidates, but the ultimate responsibility remains with the CEO.  The board also has a responsibility to overview staffing to make certain that adequate bench-strength in in place for succession placements,  at the CEO and the senior management

9. When hiring a CEO, or soon after employment, the board chair and CEO must face a stark reality—the need for emergency leadership should the CEO become temporarily incapacitated. These plans can either be established informally by the chair-CEO partnership or more formally via board resolution. The following are possible interim CEOs: a senior manager in the organization, a semi-retired experienced CEO living near headquarters, a consultant living in a neighboring city. CEO succession planning is an important issue for the partnership should the CEO decides to leave or retire.

10. The CEO can be helpful to the board chair in recruiting new board members by suggesting possible volunteer candidates or other contacts who have demonstrated an interest in the organization’s mission, vision, and values. Board candidates will want to meet with the CEO as part of the interview process. As a result, the two partners must agree on how to present the organization to board candidates.

11. The chair and CEO need to lead in establishing meeting agendas. The two partners must work together to assure there’s sufficient meeting time to discuss and resolve strategic issue While many nonprofits call their top executive the “executive director,” the term CEO or president/CEO is a more leader-focused.

12. For the current environment, board members should be ready and willing to be ready to involved in a heightened level of board activity.   If not, the board chair and board member should determine what constraints the member needs to be in place for his/h activity.

How Nonprofit Boards Can Support Management & Staff and Refrain From Micromanaging!

How Nonprofit Boards Can Support Management & Staff and Refrain From Micromanaging!

By: Eugene Fram                   

The dilemma is common to nonprofit organizations. As start-ups, everyone aspires to do everything. Passion for the mission and determination to “get it right” imbue board members with the desire to do it all. But once the organization starts to mature, board roles shift to focus more broadly on policy and strategy issues. With the advent of qualified personnel to handle operations, there are many overview activities, sans micromanaging, available to board members. Following are some ways that boards can assist and demonstrate support for operations, CEOs and staffs without interfering.

(more…)

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             

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”

Once Again!! Dysfunctional Levels in Nonprofit Boards & Organizations.

 

 

By: Eugene Fram.       Free Digital Image

Articles and studies from a Google search on “Dysfunctions in Nonprofit Boards & Organizations,” yields nearly two million items in less than a minute. These items show dysfunctions on charter school boards, church boards, healthcare boards, trade associations, human services boards etc.

Rick Moyers, a well-known nonprofit commentator and nonprofit researcher, concluded:

“A decade’s worth of research suggests that board performance is at best uneven and at worst highly dysfunctional. ….. The experiences of serving on a board — unless it is high functioning, superbly led, supported by a skilled staff and working in a true partnership with the executive – is quite the opposite of engaging.”

These data and comments can lead one to conclude that all nonprofit boards are dysfunctional. I suggest that nonprofit boards can generate a range of dysfunctional behavioral outcomes, but the staff can muddle through and continue to adequately serve clients.

Mildly Dysfunctional: Board meeting attendance can be a problem, left unattended by the board chair and CEO. Agendas are not completed within the meeting time frame. Strategic planning discussions takes place once a year with little reference to it between annual meeting retreats. Goals are established without measured outcomes, or more importantly–Impacts.
On the other hand, budgets and finances are reasonably well handled. Incremental growth each year is modest. Board recruitment takes place largely based on board contacts and friendships, with a few recommendations by the CEO. Most everyone on the board is mildly or fully dedicated to the organization’s mission.

Moderately Dysfunctional: Many of the above dysfunctions, plus one or more of the following ones:

• The board chair and/or the CEO receive heightened deference in board discussions.
• Important decisions are made without full participation by all board members. One of two directors set the tone for the discussions and the outcomes.
• Either the board chair or CEO has inadequate backgrounds to develop a robust board. Nearly all agenda topics center on operational issues.
• The board does not trust the CEO but is unwilling to take action to remove him or her.
• The mission is not clearly defined and “mission creep” can be a problem. In this instance, the staff can be productive, if some managers are able to isolate staff from the board dysfunctions.

Highly Dysfunctional: Many of the following board behaviors are exhibited:

• The board is divided into unyielding factions, a la the current US congress.
• Board discussions go beyond civil discourse into personal barbs, often disguised as humor.
• Board committees are not functioning properly. Important decisions are often delayed for a year or more.
• Rumors about the board conflicts are reaching funders, who are asking questions about the rumors.
• It is becoming difficult to recruit talented board members or professional personnel.
• The board chair and other board directors refuse to acknowledge the problems.

There is little that the staff can do in this situation, except to hope for a funding angel to cover the financial problems that will develop. However, I did observe one organization that recovered from such highly dysfunctional board behaviors and finally succeeded in recruiting more talented board members. It also adopted a new governance format. The change led to some board members to resign. (One was insisting that the board members should evaluate individual staff personnel!) However the mistrust between the board and staff, as a result of the dysfunctional board behaviors, continued for decades.

Associations, Board agendas, Board meetings, Board Recuitment, Building Trust, CEO Evaluations, Charity, Consistency, Crisis Management, Dysfunctional nonprofits, foundation boards, Good governance, Ineffective directors, Long-term Sustainability, Non-profit board of directors, Nonprofit board barriers, Nonprofit governance, Nonprofit impacts, Nonprofit mangement, Trustees, Trustees, 

 

     

     

    •  
    •  

    Once Again! Nonprofit CEO: Board Peer – Not A Powerhouse

    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?  A small group of  CEOs may 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, when allowed by state laws, voting members of their boards!)

    There are many precedents for a nonprofit CEO to become a peer board member, some without voting rights, some with full voting rights. One nonprofit group is university presidents, where shared governance with faculty bodies can be the norm. For example, when General Eisenhower became president of Columbia University, he referred to the faculty in an initial presentation as “Columbia employees.” Later a senior faculty member informed him “With all due respect, the faculty is the university.”

    Another nonprofit group is hospitals where the CEO may also be or has been the chief medical officer. The level of medical expertise needed to lead requires that a peer relationship be developed. Also if the hospital CEO is a management person, he and the chief medical officer must have a peer relationship, which extends to the board.

    Hallmarks of a Peer Relationship
    • The CEO values the board trust assigned him/her, and carefully guards against the board receiving surprise announcements.
    • The board avoids any attempts to micromanage, a natural tendency for many nonprofit boards.
    • When a board member works on a specific operating project, it is clearly understood that he/s is accountable to the CEO for results.
    • The CEO has board authority to borrow money for short term emergency needs.
    • The CEO understands need for executive sessions without his/her presence.
    • The CEO understands the need for a robust assessment processes to allow the board to meet its overview duties.
    • Both board and CEO are alert to potential conflicts of interest which may occurs.
    • Both value civil discussion when disagreements occur.
    • The board realizes that nobody does his/her job perfectly, and  does not strongly react to occasional CEO modest misjudgments.

    Summary
    Elevating a nonprofit CEO to a status of board peer does not automatically make the CEO a powerhouse. The board legally can terminate the CEO at will. However, in my opinion, having the CEO as a board member can generate  following benefits.

    The peer relationship help will:

    • Help the organization to build a desirable public brand, since the related responsibility is more broadly understood when compared to the ED title.
    • Allow a capable person, with daily experience, to interface with the media.
    • Define a role for the CEO to lead in fundraising.
    • Allow the organization to hire better qualified personnel.
    • Allow the organization to present a strong management environment to funders. After all, top people in organizations readily communicate with people in similar positions.

    The Nonprofit CEO–How Much Board-CEO Trust Is Involved?

    The Nonprofit CEO–How Much Board-CEO Trust Is Involved?

    By; Eugene Fram   Free Digital Image

    The title, CEO for the operating head of a nonprofit, clearly signals to the public who has the final authority in all operating matters and can speak for the organization.*  .

    The CEO designation calls for an unwritten trusting contact with the board based on mutual respect, drawing from the symbolism that he or she is the manager of the operating link between board and staff. It is a partnership culture. However, a solid partnership does not allow the board to vacate its fiduciary and overview obligations. The board has moral and legal obligations to “trust but verify” and to conduct a rigorous annual evaluation of outcomes and impacts CEO has generated for the organization.

    While the trust the board has in its chief operating officer can’t be described in exact quantitative terms, viewing it through the lens of a set of CEO and/or Board behaviors can give an idea that a significant level of trust is involved in the relationship.

    Following are some of the behaviors that signify a trusting partnership is in place:

    (more…)

    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/ 

    Once Again! Should a Nonprofit CEO Be a Voting Member of the Board of Directors

       By:  Eugene Fram         Free Digital image

    BoardSource, a professional governance organization, reports that this question is one of the most asked. Google reports about eight million citations, in a brief .52 second search, related to the issue or related issues. The question continues to be debated, and the need for comment and opinion seems insatiable. (more…)

    People Problems Can Put Nonprofits at Risk

    People Problems Can Put Nonprofits at Risk

    By: Eugene Fram   Free Digital Image

    Like the Streisand song lyric, nonprofit people who need people must first have the know-how to choose and cultivate those people! If not, the risks to a board can range from modest to substantial. It all begins with making the right choices and vetting board and CEO candidates.  Most nonprofit board members know that they are only required to make one hiring decision—the engagement of the CEO. This is a process that always involves some risk factors. Take the case of the university that has expended substantial amounts to engage a CEO. After a brief “honeymoon period” it was determined that the candidate lacked the requisite background to move the organization forward. His resignation was forthcoming, and with it, a disruption that was costly not only in dollars but in board/faculty morale and public confidence.

    A nonprofit board is usually confronted with several people risks. Following are some that should be noted by board members.

    (more…)