Crisis Management

Nonprofit Board Disruption—A Board Member’s Reflections

 

Nonprofit Board Disruption—A Board Member’s Reflections

By: Eugene Fram

 

A tsunami can suddenly erupt on a nonprofit board. Or, instead, dissension can smolder within the organization, and finally burst into flame. In any case, polarization of opinion can damage an organization unless skillfully managed. It can occur on many fronts: fraud, sharp division of opinion, staff morale or any number of issues. In turbulent times such as the Covid 19 environment, latent problems can swiftly escalate and create chaos.

Disruption on the Board can only be resolved with strong leadership. In most cases, the Board Chair (BC) assumes the responsibility of addressing the problem. In my 30+ years of board/consulting participation, I have had a number of opportunities to view nonprofit boards in trouble. In this post, I share some of the suggestions that have “worked” to resolve problems and help rebuild broken organizations.

When the BC has to accept the challenge of uprooting the problem, he/she is likely to be met with some resistance. Board members may resign from the board in anticipation of a substantial increase in meetings and time involved. Some may be concerned that their management reputation could be sullied or personal financial liabilities leveled by the IRS, the possibility of lawsuits.

If the BC is unable to persuade the distressed board members that their expertise is needed to achieve the nonprofit’s mission, and has made them aware of the Directors & Officers’ Insurance policy which will protect them from financial liability, it will be difficult to recruit new people in this period of instability.

However, the BC can ask former board members to return for another term or two. In one case, a human service organization persuaded a board member about to be termed out to stay for another two years. He happened to be a senior vice president of a listed firm–and a valuable asset to the nonprofit.   He accepted the offer to stay and agreed to become BC of the weakened organization. During his extended tenure, he successfully recruited some former members dedicated to the organization’s mission. (more…)

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

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

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.

But here are the issues as I see them:

State Legislation: Most nonprofit charters are issued by states, and it appears that the vast majority of American nonprofits are governed by these regulations. California permits the CEO to be a voting member. Until a recent change, New York did allow the CEO to become a board member. The motivations behind the legislation center on preventing a CEO developing conflicts-of interest, especially as they relate to salary decisions. Also, there is a feeling among some nonprofit directors that the board must be the “boss.” This attitude can even go as far as one nonprofit board member’s comment: “We have a real board, we tell the CEO exactly what to do.”

It appears that the restriction is considered a “best practice.” Some nonprofits move around it by naming the CEO an ex-official member of the board, a member without a vote. However, there is a “better practice,” available where permitted by legislation.

Developing An Even Better Practice in a Nonprofit

Start At The Top: Allow the CEO to hold the title of President/CEO and allow the senior volunteer to become Board Chair. This signals to staff and public that the board has full faith in the CEO as a professional manager. In addition, the change absolves the senior volunteer of potential financial liability, not unlike the volunteer who unwittingly received a $200,000 bill from the IRS because it appeared he had strong control of a bankrupt nonprofit’s finances and operations.

Ask The CEO: Make certain the CEO is willing and able to accept full responsibility for operations. Not all CEOs, designated as Executive Directors, want the increased responsibilities attached to such a title and to become a board member. These managers frequently feel comfortable with having the board micromanage operations and often openly discuss their reservations.

The CEO Becomes A Communications Nexus: Under the CEO’s guidance, board-staff contact takes place on task forces, strategic planning projects, at board orientations and at organization celebrations. It openly discourages the staff making “end runs” to board members, not a small problem in community-focused nonprofits

Brand Image: As a board director, the CEO can be more active in fund development. The board position and the title can easily help the CEO to build the organization’s public brand image through the clear public perceptions of the board’s choice to lead the organization. This provides leverage to make greater use of the board-CEO relationship required to develop funds. It can allow the CEO to be the spokesperson for the organization’s mission and to quickly become the center for public statements when a crisis develops.

Peer Not Powerhouse: Probably descending from early religious nonprofits, its personnel may be seen by part of the public as not being “worldly.” They must be over-viewed by a group of laypersons that encounters the real world daily. The CEO, as a voting member and a board team peer, takes on increasing importance to reducing these attitudes. As long as the CEO works successfully as a peer not a powerhouse, there should be substantial benefits to the organization.

 

 

 

 

Does the Nonprofit CEO Need to Go?

Does the Nonprofit CEO Need to Go?

By: Eugene Fram   Free Digital Image

Recognizing and acknowledging that the current CEO is no longer helpful to the nonprofit organization is never easy to come by. Beyond malfeasance and under-performance, obvious reasons for initiating such a discussion, there are often other indicators: his/her modest leadership skills, ineffective discussions between the CEO and the board chair, criticism from external stakeholders, overemphasis on tactics unbalanced by a focus on strategies, etc.

Volunteer directors are loathe to be confrontational when a CEO has been marginally satisfactory for a number of years, preferring to avoid the “drama” that inevitably accompanies the “changing of the guard.” Directors know such a change may be confrontational and the action of the majority may even split the board. They also inherently know that a termination will require more board meeting time and negotiations, something that can interfere with job and personal commitments.

Yet this type of change can’t be accomplished in a clear and pristine manner — a textbook change is usually not the case. The board first needs to take three major steps.

Work with the CEO – In the best of all scenarios, the CEO’s contract may be expiring and/or she/h may be ready for a transition. The two parties can then arrive at an amicable agreement and timetable for change. Even in this less painful circumstance, there is the possibility that there may be resistance from some board members and staff. If the best scenario is not realistic, arrangements need to be made for the CEO’s termination, hopefully in a mutually satisfactory process.

Board to have its “boots on the ground” — The board needs to make an initial assessment of the qualities necessary for a successor and then move forward and decide to identify potential candidates internally or start to contact employment sources. This requires the board to have comprehensive knowledge of strengths and weaknesses of all managers now reporting to the CEO. It also assumes that the board, in succession planning, knows the capabilities of all personnel who may become successor candidates.

Board consensus – Volunteer directors, not having a financial stake at risk, may be swayed by a jumble of emotion and loyalties. Even though there is a respectable consensus as the process begins, it is not unusual to have some fallout among the directors who may change their minds prior to taking action. In addition, be prepared with a backup plan to address the outbursts of protest from staff, outside community and possibly industry.

The change at best will be disruptive, but the board must remain resolute, never losing sight of the overall rationale. The CEO position needs to evolve as the board reviews opportunities to grow and increase the level of the organization’s services. If the CEO is a “C” Level player, the board has an obligation to seek a “B” level candidate who will be comfortable with the nonprofit’s expanded scope. And if a strategic goal requires a merger or acquisition along with a mission modification, the board would need an “A” level player. A realistic vision of the organization’s growth direction will dictate the strengths required to effectively recruit a new executive leader.

Calming the waters associated with CEO change:

Keep the board resolute! – As stated earlier, volunteer directors can become emotional and succumb to outside pressures and protest. Be sure that they stay “on message” whether or not the vote was unanimous. Pay special attention to the relatively new board members who may not have internalized the organizational history as deeply as others.

Keep the CEO informed — Once the decision is firmly approved, inform the CEO as soon as possible and in person. Do not notify by letter or email. Be mindful of the contributions he/s has made to the organization and provide reasonable incentives (bonus, references, etc.) to help during the transition. Determine if it is politically and staffing wise to keep the outgoing CEO in a subordinate position, should some specific skills are needed.

Treat outgoing CEO with respect – She/h has made contributions and needs to be credited for them.

Move quickly – Even if the outgoing CEO stays in place for a while or an interim CEO is appointed, set a goal for finding the replacement in a matter of a few months.

Avoid litigation – Legal counsel may be needed to review the termination process to be certain all legal bases are covered.

A change of CEOs is a complex and emotional process. But when the board has identified a significant deficit in the CEO’s intellectual and/or managerial skills that may impede stability and/or further growth, it is of paramount importance that a new CEO be engaged. And it is the right time to make that happen.

 

 

Applying Fundamentals of a Nonprofit’s DNA To Enhance Planning

Applying Fundamentals of a Nonprofit’s DNA To Enhance Planning

By: Eugene Fram

No two nonprofit organizations are identical. Each may reflect similar missions visions and values but—because of basic differences in their DNAs * —are clearly impacted by distinct characteristics that may have developed over a long time period.

Bob Harris, CAE, suggests a nonprofit’s DNA consists of five elements. * * Following are my thoughts on how they can be applied, if a nonprofit board wants to develop an understanding of the “real world” applications of the Harris DNA elements. This needs to take place prior to the planning efforts. (more…)

Mismanagement Causes Huge Agency Failure—A Word To The Wise Nonprofit?

Mismanagement Causes Huge Agency Failure—A Word To The Wise Nonprofit?

By Eugene Fram

Rarely do failed for-profit or nonprofit organizations get a posthumous review of what actually went wrong. The collapse of one of the largest nonprofits in the US, the Federal Employment Guidance Service (FEGS) of New York City, is a noteworthy exception. Details of the causes that led to the human service’s demise were aired widely throughout NY media. * This organization had a $250 million budget, with 1900 employees who served 120,000 households covering a range of mental health and disability services, housing, home care and employment services.

Following are my interpretations of what its board should have done to avoid such a tragedy.

Failure of nonprofits: Failure of small nonprofits is rampant for a wide variety of known reasons. For example, “Nonprofits tend to be more trusting of their employees and have less stringent financial controls than their for-profit counterparts.” **

Outside of fraud being involved, the FEGS failure demonstrates that no nonprofit is too big to fail, probably because of a lack of board due care. Boards have to be acutely aware of the professional financial competencies of their CFO and CEO or well-meaning people who naively believed that loans could be easily repaid. There should have been a well-documented financial l strategy. The nonprofit closed with $47 million in loans/liabilities/debts.

Symptoms of impending collapse: Clearly with $47 million being owed, common financial ratios should have alerted knowledgeable board members to the coming catastrophe. But in the nonprofit environment, it is not unusual to that find directors, even business executives, are unfamiliar with the fund accounting approach used by nonprofit organizations.

In addition, contracting city and state agencies failed in their reviews of the organization’s finances. However, some nonprofits, either intentionally on unintentionally, can saddle contract reviewers and directors with so much information that even the most conscientious can’t spot problems. (Humorously, directors in this category are referred to as “mushroom directors” because like growing mushrooms, they are kept in the dark an covered with excrement. But this type of tactic was successfully used against IRS auditors in the Madoff debacle.)

Government or Foundation Contracts: In accepting these contracts, nonprofits must be realistic about whether or not there is enough money to cover full costs. They can’t be blinded by what the contract can do for the organization’s client. If adequate overhead funding is not attached to one or more of these agreements, they eventually can cause bankruptcy, because the nonprofit eventually will have to borrow or seek additional donations to cover them.

How Nonprofit Boards Can Avoid Problems

Review Financials: Current financials need to be given to directors monthly, or at least quarterly if the board meets less often. The very detailed budget data can often be difficult for those without budget experience. At the least, everybody on the finance committee needs to be able to intelligently review the income statement and balance sheet. Also they need to be aware that funding accounting permits some unusual twists—food donations, for example, can be included in revenues, based on an estimate of their value. Consequently, cash revenues and expenditures need to be a focus for directors’ analysis.

Make certain that financials are delivered on timely and complete bases. Problem Example: One CFO didn’t submit accounts receivable reports for nine months because he said he was too busy to compile it. Neither the board nor the CEO demanded issuance of the report. When finally delivered, it was clear that the CFO was listing a substantial number of noncollectable accounts as active ones. Both the CFO and CEO were fired, and the nonprofit had to hired expensive forensic accountants to review the impact.

Gaps Between Revenues and Expenditures: This is the ultimate red flag, if not followed carefully. It may vary from period-to-period in a predictable pattern that everybody understands, but if the gap continues, say for four to six months, strong board action is necessary.

Adopt written financial policies: These are necessary to make sure all concerned with finances are on the same page. Since interpretation is often required in financial decisions, nothing should be left open to broad interpretation.

Contracts with governments, foundations and others: Make certain that reimbursements for indirect costs are included. If not included, have a benefactor ready to step in to cover the costs.

An old Chinese proverb, “A wise man (or woman) learns from his/h own experience. The wiser man (or woman) learns from the experiences of others.” One hundred twenty thousands households and individuals lost services from an 80 year old human service nonprofit. There is much to learn from the collapse of FEGS.

* https://www.councilofnonprofits.org/thought-leadership/what-we-learn-when-nonprofit-closes-its-doors

**https://www.blog.abila.com/nonprofit-fraud-facts-2016-global-fraud-study/

Going For Impact: A Non-Profit Blueprint For the Second Half of the Year  

 

Going For Impact: A Non-Profit Blueprint For the Second Half of the Year

By Eugene Fram     Free  Digiatl Image

For organizations and individuals, the end of the calendar year is the traditional planning period – the time used for self-assessment, strategizing and putting in place “game plan” for improvement and growth for the 12 months to come.

For many nonprofits, June 30th is the end of the fiscal and planning year. Yet the blueprint also offers the same opportunities to focus on improvement and growth.

But in today’s volatile, hyper-competitive and uncertain environment, this one-a-year exercise isn’t enough.

It just isn’t. Especially for nonprofits. And their boards of directors.

Here’s the good news: The year’s midpoint – upon us now – is a great point for an interim review. It’s a good time to review your game plan. Develop a vision goes beyond reviewing current budget projections against actuals and other compliance requirements.

I have identified five areas of focus – the last being a kind of “action plan” you can use to implement what’s of interest. Adopting just one of the many suggestions can yield a substantial return on investment.   They are: 

  • Your Leadership
  • Your Talent Pool
  • Your Fundraising
  • Your Impact Data
  • Your “Fix-It” Points

(more…)

Preparing the Nonprofit for the Unexpected Crisis

Preparing the Nonprofit for the Unexpected Crisis

By: Eugene Fram      Free Digital Image

Nonprofit boards and management, large and small, can suddenly be subjected to the trauma of an event that will shake the organization to its roots! While I am sure that larger nonprofits like the Red Cross have crisis management plans in place. I have yet to encounter a mature mid-sized nonprofit that has even considered anything beyond a temporary replacement for the executive director should he/she is incapacitated.

Yet it’s essential that every board chair know what to do if the executive director calls at 3AM to report that the nonprofit facility is on fire! With about 16% of all fraud losses emanating from nonprofits, how should the board chair respond when a new auditing firm reports that the executive director has been using thousands of agency dollars for personal expense?

In either of these instances, the board chair and members must be prepared to step into leadership positions that are frequently out of their comfort zones. A plan to deal with a crisis of any sort should be in position and reviewed by board and management on an annual basis. Here are some suggested topics that need annual updating:  (more…)