Dysfunctional nonprofits

Do Nonprofit Boards Neglect Oversight of Internal Leadership Development?

Do Nonprofit Boards Neglect Oversight of Internal Leadership Development?

By: Eugene Fram

Although the nonprofit CEO is charged with nurturing the development of his/h staff, the board is responsible for over-viewing the process. Research evidence shows both board and management are neglecting their duties in regard to this responsibility. Only 30% of nonprofit CEO positions are filled internally, a rate that is about half the rate of for-profit organizations. *

The same research shows that,“Hiring the more (internal personnel) can improve performance at the two-year mark by 30%.” These data are even more troubling when roughly related to those of large corporations that concluded that 40% of those hired from outside the organizations are replaced within 18 months. **

Why Are Nonprofit Boards Not Paying Enough Attention?

  • Board Turnover: The most common board structure is two consecutive 3-year terms. Board chairs most commonly serve two consecutive 1-year terms. This in itself can easily create a “short term” board culture.Board members and chairs know they have relatively short tenures and may want to take actions that show more immediate results. Leadership development can be the antithesis of such actions. It takes time andnurturing.
  • The Board-CEO Relationship: Nonprofit boards, as conservators of the organizations assets, are often hesitant to remove an incumbent CEO, sometimes, even when the person has been involved with nefarious activities. Consequently, many nonprofit CEOs are what I call “mind-the-store” types. They have small growth percentages each year, have their financial processes in order, but fail to have enough competent subordinates who are capable of promotion. As a result, those board members who want to establish a culture for leadership growth have to wait for the incumbent CEO to leave or retire. Most board members, as volunteers, fear the interpersonal conflict and added time commitment that follows a board initiated CEO termination. As a result, all plans for change, such as leadership development, can’t thrive without the active support of the CEO
  • The CEO’s Comfort Zone: Few, if any nonprofit CEOs I have encountered take pride in reporting that some of their direct or indirect subordinates have left for substantial success elsewhere. Many currently who have risen in the organization from a line position have had to acquire newer management skills. Consequently, less qualified incumbent CEOs may view more able but less experienced subordinates as a career threat, and they have little interest in promoting leadership development. Moving Leadership Development Into a Nonprofit Culture

Moving Leadership Development Into a Nonprofit Culture

A board member who serves for six years my have some opportunities to introduce leadership development into a nonprofit organization’s culture:

• When Interviewing A CEO Candidate: Ask about leadership development in prior jobs. Ask the candidate about his/h most outstanding direct report and the most problematic one. Look for answers relating to pride in developing subordinates and for engaging able younger managers throughout the organization. Also ask references about these issues.

• A New Strategic Plan: Have the board agree with the CEO that leadership development is critical at all levels and establish some modest mutual objectives when beginning the process of introducing a new strategic plan.

• When The Lack of a Process Affects the Nonprofit’s Impacts: Establish leadership development as a major CEO objective to be accomplished within a reasonable time frame. Seek a new CEO, if the person fails to perform.

Younger people often seek careers in nonprofit organizations because they want to contribute to the lives ofothers or to the social welfare of the greater community. After some years of direct service experience,some may discover they have leadership potential. Without a leadership development culture, nonprofits will lose these able persons to the for-profit sector, for better financial rewards, or find they will become staff persons who do their job adequately but look other outside activities, like political office, to satisfy their leadership ambitions.

* http:/hbr.org/2015/12/nonprofits-cant-keep-ignoring-talent-development

** Ibid

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 and 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.

A Case of Disruption

One nonprofit long-tenured CEO retired. He was well-liked and had a “laid back” management style..

His replacement style was quite different. Soon after the new CEO had established himself with the organization, complaints from senior staff members reached the Board. They described his style as too “authoritarian.”

Board response was mixed—proposed solutions to the situation created polarization between two groups. One insisted on immediate termination of the newly hired executive. The other group suggested that he be retained and counseled by board members with significant management experience. A vote was taken and the latter group won by a small majority.

Three months later, the complaints escalated. The CEO’s “I’m in charge” attitude continued to cause friction and this time, he was replaced. The organization prospered for years under the newest CEO’s direction. In the interim between the two CEOs, a union hearing about the conflict, organized the professional staff. Because trust couldn’t effectively be restored, the union still represents the professional staff today!

Other Stakeholders

Other stakeholder groups will need the leadership of the BC or the BC and CEO.

  • The media: Assuming the nonprofit’s issues become public, either the BC or CEO should be designated as the organization’s spokesperson. If neither of these persons feels comfortable in assuming this role, another board member should be appointed to the position. It must be clear to others on the Board or in senior management that only the designated spokesperson speaks for the nonprofit.
  • Staff Personnel: Generally the CEO should be responsible for keeping Staff informed. Under no circumstances should Staff be first informed by a media source.
  • Donors: Significant donors, foundations, government officials and others need to be contacted by the BC or CEO. If other board members or the CEO are also needed to handle the task, a list of “talking points” needs to be provided.
  • Vendors: If fraud or other financial manipulation is involved, the BC needs to consult with legal counsel, to determine who best should be the contact person to assure that vendors know they will be paid.

Legal Considerations

  • Engage An Attorney? It all depends on the complexity of the situation. Consulting with legal counsel would be required when terminating a staff person with a contract. It might not be needed if a police investigation determines a staff person has been stealing the nonprofit’s assets.
  • Board Determines Theft Punishment? I read about a situation where a staff person stole money. The Board continued the person’s employment as long as he repaid the funds. I hope that the board reviewed the action with an attorney to determine if its action met the criteria for due care.
  • Friends Group: Nonprofit board dissensions may motivate a group of former board members, donors or employees to form an outside cohort to help solve the problem. In several situations I have observed or have been involved, they have assumed the name “Friends of…..”. Based upon my experiences and observations, these cohorts have not been effective.

Several years ago I was in contact with two nonprofit BCs facing board and/or membership disruptions issues. Both have reported their frustrations with this comment, “ I didn’t sign up for this, when I volunteered.” One has been able to settle the problem; the other is ongoing. I hope that other nonprofit BCs will keep the above guidelines in their repertories should they be placed in a similar position.

Is Your Nonprofit Strategically Deprived?

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Is Your Nonprofit Strategically Deprived?

By: Eugene Fram   

A vital concern to the future of any nonprofit organization is frequently neglected. Responsibility for the lack of strategic planning must reside with the chief executive, board members and the tactical challenges that inevitably flow to the board.

Before a nonprofit board can begin successful strategic planning, it must:
• fully understand the difference between strategic and tactical planning.*
• have a fully engaged chief executive involved with the board in the leadership of the strategic planning process.
• have a proportion of board directors with some specific types of strategic oriented experiences.

For example, one faith based organization recreational facility I know built a modern new building. However, the leadership was unaware of the quietly growing demand for preschool education in the area. As soon as the new building was opened, several parts of the structure had to be remodeled to accommodate a growing preschool population.

While I admit that planning for coming societal and behavioral, changes is difficult, like the one in the example, I suggest that any nonprofit board needs to take “inventory” of the following backgrounds of the current chief executive and board members.

How strategically capable is the organization’s chief executive? Does he or she stay at the leading edge of the field? Has the board recruited the chief executive for a strategic acumen or for just keeping the organization on a stable course?

How successful has an organization been in recruiting some of the following types of board members?
1. Those with enough time to become thoroughly acquainted with field related to the mission, visions, values of the organization’s operations. After all, many nonprofit board members serve on boards whose fields of focus are quite different from those in which they have working experience.
2. Those who can distinguish between a strategic plan and a tactical plan?
3. Those capable of critical thinking, questioning past assumptions as they relate to the future assumptions.
4. Those who have had successful strategic planning experiences at a high (not tactical) levels on other FP or NFP boards.
5. Those who have innate visionary abilities to assess future opportunities or roadblocks.
6. Those who have failed with past unsuccessful strategic plans but learned from their mistakes.
7. Those who can realistically project the financial challenges a strategic plan will develop.
8. Those with significant prior NFP or FP experience who can be models for younger directors with time restrictions who contribute via time limited task force assignments. But they need much more seasoning with understanding governance functions because they often rubber stamp board chair or CEO suggestions.

Addressing these recruitment issues in a forthright manner should enable nonprofit organizations to determine if they are strategically deprived. This move also might improve nonprofits’ records for strategic planning.

*  “strategy is the action plan that takes you where you want to go, the tactics are the individual steps and actions that will get you there,

Once Again! What Does Nonprofit Board Oversight Mean?

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By:Eugene Fram

Frequently, I encounter nonprofit case stories surface related to inadequate oversight by nonprofit boards of directors.  Some of the cases result in substantial dollar losses to the nonprofits. Following is my personal list of what reasonable board oversight means to attempt to help nonprofit boards of directors to avoid such losses.

  • At least half the board should be able to analyze the monthly or quarterly financial statements.  Have voluntary information sessions available for those who do not have the skills.
  • Make certain that an external audit is conducted at least every two years, and the board is involved in the selection of the external auditor from a list of two or three suggested by board members and/or management. [i]
  • Be alert to the system used for developing new programs.  Be wary when new programs are described such as “mindboggling.”
  • Be certain the organization has either a comprehensive assessment committee, finance committee, and/or audit committee. (Some states require nonprofits to have an audit committee once the organization has a certain annual revenue.) 
  • Be alert to the development process for filing critical reports –Examples:  990s, employee tax withholdings and both state and federal tax reports.[ii]
  • Make certain the board has developed or is developing a current strategic plan.
  • Make certain that the organization has a knowledgeable CFO.  No board member should have to worry about the safety of the organization’s assets.
  • Be especially alert when financial reports are frequently late or one or more directors perceive financial personnel are inadequately skilled. 
  • If you don’t understand something, be ready to raise questions, even if the question appears to be innocuous
  • Nonprofit transparency is critical in the 21st century.  “Trust But Verify.”

[i] For guidance in this process see: Eugene Fram & Bruce Oliver, (2010)“Want to Avoid Fraud?  Look to Your Board,” Nonprofit World, pp.18-19.

Board Member Networking Pays Off for Nonprofits

By Eugene Fram    

Over decades of nonprofit board membership and consulting, I have rarely observed volunteer board members effectively networking with their peers to develop best board practices. Also rarely do I see them accompany management to regional or national conferences related to the nonprofit’s mission. These types of exposures are necessary to have groups of board members capable of making generative suggestions.

For board members who are willing and able to network, I suggest the following: 

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Are Nonprofit Boards Capable Evaluating Themselves?

Are Nonprofit Boards Capable of Evaluating Themselves?

By: Eugene Fram       

A 2025 survey of business boards by PWC (Accounting/Consulting Firm) yielded the following results;

  • More than half (55%%) of board members think someone on their board should be replaced.
  • Most board members (78%) do not believe their boards’ asssessment process provides a complete picture of overall board performance.
  • A majority (51%) say their boards are insufficiently invested in the investment process.
  • About half (45%) seek addiktional education or training on key topics.*

Given that many of these business boards have the financial power to employ legal counsel or consultants to conduct a rigorous impartial evaluation, what can a nonprofit board, with limited financial resources, do to make sure that the board and its members are being fairly evaluated to drive change?

Ask The Tough Questions:  No matter what process is used in the evaluation, the board has to address some difficult common questions.  These include:

  • To what extent are board members overly compliant with the wishes of the board chair or CEO? Having been a veteran nonprofit board member or a consultant with dozens of others, I find there is a tendency for nonprofit board members to “go along to get along.” As a result, the board tends to be compliant with the wishes of the board chair, the CEO or an influential director. Rigorous/civil dissent is not part of meeting discussions.
  • Leadership selection discussions are rarely a priority. Often, through lack of interest or the organization’s formal culture, the board has little contact with staff members below the senior management level and little interest in assessing where future management strength can be developed.
  • I have yet to encounter a nonprofit board that is willing to discuss its effectiveness in terms of overall strengths or weaknesses. Critical tough questions are: Are all members contributing at a minimum “get or give” level?  Especially between meetings, how can board’s internal communications be improved? To what extent does the board become involved in micromanagement or perpetuate it long after the board has outgrown the startup stage?   For example, I observed one mature board make a decision about the timing of fundraising events and then spend the next hour brainstorming the types of events that might be developed—clearly a management responsibility to investigate.
  • The strategic strength of the board. Nonprofit board member backgrounds should be aligned with the emerging needs of the nonprofit.  Examples, if fund development is going to be a priority, a person with event planning experiences should be recruited. If the reserve fund return is not being maximized, a person with a financial background, not a CPA, is required.
  • The ineffective nonprofit director. It is the most vexing problem that boards face. This person’s behavior can range from one who monopolizes discussions to the person who attends meetings but never makes any financial or other types of contributions. Some boards claim that they can approach the problem by asking each director to assess the effectiveness of his/h colleagues, but in decades of nonprofit governance experiences, I have never encountered a board that has had this process in place.

Review Current Practices:  If the board has never been self-evaluated, to do a proper self evaluation, these steps are important:

  • Develop a questionnaire to be completed by all board members.  It should be carefully crafted to determine how the board as a group and each individual board member contributes to enhancing the organization’s mission.
  • The committee assigned to the project should seek the assistance of someone with professional evaluation competence to guide the work.  Hopefully he/s will accept the assignment on a pro bono basis. This also can be an interesting project for a small group of graduate students, guided by a knowledgeable professor.  Because of the confidential nature of the material, no more than three students should be involved.
  • Develop the processes for dissemination, confidentiality, collation of materials and organization of survey information. Again, engage a professional to assist with these efforts.

Traditionally, nonprofits use a simple questionnaire to evaluate the organization and the CEO. Their development processes vary widely, and their usefulness often can be questioned when not all board members take the time to thoughtfully respond to the survey or when it is developed by committee. However, board self-evaluation needs to be completed with professional assistance, and the results reported with diplomatic care to drive positive board change.

*https://www.pwc.com/us/en/services/governance-insights-center/library/assets/pwc-2025-annual-corporate-directors-survey.pdf

A Nonprofit Board Has A Problem With A Recently Hired CEO – What To Do?

A Nonprofit Board Has A Problem With A Recently Hired CEO – What To Do?
By: Eugene Fram.         

With some possible variations, is the following scenario one that is frequently repeated elsewhere?

• The nonprofit board had engaged, Joe, an experienced ED.  The prior ED had been in place for 25 years, and was evidently unwilling to move to meet changing client needs. For example, the agency only offered counseling services five days a week, 9 am to 5pm, with hours extended to 8 pm on Thursday night. There were no client options for emergency calls during nights or during weekends.


• Joe had been in place for about 6 months making some changes, evidently in an authoritarian manner. The board heard about the staff’s dissatisfaction with Joe’s management style, met with Joe and the staff together and decided to leave Joe in place. It was assumed that he and the staff were capable of healing the rift.
• However, three outside forces then came in to play. First, a trade union heard about the staff’s dissatisfaction and assigned a recruiter to enroll the professional staff as a chapter of the union to bargain for wages, benefits and working conditions. (The union already had a local governmentally supported human services unit as a member chapter.) Second, the agency was a very old one, and a group of community leaders, fearing this problem would cause the demise of the agency formed an unrequested advisory group called, “Friends of ABC.” Third, the United Way gave the agency 6 months to provide evidence that the problems were subsiding, or it was going to substantially reduce, the large portion of the agency’s budget it provided.
• Joe’s management style did not change. He was terminated with a six-month pay package in order to avoid a legal suit.
 A ED/CEO then was fortunately hired, who was well known in the community, was an experienced social worker, and had union negotiating experience.
• The professional staff decided to join the union.
• The new ED/CEO remained at the helm of the agency for 25 year, bringing innovation and change. However, the professional staff remained in a union chapter. Mistrust was hard to breach.

This is a case with which I was involved as a board member. Based on your nonprofit board experiences, to what extent have you noted a similar pattern?

• A nonprofit board misjudges the requirements for filling the chief executive position.
• Organizational discord becomes a problem.
• The board is slow in taking action, by trying to give the new ED time to resolve the problem.
• The board then terminates the chief executive for failing to meet objectives or because there is still substantial organizational discord.
• Groups in the community become involved in the organization’s internal problems.
• The ED/CEO is fired.
• A ED brings change, but there is still a feeling of mistrust that permeates the communications of the agency for decades.  The union continues to be the bargaining spokesperson for the professional staff, long after most staff members involved with the situation have retired  or taken other positions

Nonprofit Boardroom Elephants and the ‘Nice Guy’ Syndrome: A Complex Problem?

By: Eugene Fram   

At coffee a friend serving on a nonprofit board reported plans to resign from the board shortly. His complaints centered on the board’s unwillingness to take critical actions necessary to help the organization grow.

In another instance the board refused to sue a local contractor who did not perform as agreed. The “elephant” was that the board didn’t think that legally challenging a local person was appropriate, an issue raised by an influential board member. However, nobody informed the group that in being “nice guys,” they could become legally liable, if somebody became injured as a result of their inaction.

Over the years, I have observed many boards with elephants around that have caused significant problems to a nonprofit organization. Some include:

• Selecting a board chair on the basis of personal appearance and personality instead of managerial and organizational competence. Be certain to vet the experience and potential of candidates carefully. Beside working background (accounting, marketing, human resources, etc.), seek harder to define characteristics such as leadership, critical thinking ability, and position flexibility.

• Failure to delegate sufficient managerial responsibility to the CEO because the board has enjoyed micromanagement activities for decades. To make a change, make certain new board members recognize the problem, and they eventually are willing to take action to alleviate the problem. Example: One board refused to share its latest strategic plan with it newly appointed ED.

• Engaging a weak local CEO because the board wanted to avoid moving expenses. Be certain that local candidates are vetted as carefully as others and that costs of relocation are not the prime reason for their selection.

• Be certain that the board is not “rubber-stamping” proposals of a strong executive director/CEO. Where major failures occur, be certain that the board or outside counsel determines the causes by conducting a postmortem analysis.

* Retaining an ED who is only focusing on the status quo and “minding the store.” The internal accounting systems, human resources and results are all more than adequate. But they are far below what can be done for clients if current and/or potential resources were creatively employed.

* A substantial portion of the board is not reasonably familiar with fund accounting or able to recognize financial “red flags.” Example: One CFO kept delaying the submission of an accounting accounts aging report for over a year. He was carrying as substantial number of noncollectable accounts as an asset. It required the nonprofit to hire high-priced forensic accountants to straighten out the mess. The CEO & CFO were fired, but the board that was also to be blamed for being “nice guys,” and it remained in place. If the organization has gone bankrupt, I would guess that the secretary-of-state would have summarily removed part or all of the board, a reputation loss for all. The board has an obligation to assure stakeholders that the CFO’s knowledge is up to date and to make certain the CEO takes action on obvious “red flags”.

* Inadequate vetting processes that take directors’ time, especially in relation to family and friends of current directors. Example: Accepting a single reference check, such as comments from the candidate’s spouse. This actually happened, and the nominations committee made light of the action.

What can be done about the elephant in the boardroom?

Unfortunately, there is no silver bullet to use, no pun intended! These types of circumstances seem to be in the DNA of volunteers who traditionally avoid any form of conflict, which will impinge upon their personal time or cause conflict with other board members. A cultural change is required to recruit board members who understand board member responsibilities, or are willing to learn about them on the job. This is an important interview question to pose to candidates because it highlights the importance of good governance as a contribution. I have seen a wide variety of volunteer board members, such as ministers and medical personnel, successfully meet the challenges related to this type of the board learning. Most importantly, never underestimate the power of culture when major changes are being considered.

In the meantime, don’t be afraid to ask naive questions which forces all to question assumptions, as in Why are we doing the particular project? Have we really thought it through and considered other possibilities?

Board members need to have passion for the organization’s mission. However, they also need to have the prudence to help the nonprofit board perform with professionalism.

Nonprofit Board Members Must Be Vigilant

By: Eugene Fram

Based on the outcome of the Lemington Homes case precedent cited below, not being rigorous about their due care evaluation responsibilities can be peronally costly to nonprofit board mmbers.

The personal cost of director inattentiveness is made painfully clear in an important federal appeals court decision. The U.S. Court of Appeals decided the decision, in re Lemington Homes, on January 26, 2015 for the Third Circuit. … [T]hese difficult facts arose from a small, nonprofit organization. … Yet the standards for board members applied by the appeals court are quite clear.* (The case results) also addresses the appropriateness of punitive damages against officers and board members…).

The court determined that (15 of 17) board members took no action, despite clear evidence of deficient care to the institution’s residents. …[T]his breach of care, (led to) $2,250,000 in joint and several compensatory damages. As such, the decision offers a particularly valuable — and practical — board education opportunity.

The lack of nonprofit director and officer care is not unusual, possibly because board members are part-time volunteers, sometimes not understanding their potential liabilities.

Following are some examples of board laxity that I have encountered over the decades that I have been involved with nonprofits that might lead to personal liabilikty.

• Failure to assess staff realities – A social work staff became concerned with the authoritarian style of a newly appointed ED. The community style board felt that to avoid negatively publicity about the agency it needed to give the ED a second chance to improve relations. In the meantime a local electrical workers union heard about the problem and, without the board’s knowledge, began to take steps to unionize the agency’s social work staff. At the end of six difficult months, the staff voted to be unionized, and the ED was fired for failing to develop positive staff relationships. The organization’s United Way funding was temporarily placed in jeopardy — a reputation loss to the board members and management.

• Lacks an effective audit committee — I have encountered many nonprofit boards that don’t have an audit committee, even when it is a state requirement. This is especially prevalent when nonprofit boards feel too rigorous an examination indicates that the board does not trust management and staff. The other extreme that has been reported in the press is where the ED is clearly guilty of an offense, but the board refuses to take proper action and state authorities have to replace the board members.

• Board members don’t protect each other — I have encountered situations where the board has refused to purchase D&O insurance for its directors and managers. The faulty rationale was that the board is very close to the finances, and “(fraud) can’t happen here.” At the time, the board had responsibilities for a $400K annual budget, a $700K reserve fund and $24 million in real estate assets. Note, if a $1 million D&O policy only covered theboard member fines in the Lemington Homes case, the 15 directors together would be personally responsible for the balance, an aver each plus a reputation loss.

• Boards are not attentive to compliance basics such as: —
1. Making certain that all directors are thoroughly familiar with duties of due care; their responsibilities related to the IRS Form 990, the Intermediate Sanctions Act and the basics of fund accounting for financial reports
2. Requiring all persons involved with finances take two weeks vacation each year.
3. Making certain that the board and top management are serious about punishing those who use organizational resources for themselves.
4. Requiring board members to sign a conflict of interest statement each year.
5. Making certain that all non-routine expenditures over XX have signatures of two board members.
6. Making certain all persons with access to cash are covered by a surety bond policy.
7. Changing auditing firms or the partner in charge of the account every three to five years.

Positioning Sustainable Nonprofit Organizations for 2026 & Beyond

Positioning Sustainable Nonprofit Organizations for 2026 & Beyond

By Eugene Fram        

Many nonprofits boards have entered their 2025-2026 fiscal years. From a “35,000 foot viewpoint,” following are three integrated nonprofit board functions that should have special focus to assure stakeholders that the nonprofit has long-term organization sustainability.

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