Ethics & Compliance

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

 

Once Again! Mismanagement Causes Huge Agency Failure—A Word To The Wise Nonprofit

By: Eugene Fram.    Free Digital Image 

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. Outside of fraud being involved, the FEGS failure demonstrates that no nonprofit is too big to fail 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 believe that loans could be easily repaid. There should have been a well-documented financial strategy. The nonprofit closed with $47million 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 board members, 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 board members with so much information that even the most conscientious can’t spot problems. (Humorously, board members 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 famous 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 board members monthly, or at least quarterly if the board meets less often. The very detailed budget data can often be difficult for board members 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 fund 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 board members’ analysis. Make certain that financials are delivered on timely and complete bases.

A nonprofit CFO didn’t submit an 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 uncollectible accounts as active ones. Both the CFO and CEO were fired, and the nonprofit had to hire 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://nonprofitquarterly.org/the-fegs-autopsy-a-case-of-bad-nonprofit-business-in-a-tough

 

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.

When Nonprofit Missions Get Muddled

 

 

When Nonprofit Missions Get Muddled

By: Eugene Fram   Free Digital Image

It happens over time. A passionately conceived mission starts to drift from its original intentions. Stakeholders begin to view a nonprofit’s purposes from a different angle. There is a discrepancy between how the organization is committed to act and external perceptions of its current actions. Nonprofit boards need to be on the alert to such misalignments that can go unnoticed in the perceptual “fog” of daily challenges. It can limp along for years without acknowledging the impact of the client reality by which the nonprofit is being judged.

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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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For-Profit Boards Versus Nonprofit Boards: Similar Challenges?

   

By: Eugene Fram                                  Free Digital Image

The wise person learns from his/h own experiences. The wiser person learns from the experiences of others. Chinese Proverb

The CEO Forum published an article covering the governance views of five business board members, known for their wisdom and vision.   Following are some of topics in the article that relate to nonprofit boards. *

Good governance is dependent upon well-curated boards. This means that nonprofit boards must look beyond the functional competencies (e.g. accounting, marketing, law, etc.) for candidates. Within these groupings, they need to seek candidates who have strategic outlooks, are comfortable with critical thinking and have documented leadership skills.   This requires recruiting and vetting efforts that go well beyond the friends, neighbors and colleagues who traditionally have been the sources for board positions. Also related is the issue of board succession, since that many will leave the board after a four to six year period. The current board(s) has an obligation to make rigorous recruiting and vetting become part of the nonprofit’s culture.

Assessing long-term sustainability. In the past, nonprofits have projected longevity because there will always be a need for the services or products they provide. This is no longer an assured proposition. Nonprofit day care centers now must compete with those that are for-profit. Improvements in medication have decreased the need for individual counseling and many new technologies can quickly solve problems that are embedded in the nonprofit’s mission.

Review governance best practices carefully! Know who is suggesting them and make certain they are appropriate for a specific organization. For example, some experts suggest that executive committees should be eliminated. However an executive committee that is responsible for a slim board committee structure can be effective in driving change and promoting better communications throughout the organization. **

Changing public accounting firms. Nonprofit accounting practice suggests changing public accounting firms about every five years. However one expert suggests, “It is important to ensure that judgment areas such as nonGAAP disclosures are well-defined, supporting calculations are well-documented and that the definitions and calculations are consistent across reporting periods.” At times of accounting firm change, nonprofit board members need to be able to add these issues to their question that they pose to management.

Ethics & Compliance. Like business organizations, nonprofits are subject to significant lapses in ethics and compliance. One study of  nonprofit fraud found that it 46% involved multiple perpetrators.  ***  As shown in the recent Wells Fargo debacle, establishing the tone for rigorous applications of a standard needs to start with the board and flow through all management levels. In the current environment, audit committees have to be especially alert and take immediate actions when red flags arise in either the ethics and/or compliance areas.   In my opinion, a nonprofit audit committee that meets only once or twice a year is not doing the necessary job.

Strategy. The nonprofit board has an obligation to help management see “around the next corner.” This involves board members assessing coming trends and sparking civil and meaningful board and committee discussions.

Board member comfort zones. Like their business counterparts, few nonprofit board members are “comfortable testing how to rock the norms.” It is easier to acculturate new directors to the current norms, a process that is inward bound and self-defeating. But a start can be initiated with questions such as, “If we were to start a new nonprofit across the street, what would it look like and who of the present board and a staff members would we ask to join us?

*https://www.forbes.com/sites/robertreiss/2017/05/22/americas-five-governance-experts-share-perspective-on-boards/#2a2ee326659a   

**For documentation see: https://goo.gl/QEL8x3

***https://nonprofitquarterly.org/nonprofit-fraud-its-a-people-problem-so-combat-it-with-governance/

Using A Nonprofit’s DNA In Planning?

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.

Board Structure: Nonprofit boards must effectively operate with a series of board committees. The number of committees varies widely. I have observed some with as few as three committees and others with as many as 15 committees. The latter group rationalizes the number by suggesting board member involvement leads to better understandings of missions, vision, and values. More desirable board candidates live time-compressed work and lifestyles and can’t become involved with committees that meet without defined charters or try to micromanage management decisions.

Three to about six committees seems to be optimal for a mature board in the 21st century. A startup board will require more committees to allow board members to assume operational roles. One warning! If this large committee DNA format is allowed to carry over into maturity, it can lead to a dominating board that will be difficult to change.

Strategy: “A Board must act strategically—not tactically” ** In terms of its DNA, strategy must be the “lifeblood” that helps relate all major decisions to the nonprofit’s mission.

Start-up nonprofits often focus on tactical discussions at Board meetings. Founders and board members must address tactical issues because board members have two responsibilities. They must govern and act as part or full-time staff.  But as the organization matures it becomes essential to fashion all agendas on policy/strategy issues. The responsibility for action resides with the Board Chair and CEO. The Board Chair, however, has a special obligation to proactively discourage lengthy discussions of tactical issues, frequently characterized as “weed discussions.” It should be emphasized that these are operational and management responsibilities, not Board agenda items. 

Sustainability: This factor involves several critical keystones. First is the sustainability of income sources. If, for example, the nonprofit is heavily dependent on governmental funding, to what extent is the nonprofit able to secure private and foundation sources should governmental support abruptly decline? Managers and audit committee members need to be continually alert to seeking new funding sources.

A second keystone involves succession planning. The Board has direct responsibility for CEO succession and must overview staff succession. The latter involves knowing who among staff personnel are promotable, or, with training, be able to fill managerial positions. In my opinion, most nonprofits boards don’t provide significant overview attention to staff promotions.

Relatively short board terms or tenures for most board members (4-6 years) allow the board to introduce new thinking. However, they may not motivate board members to come to grips with issues related to long-term sustainability. Board members are traditionally active for one planning cycle, assuming strategic planning takes place every three to five years. From a sustainability perceptive, this restricts discussions of DNA changes that may impact stakeholders in the seven to ten-year time frames.

Relevance: Two keystones are also important here. First clients and funders must be able to perceive that the nonprofit is fulfilling its mission with integrity and a focus on stakeholder satisfaction.

The second involves maintaining a strongly committed board. To achieve this goal, the Board Chair and CEO must take actions to make certain that each board member perceives that her/h contributions are meaningful.   These perceptions can only be determined from candid conversations with each board member. It’s the responsibility of both the Board Chair and CEO to annually assess that each board member is involved with meaningful activities.

Unlike humans, the DNA of nonprofit organizations can change with careful interpersonal adjustments. For example, assumed it is desirable to have emergency client services available 24/7 instead of the normal 40-hour working week. Then management and staff should work together to modify the DNA (fair scheduling hours, etc.,) to accommodate the change.

Performance: The approaches to assessing the value of nonprofits have recently changed. Focus has changed from assessing program outcomes to assessing program impacts. ***

Program objectives can be achieved, but they can have little impact on clients lives. For example, marriage counseling can be helpful in eliminating symptoms of problems to meet client satisfaction, but the results may lack impact because they don’t address the problems’ root causes. Data analysts are being employed by some nonprofits to model impact information that is being requested by foundations and donors. The task, however, can take a long time to implement.

Suggestion: Most well-run nonprofits review their missions, visions, and values every three to five years. A review of their DNA factors, prior to the planning cycle can enhance the process.

 

The Search For a New Nonprofit CEO Needs To Be Realistic

 

The Search For a New Nonprofit CEO Needs To Be Realistic

By Eugene Fram      Free Digital Image

Boardmember.com in its October 11, 2012 issue carries an op-ed item by Nathan Bennett and Stephen Miles titled, “Is your Board About to Pick the Wrong CEO.” Although targeted to for-profit boards, all of the five items listed in the article can be applied to nonprofit boards. 

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WHAT NONPROFIT & TRUSTEE BOARD MEMBERS HAVE A RIGHT TO KNOW.

By Eugene Fram        Free Digital Image

A blog developed by an internationally known  board expert* raises some pertinent governance questions mainly targeted to for-profit boards. Following are my suggestions how these questions could apply to nonprofit and trustee boards. In addition, field examples show what happened when the questions had to be raised in crises situations.

Does bad news rise in your organization?
“You may be the last to know.” For example, the board of a human services organization knew that the professional staff was not happy with a new ED with an authoritarian management style, but the board felt it needed to give him a chance to modify his style. Board members didn’t know that the staff  professionals had been meeting with a union organizer for nine months.
A labor election resulted, with the professional staff agreeing to work under a trade union contract.

Do your CEO & CFO have integrity?
“If the CEO or CFO holds back, funnel information, manages agendas, is defensive or plays…. cards too close to the, vest, this is a warming sign.” For example, a CFO was delinquent in submitting a supplementary accounts receivable financial report. The board and CEO accepted his excuses, but the data, when submitted, had a significant negative impact on the financials. Both the CEO and CFO lost their positions.  Should the board have also accepted some responsibility for the crisis?  

Do you understand the (mission) and add value?
The board members need to seriously answer this question:
If this organization were to disappear tomorrow, who would care?

Do you know how fraud can occur in your (nonprofit)?
Common wisdom prevails that there is little for-profit or nonprofit boards can do avoid fraud. To review nonprofit boards actions that can be taken, especially for medium and small size nonprofit boards, see; Eugene Fram & Bruce Oliver (2010) “Want to Avoid Fraud? Look to your Board,” Nonprofit World, September/October, pp.18-19.

Do you compensate the right behaviors?
“You are at the helm as board members. Whatever you compensate, management will do.”
Be certain the organization is compensating for outcomes and,more importantly, today impacts. Too often compensation is given for completing processes that are not tied to client impacts

Do you get disconfirming information?
Management is only one source of information. With the agreement of management, visit privately with people below the management level. Set a Google Alert for the name of the organization to see what others on the Internet are saying about your nonprofit’s relationships.

Do you get exposures to key (operational areas) and assurance functions?
“Bring key people into the boardroom, without Power Points. See how they think on their feet. It is good for succession planning and is an excellent source of information.”

Do you get good advice and stay current?
“Bring tailored education into the board room and stay on top of emerging developments. “ This is especially important for the nonprofit directors or trustees who serves on a board that is out of their area of expertise. For example, bankers might serve on a hospital boards.

Do you meet with (stakeholders) – apart from management?
Board members need to join with management in meeting key funders occasionally to determine if their expectations are fully met and what the board might do to foster a continuing relationship. This lets funders know that the board is involved over-viewing the organization’s outcomes and impacts.

*Richard Leblanc, “The Board’s Right to Know and Red Flags To Avoid When You Don’t.” http://www.boardexpert.com/blog, September 14, 2012
Note: Bold & quoted items are from the above blog.

 

Nonprofit Managers: Be Careful Who to Invite to a Virtual or In Person Meeting!!

Nonprofit Managers: Be Careful Who to Invite to a Virtual or In Person Meeting!

By: Eugene Fram         Free Digital Image

Most nonprofit CEOs would agree with the findings of a McKinsey survey that attempts to gauge the productivity of business organizations’ meetings. * The results of the probe showed that 61% of the respondents thought that at least half of the time spent around the table or on a monitor was non-productive.

Nonprofits can benefit from the study by considering the various roles played by the participants while attending  virtual or in person operational (not board) meetings. They advise the committee nonprofit chair to think twice before inviting people to attend. Following in italics are the roles recommended in the survey. After each, I project how these can be useful in identifying who should be present at  in person or virtual nonprofit meetings.

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21st Century Nonprofit Boards Need to be Proactive in Strategy Development

21st Century Nonprofit Boards Need to be Proactive in Strategy Development

By: Eugene Fram        Free Digital Image

Most Boards do not excel at strategy planning. In fact, when the subject is included on a meeting agenda, it usually produces a general lack of enthusiasm. A McKinsey study * cited weakness in for-profit boards dealing with the topic. And in my opinion, similar deficits are endemic to nonprofit boards whose response to strategic proposals is often simply– “ to review and approve.”

What causes these vital governing bodies to be passive when the future of the organization is obviously at stake? First, most nonprofit boards meet between 8 and 12 times a year, for what averages to about 1.5 hours monthly. With an agenda crammed with compliance issues and staff reports, there is little time left for board members to dive deeply into a discussion of future transformative efforts on behalf of the organization. When a new strategic plan is developed (that may only occur once every 3-5 years, with a limited perspective), its implementation is not as rigorous as it should be—even in high performing boards.

According to the McKinsey study, only 21% of business directors claim to fully understand the firm’s total strategy. Because of their diverse backgrounds, the percentage of uninitiated nonprofit board members is probably similar or even lower!

Next, the study also reports: “…there is often a mismatch between the time horizons of board members and that of top management.” Since the median tenure for a nonprofit board member is between four and six years, it follows that management‘s experience with the mission environment exceeds the vast majority of board members. Since the outset of the 2009 recession, it becomes critical that a dialogue between board and management brings focus to economic priorities. When the economic environment remains more dynamic, it requires much more discussion.

Questions that board and management need to consider to overcome these issues.

• How well do board members understand the mission dynamics? In terms of nonprofit experience, management has a better understanding of the mission’s environment. As a result, management needs to be proactive in educating board members about the dynamics involved. This can take place at meetings, retreats or engaging outside experts to interact with board members. Where it is possible and appropriate, management should invite board members to join them at local or regional conferences.

• Has there been enough board-management debate before a specific strategy is discussed? “Board members should approach these discussions with an owner’s mind-set and with the goal of helping management to broaden its thinking by considering new, even unexpected, perspectives.” During these debates management should provide information on key external trends affecting the mission. It also needs to review: strengths and weaknesses of staff talent to achieve the mission, the abilities of the nonprofit to differentiate itself and to increase services to its clientele. All of this can keep the organization from perpetuating the status quo—providing small budget increments and keeping current clients satisfied, not seeking growth.

• Have the board and management discussed all strategic options and wrestled them to the ground? Nonprofit board members and their managers may not be used to having high-quality discussion like these. To provide bases for these types of conversations the board must view management as a set of peers with different responsibilities. “Creating a participative, collaborative dynamic while maintaining a healthy tension is critical.”

“Developing strategy has always been complex—and becomes more so with a board’s increased involvement, which introduces new voices and expertise to the debate and puts pressure on management teams and board members alike to find the best answers.”

* http://www.mckinsey.com/business-functions/strategy-and-corporate-finance/our-insights/tapping-the-strategic-potential-of-boards