Get or Give Obligations

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

How Prepared Are Board Members for the Challenges of the Nonprofit Culture?

 

 

How Prepared Are Board Members for the Challenges of the Nonprofit Culture?

By: Eugene Fram     Free Digital Image

Given that the typical tenure of a new board member is four to six years. And assuming that a new board member’s intention is to make his/her unique contribution to the organization’s progress before he/s rotates off the board and is supplanted by another “new” board member. With these factors in mind, I estimate that many volunteers enter the boardroom with little understanding of nonprofit culture. Even those who have served previously on business boards may initially spend valuable time in accommodating to the nuances of nonprofit practices and priorities before being poised to make contributions to the “greater good” that nonprofit create. Following are some areas that are endemic to nonprofits:

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Common Practices Nonprofit Boards Need To Avoid

 

Common Practices Nonprofit Boards Need To Avoid

Peter Rinn, Breakthrough Solutions Group, * published a list of weak nonprofit board practices. Following are some of the items listed (in bold) and my estimation of what can be done about them, based on my experiences as a nonprofit board director, board chair and consultant.

• Dumbing down board recruitment – trumpeting the benefits and not stressing the responsibilities of board membership. Board position offers frequently may be accepted without the candidate doing sufficient due diligence. At the least, the candidate should have a personal meeting with the executive director and board chair. Issues that need to be clarified are meeting schedules, “give/get” policies and time expectations. In addition, the candidate, if seriously interested, should ask for copies of the board meeting minutes for one year, the latest financials, and the latest IRS form 990.. These reports and the data revealed tell a great about the sustainability and impact of the nonprofit.

• Overlooking the continued absence of board members at board meetings, strategic and planning meetings. Many bylaws have provisions dropping board members who do not meet meeting attendance criteria established by the bylaws. However, such actions are difficult to execute because of the interpersonal conflicts that can arise. For example, one organization with which I am familiar had a director who did not attend any meetings, but did make a financial contribution to the organization. When his resignation was requested, he refused. Not wanting to create conflict, the board simply kept him on the board roster until his term expired and then sent him a note acknowledging the end of his term. The board chair, not the CEO, has a responsibility to have a personal conversation with the recalcitrant director. He/s needs to offer a “tough love” message in the name of the board.

• Taking a board action without conducting enough due diligence to determine whether the transaction is in the nonprofit’s best interest. Although each board member should sign conflict of interest statement each year, my impression is that this is rarely done. Board members should understand the potential personal liabilities that might be accrued as a result of violation of the federal Intermediate Sanctions Act (IRS Section 4958) and other statues. For example, under IRS 4958, a board member can have his or her personal taxes increased if involved in giving an excess benefit, such as selling property to the wife of a board member for less than the market rate. Some boards and their members need to be frequently reminded about their “due-care” responsibilities.

• Allowing board members to be re-elected to the board, despite bylaw term limitations. This often occurs when the board has given little thought to a succession plan, and the only person who seems qualified is currently in place. It also happens when the board has significant problems and nobody on the board wants to take the time to hold a time consuming position. Some boards, however, have a bylaw exception that allows a board chair, if scheduled for rotation, an extra year or two to be chairperson. Succession planning needs to be a yearly routine for top managers and for the board itself.

• Allowing board members to ignore their financial obligations to the nonprofit. To assess board interest in a nonprofit, foundations and other funders like to know that every board member makes a financial contribution within their means or participates in the organization’s “give/get” program. This topic should be discussed at the outset of recruitment so it can be full understood by all directors.

• Overselling the protection of a Directors’ and Officers’ (D&O) insurance and laws limiting the liability of directors. The importance of a nonprofit having a D&O policy, even a small one, can’t be overstated. I recently encountered a nonprofit that had operated for seventeen years without a D&O policy, although its annual budget was $500,000, and it was responsible for real estate valued at least $24 million. Each director should be knowledgeable about the potential personal liabilities involved with the board position. Frequently, board members assume that a D&O insurance policy covers too wide a range of situations.

• Allowing ignorance and poor practices to exist keeps leadership in control. Changing leadership and practice is difficult for both for-profit and nonprofit organizations. However, in the nonprofit environment it is more difficult because poor leadership and practices can continue for a long time period, as long as current revenues meet expenditures. They can even become part of the organization’s culture. In some situations, this state of affairs continues because the board has low expectations of management and staff. It’s critical that the leadership needs to be thoroughly evaluated annually.

There is much that nonprofit boards can do about avoiding common practices that weaken the effectiveness of the board.

* aka The Nonprofit Entrepreneur, Placitas, New Mexico

Should All Board Members Be Required to be Involved With Fundraising?

 

Should All Board Members Be Required to be Involved With Fundraising?  Updated Version

By Eugene Fram        Free Digital Image

Based on my experiences, I suggest those who have done it before or are willing, with some coaching, to try it.  However, board members also need to maximize their colleagues’ contacts.  That may involve teaming someone who does not usually get involved in fundraising with an experienced hand, if the inexperienced person knows a potential donor.

The CEO will also need to be an assertive leader when it comes to fundraising, but all board members will need to play an active or supportive role.  Neither board members nor CEOs can abdicate their fundraising roles.

Everyone on a nonprofit board should make an annual contribution.  This is accomplished by a Give and Get Policy.* Certainly, the amount depends on each director’s personal situation, but even a token amount is significant or useful contributions in other ways are in line with the policy.  When developing 21st century funding grant proposals for foundations or corporations, funders want to know whether or not all members of the board have a personal interest.

*https://www.amyeisenstein.com/set-give-get-policy-for-your-board/

 

Should Nonprofit Boards Be A Boot Camp for Corporate Executives?

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Should Nonprofit Boards Be A Boot Camp for Corporate Executives?

By: Eugene Fram.       Free Digital Image

Alice Korngold, President of Korngold Consulting, suggests, “Nonprofit board service is the ultimate leadership opportunity, giving business executives the personal and professional skills they need… .“ * She suggests that the following abilities can be developed from such experiences. But will the neophyte board member become attuned to some inappropriate nonprofit practices, such as micromanagement,  and promote them on subsequent nonprofit board assignments?  Following are some of the different experiences the business executive might encounter on a nonprofit board.

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Are Nonprofit Boards Capable of Evaluating Themselves?

Are Nonprofit Boards Capable of Evaluating Themselves?

By: Eugene Fram       Free Digital Image

A study of business boards by Stanford University yielded the following results:

  • Only one-third (36%) of board members surveyed believe their company does a very good job of accurately assessing the performance of individual directors.
  • Almost half (46%) believe their boards tolerate dissent.
  • Nearly three quarters of directors (74%) agree that board directors allow personal or past experiences to dominate their perspective.
  • And, perhaps most significant, the typical director believes that at least one fellow director should be removed from the board because the individual is not effective. *

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?

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How Prepared Are Board Members for the Challenges of the Nonprofit Culture?

How Prepared Are Board Members for the Challenges of the Nonprofit Culture?

By: Eugene Fram     Free Digital Image

Given that the typical tenure of a new board member is six years. In addition, a new board member’s intention  may be to make his/her unique contribution to the organization’s progress before he/s rotates off the board and is supplanted by another “new” director. With these factors in mind, I estimate that many volunteers enter the boardroom with little understanding of nonprofit culture. Even those who have served previously on business boards may initially spend valuable time in accommodating to the nuances of nonprofit practices and priorities before being poised to make contributions to the “greater good” that nonprofits create. Following are some areas that are endemic to nonprofits:

• Mission is Impact: Whereas the central mission of corporate boards is to make money for shareholders, nonprofit organizations, with their multitude of diverse missions, are commonly invested in impact. Most nonprofit directors, managers and staff are committed to helping the nonprofit organization fulfill its unique mission. I have seen staff and managers, often with highly marketable skills, remain with nonprofits despite financial pressure to move on. Dedication to the organization’s raison d’etre is a strong motivator that keeps good people working towards its accomplishment. Both types of organizations can report financial results quarterly, but nonprofits struggle to measure such long-term mission outcomes as  ” … enhanced quality of life, elevated artistic sensitivity, community commitment and successful advocacy… .” The elusive nonprofit challenge becomes how to measure impact in order to assess mission fulfillment. (http://bit.ly/OvF4ri)

• A Slower Pace: The pace of the decision process is decidedly slower in nonprofits than in the corporate board. This can occur for a number of possible reasons. It could be that the NFP’s charter may purposely set up requirements that preclude hasty and possibly unwise decisions—by mandating a period of deliberation before an action is formally voted upon. It may possibly be that the organization recognizes that it has insufficient staff for fast implementation. And there have been a number of cases when a nonprofit board has had to defer action because a succession of meetings has not produced a voting quorum!

• Get or Give Obligations: Nonprofit board members are said to stand “10 feet tall” in response to their commitment and service to the organization. The value of their time, energy and expertise is immeasurable. Another important aspect of good board management is ensuring the availability of adequate funds. To this end, many nonprofits ask board members to help generate and/or make annual donations themselves within the parameters of their resources. Commonly, directors are urged to make a “stretch” gift– and there are times when they are even requested to make their largest donation to that organization or seek donations or services from others. Some directors resist this type of pressure. But even with a development staff taking proactive development responsibility, it is still the board’s responsibility to pursue funds by every appropriate means.

• Board Chair, CEO and Staff Relationships: This triumvirate of positions makes up the lifeline of any nonprofit organization. Both Board Chair and CEO have their own designated spheres of influence that sometimes succumb to a board culture that is resistant to change. The staff has its own set of issues related to the nonprofit’s “flat” structure.  Here are some cultural breakdowns in internal relationships that can be disruptive to the organization.

The NFP Board Chair is probably more important than in an FP organization. The rank and file board members often defer to the current chair on proposed actions– generally to avoid conflict, which might impact donations or hobble potential networking efforts. This hesitancy to challenge the leadership cannot only impede progress but is apt to give the board a “rubber stamp” image..

The CEO will be the keystone to implementing a high-performance culture in a nonprofit organization. Boards are frequently resistant to consider replacing a CEO as long as he/s is producing at  a “C” or “B” level.  “If it’s not broken, why fix it?” is the view, albeit a short-term response. Understandably, the frequently shifting body of board members finds that maintaining the status quo is less disruptive. It is not, however, always in the best interest of the organization and its potential to grow and serve clients. 

The Staff, unlike in the FP hierarchy, is structurally often only one or two levels below the board, thus well attuned to the frequent rotations of board personnel. A continual shifting body of directors makes staff members vulnerable to changing priorities, which can significantly impact their work. Nonprofits should offer many opportunities for staff and board to communicate appropriately—to interact in informal settings and on board-staff committees. But creeping board micromanagement needs to be avoided as a danger for nonprofits. 

Summary: Once acclimated to the unique challenges of the nonprofit culture, serving on the board can provide an exceptionally rewarding experience. Board members will have a chance to work with others who are dedicated to the work of serving people with significant personal needs, improving the positive contributions of professional and trade associations and bringing value and enrichment to their communities.

 

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.

 

Falling in Love With the Mission & Other Sage Advice for First Time Nonprofit Board Members

 

Falling in Love With the Mission & Other Sage Advice for First Time Nonprofit Board Members

By: Eugene Fram          Free Digital Image

Sam Smith recently entered early retirement and wants to become a director on the board of a nonprofit organization. His motive is to give back to the community where he has prospered. As a first time board member, he can look to some advice from pros in the area, from an article by Stanford’s Center Social Innovation (CSI).
http://stanford.io/1qefmx1

Following are my reactions to some of the article’s suggestions, hopefully adding important field information. My comments are based on having served on 12 nonprofit boards over several decades and my experiences as a consultant to at least a dozen additional nonprofit boards.

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What Makes A Great Nonprofit Board Member?  Some Unique Suggestions!!!
What Makes A Great Nonprofit Board Member?  Some Unique Suggestions!!!

By: Eugene Fram          Free Digital Photo

Viewers may question my taking time to develop this post when a Google search, using the above title, shows about 302 million listings recorded in 0.63 of second! The answer is that I located a board article with a few interesting insights, relating to for-profit boards, that also can be useful to the selection of nonprofit directors. * Following are some of the unusual ideas.

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