Trustees

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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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       

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 board members 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 higher!

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

Tightening the Oversight of Nonprofit Boards?

By: Eugene Fram 

Tightening the Oversight of Nonprofit Boards?

     

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 those services is often not so clear.

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 can be difficult for nonprofits to achieve.  

The Executive Committee

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 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.

Board Recruitment

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?). Board members also are not as eager to thoughtfully plan for change beyond the limits of their terms. Besides discussing day-today issues, the board needs to make sure that immediate gains do not hamper long-term sustainability. 

In general, nonprofit boards also need to seek board candidates with certain behavioral characteristics, such as persons who:

  •  are adept at critical thinking and high level strategy development,
  • have substantial experiences in an allied area to the mission,
  • have a depth of experiences with both for-profit/nonprofit boards and can act as models for those having their first board nonprofit board experience. 

Recruiting these types of candidates requires vetting that goes beyond reviewing what is normally listed on resumes.  With many nonprofit board members living time compressed lifestyles, will they have the time and motivations to do the additional vetting?

Micromanagement

The culture of micromanagement is frequently a remnant from the early startup years when board members may have performed operational duties. With some boards it becomes embedded in the culture and continues to allows the board to be involved in operational areas that should be delegated to management.  This can be a nonprofit challenge when the board enjoys the process and a weak ED likes the excuse, “the board told me to do it,” when a decision causes a problem.  Sometime the change has to wait until the ED leaves and/or the nonprofit acquires a group of  board members who can establish an organizational line between strategy development and operational tactics.

CEOs Need To Develop Partnering Relationships With Board Members

By Eugene Fram              

When a CEO publicly introduces a board member as “my boss,” (as I have overheard more than once) there is a problem. It’s true that both parties—CEO and board member—have specific roles in the success of a nonprofit organization. But the hierarchy of authority should be deemphasized when it comes to interpersonal connections. The most effective mindset for CEO and board members is to view each other as partners in working to achieve the organization’s mission and their impacts.

The CEO’s efforts to cultivate such relationships are key. The following are some initiatives that he/she can utilize: *

• Partners need to know each other as individuals: With overcrowded meeting agendas, rambling debates and hurried exits, there is often not enough time to know the person’s name who sits next to you, let alone anything about his life outside the boardroom. Even off-site meetings for informal exchange are hard to schedule and poorly attended. This lack of human connection is a real deficit in internal board relationships. The CEO can help in a number of ways.

1. Take a few minutes at the beginning or end of the meeting to allow board members, if they choose, to report something new or important in their personal or professional lives.
2. The CEO and/or board members should try to meet with individual board members or small groups to suggest new or unique ideas for improvement within the organization. Show professional regard for their responses even if it is not actionable.
3. Create social occasions by inviting board members and their significant others to participate informally. Or ask some board members to plan gatherings that could be as casual as afternoon wine and cheese or self paid dinners out together.

• Connect partner directors to the CEO’s real work: Since most nonprofit board members’ full-time interests and professions are not directly related to the organization’s mission, it’s important for CEOs to educate board members more deeply about what goes on routinely to achieve the mission, especially in those areas (e.g. human resources) in which the decision-making information is quite ambiguous.

For partner board members wanting deeper organization knowledge, the CEO needs to invite them to accompany him/h to local, regional or national professional meetings. Not only do these offer professional benefits, such as understanding accrediting processes, but it also offers the CEO an opportunity to solidify partnerships. Example: As a young faculty person at a university, the senior VP of Finance occasionally would invite me to accompany him to professional meetings. He would use travel time to orient me on macro issues facing the university.

• Energize board meetings: In recent years business meetings have been described as “death by power point.” Many presentations ranges from 20 to 30 power point cells when 8-10 can highlight the story. There are many actions the CEO, with the concurrence of the board chair, can take to develop these into partnership relations.
1. Keep minutiae off the agenda. If it crops up because a few directors find a small topic of tangential interest, the chair has a leadership obligation to take action by saying, “How does the X issue contribute directly to achieving our mission? Let’s set up a process where those interested in this issue can discuss it after the meeting.”
2. Place the boilerplate topics at the end of the meeting.
3. Staff reports on their operations are necessary at every other board meeting. While the CEO has an obligation to make certain they are brief and well presented, the chair has to make certain that board member questions are precise so that the staff person can stay within allotted time.
4. Use a “consent agenda” process for items about which there appears to be substantial agreement.
5. Make certain that every new chair is reasonably familiar with Robert’s Rules of Order to encourage civil discussion and conduct an orderly meeting process. It also can be helpful to appoint a parliamentarian should the rule-book need interpretation.
6. Focus on action items. “Send board members out the door with a clear idea of what they need to do between now and the next board meeting”** (and with the feeling that he/s has met with a group of high energy partners.)

• Meaningful Work: As much as possible, the CEO, with the board chair, has to make certain that every director views his/h efforts as meaningful to achieving the mission: Example: A CEO devoted an entire meeting to reviewing a powerpoint presentation he was planning to make. This was the final straw for a board member, who felt his time was being squandered. He immediately resigned his position with the usual excuse of increased work responsibilities.

A Leadership Challenge: Bonding with the board and encouraging board member connections is a tall order for a CEO with full operational responsibilities. As board members’ terms expire and new people step up to the plate, the challenge to build relationships is continuous. Even some termed-out board members need meaningful contact and must be kept interested and invested in the nonprofit’s development. The CEO, with the strong support of the board chair, should provide leadership in these important tasks—it will help the organization to move forward while maximizing the benefits to its clients.

*http://boardassist.org/blog/bored-blazing-7-steps-get-board-reconnected-re-engaged-enth

**Ibid

Can a 9-Year Tenure Promote Nonprofit Board Member Effectiveness?

Can a 9-Year Tenure Promote Nonprofit Board Member Effectiveness?

Having served on two nonprofit boards for a period of ten consecutive years, I was interested to read a study of the optimal tenure for business board directors. * The business study found that a board member’s effectiveness peaked at nine years, after which it falls off.* If a parallel study were to be run with nonprofits, what conclusions might be drawn given that the usual nonprofit board tenure is two three-year terms? What, if any, might be the impact on nonprofits by extending a board member’s term of office? Although there are differences in their missions, nonprofit and for-profit boards should be able learn from each other., As a result, it is fair to ask, what impact would the study’s data have if applied to a nonprofit?

As might be expected, in the for-profit environment as in the nonprofit environment, one size did not fit all in the study results. Those firms that had complex operations required a longer learning time curve for new directors, and the optimal time was 11 years for maximum director effectiveness. This contrasts with about seven years if the directors required greater monitoring efforts. If nonprofits were to follow these conclusions, it suggests that the traditional two three-year director terms are desirable for start-ups but not for those nonprofit boards that have matured.

Another overall conclusion was that high average board tenure did not impact the board’s ability to attract new directors, whether they are high performing or poorly performing firms. In other words, those boards with high tenure boards records would have little problems attracting new directors.

To replicate this study in the nonprofit environment would be difficult because the stock performance measures used by the for-profit researcher are not appropriate. Consequently, highly creative, well-accepted measures would need to be developed. The study does raises some questions that nonprofits need to ponder:

• What are the core characteristics of nonprofit board membersby which to judge effectiveness? How can they be defined and how can they be measured?
• Is a board with a large group of long tenured members a detriment to nonprofit progress, as commonly believed, or a board with human resource experiences to be admired?
• Should nonprofits experiment with offering directors three three-year terms, renewable each in three-year increments? After all it is not unusual to encounter nonprofit directors who have served for 10 or more years, by using some “escape clauses,” in the bylaws such as the member first filling an unexpired term of another member or a director after six years being able to stay on as board chair for another two years plus an additional year as past board chair.

*Ben Haimowitz (2013) “Why 9 Years is a Lucky Number for Board Director Tenure and Effectiveness,” CEO Briefing Newsletter, September 13th. Please note that tenure can be significant problem in the for-profit arena. Some boards can have several directors with 50 year of voting tenure
See: Richard LeBlanc (2013) “How Long Should a Board Director Serve?” Huffington Post, September 19th.

Do Nonprofit Boards Proactively Engage Their Stakeholders?

Do Nonprofit Boards Proactively Engage Their Stakeholders?

By: Eugene H. Fram

Nonprofit directors and trustees need to take overview responsibility for engaging all of the organization’s stakeholders.

The first step must involve defining the term“stakeholder” in the broadest action oriented terms. Most boards will quickly agreethat clients and board members are stakeholders, but what about others such as external auditors and significant vendors. For example, if a charity is depending on one vendor for a substantial part of its grocery supplies, that vendor needs to be viewed as a stakeholder—its failure to delivery properly affects the efficiency and effectiveness of the organization.

Following are some guidelines for engaging all types of stakeholders. Don’t marginalize, dismiss or ignore any stakeholder: Nonprofits do this with termed-out board members. * After six active years, a typical tenure, many former board members only received boilerplate materials or development solicitations. The board’s rationale is that they have served welland there is a downside on more frequent communication.This tactic assumes all board members want such a communications approach.

However, for board members who have been very active, it maybe counterproductive from development and future interest viewpoints. The ED and Board Chair need to keep a list of name of this special group and see that they keep in personal touch with the members once or twice a year.

I have observed several cases in which this unintentional marginalized has resulted in losing substantial financial gifts and needed talent. In both cases,the termed-out board members have declined with the excuse that they have been too far away from the activities of the organization. Using members of this group in advisory capacities can avoid such marginalization by forming them in alumni groups or including them insocial occasions and celebrations.

Recognize who may be a true partner: Such a partner can range a vendor that has supplied the organization or a volunteer whose interests have moved to another nonprofit. “ It is generally easier to build consensus,request help and engender trust when those who support you are well-informed, candidly an truthfully.” *

If stakeholders don’t know about the nonprofit’s challenges and needs, even the best-managed nonprofits have their ups and downs. During the latter periods, having stakeholders knowledgeable about the issues can help to dissuade some to avoid protesting job cuts and other receactions. Self–perpetuating boards can became insular and lose touch with other stakeholders: “These boards tend to retreat into a silo-or bunker-mentality that only serves to intensify bad habits and practices, as well as preclude consideration of other that only serves to intensify bad habits and practices, as well as preclude consideration of other perspectives.” * At difficult times, the board can tend to lose trust in the ED even when the problem is beyond the EDs control. If the board is at fault, it may look for a scapegoat on which to hang the the problem, often people in senior management.*

http://www.huffingtonpost.com/eugene-fram/how-does-your-nonprofit-r_b_5393736.html* https://www.linkedin.com/pulse/what-sweet-briar-reminded-us-alumni-engagement-mark-w-jones

Moving Toward a High Performance NonProfit

By Eugene Fram

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.

Breaking the Cycle:

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 nonprofit or for-profit 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.

*https://www.forbes.com/councils/forbesnonprofitcouncil/2023/09/14/lean-mean-nonprofit-machine-an-intro-

Is Your Nonprofit Recruiting & Retaining by Using a Mission-Driven Approach?
Is Your Nonprofit Recruiting & Retaining by Using a Mission-Driven Approach?

By: Eugene Fram     

Recruiting and retaining able people for nonprofit careers has always been a challenge.  Salary levels have not been comparable to business organizations and some government posts. Many small and medium sized nonprofits have frontline personnel organizationally located only two levels below the Board of Directors.  Consequently, career paths can appear stymied.

The employment situation has changed for two population cohorts.  They are: some millennials (born between 1981 and 1996) and those in the Generation Z cohort (born between 1997 and 2012).

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

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

By: Eugene Fram                    

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

    • Respect Management & Staff: The Board needs to accept the CEO as professional manager, not as a person dedicated to a field specialty—police officer, physician, attorney, etc.—with part-time management efforts. * He/s should know how to hire well, interrelate with staff, board and other stakeholders and make certain day-to-day operations are effective and efficient. It is possible, however, to have a mediocre board and an effective management and staff that is devoted to the nonprofit’s mission. Hopefully, a few board members recognize the situation and are able to build a culture of respect for the management and staff, often a difficult task when the board is micromanaging the nonprofit.
    • The Importance of Long-Term Goals: Currently nonprofits tend to plan on a three-year to five-year cycle because the environments in which they operate change so quickly. With nonprofit board members having 4-6 median terms, this suggests many will have one short-term outlooks. But, in my opinion, much longer-term planning needs to be considered, perhaps for as long as ten years. This way current planning can influence longer-term planning. This generative thinking will also provide some benchmarks for the types of abilities and skills that future CEOs will need to possess.
    • Understand Psychological & Non-Monetary Benefits: Flexible benefits are required by nonprofits to compete with business and other nonprofits paying higher wages. For example, in many areas, hospital chains compete with human service agencies for people with social-work abilities. They must also compete with businesses for computer specialists. One way is to offer flexible scheduling to all personnel needing it. Another way is for the board to formally honor staff for successes and make certain that management provides appropriate praise frequently, a requirement for millennial, and possibly generation Z age staffs.
    • Empower the CEO and staff: Boards need to be sure that the CEO is fully empowered to make tactical operating decisions without board interference. On an overview basis, the board needs to request management to ask small staff teams to work on projects that can yield tangible results. This will encourage groups and teams to become more responsible.

Within its overview responsibilities, nonprofit board members can be quite proactive in assisting management and staff when they meet routine operational challenges. The above discussions demonstrate ways this can be accomplished. Nonprofit boards can add to them to meet local challenges.

* Some growing nonprofits unfortunately elect the CEO from the staff and allow him/h to continue to have some staff responsibilities.