Trustees

Nonprofit Board Members—Are They Aware of Their Independent Director Duties?

Nonprofit Board Members—Are They Aware of Their Independent Director Duties?

By Eugene Fram     Free Digital Image

The vast majority of nonprofit board members serve as independent directors. They are not members of management, have other occupations as their major focus, but have some significant responsibilities to a community, profession, government or professional/trade association. Mary Jo White, Former Chair, U.S. Securities & Exchange Commission, outlined the responsibilities of fund board members who also are independent directors to overview the investment dollars made by 53 million U.S. households. Many of her comments, in 2016, easily apply to nonprofit board members and their responsibilities as Independent directors. Note: The italicized materials following are White’s direct quotations. * (more…)

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Two Nonprofits Merge: Synergy or Collision Course?

Two Nonprofits Merge: Synergy or Collision Course?

By: Eugene Fram     Free Digital Image

Having led a merger committee that resulted in a successful merger with another nonprofit, I thought my field observations might be of interest to others contemplating a merger. These comments center on a merger of two equal partners, which plan to form a new organization, not the acquisition of one nonprofit by another. (more…)

Can Groupthink Hamstring Change on a Nonprofit Board?

Can Groupthink Hamstring Change on a Nonprofit Board?

By: Eugene Fram        Free Digital Image

Dictionaries typically define groupthink as “…the lack of individual creativity, or a sense of personal responsibility that is sometimes characteristic of group interaction.” In my opinion, the process is as lethal to the nonprofit board as smoking can be for humans. It ties boards to past experience and discourages experimentation. Since many nonprofit charters require boards to “conserve assets” and board members are characteristically volunteers, the nonprofit culture inevitably defers to groupthink–it’s in their DNA! “One goes along to get along.”
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Once Again: How Should Nonprofits Conduct Board Evaluations?

Once Again: How Should Nonprofits Conduct Board Evaluations?

By: Eugene Fram

Recent (2017) data from BoardSource show that only about 58% of boards have had “formal, written self-assessment of board performance at some point. Only 40% of all boards have done an assessment in the past two Years,” a recommended practice. With the rapid turnover of directors that nonprofit boards traditionally experience, this seems inexcusable. As a “veteran” nonprofit director, following is what I think can be done to improve the situation. (more…)

How The Nonprofit CEO Can Exit Gracefully

How The Nonprofit CEO Can Exit Gracefully

By: Eugene Fram   Free Digital Photo by Membio

Like many nonprofit CEOs, Tom Smith has held the position for 10 or more years. As he reported, and I agreed with his assessment, the association he heads was doing well. The membership has increased substantially, revenues exceed expenses each year, and through a series of development events, the reserve account now exceeds $2million. But Tom was not satisfied. He said the job has become “boring.” In his words, it’s like turning on automatic at the beginning of each year—adjusting to a new board chair, developing a budget and being alert for “Black Swan” events that nobody can anticipate.   He quietly said to himself at the beginning of each year, “I wonder what the big problem is going to be this year?”

Preplanning  

Tom had a preplan: Several years ago, he had purchased an avocado farm in California, and had a partner-manager operating it successfully. He and his wife planned to move there, once he decided it was time to leave his CEO position.

Other potential preplanning actions he might have taken:

  • Buy a second home in a more temperate climate, as retirement dwelling.
  • Quietly investigate the potential to join a nonprofit consulting firm.
  • Assess whether or not he can be successful as a solo consultant.
  • Quietly interact with contacts in nearby education institutions to determine how his experiences and educational credentials might qualify him for teaching or administrative positions.
  • Review grant proposal requests from foundations and governments to assess how his expertise might match those of people needed to manage the grants.   (Be certain none of this type of activity creates a conflict of interest with his current CEO position.)
  • Register with search firm to test his “marketability’ for a more interesting CEO position. (Beware of any firm that requires a fee from you.)

Be Proactive

Once preplanning is complete, discuss it carefully with your family, financial advisors and possibly with an attorney if a major relocation is going to be involved. Be sure that they view the change as you do. Make certain they don’t see a missed opportunity within the current position. Also be certain that the time frame is reasonable for the CEO and the organization. It would be a mistake for the CEO to leave when the CFO is planning to retire. Traditionally, a one to three year period is needed from first discussion to the time the CEO departs.

Inform the Board

This should be accomplished in several steps. First quietly inform the board chair. Then at intervals alert other members of the board, the management team and staff.   The CEO has been around for a long time and has an obligation to prepare the organization for a major change. I recently watched a nonprofit executive group “tread water,” for 18 months from the rumors of the CEO’s departure through the selection of the new CEO and his arrival at the office.   To develop a graceful exit, the incumbent needs to be aware of the situation and help provide s smooth transition.

Leaving With Dignity 

Leave as scheduled. Any delay will extend the uncertainty that surrounds the transition.   As noted above, nonprofit organizations have their own ways of remaining static during these transition periods.   Your CEO nonprofit successor deserves better strong support.

Nonprofit & Business Directors Must Be Vigilant – Board Liability Costs Could Be $2.2 Million!

Nonprofit & Business Directors Must Be Vigilant – Board Liability Costs Could Be $2.2 Million!

By: Eugene Fram

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. … (more…)

Can Nonprofit Boards Afford To Underinvest In Management Leadership Development?

Can Nonprofit Boards Afford To Underinvest In Management Leadership Development?

By: Eugene Fram:

McKinsey & Company has published a substantial nonprofit study: To better understand the state of (nonprofit) leadership in the US social sector… The findings suggest that chronic under-investment in (management) leadership development for 337,000 small or midsize nonprofits,..(may risk) the sector’s capabilities to fulfill emerging missions effectively and to adapt to fast-changing demands.
(http://www.mckinsey.com/insights/social_sector/what_social_sector_leaders_need_to_succeed) (more…)