Board meetings are very, very important! In fact, board meetings are when corporate governance happens. Simone Joyaux, ACFRE, Adv Dip recently joined us for a webinar in which she explained how to design effective board meetings.
In case you missed it, you can watch the replay here:
Steven: All right. Well, welcome, everyone. Good afternoon to those of you on the East Coast. Good morning if you’re on the West Coast or somewhere in between. Thanks for being here for today’s webinar, “Ensuring Effective Nonprofit Board Meetings.” My name is Steven Shattuck and I’m the Chief Engagement Officer here at Bloomerang I’ll be moderating today’s discussion as always.
Just a couple of housekeeping items before we begin. I just want to let everyone know that we are recording this presentation and we’ll be sending out the recording as well as the slides later on this afternoon. So, if you have to leave early or perhaps you want to review the content later on, you will be able to do that. Have no fear. Just look for an email from me later on this afternoon with all that good stuff.
As you’re listening today, please feel free to utilize the chat box there on your screen. We’re going to save some time for Q&A at the end. We’ll probably even answer some questions as we go along. So, don’t be shy at all. We’d love to hear your comments and questions, want to keep this interactive. So, don’t sit on those hands. We’d love to hear from you.
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Just in case this is your first Bloomerang webinar, I just want to say an extra special welcome to you. If you’re new to Bloomerang, we offer donor management software. That’s our core business in addition to offering great webinars and other educational content. You can check us out. You can visit our website. You can even watch a little video demo if you want to see the software in action.
So, right now I am so, so excited to welcome back one of our favorite people in the nonprofit sector, definitely one of my favorite webinar presenters and conference presenters, Simone Joyaux. Welcome. How are you?
Simone: I am fine. Thank you for those nice comments.
Steven: Well, I’m going to brag on you just . . . yeah. I am so happy for you to be here. This is one that’s always circled on my calendar, your webinar with us. I just want to brag on you for a minute before you get started. If you guys don’t know Simone, you need to know her. She is truly one of the most inspirational and thoughtful and provocative leaders in the nonprofit sector. She does lots of consulting.
She mainly focuses on fund development, governance, planning and management. If you see her name on a conference schedule, go to her session, don’t miss it. She is the author of three excellent books: “Keep your Donors, Strategic Fund Development” and my favorite of the three, for sure, “Firing Lousy Board Members,” because you should fire lousy board members and she’ll tell you how to do that.
She’s very active. She is the chair of the board of directors at Planned Parenthood of Southern New England where she hails from, from Rhode Island. She chairs the advisory board of the Center for Sustainable Philanthropy at Plymouth University over in the UK. She’s also a Master’s instructor at St. Mary’s University, which is one of the oldest nonprofit programs in the United States over in Minnesota. She’s going to be there this month or next month, I should say.
But she carves some time out in her very busy schedule to tell us all about board governance and board meetings. So, Simone, I’ve already said enough, way too much. I’m going to hand it over to you to get us started.
Simone: Well, thank you, Steven and thank you everyone for being here. I want to start with two sad stories, okay? One was when I was . . . actually, both stories come from when I was an executive director of a small arts organization, which is where I began my career in nonprofit.
I got this job and I really certainly didn’t know what it meant to be an executive director and I didn’t know anything about fundraising and I didn’t know anything about board meetings except that there were these board meetings. I remember sort of going into board meetings like, “Oh yeah, here it is, something to do, something I have to do.” But I like rushed into them. I didn’t understand the degree to which the board meeting is important. So, I wasn’t there emotionally and mentally prepared early and greeting people and all of that.
So, that’s part of what we’re going to talk about here today about why it’s so important and the attitude of anybody going to the board meeting, whether it’s a board member or staff leadership is going to the board meetings to be there, to be present, to be ready and opposed to thinking, “I’ve got to really hurry to that meeting.”
But here’s the saddest story, all right? I’m the executive director at this arts center and arts council and I came back from a fairly typical board meeting, walked into my office, went over to the corner behind my desk, sat down on the floor crying so hard that I was retching.
This was a fairly typical board meeting that generated that kind of action on my part or my reaction. My two staff people who went to board meetings went in and they weren’t even surprised. They didn’t hug me. They didn’t say, “Wow, what’s the matter?” Because they knew.
So, that’s really not the way you’re supposed to feel after a board meeting, I’m telling you. And I had this sort of epiphany a couple of years later after I’d left there where the first thing I had to do was look in the mirror at myself because I couldn’t just blame the board and the board members, that I as the executive director or the CEO or chief development officer or whatever position that related on some level with board members, board meetings, that I had a role.
So, before we can actually talk about the board meeting itself, we have to say, we have to understand, we have to accept what governance is and the distinction between the board and board member, etc. So, corporate governance is a collective activity. No single individual within that board has any more authority than any other and that includes the board chair.
I have served as a board chair, I don’t know, 10, 15 times over the last 35 years or so or 40 years of working in this sector and all of my board service. I frequently end up as board chair. Let me tell you, the board chair has no more authority than anybody else. Governance, corporate governance is a collective activity which means that we as the group, that is the board, we as the group make decisions together that are related to governance.
I hear people all the time, hear them orally when they’re talking but also read in their materials and they don’t distinguish between the board and the board member. Those are two different concepts. You can’t say the board is responsible for raising money. What do they do? They go to a board meeting? They link hands and say, “Go. Let’s start raising money”? No. Board members as individual human beings help raise charitable gifts outside of board meetings.
The board as the collective through its governance processes at board meetings ensures that the money is raised by looking at reports, looking at plans, having conversations, setting policies, etc. So, you can’t talk about board meetings until you understand the concept of corporate governance, the concept of the collective and the distinction between the board and the board member. And you need to have a job description for the board so that all the board members understand that this is what the board does as a group.
So, think for a moment, if you would, and you have to write the job description of the board, the group, and you can’t use words like “manage” or “coordinate” because how can a group of 10 or 15 or 20 or whatever coordinate an activity?
So, there are lots of resources on my website in the free download library, the operative word being free, where you will see a job description of a board, performance expectations of board members. There are dozens and dozens and dozens of handouts there that you can take, edit and use yourself.
Yes, Heather, I see your question and we will be talking about board chairs and power and authority.
So, right now, though, I want you to embrace the concept, all of you, of this group that works together. So, let’s just do quickly some of the things that the board does as governance at its meetings. It ensures the financial health of the organization. That’s part of the job description of the board — ensure financial health.
What do you do to ensure financial health at a board meeting? You review and approve the budget. You review and talk about actual compared to budget. You as the board, the collective, hire, assess the performance of and if necessary fire the executive director, CEO. No single board member does that. No, the board chair does not do that. The board chair does not supervise the CEO. There is no supervision of the CEO. The board as a group doing governance directs the CEO at the 30,000 foot level.
So, it is essential to understand the concept of the collective. Okay. I’m seeing your questions and I will talk about them in a moment.
Second, the board, we talked about the fundamental concepts a bit. Now we’re talking about the board. Notice we’re not talking about board meetings yet. So, I want you to reflect on what makes groups the collective, the board effective and what makes groups ineffective? So, think about that a moment. What makes groups effective? If you are so moved, type things into the chat room and I’ll read them out. What makes a group effective?
Shared values. A shared understanding of group purpose. Annie Payton says trust. Missy says collaboration. Theresa says common goals. Okay. Engagement in mission, commitment to the organization. Participation — do not forget that word participation. Diversity. Okay. Shared mission.
So, you can’t function as a group if you don’t actually know something about group dynamics. If you don’t understand that the group has conversation, the group votes, it’s not an individual dominating. So, you have said things like shared vision, a cross-section of skills and competencies. Directive sand action items from the ED — yes, of course, and we’re going to talk about that when we talk about developing the board meeting agenda.
Okay. Rigorous candor, absolutely. This is not the place to have at a board meeting that’s doing governance. It’s not the place to be dysfunctionally polite. It’s the place to say as an individual board member to the group, “I think there’s a problem there about X.” And you say that at the board meeting. And everybody talks about it and they all decide that there is no problem. So, you then don’t talk about the problem. We can dissent. That is good. That’s what we do at board meetings. But once a decision is made, we all get behind it.
So, again, that is the concept of the collective. You as leaders and your leaders because, one, you’re on this webinar. Two, you’re leaders because you could be executive directors, consultants, board members. Board members, every single person has equal voice, equal rights. You can raise how good are our board meetings. How good are we as a board? Have we ever done a governance self-assessment? You have to be very aware of what makes groups ineffective and it’s virtually every single opposite of what you’ve said is what makes a group effective, right?
Now, let’s look at the third little item on this PowerPoint. What kind of knowledge, expertise, experience needs to be within the collective, the board, to be effective? That is things like what knowledge do we have to have to be an effective board member. Of course we have to understand mission, etc.
We have to understand the role of the board, which means that during the interview process, the screening process, when David Earl, hello, when David is invited to consider being on the board, we have to tell him what the job of the board is. It’s the same job for every nonprofit. I would also suggest for every profit board.
What’s the kind of knowledge we have to have? Yes, we want to understand to some degree the history of the organization. We need to understand finances to some degree. We don’t have to all be equally good at understanding financial reports, balance sheets, etc., but we don’t get to say, “Well, Andrew and Kyle, they’re the accountants. They can understand it. We don’t have to, the rest of us.” Because each individual within the collective matters because it is together that we make quality decisions.
So, when we’re constructing a board and it’s an intentional construction activity, we are looking at people who have the knowledge and the expertise and the experiences to be part of this collective of the board so that we can do the work.
Now, how does the group work? I’ve been giving you clues about that as we go along. So, I frequently will ask people in a room when I’m doing live presenting where I can see your faces and we’re all together, I’ll say, “Define the term governance for me. Define the term governance.” And you can’t use the word “to govern.” You can’t use any form of the word.
So, governance is a process, a process with multiple steps, whereby the group, which is often called the board, ensures the health and effectiveness of the corporation. It’s a process that a group does to ensure the health and effectiveness of the corporation. So, how does a group do this? It does it at a meeting, right? It reviews information. Who provides the information? Well, the executive director/CEO usually provides the information. Explores trends and implications — that’s what the group talks about, the board.
Who creates a kind of summary of the trends and implications based on their own experience and expertise? Well, the executive director, or if the board is having a conversation about fund development, then you, the chief development officer provides the information, explores the trends and implications, again, in a written memo and then orally. And what in heavens name does the board do as a group? Well, as a group, its individual members ask questions.
“It seems rather strange,” Missy, one board member says, “That you haven’t talked about the trend of the economy in this report.” Or maybe board member Bob says to Debra, the development officer, “Can you share some more information about some of the societal changes like digital communications, technology effect fundraising and how that might apply to us in the future?
So, we look at information, we explore trends and implications. We do not go too deeply. We do not go too deeply. We don’t start saying, “Well, I don’t really like that direct mail letter.” That is a management conversation. It is not a governance conversation.
Now, we talk. We have conversations. In my download library — and Steven has given you the link to that previously — there is a handout on conversation which is different than discussion. This is very important because this is central to making decisions and doing work at board meetings because, again, it’s a group of people.
The concept of conversation is that we come in without the pretense of advocating for a particular position. We come in with the idea of listening to people talk about an issue. We challenge our own assumptions about the issue. We challenge the assumptions of others. We have a robust and candid conversation and we are in inquiry mode and we are in learning mode.
We are not in the mode of, “I want to convince all these people to choose A instead of B.” We are in the room to say, “I don’t know if A or B or perhaps something totally else, totally other is the right answer to this situation in our organization’s life.” It’s conversation. Again, as I say, I do entire workshops just on conversation and there is a handout in my library.
So, the job of the executive director, the board chair or board president, whichever term you use, is to facilitate good conversations. The job of the executive director is to make darn sure that the right information is being presented and sometimes we will make a decision at our organization, sometimes, but not always sometimes it’s learning with no decision.
Now, unanimity is not good necessarily. Unity of voice is required once a decision is made and that is what one of our colleagues previously said, which is that we can disagree. We can argue. Good heavens. If you’re talking about important things, which is all that you should be talking about at a governance meeting, at a board meeting, then we should disagree. We should argue and we should be passionate.
Then we decide we do not care if it’s unanimous because unanimous suggests that we weren’t very candid possibly, we didn’t think very long, we didn’t ask strategic questions, but once the decision is made, it is unity of voice. You don’t comment to your friends, “Yeah, I was kind of bummed out because we had this robust conversation.”
But then I didn’t agree with the decision that was made. No. You say, “We had a robust conversation. We looked at the right kind of information and we made a decision and the decision is X,” if in fact you were allowed to tell anybody about the decision after the board meeting.
So, you don’t get to say, “Yeah, well I voted no.” I was once at a board meeting where I was a board member and my friend Guy from Calgary was a board member. It was very clear . . . Guy and I after all of it was great conversation at the board meeting, but Guy and I didn’t agree with the answer that was going to happen. We knew there were 12, 13 people on the board. We were the two who were going to vote no. Everybody else was going to vote yes. They had picked A.
Someone on the board actually said to Guy and me, “Well, since you know you’re going to lose, why don’t you just vote yes, vote A for A and then it can be unanimous?” And we both looked at this person and said, “No. We’re not going to vote yes. We disagree. We’re going to vote no. We don’t need to be unanimous. But you may rest assured that once the vote is concluded, we won’t bring it up again because it’s already been decided and we will support the decision.” That’s how the group works at board meetings.
Okay. Let’s see. So, I want to operationalize a little bit what happens at the board meeting. What I mean is — and I gave you an example earlier — part of the job description of the board says “ensure financial health.” And what does that mean? It means we the board adopt the budget.
Of course, that’s after asking questions. We the board adopt a fund development plan, potentially. As board members, we help execute some elements of that fundraising plan because at a board meeting, the board decided that board members would help do fundraising. That’s how this happens.
So, ensure, assure — those are the kinds of phrases we use for a board because the board’s job as a group is to ensure the health and effectiveness of the corporation. And it’s happening at the 30,000-foot level and we have to be very careful that we don’t intrude in management.
Now, I want to take a little break here. I’m going to go back to some of the questions, okay? So, we’re going to talk first a little bit about the board chair. Again, in my free download library, there are job descriptions of the board chair, okay? The board chair is a facilitator of meetings. The board chair has to know how to manage meetings so that if Simone is dominating, you have to talk Simone from talking. Graciously, but you say, “New people only, Simone.”
When Annie — because I know Annie — when Annie at a board meeting is going on and on and on about a certain topic that she is particularly interested in, then the board chair at a certain point says, “Annie, thank you very much. We’re going to hear from new people or we’re going to hear new comments. Is there anything new anyone has to say?” And you know, board member Bob raises his hand and he starts to reaffirm what Annie just said and the board chair says, “Bob, new thoughts?” because we need to respect people’s time, “New thoughts?”
So, the board chair is someone who is a very good facilitator. A board chair understands that his or her job is to get everybody else to talk. A good board chair understands his or her job is to be able to summarize themes, strands that have come out. A good board chair, then, if we need to decide something says, “Having heard nothing new, is someone ready to make a motion?” Yes, you can talk about things before you make a motion or afterwards too.
So, you don’t elect board chairs who see themselves as the boss. You don’t elect board chairs or board presidents who have huge egos. I once knew a board chair. I like to call him “Massachusetts Mark”. Massachusetts Mark, I was talking to him about a good board chair one day and he said, “What if I know I’m right?” I said, “You mean the board was going to make an illegal decision and you’re a lawyer?” He said, “No, I just know I’m right?”
I said, “You mean you’re an accountant and the board was going to make a decision that was anti-financial regulations and best practices?” He said, “No, I just know I’m right.” I said, “You can’t be right. The board decides what is right. The board together, they talk, they argue, they look at information. They listen to the executive director CEO who is an active participant in the conversation and then they vote.”
He said, “No, I’m right. And I talk to board members outside of the board meeting and get them all lined up so they vote the way I want them to vote.” So, this board chair, Massachusetts Mark, has also managed to violate the concept of the group by talking and plotting behind the scenes — bad stuff.
So, one of the ways you make change is you talk with individuals. Now, if you’re not the executive director, you’re going to be hard-pressed to be going out and talking to board members about how you think board meetings are bad. Be very careful there. But you can certainly talk to your executive director if you’re the person on this webinar and get him or her to start thinking about how do we make good board meetings?
How do we ensure that we have a good board chair who actually understands the distinction between governance and management or will at least listen to the executive director, because I will make one really big statement here–the executive director CEO needs to be an expert in governance. He or she must be able to help the governance committee of the board, sometimes called the board development committee, whatever, needs to help that committee of the board do governance well and help the board do governance well.
That CEO executive director needs to know how to design board meetings that do not move in to management, and as far as I’m concerned, the chief development officer better know this stuff too and any other board member who works with the board committee, because if you don’t know it, you don’t know when they have moved as a group into the wrong places or when an individual board member has moved into the wrong place. So, you have to be a governance knowledgeable person.
So, one of the things you do is you use your governance committee or your board development committee, whatever you call it. It’s the group that says, “Hey, we need to talk with the governance committee. We need to talk about what good governance is. Okay?”
Now, there is a board of knowledge about governance. There are things you can have a personal opinion or a professional disagreement about. But there is a body of knowledge. I once had a gentleman at a board meeting say to me — and I was the consultant who was talking about governance and fundraising. He kept disagreeing with most of the things I said.
He finally reached over to me and patted me on the arm and he said, “Well, Missy, I have served on more boards than you are old,” this is many years ago. I looked at him and said very nicely and professionally, “But I’m right and you’re wrong. I know the body of knowledge in governance. For this little issue about fundraising, I also have the IRS handout.”
So, good governance is not a matter of personal opinion. How to write a direct mail letter, for example, is not a matter of personal opinion. There’s a body of knowledge. Learn it and cite it. Do not get overly excited that you’re going to make change in a few days. This could take years.
If the board chair is the founder of the organization and refuses to pass up the leadership — speaking as a person who founded two organizations and knew when to leave even though I could have stayed longer because they approved bylaws that allows for longer stays, but I didn’t happen to approve of that, so I wouldn’t do it.
So, you’re stuck because you have somebody who doesn’t know about good governance, may not know about good fundraising for all I know, and has a self-inflated sense of ego about staying on as chair. So, who’s going to talk to them? Who’s going to talk to that person? Who’s going to talk to Massachusetts Mark Bad Guy? Who’s going to talk to the founder?
So, if you’re the executive director, you’re spending time sitting around and talking with other board members very graciously, etc., and then you’re going to figure out how to try and talk to the founder. If you have to, you’re going to bring in somebody else to help. If it takes two years, that’s what it will take.
Is the body of knowledge law? No. There aren’t laws and regulations about a lot of stuff. But it’s the body of knowledge that other people have experienced, written, tested, etc. Is there a law for contractors building houses or building office buildings? Sure. There are some regulations. But then a bunch of stuff is not a law or a regulation. It’s the body of knowledge. Just like talking to your accountant or a lawyer. Not everything is a regulation or a law. This is the tested body of knowledge. Okay?
So, you just have to work on it carefully and hard. If I see you have no background, someone is saying, “I have no background with a board. My board doesn’t have a lot of knowledge on board meetings and how to go about running them.” They don’t have to. Your board members don’t have a lot of knowledge.
You’re the executive director. Get the knowledge. That’s what you’re doing right now by being on this. Subscribe to different newsletters. There is not a lack of documented knowledge about boards and about board basics. You’ll see lots of lists of things to read in my blogs, etc.
Okay. Are there any other questions right now, Steven?
Steven: Yeah. We’ve got a few here. Jude has asked, “Who should be responsible for writing the board of directors’ job description?”
Simone: Okay. So, that’s the committee, the board development committee or the governance committee. It used to be called the nominating committee. Nobody calls it the nominating committee anymore because that’s all about nominating candidates for board membership. It’s not all the other things a good governance committee does. Again, you will find a job description of a good governance committee and a detailed list of specific activities on my website.
So, what you want in any board work is that the board kind of agrees that it would be good to talk about something and the committee talks about it. Sometimes the committee decides it might be good to talk about something and then they talk about it. And then they produce the concept to the board, saying, “I think we should talk about it and this is why.”
So, once you’ve talked about those kinds of things, then you assign, typically if you’re a larger organization, the staff to draft whatever was the result of a mini conversation. So, in general, in medium-sized and larger organizations, no board member is drafting the budget. The finance committee had a talk, then the staff drafts the budget, then the finance committee looks at it, then it goes to the board. It’s the same thing with rules about the board and job descriptions and performance expectations.
The staff can draft them. But they can’t draft them until the board and the committee has had a conversation that says, “Yeah, this seems like it might be a good idea to maybe think about some of this stuff,” and then the staff drafts it for review by the committee. And then the committee takes it to the board to sell it. Again, when you think about process and collective, groups, it’s about you don’t just draft things and give it to them. It’s just not a good idea.
Is there anything else, Steven?
Steven: Yeah. We have a few that actually just came in. You kind of touched on this before, but it sounds like Heather is kind of dealing with a president of the board who is also the ED, the head of the organization, a founder, just having a lot of trouble with that person, no one is really able to stand up to them, they’re very overpowering. What do you do when the head of the board is also the head of the org and a founder?
Simone: Okay. So, it is not a good idea to have the executive director be the board chair.
Simone: No well-thinking organizations do that. So, I use the term chair and vice chair for the board because those are volunteer positions. The executive director may be called the president and CEO, but that still doesn’t mean you don’t have a board with a board chair.
Simone: So, it could take you a long time to help build the understanding of other board members. So, as the executive director, you get to talk to every single board member. You can talk to anybody you want. You don’t go tattletaling on anyone, but you start talking about, “I went to a webinar about board meetings,” or, “I read an interesting article about governance,” or, “I read a good book about governance. I think we should talk about some of these things.”
If you cannot find allies within board membership who wish to examine body of knowledge, improve and strengthen the organization. If you can’t find those kinds of people within board membership, I suggest — and I’m really serious here — find another job. But don’t try to find another job until you’ve spend some time trying to make change. I’m talking about making change can take a couple of years.
So, it’s smart in this day and age to say, and if you’re the executive director or even if you’re a fundraiser, you’re a leader and you get to say to the powers that be the US government, the Canadian government, the whatever, the provinces and the states are getting tired of nonprofit organizations and poor governance. So, we might want to do a health checkup, just like we do a financial audit.
Simone: I think a year ago or whenever, Steven, you and I did a session on my governance self-assessment and all the questions about good governance. Again, in my free download library. You evaluate the performance of the executive director. The executive director evaluates the performance of the other staff. The auditor evaluates the financials performance. I’m telling you, federal governments, provincial and state governments are getting frustrated with nonprofits.
Simone: So, an easy thing to do is say, “Maybe we should do a little health checkup.” That’s what I would suggest.
Steven: Well, good luck with that, Heather. That doesn’t sound fun, but we’re feeling for you, for sure.
Simone: Yes. Okay. So, preparing for the board meeting — who develops the agenda? I’m going to step back for a moment and I’m going to say to you who knows the most about running the organization, the most about everything within the organization? The executive director, CEO knows the most. But who is in charge of facilitating board meetings and facilitating the board? Well, the board chair. So together they prepare the agenda.
Now, I expect the executive director/CEO to prepare a draft and contact me and say, “These are the kinds of things I’m suggesting for the next board meeting. You’re remember, Simone, that at the last board meeting we had a bit of a conversation about X and we said that we would report a bit more on it at this next board meeting, so I’ve prepared a background paper, etc.”
I might say — although a really good exec would have said this first before I could have said it — I might say, “So, this is the month we typically review the budget because the fiscal year starts. So, we’d be reviewing the budget. So, that will be on the agenda.”
So, we have this back and forth conversation, but as I said, I expect the executive director to initiate the draft. The executive director knows when the audit comes, knows when the budget has to be approved. The executive director has in the files when we elect officers, hence, we need to start talking about it or elect board members. The executive director knows that we were just audited by one of our foundation grantors and wants to prepare the report for the board meeting.
Now, the next question to ask yourself is what do you really want to do at board meetings? So, think about this. In my case, I’m the chair of a $30 million healthcare organization. I have to drive an hour and a half to board meetings, to them, and then of course I have to drive an hour and a half back because I’m the chair of a two-state board. I sure as heck want it to be worthwhile to have gone to the board meeting. I don’t want to listen to a bunch of reports because guess what? I can read. Okay?
Unless we have to talk about some implication in that report, talk about it so that the committee can go back and do more so the staff can go back and do more or if we have to go back and vote on anything, I don’t want to read the report. I don’t want to talk about a report that has nothing that has to be done. So, these are judgments. Your goal is to make board meetings interesting. Your goal is to generate meaningful conversation about important matters that the board actually has to act on. Please don’t let us have a conversation about a management issue because by doing that, you now have let us think that we get to decide.
So, your executive director has to know what’s a management issue and what’s a governance issue. It’s a matter of judgment. But there are some obvious things. So, for example, I was watching a client of mine the other day in this board meeting. The executive director said one of the employees that we let go, an employee that we let go has been blogging all over the Internet about how evil we are and has been threatening lawsuits. I have gone — this is the executive director speaking — I have talked to our HR lawyer or an HR lawyer. This is what the lawyer tells me I can tell you as the board — blah, blah, blah, blah, blah.
And then the executive director says to us or says as I’m observing this, says to the group, “So, a lawyer is taking care of this. We are not particularly at risk. This is a confidential matter. The end.” And I watched one board member raise his hand and say something like, “Oh, I met that staff person and I didn’t much like them.” Thank heavens the board chair said, “Excuse me? That’s discoverable please don’t remarks like that. This is confidential and it’s not our business why the person was let go. There was nothing illegal about it. We are not the managers of this organization.”
So, if the marketing committee is implementing a new website that has been approved by the board, do we need a board vote once the marketing committee has selected a design company? So, I’m already panting here. I’m already hyperventilating. There shouldn’t be a marketing committee of the board, particularly. The board doesn’t approve a new website.
A website is a management function. The board doesn’t approve the design company. That’s a management function. The only thing in a website that is a board responsibility is approving a budget for it if this is a new cost. But if it was already in the budget that was already approved to update the website, then there’s no board action required, okay? Just like a newsletter. No board talks about the newsletter.
Now, for a young board, absolutely some of the management tasks are carried about by volunteers including board members. But they are still management tasks. The board member doesn’t get to talk about it at board meetings. They’re not a management task. They’re not a board task.
Okay. Now, we actually really have to move on about board meetings. This is not totally about governance. Steven, if you want me to do something totally about governance, I will, but we are only looking at the board meeting. So, we already talked about who develops the agenda. We already talked about number two — do we want mostly reports or lots of conversations or what? That is a judgment call between the executive director and the board chair, but I’m telling you, if you all you do is report, then people are going to get bored and they’re not going to bother to come.
What does the board need to learn and understand at a board meeting? Well, we certainly need to understand the implications of the affordable care act on the healthcare insurance we give to our staff. We need to understand some of it, what the implications are because we may be needing to remove part, advance part, whatever.
Let’s see, what does the board need to learn and understand? Well, they need to certainly learn and understand the budget. Do they get to talk about the line item for office supplies and whether we should go to Office Max or Staples? Absolutely not. This could be just FYI. Just alert us, “This is an FYI, everybody.” So, maybe the executive director tells us about a marvelous meeting she had with a donor and about how much they love us and wanted to compliment us about something. It’s just FYI.
Again, preparing for the board meeting, you’ll look at the board’s job description in the download library, things like ensure financial health, hire, review the performance of, set the compensation for the CEO. So, what time, what month is it going to be on the agenda about launching the CEO’s performance appraisal process? Again, what month will be the budget? What month will be the audit? What month will be the accreditation by the college or university system?
Okay. At the board meeting, again, this is what I’ve already talked about a little bit, but now you have it written down. Ensure financial health and effectiveness. What will happen at the board meetings? What will the board review? What might happen before the board meeting?
Well, the finance committee could meet. Are there any decisions to be made at the board meeting that belonged to the board? Well, approving the budget, approving the audits. Guess what? The finance committee at the suggestion of the executive directors is going to be proposing a policy about gift acceptance.
So, the finance committee is going to report that at the board meeting and then say, “Because it’s gift acceptance about fundraising, we’re going to also have the fundraising committee look at it. Then it will come back to the board for action. That’s the distinction between governance and management. Sometime it’s fluid, sometimes it’s absolutely not fluid. I wish there were a mountain range in between, but there isn’t.
Another specific activity at a board meeting — define criteria for board membership. What will happen at the board meeting? What might happen before the board meeting? That’s where the governance committee might meet, right? And say we really need to make very, very clear what we expect board members to do, like attend board meetings regularly, give a personal financial contribution, but just because they give a big gift does not mean they get to miss board meetings, whatever, whatever.
So, the governance committee, board development committee says to the board we’re going to make the report. We’re going to be working on performance expectations for board members. This is why we think this needs to be done. Any comments, concerns, and then there’s a bit of a conversation facilitated by the board chair, maybe 10 minutes, where of course the board development committee is taking notes and so is the executive director because he or she goes to those committee meetings and then they go and they draft it and the committee looks at it and then at a future board meeting, it goes to the board meeting for action, of course sent in advance.
Now, back to our board chair and our executive director, as they’re preparing for the board meeting, they’re figuring out how long everything is going to take so that the board chair can facilitate accordingly, so that the board meeting lasts the amount of time that we said it was going to last. Even when we recruit people we tell them, “Our board meetings are the third Tuesday of every other month at 5:00 p.m. and they last until 7:00 p.m.” And we adhere to that.
Guideposts on the agenda — tell me that it’s just FYI. Tell me that we’re going to have to act. We’re going to have to have a vote. Tell me that this is going to be a conversation that prepares us for a future vote
So, another one, ensure legal and regulatory compliance. What will happen at the board meeting? Oh well, we’ll be sent the 100 pages of the laws before the board meeting. Of course not. Okay. But you know what? I want some kind of memo that summarizes certain sorts of key areas of regulatory compliance. We work with children, so there are key issues of regulatory compliance. I want to be told about it and I want to be told how we monitor it.
When I’m out talking with a donor or some friends of mine who love our organization and they say, “How do you make sure there aren’t any pedophiles in your staff?” I want to be able to tell them how. That’s what I learned at this item at the board meeting. Maybe there weren’t any decisions to be made.
Okay. Robert’s rules of order has an order of agenda. I don’t like it. So, I don’t follow it because he wants report, report, report and then he wants old business and new business and I’ve never figured out old business, new business, who the heck cares. I want it put together in the way that makes what is most important for us at that time.
So, call to order — approve minutes from the prior meeting. Since everybody read them beforehand and they brought their material and if they didn’t, we don’t give them extra copies and we don’t wait until they read them, that ought to take us 30 seconds. Chair’s report — maybe there’s something to report. So, usually with me as a board chair, the CEO and I talk to each other about is there something I’m going to report on like I’m reminding board members to give their gift.
The CEO’s report — whatever he or she wants to report as an FYI, then at this board meeting, we had the financial report, but action on a new policy. Then there was the special presentation about the new program that management had invented that we didn’t approve, but it was in the budget because we don’t have to approve a new program because it already followed our mission. Okay. And then there was that, I don’t know, staff just finished a program evaluation and so we had a presentation about that.
Here’s a different one. Call to order, approve the minutes, chair and CEO, finance committee, budget presentation for the new fiscal year and then the governance committee gave us an overview of the recruitment process and skills and diversity needed that they would be looking at for the next board cohort. I didn’t have another one. So, those are just samples.
All right. I’ve already told you about some of these. Excessive reports — I hate them. Excessive control by the board chair — bad. Too much talking and too little listening. Ill-prepared board members. They didn’t read it. They forgot to bring it. Too bad. You went to a business meeting like that in your office you’d be fired. We don’t give you extra copies and we don’t wait until you’ve read something and we don’t review things that were in the advanced reading because you didn’t read it.
Dominating voices, poor facilitation by the board chair, board members who don’t understand governance and board member limitations. So, this is a concept, board member limitations. You’ll see some samples. But it says things like the board chair doesn’t get to decide things. Board members can’t decide things. Boring board meetings — I’ve talked about those too.
Okay. Let’s see. . . I don’t expect you really to love board meetings, but we can certainly do them better. So, Steven, any last questions given that I have been making comments along the way?
Steven: You have. I think it spurred on even more questions. We’ve actually got a lot, probably more than we can get to in the last two minutes or so, but would you be willing to take questions by email, perhaps?
Simone: I would. I’d also be willing to stay on the phone if people want to stay on the phone a little bit and I can answer them all orally and it can be in the tape.
Steven: I’m game for it, for sure.
Simone: Okay. All right.
Steven: We’ve got a couple here that are pretty good. One question here, I’m going to scroll up to it, comes from Nick. Nick was wondering if your governance model is similar to the Carver governance model. I’m not familiar with that. I’m wondering if you are as well.
Simone: Yes. I am. Okay. So, John Carver — so, first of all, as far as I’m concerned, there is no one single governance model and that good governance has components of all kinds of things. So, John Carver has something called limitations policies, which I think are absolutely brilliant. So, when he talks about governance, he says, “Instead of just having a job description for the CEO or the board or whatever, let’s also have the limitations.”
So, the job description ultimately of a CEO can do everything that’s legal and prudent to make this organization successful. But the things you cannot do that require action by the board, say, are you can’t change the budget. You can’t change the mission. So, that’s a concept of limitations. When I played with Carver’s limitation policies, I’ll say the limitation of the board chair is you have no more voice than anybody else. You cannot make any decisions, etc. So, I really like Carver’s limitations policy.
Also, I like most of his distinctions between governance and management. He goes further than I would. For example, he doesn’t believe there should finance committees because that’s management work. I believe there’s a role for the board in finance.
So, I believe you should read Carver. I believe you should not follow anything . . . you should not follow things explicitly only without saying, “I’m going to add a little bit more salt to his. That would be my concept around it. I teach a 30-hour governance course at a university.
Steven: Simone, a lot of these questions can be summed up by people want to follow your advice, but they have existing boards that aren’t having a lot of these policies and best practices in place. So, for example, term limits — how would you go about instituting board member term limits when there haven’t been any before? Do you have to start over with all the people? What do you do there?
Simone: Okay. So, again I’ll try to articulate this again. The ideal — and it’s not actually too hard to do this — is to get your CEO first, then your governance committee or board development committee, whatever you call it, to agree that we should review our governance practices, just like we have an audit, just like we review the quality of our programs, you are suggestion as the CEO if you’re the CEO or the fundraiser and you suggested CEO, that in this day and age with so much frustration about the nonprofit sector around the world, that we should conduct an assessment of our governance.
We should look at everything. We should look at everything and then we should make bylaw changes appropriately after we’ve looked at everything and made some decisions.
Simone: You can do this with a volunteer who’s an expert in governance. You can do it by hiring someone. You can do it yourselves if you’ve got some board members who will read the body of knowledge and do this with you. So, the first point is to just to get agreement to do this. You can take a year to just have the conversations. Do not try to do it fast. It always starts with the job description of the board, otherwise everything else has to fall out of that.
If you can’t, again, if you’re the CEO, this is relatively easy because you’ve just cut out one step, the fundraiser trying to convince the CEO. The CEO just talks to different board members periodically over, I don’t know, five months, six months, three months to get enough people to say, “Yeah, we really ought to look at that.” That’s what healthy organizations do. Harvard Business Review says that, for heaven’s sake, okay?
So, then you start out very slowly. My book, Firing Lousy Board Members gives a step by step to bunches of this stuff. Again, your governance committee is the one that’s kind of helping it along and making it happen. So, that’s what I would do. As I say, you start out slowly. You’ve just got to get them to agree we should talk about this.
Yes, committees are made up of board members and non-board members. Committees, again, you will find tons of this in my download library. So, there are committees that are for governance. There aren’t very many of those. Then are committees that management might setup to do stuff, but they are not governance.
Anything else, Steven? I’m scrolling too.
Steven: Lots of good ones. I would definitely recommend people check out that free resources library on Simone’s website.
Simone: Oh gosh, yes.
Steven: It’s very good.
Simone: Let me answer Tammy’s, “Should individual board member scorecards be shared broadly?” No. I don’t believe they should. I believe you should do a governance self-assessment, which is governance, the board. That should be done once a year, at least every other year, but once a year is my preference. That, because that’s the collective that is the board, is then shared with the board development committee and the board as not look at what we have to fix because compared to standards, we aren’t doing so well here.
I believe that individual board members, all individual board members’ performance should be evaluated every single year by the board development committee, which begs the question who on the board development committee is reviewing the members of the board development committee, fine, make it the board chair and the CEO, if you want.
Simone: I believe board members should be invited to step down if they’re not performing and we should not wait until their term is up and I believe in term limits because we need new blood. We need new perspective. I don’t care how wonderful and marvelous you are, I don’t think you should be there. Even if you’re the founder — and I want to remind you, I’m a founder.
Steven: They can still stay involved.
Simone: Oh yeah, sure. I can be a donor. I can be all sorts of things. I can be on a committee. But unless I’m going to be an executive director, which let’s keep in mind, the board can fire you if you’re the executive director.
Steven: Right. Then you’re really gone.
Steven: I think we can do a couple more if you don’t mind hanging on the line.
Simone: Yeah, go ahead.
Steven: Cool. A lot of these have kind of been answered. TJ has been asking about overcoming founder’s syndrome. You kind of alluded to it when you answered Heather’s questions about kind of an overbearing ED that’s also the board chair. What if you do have an ED who is a founder, isn’t a board chair, but is kind of a presence and is kind of overbearing there?
Simone: That is taken care of by the performance evaluation of the executive director. So, if I’m the executive director and I was the founder — that’s not uncommon. There’s nothing wrong with that. I founded the organization. I actually wanted to be the executive director and I put together a board, etc. But as soon as you found a nonprofit organization, it belongs to the community, not you. That’s why I have my own business. It belongs to me. I get to decide what I want to do.
So, I’m the founder. I’ve become the executive director. I now have a board. The board is doing my performance appraisal. You get to say, “You’re domineering. You don’t understand and you don’t support the governance authority of the board. We’ll give you some coaching, but if you don’t shape up, we’re going to fire you.” Yes. You can do that. There should be a performance evaluation every single year of the executive director. You want to make darn sure the board is not made up of just friends of the executive director.
Simone: And a performance evaluation is a tool — again, there’s one in my download library. It’s intended to be as objective as possible. The board has to fill it out, not just two people on the board. All the board members should be filling it out and the board has to decide if they think the performance is okay or not.
Steven: Yeah. Simone, what about executive committees? Are you a fan of those? Is that something you would recommend? I think I know the answer.
Simone: I’m sorry. I’m on a worldwide mission to destroy all executive committees. There’s an article in my download library about why. However, that is my professional opinion. It is not body of knowledge. It is not commonly accepted. So, take a look at the article that I wrote and why I’m against them. The most important thing is it’s the board who decides if there’s going to be an executive committee. Don’t tell me your bylaws call for one. You can change your bylaws.
So, the board should have a conversation based on my article and decide if it wants to have an executive committee or not. If it does want to have an executive committee, it should make darn sure that the executive committee doesn’t do all the things that I don’t like in my article because executive committees too often disempower the board. They substitute for the board.
Yes, use Robert’s rules of order, but your bylaws should say we use Robert’s rules of order unless it conflicts with some of our own policies, etc. So, don’t use Robert’s rules of order for the agenda order. It’s silly. Don’t use Robert’s rules of order to, I don’t know, table something until the next meeting. Just say, “Let’s talk about it at the next meeting.”
Simone: But otherwise, yes. You have to have some sort of rules of order.
Steven: I love it. Maybe this will be a good one to end on, Simone, from Jody. Jody has a young board. They find themselves agreeing with you, wanting to perform a lot of these tasks. How do you suggest they get started in a way that they can still focus on all of the other business of a nonprofit beyond just the governance, putting the governance in order?
Simone: Okay. So, the purpose of the board is to do governance.
Simone: That isn’t negotiable. Most of the boards that I see that are small, young, whatever, their board meetings aren’t talking about governance. They’re talking about management stuff. So, the most important thing to talk about at board meetings is governance. Even though lots of your board members are doing management work, they don’t talk about it at the board meeting. You don’t do that. So, they can have another meeting to talk about management.
So, right now, I would bet you that any number of the boards that have been on this call do not do governance at their board meetings. I read your agendas and I read your minutes and you are not doing governance. You are doing management. Then you say you don’t have time to do governance. So, turn it around. Do governance first and only.
Steven: There you go.
Simone: Then have a different meaning for management.
Steven: I love it.
Simone: So, look at my website. Read all the stuff there. Then if you have specific questions, you can email me. But if you email me without reading the stuff, I’m going to kind of say, “Come on.”
Steven: She’ll turn on her teacher mode and scold you for that.
Simone: Right. Sorry.
Steven: No. Don’t apologize. Simone, this was awesome. I feel like we could talk about this for hours. This was great. Thanks so much for spending your time with us. I think everyone enjoyed it.
Simone: Well, ask me to do a basic governance one and I’ll do that sometime too, whatever.
Steven: We’ll put it on the calendar. I promise.
Simone: I love it. You know that.
Steven: Well, we’ve got lots of great resources on our website as well. Love for you to check that out. We’re going to keep going with our weekly webinars, so you’ve got a great one. One week from today, Jeff Jowdy is going to join us and he’s going to talk about volunteer development.
Steven: If you’re interested in that, if you’ve got volunteers and you want to supercharge there or get cranking for real, join us. It’s going to be a lot of fun, 1:00 p.m. Eastern, same place, same time. It’s going to be great. We’ve got a lot of other webinars scheduled throughout the rest of the summer and fall even. Just click on our webinar page and you may see some topics there that interest you.
So, thanks to all of you for taking an hour or so out of your day to listen in. Look for an email from me later on this afternoon. I’ll be sending out the recording as well as the slides. Please do reach out to Simone. Obviously a wealth of knowledge and would love to hear from you, I’m sure. So, have a great rest of your day. Have a great weekend and we will talk to you again hopefully soon. Bye now.
Simone: Thank you, everyone.