Vicky Scharlau, President/CEO
There you are, sitting in a room of mostly strangers; each as bewildered as the next. How do we best help this organization? You think you have a handle on what the group does but the board’s role is a little unclear. Well, OK, it’s a lot unclear.
There are countless books, guides, consultants, and specialists telling you how to be a board member. After reading many of them, here are some favorite tips on how to ensure that your stay as a board member of a non-profit is appropriate and productive.
Onboarding:
Make sure there is an onboarding for new members that includes the mission statement, vision, articles and bylaws, long-range plan, board policies and other important documents. New board members share the same responsibility as every other board member so you get no grace. The board can’t afford to have a new member in the dark about how the board or the organization operates. Onboarding is the responsibility of the full board but the executive makes it happen. If there isn’t one, request one. Handouts should be in a 3-ring notebook or in an electronic version and every member of the board should have one. The notebook is a reference between meetings and brought to each board meeting as a reference.
Bad Member:
Board members are generally committed but when a board member hinders board activity, can’t seem to make meetings or an issue of unethical conduct arises, the board needs to--must--act. The board must have standards for attendance and a code of ethics, in writing. Take this seriously and have a conversation with your board peers before a problem arises because after a problem shows up, personalities take control and your ability to work effectively and efficiently is done.
Budget:
A budget is the financial plan for the year, and voting to approve the budget implies you understand the figures and agree with priorities. Nonprofit finance can be both complex and confusing. Don’t assume that other board members understand and simply vote to approve the budget. That’s not good governance and could be deadly for the organization. You need and should ask for adequate time to discuss the budget and expect an understandable explanation from staff that are recommending approval.
Financials:
Just like the budget, financial reports can be confusing for board members who are not in touch with the organization’s daily finances. You can’t be expected to understand details but every board member should be comfortable that revenue is coming in like it should be and that it is being spent according to plan. You must insist on good explanations from the executive or the finance officer before approving the report. Every board member must ask questions until the picture is clear to the entire board. There is no job more vital.
Annual Review:
Another assurance that the finances are in order is to ask for an audit or review by an accounting firm. You need to take into consideration the size of your budget, financial ability to pay (the options are vastly different in cost) and take into consideration what your bylaws require. Remember that an audit or review (or other) are done for the board and all findings are presented to the board.
Executive Review:
An executive is hired because the board doesn’t have the time or expertise to manage an organization. But the board must always be in control of the nonprofit, including the executive. As the employer, the board must evaluate its employee annually against the back drop of a detailed job description that has performance standards. Note, there should be a board policy about the board evaluating itself also.
Job Description:
The hardest part of a board member’s job is to clearly understand their role vs the role of the executive. This is the greatest cause of conflict between boards and executives. The board establishes policy for the working of the organization and the executive establishes management policies for the daily operations, including personnel, accounting, maintenance, etc. A clear, board-approved job description and a board-developed long-range plan helps make clear what the board expects of the executive. However, many organizations have not dealt with this absolute necessity: you can’t hold an executive accountable for standards that have not been set. If management’s responsibility is fuzzy or unclear, then the board cannot hold the executive accountable for results. The board must allow the executive to manage. Then the board must verify outcomes and hold the executive accountable.
Calling the Shots:
All decisions on governance and in particular giving direction to the executive must come from the full board. No individual board member has power. Even the board chair acts as liaison between board and executive, but does not act as THE employer.
The Meeting:
This is a checklist based on experience and learning what boards don’t like:
The room should be big enough and be set up like a board room.
The chair and executive sit at the head of the table with board members sitting so they can see each other. Normally, only the board and the executive are at the table.
The meeting should start on time, even without quorum, and end on time. If you do not have quorum, start with a discussion item and hold items for voting until quorum is reached. End on time.
Build an agenda that can be realistically accomplished.
The agenda should be built by staff with input from the chair but remember to take a critical eye to items-
Are all items for the board or are they better left to staff?
Another way to streamline meetings is to approve the agenda. This way you all agree to the agenda and no items can be added.
Each item should have a set time allocated with important items taking more time.
Each board member should receive a packet prior to the meeting with background information so they come ready to discuss and vote.
At least a relaxed system of parliamentary procedure should be followed and understood.
Minutes are the official, legal record of actions and should not include dialog or editorializing. Remember: once an action is taken by the board the minority must accept and support the decision of the majority. Period. If they can’t, they need to resign. Period.
Committees:
A committee exists only to serve the board’s needs and as such, the board must outline what the committee is to do before they are appointed. The executive or a staff member should sit on each committee but not vote. Committee reports should be in the form of minutes back to the board for acceptance or approval. While the final decision on a committee recommendation is up to the full board, there is no reason to use a committee if the board decides to rehash every issue the committee already studied. The annual board calendar should include a review of all committees to determine if the job they were created to address is done.
This Month’s Non-Profit Whisperer
Vicky Scharlau has 40 years of experience developing and managing organizations, projects and programs across the U.S. and Mexico. Her skills include non-profit association and project management, non-profit Board training, facilitation, strategic planning, organization and project budgeting, grant writing and managing, marketing, and communications.
