Most nonprofit discussions about conflicts of interest are similar to those in the for-profit sector: they focus on financial benefit to board members or staff to the detriment of the nonprofit organization. The classic examples: the nonprofit buys something unnecessary or overpriced from a board member's business, or the nonprofit hires an unqualified, overpaid family member of the executive director.
But nonprofit conflicts of interest are often more subtle, more multi-dimensional, and more unexpected than these classic examples. For instance, what about the board member who also sits on the board of a competitor? Is this a good idea that facilitates collaboration or does it pull that person in two different directions? What about relatives of the executive director who hold important staff positions . . . but as volunteers? And perhaps least talked about: what about the potential benefit/conflict for a board member who is also a parent/client/beneficiary?
At some point you may resign from a nonprofit board before your term is up. You might be angry, disappointed, or just too busy. Don't botch your resignation: do it right.
Most often as a board member we stick out our term limits and leave the board feeling good about what we've've contributed. But there are also times when you resign before your term is up. Maybe you've missed a lot of meetings or maybe you're moving to another city. Maybe you're uneasy with the direction the organization is taking, or maybe you feel that as a board member you are treated like a "mushroom": kept in the dark and fed manure (!).
Regardless of your reason, you can just walk away quietly, or make a weak excuse, or you can use the moment to give meaning to your resignation, both to you and to the board.
Following are some ways to make significance out of your resignation:
• If you have concerns about the organization or the executive director but haven't voiced them, consider . . .
The very mention of bylaws at a board meeting is usually met with dread. It typically means either that a conflict has risen to the point where the bylaws must be consulted, or it means that someone is pointing out an area of noncompliance that has gone unnoticed for years. This Checklist points out the necessary elements in bylaws.
Because regulations about nonprofit bylaws are done individually by state (rather than the federal government) there is quite a bit of variation. For example, in Ohio and New York, nonprofit boards must have a minimum of three members, but in California the minimum is one. It's important to obtain the applicable state laws and make sure that the bylaws are in compliance. In addition, some cities have further regulations for nonprofits. Ask your city attorney's office for guidance. For example, some states and cities have different rules for nonprofit organizations for which the board automatically includes an elected official or government employee as a result of that individual's election or employment.
Three overall guiding principles for nonprofit bylaws:
A. Don't put too much in the bylaws. If you specify the . .
Several Blue Avocado readers responded to our query about unusual board terms, and we were intrigued by comments from Jeanetta Issa, CEO of Child Abuse Prevention in Kansas City; we talk with her here:
Q: What are the board terms in your organization?
Jeanetta Issa: The initial term of office is for one year. Then based on the activity level and commitment to the organization, they can be asked for a second term of three years. After that they can be asked for a third term, for a total of six years of service. So it's 1 - 3 - 2.
Originally, in a past organization, the board wanted to make it easier to turn over non-productive or even destructive board members. One time we had such a destructive board member, totally attempting to draw our organization into her own agenda, that . . .
Although every nonprofit has a mission statement that defines the organization's core purpose and work, many are unaware of its useful companion, the business model statement: a brief summary that spells out the organization's economic drivers. Like a mission statement, a business model statement acts as a touchstone: a reminder and a guide for the organization's focus and strategies.
Nonprofit executives and board members usually have a good sense of the various types of funding that support the organization, but they may have a harder time explaining the organization's business model. Let's imagine a childcare center with the following mission statement: "We provide high quality child care in a cross-cultural setting." A first draft of their business model statement . . .
Despite the importance of the nonprofit board, there's strikingly little clarity about who is responsible for its performance. The answer in this Board Cafe article might surprise you:
Who is responsible for the board's doing its job? And a related question: who's responsible for improving a board that's asleep, weak, or gone amok? One answer might be: the board is responsible for the board! Or possibly, it's the board chair who is responsible for the board. Or sometimes: it's both.
We agree with Peter Drucker: The responsibility for the board's effective work -- both governance and support -- is ultimately the responsibility of the executive director.
This can sound paradoxical (or even depressing) at first, but veteran successful executives know the truth of this statement. Executives take on their shoulders the responsibility for the success or failure of the organization -- every part of it. If there were any other part of the organization that was under-performing, no executive would shrug, do nothing, and . . .
Most of the time, nonprofit boards work through consensus. But what if you think a serious mistake is being made? Sometimes knowing what to do in advance if such a situation arises can help you understand the situation more clearly as it unfolds:
Have you ever been in a situation where the board has made a decision that you think is very wrong and will have severe negative consequences for the organization? Or where you think an important decision has been railroaded through?
As a board member myself and something of a contrarian, I've found myself in these circumstances from time to time over the years. For example, on the board of an organization with a sizable financial deficit, I found myself and one other board member losing a seventeen-to-two vote to take funds from the organization's endowment for current operating expenses. As a member of CompassPoint's consulting group for many years, I saw more serious cases, too, such as ones where board members suspected illegal activity or a takeover of the organization by a few aggressive (and often new) board members.
It's important to remember that reasonable people can disagree in good faith on important issues. The following situations may give you some food for thought if a case that goes beyond reasonable disagreement were to arise for you.
Question: The board I'm on is about to make a bad decision. Although . . .
There are two things to worry about with copyrights: protecting original material that your organization has created, and making sure that your organization isn't improperly using material that someone else owns. Blue Avocado asked copyright attorney Kate Spelman to help us with these issues, and she generously gave all of us her expertise and time.
It's the phone call no board member wants or ever expects to get: word that the organization's executive director is being investigated by the police for embezzlement. In this First Person Nonprofit article, Vernon Waldren, board member of the Nonprofit Association of the Midlands in Omaha, Nebraska, talks candidly about how the story unfolded:
We got a call from someone at a different nonprofit letting us know that our executive director was probably going to be arrested for embezzlement at their organization, where he was on the board. Our [board] president got that call on a Monday morning, and she called a meeting of the executive committee at 5:00 that evening. What we learned was . . .
In Part 1 of this series on diversity, we discussed mission reasons, business reasons and other ways to think about diversity on nonprofit boards. In Part 2 we looked at diversity at the nonprofit sector level and the importance of organizations of color in the nonprofit ecosystem. Here in Part 3 we offer specific, practical tips for recruiting people "unlike ourselves" for nonprofit boards.
One of the maxims of looking for a job is that it's more effective to look for a particular kind of job (as a waitress or as a teacher in a preschool) than it is to look for "a job -- any job!" In the same way, knowing why you want to recruit someone of a different race, let's say, and knowing what you want that person to do, is more effective (and sincere) than "we just need a Latino."
In Part 1 of this series we discussed four types of reasons to recruit people with backgrounds out of the mainstream, including people of color, people with disabilities, lesbian and gay individuals, and so forth. We also talked about involving people from our constituencies, whatever those may be, and offered several sample diversity policies. We recognized that for organizations of color, women's organizations, immigrant organizations, and others, demographic diversity may be inappropriate, or framed differently. In this article we build from there for an organization that knows what board members need to do, and as a result, who they might need to be.
The worst ways to talk about recruitment
When board recruitment comes up on the agendas of most boards . . .