Board Cafe

What to Do When You Really, Really Disagree with a Board Decision

Jan Masaoka — Mon, 22 Feb 2010 16:40:53 -0800

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 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 . . .

Nonprofits and Copyrights: What You Need to Know

Kate Spelman — Mon, 01 Feb 2010 16:49:50 -0800

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.

Q: Should we be copyrighting things we publish in print, on our web site, in our music CD, and elsewhere? Is it enough to put a © (copyright symbol) on things?

Kate: It's a good idea to put the © symbol (a 'c' in a circle) on original materials, along with the year and the copyright owner. But a copyright can't be enforced unless the work has been registered. See the U.S. Copyright Office at www.copyright.gov for the official site.

Is it hard to register a work?

Not really. Works can be registered at the United States Copyright Office for $45 each, and the benefits include . . .

Our Executive Director is Embezzling

Vernon Waldren — Wed, 23 Dec 2009 09:37:02 -0800

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 . . .

Recruiting for Board Diversity: Part 3 in Diversity Series

Jan Masaoka — Mon, 14 Dec 2009 14:32:46 -0800

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 . . .

A Fresh Look at Diversity and Boards

Jan Masaoka — Sat, 14 Nov 2009 15:17:01 -0800

Part One in a series of three on nonprofits and diversity:

Just last week a new report showed that while 57% of California's population is comprised of people of color, just 28% of nonprofit board members reflect that demographic reality. While not all boards want to diversify their racial and ethnic composition, many who do are struggling to clearly define their reasons for diversification and are uncertain as to how to proceed effectively.

Often the objective is to add people of color to a predominantly white board, but other situations exist as well, such as adding Latinos to an Asian board, or younger people to a predominantly older board. Over the last decade or so, the way we think about diversity has been changing. This article -- the first of three in a series -- provides a fresh and practical focus on board diversity.

One thing we know about working to address demographic diversity: . . .

Can Nonprofit Boards Vote By Email?

Gene Takagi and Emily Nicole Chan — Fri, 23 Oct 2009 12:41:31 -0700

Can nonprofit boards vote by mail and email? As is true of so many matters, there are legal answers and sensible answers to this question, which may not be the same. Attorney Gene Takagi and Emily Nicole Chan discuss both in this helpful article:

One of the many Blue Avocado readers who contributed to this article by sharing their experiences and viewpoints commented, "Over the last year we had new members of our Board who used electronic communication as an extension of the board's actions. It was a disaster." In sharp contrast, another reader was chipper: "We have had great success with making decisions between board meetings."

We'll start by discussing the legalities, then take a look at the advantages and disadvantages, and finally, we'll offer guidelines and a sample policy for using email voting.

First, the legal issues

Can nonprofit boards legally vote by email? The short answer: Yes, in most U.S. states, but typically only if the vote is consistent with the requirements . . .

A Board Member "Contract"

Jan Masaoka — Fri, 09 Oct 2009 10:29:45 -0700

One way to be sure that everyone on the board is clear on his or her responsibilities is to adopt a board member "contract." Not intended to be legally enforced, the contract outlines explicitly what is expected of individual board members, and how the organization will in turn be responsible to them.

This contract differs from similar documents in some important ways. While most board agreements describe board member responsibilities, this one also outlines the responsibilities of the organization to the board member. A key principle underlying this document is the board's responsibility is to hold the organization accountable to its constituencies and to the public. Just as important, the contract communicates core values about debate and disagreement, accountability, and board-staff relationships.

The board chair should sign two copies of this agreement for each board member. Each new board member should sign both, return one copy to the board chair, and keep the other for reference. Signing the agreements ensures that the board members will read them, and is a symbolic gesture about their importance.

Sample Board Member Contract

I, _______, understand that as a member of the Board of Directors of _______, I have a legal and ethical responsibility to ensure that the organization does the best work possible in pursuit of its goals. I believe in the purpose and the mission of the organization, and I will act responsibly and prudently as its steward. As part of my responsibilities as a board member:

1. I will interpret the organization's work and values to the community, represent the organization, and act as a spokesperson.

2. In turn, I will interpret our constituencies' needs and values to the organization . . .

Should Board Members Be Required to Give?

Jan Masaoka — Sat, 12 Sep 2009 14:48:00 -0700

Are board giving requirements a best practice or a bad idea? We report on trends and explore the real questions:

Few debates can rile up board members more than the question, "Should our board have a giving requirement?" Many of us know from firsthand experience that responses to this question are often characterized by frustration, bewilderment, sarcasm, absolute certainty, or even anger.

Unfortunately, there's no definitive answer to the question, because having a requirement for giving does work for some boards, but not having a requirement works just as well for others. There are substantive, valid arguments to be made on both sides of the debate:

Proponents of required giving believe it signals board member commitment, at the same time giving board members a sense of investment and shareholder stake in the organization.

Institutions such as universities, operas, museums, and others whose board members are recruited mostly for fundraising are where one sees required giving most frequently, at levels ranging from $500 to $2,500, $10,000 and so forth. And in the stratosphere of board giving, one major university expects (requires) trustees to make personal gifts of $20 million each during the period of their trusteeships.

Reflecting frustration dealing with her board, an executive recently exclaimed in anger and disgust . . .

What to Do with Board Members Who Don't Do Anything

Jan Masaoka — Mon, 31 Aug 2009 19:25:20 -0700

In this Board Cafe column, we look at short-term and long-term strategies for the board members known as deadwood or worse:

"He never comes to meetings or does anything. Why does he even stay on the board?" "She always says she'll take care of it and then she doesn't follow through. Aaagh!"

Whose responsibility is it to "do something" about a board member who is AWOL, deadwood, undependable, a procrastinator, or worse? Regretfully the answer is: Yours. If you're the board president or an officer, you have a special role, but every board member has a stake - and therefore a responsibility -- in all members being active. In some cases you may need to talk with the executive director about improving the way he or she works with board members. If you're the executive director, you may need to discuss the situation with board leadership.

You must do two things in the case of a board member who is not participating. First, you must do something. The problem is likely only to get worse, and . . .

Ten Quick Ways to Invigorate Board Meetings

Jan Masaoka — Sun, 09 Aug 2009 11:21:06 -0700

Board members invest a tremendous amount of time and energy at board meetings. A few simple changes can often make that investment pay off in important ways. Make a resolution to implement at least one of the following ideas this month:

1. Supply name tags for everyone at every meeting. It's embarrassing to have seen people at several meetings and wondered what their names are . . . and later it's really hard to admit you don't know their names.

2. Make a chart of frequently used external and internal acronyms(such as CDBG for Community Development Block Grants or DV for domestic violence) and post it on the wall of every meeting. (If you distribute the list on paper, it is soon lost.) The chart will help people unfamiliar with the acronyms know what others are talking about.

3. Write an anticipated action for each agenda item. Examples: