Serving on the Board of Directors of a nonprofit is an honor and a privilege as well as a job and a liability. As with any job, there are things that you cannot do because they’re illegal and things that you should not do because they’re inappropriate and/or unethical.
Here is a list of things Board members shouldn’t do, even though, technically, they can.
I had the privilege of co-facilitating a training recently and no less than five representatives of different agencies stood up and asked us follow up questions when we said Board members shouldn’t get paid.
Here are a few of the questions:
“Can we pay them a stipend?”
“Can we give them a gift card?”
“We really can’t pay them?”
It is not illegal to pay Board members, but it is widely considered to be inappropriate in a charitable institution that is soliciting donations from its community. The one exception is when the (paid) executive director has an ex-officio seat on the Board. Other than that, staff shouldn’t be on the Board and the Board shouldn’t be paid.
You can pay mileage to and from the Board meeting and reimburse expenses when Board members are on agency business. You can, but you really shouldn’t, pay Board members for doing the work of the Board of a community agency.
Assign Work to Staff, other than the CEO
Boards have one employee, the CEO. Every other employee works for that CEO. The CEO’s role is to lead the staff, support the Board, manage the day to day operations and serve as the face of the organization in the community. It is the CEO’s role to execute the strategic plan in support of the mission and vision of the organization.
It is hard to sit in a Board committee meeting that is staffed by a senior yet non-executive leader of the agency and not assign work to that staff member. Work often gets assigned in such meetings and it likely there is a process in place for the staff member to go back to the CEO and update her on the results of the meeting. That’s not what I mean. What I mean is the Chair of the committee or of the Board directly assigning work to a staff member, outside of a committee or Board meeting and unbeknownst to the CEO.
When Boards choose to not honor the “one employee” rule, and assign work to staff, it quickly becomes very confusing whose instructions take precedence and whom will be held to account. It also plants a seed that challenges the CEO’s legitimacy. That seed (of dissent) grows and eventually it becomes difficult for the CEO to maintain his or her position, either because they quit, or challenge the Board’s overstep and are fired.
Since we’re already here, let’s keep going. The only staff Boards should hire is their CEO. All other staff should be hired by that CEO. There will come a time when you do not have a CEO and also have other positions open. It will seem reasonable to try to hire some of those positions in the interim. Resist!
You don’t know what skills your new CEO will have, so it is unlikely you will be able to hire someone to complement those skills. Unless you have organizational values that you will expect your CEO to honor (which you should also be asking about in the CEO search process), you won’t know which values are important to your new CEO and won’t be able to see if the person you want to hire is a match. It is as likely that whomever you hire will not be a good fit for the team already in place and since you know them but don’t directly work with them, you might not be able to assess that. You want the CEO to build their own team. That may mean you have to let them.
If you must, hire someone as a temporary with the option to stay at the discretion of the new CEO. That sets the tone for both the new person and the new CEO that the Board understands the difference in roles.
Avoid Fund Raising
Boards are tasked with securing the resources of the organization. I’ve heard consultants say that Board don’t have to fund raise, but it is very rarely true. Fund raising is a group effort, led by the leaders.
The CEO cannot raise money alone. The Development Director cannot raise money alone. Fund raising works best in a culture of philanthropy when both the staff and the Board are working together.
The Board’s role is to set the fund raising goal, financially support the agency themselves, embark on the campaign, open doors, introduce staff, “make the ask” when appropriate, pick up the tab for lunch when possible, and thank the donor.
The staff is responsible for training the Board, coordinating the assignments, preparing the askers with relevant donor information, drafting and supplying whatever written information will be left with the donor, including a letter asking for a specific dollar amount, attending the meetings as necessary and documenting the meeting in the database as well as writing the formal thank you note, and then creating a plan to steward the donor.
Unless you are getting all of your money from program fees, and if you are you may have issues with the public support test, fund raising is one of the five roles of the Board.
Do Business with the Agency you Serve
The law allows Board members to “do business” with the agency they serve if it is at “fair market value.” Do not be fooled. This is a case of the law allowing something that it’s likely public opinion will not support. Just because something is allowed does not make it right. It is an enormous conflict of interest and a quick way to get a spot on the front page of the paper for all the wrong reasons. If you are on the Board, do not do business with the agency you serve.
What things have you seen Boards do that they shouldn’t? Any advice to share? As always, I welcome your insight, feedback and experience. Please offer your ideas or suggestions for blog topics and consider hitting the follow button. A rising tide raises all boats.