Dani Robbins

Posts Tagged ‘by-laws’

Who Trained Your Board?

In Non Profit Boards on December 13, 2017 at 8:35 pm

The sentence I have repeated the most this month is this “your board will be as good as whomever trained them, which was possibly no one.” I’ve said that nine times, thus far, and it’s only the 13th.

Your Board will only be as good as whomever trained them, which actually may have been no one. The vast majority of Board members I have come across in my 25+ years in this field, including earlier in my career some of my own, have not been formally trained to their role.

Untrained Board members will do what they think is right, which may or may not be aligned with anything anyone else is doing, may or may not be aligned with the strategic plan of the agency and may not, in fact, be right.

Whose fault is that? It’s ours. Executive leaders are responsible for ensuring good Board process. Sure, it’s up to actual Board members to follow that process, but it’s our jobs to make sure it’s there to be followed.

We have a horrible history in this field of following the baptism by fire training model. It’s how I was trained. It’s likely how you were trained. It’s a bad model. Here’s the truth:

If you are frustrated that

  • your Board is not doing their job
  • they keep overstepping into your job
  • you keep having to overstep into their job
  • your board president is micromanaging
  • your board is not raising money
  • your board glazes because they do not understand the financials

It may be because they don’t understand what their job is- BECAUSE NO ONE HAS TRAINED THEM. If you want your board members to know what their job is, it’s your obligation to train them.

Just so we’re crystal clear, when I say trained, I don’t mean give an orientation on your agency (though props to you if you do that). I don’t mean handing new Board members a packet. Let me say once and for all: there is no such thing as training by Board packet. That’s not training. That’s reading. It’s not nothing, but it’s not enough.

I recommend you offer an actual Board training, annually or more often if you can get away with it, that outlines:

  • Board Role and Responsibilities
  • Duties under the Law
  • An overview of the intent of by-laws (called Code of Regulations in Ohio) and the specifics of yours
  • Officer Roles and the Executive’s Role
  • Committees structure, charts of work, goals and expectations
  • Conflicts of Interests
  • Board Governance Models
  • Basic Rules of Roberts Rules of Order (if that’s the model you follow, and it is for most agencies)
  • Meeting Structure
  • Governance Modes and Generative Governance Techniques

What do you have here? An opportunity! Float the idea. Ask about what your Board is interested.  What would they like to learn?  Make sure you offer options.

Here are some for your and their consideration:

  • Art of the Ask
  • Board Process – agendas setting, committees,  strategy, structure, engagement
  • Basic Board responsibilities- fiduciary and legal
  • Board vs Staff roles
  • Best Practices of Effective Boards
  • Mission relevant information

In the absence of Board training, executives are sometimes, either by choice or by vacuum, put in the position of fulfilling roles that are not their roles to fill. If you are doing their job, they are not. That also means you are not doing your job. Just because it needs to be done does not mean it needs to be done by you. Train your Board to fulfill their role, and then let them. If they aren’t doing what you want, it may be because you’re doing it. Stop.

It’s almost 2018, and as I mentioned in 8 things to stop doing in 2017, “the work of the Board gets done by committees. If you do not have committees, I encourage you to work to introduce them. Please click over to read Board Work via Board Committees.

In the absence of committees or even in the presence of them, you may still be doing their job. The easiest way to tell if you are is to consider who speaks the most at Board meetings. If it’s you, there’s your answer.

If they don’t do it and you do, you’ll keep doing it. You have to give it back.

How? By saying to each committee chair “I just learned that the Chairs of each committee should be leading the committee meetings and giving the committee reports at Board meetings. Would you be willing to do so? I’m happy to sit with you prior to the meeting and go over the report and help brainstorm the answers to expected questions.” “Oh, you don’t want to or won’t be there?”

Yes I know this is where you step into the breach. Resist.

“Ok, who should we ask to report instead?”

You can set committee chairs up to succeed. You can call and ask them to set a committee meeting. You can even suggest times, date and write the agenda. You can send out the invitations. You can prep them to chair the meeting. You can whisper in their ear during the meeting and even type up the minutes afterward. But you can’t lead the committee meeting or report out on it at the board meeting.

If you have tried and failed to give back the work of the committee to its Chair, you then can go to the Board Chair and/or the other Officers and ask for advice. Like this “Committee X hasn’t been meeting and /or seems to be having a hard time achieving their goals. Would you mind checking in with them and nudging them along?” “Oh, you have and nothing has changed? How would you like to handle that?”

While it is your Board to help develop, it’s not your Board to run or to manage. It’s not your committee and it’s not your meeting. It’s a Board meeting. The Board members should be talking; you should be there to listen, answer questions, present your report, make recommendations and offer support and guidance. You should not be the person in the room talking the most. If you are, they are not. We want them to lead. That may mean you have to let them.

Set your Board members up to succeed and they will help you lead your agency to heights you can’t even imagine today. Your agency will be stronger for it. As an added bonus, you’ll be less frustrated.”

Executives get a lot done by sheer willpower. Strong executives coupled with strong Boards, can lead our agencies to places no leader can get alone. Together, we can be unstoppable and because of the strength of our nonprofits, our communities can be stronger.

How have you trained your Board?  Board members, how were you trained? How has either improved your agency? As always, I welcome your insight, feedback and experience. Please share your ideas or suggestions for blog topics and consider hitting the follow button to enter your email. A rising tide raises all boats

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Revising your By-laws?

In Leadership, Non Profit Boards on August 25, 2014 at 10:23 am

Boards of Directors should review – and consider if they need to revise – their organization’s by-laws (in Ohio called Code of Regulations) on a regular basis.

When was the last time you looked at yours? Go ahead; pull them out. I’ll wait.

You’re back? Good! Let’s begin.

Does your board meet as scheduled? Most by-laws state that boards will meet, at a minimum, quarterly. My understanding is it is fine if you meet more often. It’s not fine if you meet less often. (This would be a good time to remind you that I am not a lawyer.) If you are only meeting quarterly, I encourage you to meet more often. It’s like the nonprofit version of that old commercial- miss a meeting, you miss a lot.

Do you have the right number of board members? Most initial by-laws are written with three members, though three members are rarely enough to appropriately govern an agency. If your by-laws say three members, I encourage you to consider revising them. I like a range.

For more detailed information on the number of board members, the frequency of meetings or the structuring of by-laws, I encourage you to read How Many Board Members Meeting How Often and Creating a New Nonprofit.

I offer a few more questions for your consideration as related to your by-laws:

Are new members added as stated? Do you follow the process to elect officers and re-elect renewing members?

Do you have a process to remove board members?

Do the committees listed reflect the committees you have? Are those the committees you need?

Do you have dissolution and indemnification statements?

Do you have things in there that should be elsewhere? Conflicts of Interest policies usually stand alone. So do Financial Policies.

Which governance model do you follow? Is that in there? Does it need to be?

What title do your by-laws offer to both your executive leader and the president of the board? Are those the titles you use?

Titles have evolved during my career. It used to be that the senior executive was called the executive director and the leader of the board was called the president.

It is my understanding that the YMCA was the first large organization to challenge that notion. The YM, once upon a time, had branch directors who were expected to raise money in their communities but were having trouble getting in to see business leaders. They attributed it to their titles. As such, the Y changed the branch managers’ titles to be executive directors so that they were held in higher regard and could more easily get into higher-level offices. (I do not know if the YM has called their executive leaders President & CEO all along or if they changed their titles accordingly)

Once they made the change, and some other agencies followed suit, it became very difficult for everyone else to figure out who is an executive director, meaning the executive leader of the organization, or who is the executive director, meaning the senior staff of a branch, unit or facility.

Sometimes I can’t tell either. Once, while I was working with a board to help them select their new executive, I couldn’t figure out if an applicant, who had the title executive director, was actually the executive leader of her organization. I had to ask five different questions to figure it out. (She wasn’t, in case you were wondering.)

So what should you call your executive leader? There are still plenty of executive leaders called executive directors. There are, more than ever, especially in larger organizations, executive leaders that are called President & CEO. Up until recently, I never thought it was that big of a deal. It’s the same job, after all.

What changed my mind? A board I served was considering changing the name of our executive leader when we hosted an event in conjunction with three other agencies. Of the four executive leaders in the room, our executive was the only one with the title executive director. When each of the other leaders was introduced as President & CEO and she was introduced as Executive Director, it became very obvious that we need a title change.

If we as nonprofit leaders want to be taken seriously as the “real” leaders that we are, running “real” corporations, like we do, then we are more likely to be granted that respect when we have the same title, or a better title, as the person to whom we are speaking.

Of course once you change your executive leader’s title to be president you then have to change that the President of the Board’s title to be Chair and the Vice President to be Vice Chair.

They’re the same jobs, but as I’ve said before, any process, or in this case title, that is getting in the way of meeting your goal is a bad process. This one, luckily, is easily rectified, especially if you were revising your by-laws anyway.

A final word on by-laws: It is important that you follow your by-laws. Yet, the funny thing about by-laws is that there is no governing body that will be monitoring if you do. Of course, if you have significant quorum issues, those issues will end up reflected in your audit and any violation of the law is likely to end up in court or the newspaper. For the most part, outside of criminal activity, a civil violation or a hit on your audit, boards are on their own. As such it is important that boards police themselves. The easiest way to do that is to follow your by-laws, review them annually and revise them, as needed, which usually comes out to every 3-5 years.

It’s also critical – and much more difficult – to ensure that you are upholding your governance responsibilities; your executive is appropriately leading your organization, which is meeting its mission, providing excellent service and living its values.

All that starts with the board. And the board starts with its by-laws.

What’s been your experience in agencies following their by-laws? Do you have any funny, or appalling, stories 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 to enter your email. A rising tide raises all boats.

Creating a New Nonprofit

In Leadership, Non Profit Boards, Organizational Development on April 16, 2014 at 10:49 am

I have two clients right now who are looking to create a new nonprofit, and you know two is my magic number for questions and ideas that generate a blog post. As such, let’s talk about creating a nonprofit, which for our purposes today will mean a 501 (c) 3, as opposed to other nonprofits that are not charitable institutions. For more information on that, please see All Nonprofits Are Not Charities.

Before we get in too deep, and on behalf of the people I can hear out there yelling at their computer that the world does not need any more nonprofits, if you haven’t already committed to this path, please click over to read Before You Start A New Nonprofit. There may be options that you have not considered.

If you’re still reading, I will assume that you have done your homework and have concluded that creating a new agency is the way to go. Thank you for wanting to impact your corner of the world and the issues about which you are passionate.

The vast majority of time you will spend at the beginning of the launch is on board development.

Strong boards beget strong agencies. You (and your board once it’s built) will have to set the mission and vision for the organization, create a plan, build the profile, the program and lots of other things to introduce your new agency to your community.

The first official step to create a nonprofit is to hire a lawyer and have the proper paperwork filed. You can file it yourself but I wouldn’t. There are lots of things that I’m willing to figure out (and sometimes learn the hard way), but legal and accounting issues are not usually among them. Once you have filed, usually with both your state and the IRS, you may also need to register as a charity, depending on the state and city in which you will operate.

Make sure that your lawyer has expertise in nonprofit law. If they don’t and you still want to use them, find someone who has that expertise. It can be a consultant, an executive director, or someone who has previously started an agency. Sometimes, lawyers, especially those who are not experts in the nonprofit field, create very basic by-laws, and that won’t be enough. I recommend you start with 12-18 members, not the three that usually get listed on initial by-laws. Three people aren’t enough to get where you want to go. If 12 seems daunting, and you really truly only have 3 people initially, write it as 3-18.

I recommend three-year terms for board members. Try to stagger the terms so that everyone doesn’t roll off at once. It is considered a best practice, by many, to have term limits, usually two or three terms for a total of six to nine years. At that point, really dedicated board members may roll off for a year and then be reappointed.  This is not a best practice I usually advocate.  It’s necessary if you have a board that is conflict adverse. If you have a board that’s willing to address issues and thank people when they’re no longer effective or engaged, you won’t need to say goodbye, even for a year, to effective board members.

I recommend one year terms for officers, renewable once. That may not feel like long enough for the founder and if that’s the case, write the by-laws for longer terms with the understanding that in the future you will revise the by-laws and back down the officer terms. It is not good for an agency to have long term officers. New blood and new ideas are needed on the board to continue to move the organization forward.

Finally, I recommend you create at least three committees: a board development committee to create, perpetuate and educate the board; a finance committee to make sure that the organization is spending its resources in accordance with GAAP standards and appropriately protecting the community’s investment; and a resource development committee to encourage the board and the community to invest in your agency’s mission. For more information on committees, please click here. The committees, once appointed, need to set and meet goals including building, training and annually evaluating the board (and the executive if you have one), personally giving, raising money from others and stewarding the money that is raised.

Once the board is built – at least the first time around – you can move on to other things. As you will find out if you haven’t already learned, board development is an on-going process in any nonprofit agency that never quite ends, but for our purposes, let’s say we’re happy with our initial board.

The next step is mission, vision and strategic (then tactical) planning. I can hear some of you thinking that we should have planned first, but planning requires the right people at the table so while it may look like a chicken and egg scenario, it’s not. You need the right board to create the right plan.

One of the keys responsibilities of a board is to set the mission, vision and strategic direction. The mission answers why the agency exists. The vision answers where the agency aspires to be at a future point in time. The plan lays out the path to get there. Once you have the strategic plan, you will also need a tactical plan to operationalize the work.

Part of the plan, especially at the beginning, will be the program and its potential to impact the community you aspire to serve. Please include that community in your planning efforts.  Also consider the staffing needed to create, introduce, offer and evaluate whatever services you plan to provide.

Finally, create a plan to introduce your agency and its program to the community, including partner agencies, potential funders and donors. This again may seem like a chicken and egg scenario but you will need to have a program plan before you can talk to people about your aspirations. They can’t buy in, if you can’t paint the picture.

Starting a new nonprofit is exciting, and daunting. Like anything else in the nonprofit world, a good board and a well thought-out plan can get you pretty far.

Have you started a new nonprofit? Can you share your experiences? As always, I welcome your insight, feedback and experience. Please share your ideas or suggestions for blog topics and consider hitting the follow button to enter your email. A rising tide raises all boats.

I’m Moving on Up; You’re Moving on Out! Or How to Remove a Board Member

In Leadership, Non Profit Boards on September 24, 2013 at 4:42 pm

I’m moving on up; you’re moving on out is the chorus of an old song I’ve always loved and I try to have a bit of fun with this blog, so … let’s talk about removing Board members.

All leaders have a shelf life. Bad leaders have a shorter shelf life. It is easier to avoid putting a potentially bad board member on the board than to remove an actually bad one, but that is a luxury you may not have. Some time, some day, somewhere in some volunteer Board position, you will have to remove a Board member. If you plan to spend your life in service to your community, the question isn’t if but when and once that time comes, how?

All Board terms eventually come to an end. The easiest way to remove a Board member is to not renew their term. Most terms are 2-3 years. (This is assuming you are following your by-laws and actually considering when terms expire and if members should be renewed. If you are not, that is an excellent place to start ramping up your Board practices.) If the Board member to be removed isn’t violating any ethics, policies or laws, it may be worth your while to wait them out or ask them to resign. Then again, it may not.

Board members are removed as outlined in your by-laws (in Ohio called Code of Regulations), which like any official document provides only the process, without the kindness.

Before it comes to that, I recommend you ask for a resignation. Obviously, it’s easier for someone to resign than for the Board to have to take formal action to remove them. Allowing for a resignation greatly increases your chances of being able to continue to count on the person as an ambassador, donor and friend, and it also mitigates the damage control you may have to do later.

How to get them to resign?

I always joke that the easiest way to get someone to resign is to ask them for $10,000. I used to have a Board member who never came to meetings but loved to call me with last minute grants requests that he insisted we write to his company for funds we never received. When we initiated our capital campaign and set our (very large and later achieved) Board goal, we called to set up the meeting to ask for his gift. He resigned on the spot. I joke but it’s a joke grounded in experience.

When you change the way business gets done in an organization, people may no longer be interested in serving that organization. That’s okay. There may also be people who had the best intentions when they joined your Board but either didn’t understand the scope of the role, or are no longer able to fulfill the role. That’s okay too. Then, there are people who are bad Board members, either because they are disengaged, distressed or just flat out disreputable. In all cases, it is our job to protect the organization and provide a gracious exit.

Some options for your consideration:

The hinting around option: Have the Board Chair (not the CEO) call the member and suggest that they seem less engaged lately and ask if they can continue to serve. Depending on how the conversation goes, you should either get a firmer commitment for service or the request to step down or away.

The direct option: Have the Board Chair explain the situation, the impact of the member’s inaction and ask for their resignation.

There is no shame in resigning. There is shame in not fulfilling your obligations (though you might not want to say that).

If the person is violating ethics, policies or laws, you have an obligation to remove them. Your by-laws will lay out how that process should be done and under what circumstances. Some by-laws require the calling of a meeting for that purpose. Some by-laws require different standards if the removal is for cause or without cause. The difference is often simple majority vs. 2/3 majority. Your by-laws spell out how Board members are to be removed. It’s usually at the beginning, around the 2nd or 3rd page.

Even if the removal is for cause, if appropriate, it might still be worth a call asking for the resignation. Most people, even those who are violating our standards, will resign when given the chance.

There will be some cases when it will not be appropriate to ask for a resignation and the Board will have to take action. As with any termination, consider what of the organization’s property or access the Board member may have, including banking, documents and also money. (This is a good place to remind everyone that checks and balances can avoid some of these issues and that most organizational documents should be kept in the organization’s office when at all possible.) Of course, unless you get the materials back before you initiate action or involve the police, whatever you fear is likely to materialize once you formally remove them from office.

Back to the title, when you remove a Board member, unless it’s an Officer- and let’s hope it’s not (if it is the above will still apply) – there isn’t usually an “up” in which to move. Even so, leadership abhors a vacuum and assuming the Board member being removed is the destructive kind rather than the disengaged kind, the remaining leaders will have to assess the circumstances that allowed destructive on the board in the first place. Feedback loops are critical to learning. Life and leadership is about making new mistakes.

The removal of a volunteer leader is less likely to be needed when Board members are screened, selected, oriented and developed appropriately, but good planning isn’t a guarantee; sometimes we get it wrong.

The work of the organization is too essential to get bogged down with bad decisions or bad leaders. Good Boards make tough decisions. The important thing is to address the issue, rather than compound the problem.

What have you done to remove Board members? As always, I welcome your insight, feedback and experience. If you have other ideas or suggestions for blog topics, please share. A rising tide raises all boats.

Twelve Signs of a Well Run Organization

In Leadership, Non Profit Boards, Organizational Development on September 20, 2013 at 9:26 am

I go in and out of a lot of organizations.  There are a few things for which I’m always on the lookout and the combination of what I see contributes to the recommendations I offer regarding the organization’s capacity for growth, sustainability and greatness.

I look to see if the mission, vision and values are obvious and if everyone knows them. I look at the policies, permits, organizational documents, job descriptions, resumes, and any and all plans that exist.

Here are the other things I look for, look out for and ask to review:

1. By-laws (Code of Regulations in Ohio) that are appropriate, revised periodically and, most importantly, followed.  I look at how Officers and renewing members are selected and how new members are recruited, oriented and voted upon.  I look at terms and term limits.  I look at Committee structures and purpose, how new committee members are added and if they need to be Board members.

2.  A Board that is well respected in the community who are aware of and fulfilling their role, including setting goals and annually evaluating the Executive Director, and setting metrics by which to assess the organization’s impact. I also look at how the Board is oriented, educated, evaluated and recognized. And if it reflects the diversity of the community.

When I am invited to Board meetings, I pay attention to how much the Exec speaks, how much the other staff speak and how often members of the board speak.  I notice if there are robust discussions and if votes are taken appropriately (appropriately being defined as “as outlined in Roberts Rules of Order” for the organizations that follow that model, which most do).  I notice if all votes are unanimous and if anybody is challenging anything.  I note if the minutes from the last meeting are approved and if financial statements are presented and approved.  I notice if anyone asks questions and if they are perfunctory questions or questions that reflect an understanding of the statements or issue at hand.

Everything flows from a strong Board.

3. Mission, Vision and Values of which everyone is aware, and upholding or moving toward.  Do the programs tie to mission?  Can people recite the mission and the values?  Is there a vision?

4. A Strategic Plan that lays out the path forward. Is there one? Does it include timelines, measurements and assignments? You’ve heard me say it before but a plan that doesn’t have each of the three is really just a list.

5.  Leadership – An Exec who has the passion, judgment, skills, training and experience to lead, and is known and respected in the community.  A recent fortune cookie I received said “if you have no critics you have had no successes.”  The Exec job is hard and not everyone is going to love them, but if the Exec communicates the vision and the path, people will follow.

6. Staff who have a passion for the organization’s mission, the appropriate technical experience, skills, training, and education for your field and their role. They also have to be on the team and moving the organization forward.  It is no longer enough to only be good at your job.  To ensure we  have the right people in the right seats we need staff to be both good at their job and on the team.

7. Organizational Culture that supports and empowers and also holds people accountable.

8. Cultures of Fund Raising or Philanthropy – Which is present and is that the appropriate culture to meet the goals of the organization?

9. Systems including infrastructure, financial processes, policies, plans and procedures that reflect the organization’s values; provide boundaries, training and growth opportunities for all; and reflect best practices and appropriate standards.

 10. An Excellent Program that ties to the mission, meets its goals, measures impact and moves the needle for change in the community. None of the above will matter if the program is mediocre.  The program or service provided must be excellent.

11. A facility that inspires hope, rather than exhaustion. We have all been in organizations that make us tired the minute we walk in the door.  It’s hard to be inspired or inspire others when surrounded by 2nd hand furniture that doesn’t match, stacked boxes, tons of papers and dingy walls.

12. Technology that supports (and doesn’t hinder) the work of the organization. At a minimum, there should be financial software; separate donor software if you receive contributed income; current (less than 3 year old) computers that have appropriate software and virus protection; an informative website and a reasonable email and phone system.  There should also be relevant policies on the use of technology and social media.

Did I leave anything out?  What do you use to gauge the quality, capacity and sustainability of an organization?  As always, I welcome your insight, feedback and experience.  If you have other ideas or suggestions for blog topics, please share. A rising tide raises all boats.

Officer Terms

In Leadership, Non Profit Boards on October 12, 2012 at 11:52 am

A friend of mine quoting the President and CEO of an organization on whose Board he serves said yesterday that “when the Board leadership turns over every year, the CEO, in effect becomes the Board Chair.” I hadn’t thought about it before but that is exactly right!

One of the more challenging aspects of serving as the CEO of a nonprofit is having a new boss every two years. I say two years because on average, most community based agencies have Board Chairs appointed for one-year terms renewable once, and most of the time, they are renewed. That means most CEOs get two years to work with their Chair – and even getting a new Chair every two years is a challenge! Just when you were getting used to the old chair, and just when that chair was really hitting her stride, we switch!

When the systems and processes are set, there is a Board Development and Strategic Plan in place, and the Board is clear on their roles and responsibilities, for the CEO it means a new boss, new goals (of the Chair not necessarily the organization) and new processes for communication.

When none of those things are in place and the by-laws/code of regulations call for one-year officer terms it means a lot more; it means starting from scratch, all over again, every year. It can feel like musical chairs, but with new music, new chairs, new people and no rules.

In those cases, the CEO may very well become the de facto Chair, because the Chair, who may or may not have been trained, may or may not have been oriented, and probably wasn’t groomed for the role, isn’t going to be in the seat for long enough to figure out the job.

The other reality is that unless the CEO was trained on building a board – and if the aforementioned sentence has happened, it is safe to assume he was not – he may not even know where his role ends and the Chair’s role begins.

There is, of course, another side to this arrangement. Sometimes it’s a good thing. Some Chairs are elected by default, meaning they’re there and willing but not necessarily suited or trained to the role. In those cases, one year terms are a blessing and offer the Board the opportunity to make a different decision.

In either case, and regardless of length of service, you don’t want your CEO to become the default Chair. It may not be terrible but neither is it governance.

The Board is responsible for governance, which includes Mission, Vision and Strategic Planning; Hiring, Supporting and Evaluating the Executive Director; acting as the Fiduciary Responsible Agent; Setting Policy and Raising Money.

One year officer terms, renewable once, offer a longer tenure and a higher likelihood of good governance. The 1st year is often a year of learning and by the 2nd year the Chair CEO relationship has clicked, things are getting done and the agency is moving forward and meeting it goals!

That’s what you want. Turnover in board leadership is healthy, as long as it’s planned turn over, with training, orientation and grooming so the Board and the CEO stay the course, or chart a new course together.

What’s been your experience with Officer terms? What does your agency do? As always, I welcome your insight, feedback and experience. Please offer your ideas or suggestions for blog topics and consider hitting the follow button to enter your email. A rising tide raises all boats.

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