Dani Robbins

Posts Tagged ‘trustees’

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.

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Governance: The Work of the Board, part 5 Setting the Mission, Vision and Strategic Direction

In Non Profit Boards, Strategic Plans on August 10, 2013 at 8:17 am

Welcome to the final post in our five part series on Governance.  We have already discussed the Board’s role in Hiring, Supporting and Evaluating the Executive,  Acting as the Fiduciary Responsible Agent, Setting Policy, and Raising Money.  Today, let’s discuss the Board’s role in setting the mission, vision and strategic direction.

As previously mentioned, Boards are made up of appointed community leaders who are collectively responsible for governing an organization.  As outlined in my favorite Board book Governance as Leadership  and summarized in The Role of the Board, the Fiduciary Mode is where governance begins for all boards and ends for too many.  I encourage you to also explore the Strategic and Generative Modes of Governance, which will greatly improve your board’s engagement, and also their enjoyment.

At a minimum, governance includes:

  • Hiring, Supporting and Evaluating the Executive Director
  • Acting as the Fiduciary Responsible Agent
  • Raising Money
  • Setting Policy and
  • Setting the Mission, Vision and Strategic Direction

One of my goals for this blog is to rectify the common practice in the field of people telling nonprofit executives and boards how things should be done without any instruction as to what that actually means or how to accomplish it.

What Board members being responsible for setting the mission, vision and strategic direction means is:

The Board sets – meaning discusses and votes to adopt or revise – the mission statement, which answers why your organizations exist.

The Board also sets the vision of the organization. A vision statement is a description of what the organization will look like at a specified time, usually 3-5 years, in the future. There are two minds in the field as to if a vision statements should be a utopian view such as “an end to hunger” or a more concrete view such as “to be the premier youth development organization.”  I lean toward the latter; I find it challenging to set goals to get to utopia.

The Board votes upon the strategic plan, after participating in a strategic planning process “in which the board, staff, and select constituents decide the future direction of an organization and allocate resources, including people, to ensure that target goals are reached. Having a board-approved, staff-involved strategic plan that sets organizational values, includes effective measurements and the allocation of resources aligns the organization, provides direction to all levels of staff and board, and defines the path for the future of the organization. It also allows leadership, both board and staff, to reject divergent paths that will not lead to the organization’s intended destination.” (Innovative Leadership Workbook for Nonprofit Executives)

The process – and the document – can be very long or very short.  In fact, I have a new theory that the longer strategic plan is, the less likely it is to be used.  For my clients, I recommend a 4-5 meeting process: We start with setting or revising values, vision and mission and end with assignments, measurements and due dates.

Please do not accept a plan that does not include assignments, measurements and due dates.  If you cannot answer the question “How will we know when we get there?” you will not get there.  A plan without each of three is just a list of goals that are unlikely to be accomplished.  For information on what else should be included in the process, please click here.

A strategic plan should be a living document that guides the organization and provides a point for ongoing programmatic and organizational evaluation.  It should not sit on a shelf.

All organizations should have a strategic plan.  Strategic plans get everyone on same page as to where you are as an organization and where you are going.  They allow the group to decide the goals moving forward; create measurements to determine if you met your goals and assign responsibility and due dates for specific goals.   It is a process that results in not only a document but also a shared understanding among key stakeholders.

In the absence of that shared understanding and agreement, there are still moving parts, but they’re not aligned. The absence of a plan sets the stage for people to do what they feel is best, sometimes without enough information, which may or may not be right for the organization.  It opens the door for one person’s vision to get implemented and others to feel unheard or unengaged.  The absence of a plan allows for major decisions to be made on the fly and for potentially mission driven decisions to be compromised.  As we all know, movement goes in other directions than forward.

What do you think?  As always, I welcome your insight and experience.

Governance: The Work of the Board, part 3 Setting Policy

In Non Profit Boards on August 2, 2013 at 7:40 am

Welcome to part three of our five part series on Governance.  We have already discussed the Board’s role in Hiring, Supporting and Evaluating the Executive and Acting as the Fiduciary Responsible Agent.  Today, let’s discuss the Board’s role in setting policy.

As previously mentioned, Boards are made up of appointed community leaders who are collectively responsible for governing an organization.  As outlined in my favorite Board book Governance as Leadership  and summarized in The Role of the Board, the Fiduciary Mode is where governance begins for all boards and ends for too many.  I encourage you to also explore the Strategic and Generative Modes of Governance, which will greatly improve your board’s engagement, and also their enjoyment.

At a minimum, governance includes:

  • Setting the Mission, Vision and Strategic Plan
  • Hiring, Supporting and Evaluating the Executive Director
  • Acting as the Fiduciary Responsible Agent
  • Setting Policy and
  • Raising Money

One of my goals for this blog is to rectify the common practice in the field of people telling nonprofit executives and boards how things should be done without any instruction as to what that actually means or how to accomplish it.

What setting policy means is:

The board discusses and votes to approve (or not) all policies and plans.  Policies are usually recommended by (and often written by) the CEO, also called the Executive Director.  Plans are usually drafted by committee. Both must be approved by the Board.

Procedures, on the other hand, are set by the CEO, often in consultation with the staff. The difference is the difference between the rules and the law.  You can get fired for violating a policy (law), but not usually a procedure (rule).

Policies, plans, and procedures set the boundaries for people to act.

I recommend organizations have the following policies:

  • Personnel
  • Financial
  • Crisis Management and Communication
  • Conflict of Interest
  • Confidentiality
  • Whistle Blowing/Ethics

Policies dictate what happens in a defined set of circumstances.  I occasionally get calls from people who want to create a policy they don’t really need because they are trying to avoid addressing an issue directly.  Do not create a policy to avoid having a conversation.  Have the conversation, and then decide if you need a policy.

That said there are policies you definitely need.  For example (and among other things), the personnel policy determines what benefits staff get; the financial policy sets who can sign checks and for what amount; the crisis communication policy determines who speaks for the organization; the crisis management plan dictates what to do if there is an intruder; the conflict of interest policy states how conflicts are managed; the confidentially policy requires a process to protect information; and a whistle blower policy provides a path to report violations.

A reporter sticking a camera in the face of your most disengaged staff member is not the time to decide who speaks for your organization.  Having a crisis communication policy will make all the difference in your organization’s ability to continue to provide services after a crisis, and the community’s ability to be confident in your ability to do so. The absence of a single point of contact allows for a variety of messages from a multitude of people – who may or may not be affiliated with your organization – to be shared with the community, which at a best will dilute your ability to control the story and at worst will open the door to a new set of issues for people to judge you by. As all of our moms taught us, a reputation takes a lifetime to build and just a few minutes to destroy.

Policies address today.  Plans take you into the future.

I recommend organizations have the following plans:

  • Board Development
  • Marketing
  • Resource Development
  • Strategic Plan
  • Succession Plan

Plans determine what path you will follow in what circumstances.   For example (and among other things), a Board Development plan dictates what process will be followed to bring on new Board members; a marketing plan determines what materials you will create and how they will be disseminated; a resource development plan lays out how you will raise contributed income; a strategic plan states where you are going as an organization and how you plan to get there; and a succession plan ensures continuity by outlining how leadership will be perpetuated.

Plans, policies and procedures can address or eliminate many of the issues that come up on a day to day basis that distract from your mission and moving the needle for your community.

What’s been your experience?  As always, I welcome your insight and experience.

Governance: The Work of the Board, part 2 Acting as the Fiduciary Responsible Agent

In Non Profit Boards on July 20, 2013 at 7:18 am

Welcome to part two of our five part series on Governance.  The first post reviewed the Board’s role in Hiring, Supporting and Evaluating the Executive.   Today, let’s discuss the Board’s role as the fiduciary responsible agent, which is quite different than the fiduciary mode outlined in my favorite Board book Governance as Leadership  and summarized in The Role of the Board. Fiduciary responsibility is one of the 5 pieces of the fiduciary mode, which is where governance begins for all boards and ends for too many.

As previously mentioned, Boards are made up of appointed community leaders who are collectively responsible for governing an organization.  That includes:

  • Setting the Mission, Vision and Strategic Plan
  • Hiring, Supporting and Evaluating the Executive Director
  • Acting as the Fiduciary Responsible Agent
  • Setting Policy and
  • Raising Money

One of my goals for this blog is to rectify the common practice in the field of people telling nonprofit executives and boards how things should be done without any instruction as to what that actually means or how to accomplish it.

What it means to meet your fiduciary responsibility is:

It is the Board’s role to:

  • — Read, understand and approve the financials
  • — Review, understand and approve the audit, as appropriate
  • — Review and sign the 990
  • — Understand how the programs tie to the mission and the number of people served in those programs as well as the program’s impact

Financial statements should be prepared by the assigned staff or volunteer and reviewed by Finance Committee, often Chaired by the Treasurer, and then presented, by that Treasurer, to the full Board every time the full Board meets. Members of the Board should receive and review the information in advance and come to meetings prepared to ask questions and continue to ask questions until they understand and are willing to have their name listed as having approved the financials.  Once questions have been answered and all members are satisfied, the financial statements should be voted upon and either approved or sent back to committee with instructions to be addressed.

Please do not vote for something you do not understand.  When I do this training with Boards, I often say, the Exec will just get fired; Board members will go to jail.  I’m only mostly kidding. The Exec will likely go to jail too.  Either way, the community and the law will hold you as a Board member responsible.

The audit is prepared by an independent accounting firm in an effort to assess if the organization is operating in accordance with Generally Accepted Accounting Principles (GAAP) and also within their commitments.  Different audits are required based on the amount of government funding that is received. The costs of such audits vary depending on the budget size, revenue streams, and also the quality of the financial systems and the need to for the auditor to clean up those systems. Audits should be bid out, in conjunction with organizational policy, every few years.  The auditor that is selected should conduct the audit and also come to the Board meeting to present their findings and answers any questions that Board members may have.  Auditors also prepare and should explain a management letter which includes suggestions on improvements that could be made.  Such letters didn’t used to be but are now regularly requested by funders so it is imperative the Board is aware of what’s included within and have discussed the ramifications of accepting, and also not accepting the recommendations.

Most agencies pay for an audit to be done every year; some less often but still on a specific schedule driven by policy. The audit is submitted with most grant requests, to the national office of most affiliated organizations, as applicable and is given out frequently to anyone who requests a copy. Some organizations post a copy on their website.

The firm that prepares the audit is usually also the firm that prepares the 990, which is the tax return that non profits file each year. The 990 should be reviewed by the Board, prior to being submitted, and should be signed by the Treasurer.  It is often signed by the CEO, but it should be signed by the Treasurer or another member of the Executive Committee.

Finally, as part of meeting their fiduciary responsibility, the Board should understand how the programs tie to the mission, the number of people served in those programs as well as the  impact of that program.  That does not mean the Board needs to be – or even should be- in the weeds of programming.  It is the CEO’s responsibility to ensure the program’s creation, implementation, management and evaluation.  It is the Board’s responsibility to understand how such programs are aligned with the mission and the vision of the organization, the impact of that program on the clients your serve as well as the number of people served by those programs.

Fiduciary responsibility means that the Board – and not just the Treasurer but the whole Board- is responsible for safeguarding the community’s resources and ensuring accountability and transparency.

What’s been your experience?  As always, I welcome your insight and experience.

Board Development Done ….. Less Effectively

In Non Profit Boards on April 6, 2013 at 10:44 am

Earlier this week I wrote on post entitled  Board Development Done Right.  Let’s talk today about the other side of board development: what it looks like when it’s done…. less effectively.

In the absence of a board development plan that is being followed, most organizations do some combination of the following:

A board member or member of the senior staff meets someone in the community who they think might be good for the board.  They pass the name on to the Board Chair or the CEO who later meets with the prospect and may or may not invite them to join the board.  If they do, and the person says yes, they bring the name up at the next board meeting, and that person is voted upon and becomes a board member, usually but not always without an orientation as to what the expectation or requirements are of board leadership.  It’s a process, it’s not great, yet it is the process that is fairly consistently followed by a lot of organizations.

Will that process build a great board?  Probably not, but it works – to a degree – and it’s much better than the alternative.

The alternative is this, same beginning: a board member or senior staff meets someone in the community who they think might be good for the board and asks them to join the board.  They say yes. That person shows up at the next board meeting and is voted upon while in the room and voila! They are a board member.

Lest you think I am exaggerating:  I attended a luncheon not too long ago where I was seated next to a nonprofit CEO.  He asked what I did and I shared that I was a nonprofit management consultant, primarily working with organizations on board governance, executive coaching, system development and planning.  He immediately asked me to join his board.

As I’ve written before, strong boards beget strong organizations.  It works the other way too: less effective boards beget less effective organizations.  Those boards hire less talented CEOs or the wrong CEOs, for whom they don’t set goals and whom they don’t evaluate anyway.  They do not have a written strategic plan or a board development plan, or many other plans.  There is no orientation process, no education and no board evaluation.

Here’s the rub:  Board strength isn’t just an internal issue that is invisible to the community.  It is clearly visible.  Here’s what it looks like:

  • The organization has had a revolving door of CEOs.
  • The CEO has had a revolving door of senior staff.
  • The CEO has a very strong personality and does the work of the board, which the board allows either because they don’t know they shouldn’t or worse, because they are afraid if they challenge the CEO she or he will leave, which they don’t have the time, the inclination, the ability, or a plan to deal with.
  • The Board Chair has a very strong personality, and may also be a big donor, and other board members are afraid to alienate him.
  • There are quorum issues.
  • Board members tend to stay only one term.

Just because it’s like this today, doesn’t mean it has to stay like this.  Organizational transformation is possible and even probable with the right plan and the emotional fortitude to implement that plan.  Like any other challenge in life, if you don’t like the path you’re on, pick a new path:  Get your board together, or at least your executive or nominating committee, and come up with a plan.

Start by answering these questions:

  • Who do you have around the table?
  • Does everyone look the same?
  • Is everyone, in fact, the same?
  • Are there gaps in skill set, faith, race, capacity, interest, thought, ability, orientation, age, and gender?
  • Are there leaders in your community who can fill those gaps?
  • Who can get in front of those people, introduce and engage them in your organization?
  • How will you decide when and to whom to offer board seats?
  • When will you vote on new members?
  • What will you include in your orientation?
  • What type of evaluation will the board conduct of itself and how often?
  • What type of education does the board need and want?

Board development is the intentional process by which the board is perpetuated, evaluated, and educated.  Let’s get to it!

What’s been your experience?  How have you built a board?  As always, I welcome your experience and insight.

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