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Board Role
2/23/2018 12:00 AM

The board has to be taught its role, according to this Board & Administrator feature.

Every once in a while, I hear from a subscriber who reminds me: Just when you think you have heard it all, you find out you haven’t.

It’s good for me to hear these stories because they reinforce an important concept: You have to be proactive about defining roles for your board. This must be done continually for it to take hold.

Here’s the story from a Wisconsin administrator:

“I was at a monthly board meeting yesterday for another organization where I have served for many years,” the administrator said. “We were discussing a wish list of capital projects, realizing that we only had about enough money to do perhaps 25% of the items on the list.

“When board consensus was that one particular project should not be done at this time, a board member announced that he had done his own investigation and met with employees who thought this project was an immediate priority.”

This was news to the CEO and the rest of the board. “I asked several questions of senior staff at the meeting and was convinced that the project in question had been examined from every angle and was not an immediate priority. I was quite shocked that a board member would unilaterally decide to conduct his own investigation.

“It implies that we as a board do not trust the CEO to give us the total picture on the issue,” the administrator said. “Yet, in the CEO’s monthly report, he had addressed the issue and had also alerted the board that there were ‘lingering concerns.’

“If nothing is done about the board member’s staff ‘investigation,’ my concern is that the next time there is an employee concern, they will again contact this same board member and bend his ear.”

After the meeting, the Wisconsin administrator sent an email to both the board chair and the CEO regarding his concerns. “I was hoping the chair would take the board member aside privately prior to the next meeting and gently explain that the role of board members is not to conduct unilateral investigations and that doing so can undermine the authority of the CEO, despite perhaps having the best of intentions.

“I also suggested to the CEO that he needs to subscribe to Board & Administrator,” he said.

The board’s chair did not respond to his first email where he stated that the board member who did the investigation should be privately told that such behavior is not appropriate for a governance member.

“Two weeks later I sent a follow-up email and the chair said he was afraid that if the board member was confronted that he would quit and that this board member generally had good insights on issues,” the Wisconsin administrator said.

“I responded that I didn’t think we should risk the problem just going away on its own and that as board vice president, I would be willing to be part of the meeting. In the end, the board president discussed it with the CEO, and they decided not to confront but that the CEO should look into some training materials from their state association.

This administrator later learned that the December meeting was the final one for the board chair. “So, if this issue becomes a problem again, it won’t be his problem,” he said. “He is a very easygoing guy and just likes to keep the peace. In his defense, he made the point that he doesn’t think this board member will engage in this behavior again because his position on the specific project was rejected by the full board.”

What is the Wisconsin administrator’s takeaway from this board member’s surprise misbehavior? “Once again, this demonstrates to me that CEOs have to be proactive in helping governance members to understand their role,” he said.

Board/Staff Relationship
2/9/2018 12:00 AM

Certain topics, like their relationship with staff, are just confusing to board members, B&A Editor Jeff Stratton explains in this feature.

The plain fact is some board members don’t understand why their contact with staff should be channeled through the CEO. Some examples:

Board concern: “We should have a say in who gets hired.”

It’s my firm belief that hiring staff should be the executive director’s job—not the board’s. The CEO can ameliorate frustration to some extent by explaining the process used to select new staff. When board members are more comfortable that your system is thorough and professional, they’ll back off their interest in hiring staff.

When you hire a key staff member, tell the board what you looked for in applicants, where you looked, how many applied, how many you interviewed and how the person hired fits your original criteria.

Who you hire should be your decision. When you give board members confidence you made the right decision, their concern should dwindle.

Board concern: “I am worried about staff morale. How can I tell if staff are happy in their jobs? Even when a staff member brings a concern to me, I have to tell him to bring it to the executive director.”

I’m convinced that when a board sets out to “improve staff relations,” that’s what they really want to do—not take power from you or exercise power over staff comings and goings.

That’s an honorable motive, so here are a few strategies to let the board know that staff morale is high—even if an employee complains:

  • Arrange social events where staff and board can get to know one another outside the work setting.
  • Keep the board well-informed about staff achievements, staff promotions and new initiatives by staff. Bring staff to board meetings to discuss their programs. This is the sign the board needs from the executive director that all is well with staff.
  • Encourage the board to recognize staff, reward them and regularly say “thanks.”


Jeff Stratton, Editor; 515.963.7972

Board and Staff Relationship
2/2/2018 12:00 AM

Use this policy when board members flood nonprofit staff with requests for work.

Your staff have better things to do than spend a full workweek generating a report for a board member. Those types of requests eat up far too much of a staff member’s time.

No board member should treat the nonprofit’s employees as his personal assistants. To resolve the matter, treat it as a full board issue and not something the board should expect its executive director to “fix” or handle for the board.

For boards where this is a serious, ongoing problem, I recommend the board adopt a one-hour rule to manage requests from board members for staff work. Here’s how it works: For a board member to make a request for staff work, the work must take no more than one hour of staff time, and must be related to one of the nonprofit’s strategic goals. If the request meets these criteria, then the board member must present the request to the full board and get a majority of board members to approve the request.

This approach takes the onus off staff, who may be uncomfortable being asked by a board member to perform work, and removes the executive director from the equation. It makes board requests for staff work a board issue, which is where the responsibility lies for these types of decisions.

The Board Doctor’s recommendation: Write a board policy on board requests for information. In your policy, consider these areas: requests for information during board meetings, requests for information outside of board meetings, requests for information related to the board meeting agenda, program-specific requests and how responses from staff will be disseminated to the board.


Jeff Stratton, Editor


3/10/2017 12:00 AM

This resource from Board & Administrator helps board members assess their engagement level with the organization.

2/24/2017 12:00 AM

In Brian Foss and the Horatio Alger Association’s book, Governing Effective Nonprofits in the 21st Century, board members can find a wealth of practical information about serving on a board.

Below, you’ll find a terrific job description for a nonprofit board member.

A Sample Board Member’s Job Description for Any Nonprofit

  • Understand and support the mission, programs and services of the organization.
  • Accept the responsibilities of being a fiduciary of a corporation that exists for the public good using tax-exempt, tax-deductible funds.
  • Make a multiyear commitment to participate actively in governance meetings and programs.
  • Be among the first, most generous and consistent annual donors.
  • Invite new people to become involved in the organization’s work and to contribute financially.
  • Assist other governance leaders in building relationships that will help the organization fulfill its mission.
  • Be a steward of the public trust and a trustee of the organization’s mission and resources.
  • Keep the board’s work focused on governance issues, policy creation and setting strategic directions for the organization’s future in a transparent and ethical manner.
  • Keep the board focused on effectiveness in fulfilling the mission and programs, and creating an organization that is best-in-class.
  • As a fiduciary, ensure that the organization is diversely funded, approve the annual budget and monitor fiscal affairs, conduct an audit annually, have fiscal controls in place, review IRS Form 990, and plan for the financial future of the corporation.
  • Ensure the board has policies in place regarding board and staff conflicts of interest, self-dealing and transparency.
  • Understand how the organization raises its funds and approve all of the fundraising practices and external contracts for fundraising.
  • Leave management matters to the organization’s CEO and help the board and staff continuously differentiate the roles of governance and management.
  • Be an advocate and ally for the CEO, assuming such support is merited. Participate in the hiring, nurturing and evaluation of the CEO.
  • Keep the board focused on the organization’s mission.


Source: Brian Foss, Governing Effective Nonprofits in the 21st Century. Reprinted with permission.

1/27/2017 12:00 AM

Use the following exercise from The Board Doctor to assess your board’s understanding of its role.

Use the following exercise to determine how clearly your board understands its role. Identify those areas where the board lacks either knowledge or information, and make plans to find them the training they need. Remember: An untrained board is a disaster (for the CEO) waiting to happen.


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  • Meet the Editor

    Jeff Stratton

    Jeff Stratton has edited Board & Administrator since 1992. As the Board Doctor, he has advised thousands of executive directors and board members on issues like prevention of
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