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From the Board Doctor
10/16/2014 12:00 AM

This cautionary tale shows executive directors why it is important to know your board members as individuals and understand their needs.

Something as simple as a board member’s ego nearly cost a California nonprofit executive her job recently. This story from the Hotline is a good reminder of how important it is for the executive director to know his board members well and meet their personal board-service needs. Here’s what happened:

“My board chair forced through a bylaws change, and as a result of that, micromanagement became rampant around here,” she said. The problems at the organization spun out of control so quickly that a state oversight agency eventually became involved and demanded that the bylaws be revised again to fix the problems, she said.

This organization had been performing well, and the administrator was meeting the board’s goals for the nonprofit. “My board was giving me a lot of credit for the agency’s success, and I was trying to give the board its due credit as well,” the California executive said.

“My problem was that my board chair felt left out when the credit was being handed out,” she said.

Problems escalated rapidly at that point, and the executive still remembers how upsetting it was when another board member told her the chair “planned to take her down a notch.”

The chair started orchestrating employee complaints. “He really ramped up the tension when he had one of those employees trump up some serious charges against me,” she said. “At that point, the chair tried to relieve me of my duties.”

The organization’s bylaws prevented this unilateral move by the chair, so the chair made the necessary moves to change the bylaws to give himself the necessary power to act. In fact, the chair made himself CEO of the nonprofit, the California executive said.

To achieve this, the chair scheduled board meetings when many board members could not attend, and insisted that he didn’t need a majority of the board present at the meetings to install himself as the CEO, but only a majority at the meeting to vote him in as chair, the administrator said.

It took a year to get this situation reversed, and only after many nightmarish meetings and damage to the nonprofit. “He used intimidation and yelling to run off key employees during this year,” she said.

What did the California executive learn from this fiasco? “Strengthen your bylaws by making a supermajority of the board a requirement to alter them,” she said.

While that may or may not be a good idea for your organization, this story illustrates a key point about the board and administrator relationship: Nonprofit executives need to spend a great deal of time building a personal relationship with each board member. If the California nonprofit executive had better understood that she had a board chair with a massive ego that needed stroking, maybe the damage to the organization could have been prevented.

Successful administrators don’t leave much to chance when it comes to relationships with their board members. They make conscious efforts to know each board member’s needs and interests — and then meet them.


Jeff Stratton, Editor


Board Meetings
10/10/2014 12:00 AM

Board & Administrator Editor Jeff Stratton said this information from the Tennessee attorney general on duty of care can be used to improve board attendance at meetings.

Nothing signals a board problem to the administrator like poor meeting attendance. If it’s happening on your board, it shows that enough members are disengaged in their board service to the point they don’t care enough to attend meetings.

Attendance policies can help resolve this problem—but only to a point. Does the board really want to start enforcing the tough attendance policy midyear when that will only leave you with empty seats at the table until you can scramble to fill them?

One argument the executive director and board chair can make about meeting attendance is that it is a crucial element of the board member’s duty of care. Here is what the Tennessee attorney general says about the duty of care in What Every Board Member and Officer Should Know: A Guidebook for Tennessee Nonprofits:

“The duty of care means that you must act reasonably, as a prudent person in similar circumstances would, that you are familiar with the nonprofit’s activities and financial condition, and that you participate regularly in board meetings.”

The guidebook then points out several best practices for board members to help them meet their duty of care, including:

  1. Attending board meetings and the meetings of committees on which the board member serves. Ensuring that the board receives information prior to the meeting that will be discussed and voted upon.
  2. Preparing for board meetings by reviewing the agenda packet and asking questions, along with participating in board discussions. “Be informed about every major action that the nonprofit takes, and be proactive about reviewing materials in a timely manner,” according to the guidebook.

For more information, go to

10/3/2014 12:00 AM

Board & Administrator Editor Jeff Stratton describes the key areas the nonprofit executive should cover during orientation of new board members.

Your new board member orientation program has plenty riding on it: Get it right and you create a sound base for effective board service for new trustees. Get it wrong and you can end up with board members who are disconnected to your mission, miss board meetings, and lack a clear understanding of what their job is because they want to do yours.

That’s why you have to ensure you cover several key areas when you get your opportunity to orient new board members. Hit these areas—and don’t overwhelm them with too much intricate information—and you will establish a sound base of knowledge from which they can begin their board service. Be sure to:

  • Put your passion into the orientation. New board members should see that the executive is excited about, committed to and focused on the organization’s mission. If you want your board members to be policymakers, they need to understand what your organization does and why it exists.
  • Give new members a board job description and a meeting attendance policy. These two tools clarify what is expected of board members from the outset of their service.
  • Contrast your job with the board’s. When board members understand the difference between what you do at the organization and the board’s responsibilities, you are likely to prevent future role problems. The concept is very simple—the board sets policy for the nonprofit, while you and your staff implement policy and run programs. It may be a simple concept, but it needs to be drilled into new board members if you want to save yourself future headaches.
  • Examine the board’s relationship to nonprofit staff. When you orient new board members, you have a unique opportunity: it’s the one chance you have to focus new members on staff positions, not the people and personalities who have those jobs. Use an organizational chart to illustrate the relationship between the board (at the top of the organizational chart), with a line drawn to the executive director’s position, and then lines leading down from the ED’s position to all staff positions at your organization. The image provides a subtle reminder to new board members that while the board manages you, you are responsible for the work of all employees underneath you on the organizational chart.
  • Establish the fact that the strategic plan is a board-approved document. Orientation is not the time for a new board member to drill down into the details of an organization’s strategic plan. There is too much information there. It is the time, however, for the executive director to review the board’s goals and then discuss the process by which the board plans. Some board members may think they are change agents, but when you establish that previous boards have set the organization’s strategic direction through the plan, it becomes more difficult for a new board member to “tear things up and start over.”
10/11/2013 12:00 AM
Longtime Board & Administrator-For Administrators Only reader CEO Rod Braun (Pella, Iowa), offers strategies to improve this example grievance procedure.

Take a couple of minutes to review the following problem resolution/grievance process used by one nonprofit to resolve employee grievances. See if you can spot the danger area for the executive director.

Then read the comments from longtime Board & Administrator reader CEO Rod Braun (Pella, Iowa) that will improve this policy to make it work better for the administrator.

Problem Resolution/Grievance Process

  • Employee grievances have been defined as anything in the employee’s work relationship that causes distress, complaints or feelings of having been treated unfairly or improperly by a supervisor, department head, member of the administrative staff or fellow employee. It is only natural for occasional problems to arise between employees, or between an employee and a supervisor. Administration recognizes this, and will maintain the following orderly grievance procedure:
  • Any employee with a problem or grievance related to his employment may present the grievance to his immediate supervisor, who shall give it prompt consideration and a reasonable answer if it is within her jurisdiction to do so.
  • If the employee is not satisfied by the action taken under Step 1, within seven (7) days after the supervisor takes the action, she may present the grievance in writing to her department head. The department head will meet with the employee and attempt to resolve the matter.
  • If the employee is not satisfied by the action taken under Step 2, he may appeal the matter to the Administrator. If the matter is not resolved to the employee’s satisfaction by the Administrator, the employee may, within seven (7) days after such action is taken, make a written request for a hearing. At this point in time, the Administrator shall appoint three (3) or more organization employees from departments other than the employee’s department to serve as a committee to conduct a hearing on the matter. The committee shall investigate both sides of the issue and, within five (5) days after the investigation is completed, make a recommendation to the Administrator. Promptly thereafter, the Administrator shall make a decision on the matter. The Administrator’s decision will be considered final.

From the CEO’s perspective, Braun’s main issue with this policy starts with step 3. “I’m not fond of having an appointed group of employees from other departments acting in an advisory capacity and then making a recommendation to the CEO,” he said. “I think word would get out in an organization that an employee with a concern took it to the appointed group but that the CEO went against their recommendation.”

If that happens, expect two possible outcomes: one is that no one will ever want to be appointed to hear such a grievance for fear the process is just tokenism and the other is that since the appointees are only advisory to the CEO, the aggrieved employee would probably see the process as a waste of time.

On the pro side of step 3, Braun said it can be argued that CEOs don’t always make perfect calls and that is why he is asking for a recommendation from an appointed group. “For this policy to work effectively, I think the CEO would have to follow the recommendation at least ninety-five percent of the time,” he said.

If you are a CEO with a grievance policy like this, periodically give data to your employees so that you can demonstrate your veto of the appointed group’s recommendation is seldom used, Braun suggests.

The CEO can use an approach similar to this one but without creating a formal appointed group. “When a grievance gets to my level, I generally consult with a small group of senior management staff before making a decision,” he said.

Braun also periodically explains some of the positive outcomes of a grievance (such as grievances that led to policy or practice changes). “People often think that if you file a formal grievance you will get fired or never receive another pay raise,” Braun said. “The CEO needs to be able to demonstrate some positive outcomes from employees who have used the procedure.”

To address this reprisal issue and further improve this policy, add some type of statement that retaliation/reprisal will not be tolerated against any person filing a formal grievance.


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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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