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No More Homeless Pets Forum
April 7, 2003 Board of Directors |
How can your board of directors really get it together? Ed Sayres, president of the ASPCA, has tips and advice for you on working productively with your board of directors, whether you're a board member, an employee or an individual who would like to get more involved.
Introduction from Ed Sayres:
The board of directors and the CEO need to be in step if an organization is to succeed. In working for both nonprofit and foundation boards (as well as serving on a number of boards, including the board of the Delta Society), I have extensive experience with a variety of board structures and operations. There are many issues to consider -- from term limits to committee assignments -- but the overriding factor is the need for the board and the CEO to be in sync.Questions
Approaching the board with shelter operation concerns
Recruiting board members with professional skills and contacts
Getting deadwood board members off the board
Electing board members and term limits
Board members involved in day to day management of animal care
Unresponsive directors and boards
Power struggles and cliques on the board
Should board members be required to donate a set amount?
Having a board help the director share fundraising responsibilities
Does requiring board members to raise funds discourage some good candidates?
Are board meetings required to be open to the public?
Resources for model by-laws and board makeup
Transitioning from working board to governing board
Board liability issues
Conflicts of interest for sitting on a board
Approaching the board with shelter operation concerns
Question from a member:
I am a staff person at a shelter and am upset by some animal care practices and policies that I feel are not in the best interest of the animals. There is a group of employees and volunteers who would like to see something done, but when we go to the director our issues are dismissed as emotional responses. We would like to go to the board, but are looking for some advice on how to approach the board about our concerns without looking like we are just unhappy employees or out to get the director. What is the appropriate way to address these serious concerns?Response from Ed:
Mediation should be the first step depending on the responsiveness of the executive director and the severity of the issue. While there is a risk in repercussions by writing to the board of directors, it would be appropriate to copy the executive director on any correspondence.It is very important that the correspondence be factual and solution-oriented and not reactive or personal. It should address situations that show consistent patterns rather than a series of potentially random incidents. The severity of the risk to the animals is the key element in determining the urgency to seek intervention by the Board.
Recruiting board members with professional skills and contacts
Question from a member:
Our board is comprised of nice people who love animals. Many of them are active volunteers who do animal care and other essential things for us. We appreciate their efforts, but want to expand our board to include those with fundraising abilities and contacts within the community. How can we find and recruit community leaders and people with professional skills and connections to serve on the board?Response from Ed:
It is important to develop a long-range plan to determine the future issues for the organization, including board recruitment. Your recruitment should seek persons with the skills to meet those issues. The process for board recruitment is much like asking for a donation. At first pass, it is a compliment to the potential candidate that you would consider them for board membership, but you should be clear and specific on the expectations for board membership. Having made the expectations clear, the candidate may decline, but may give you a referral to a colleague who may be better suited to the expectations of the board.While you want to recruit board members with the needed skill set to face the issues of the organization, it is inappropriate to recruit board members who would have a vendor relationship with the organization, as this creates a direct conflict of interest.
Remember, the board has two primary functions:
Fiduciary responsibility for the organization’s assets
Hiring and oversight of the organizations executive director.
Getting deadwood board members off the board
Question from a member:
I'm a board member for a community organization. We have several excellent board members, but we also have a few board members who block progress and generally do not contribute much to the group. They do not come to events and do little fundraising and recruiting of new donors. How can we get deadwood off the board so we can recruit some new people who would be more involved and would share our vision for the organization?Response from Ed:
The chairperson and the executive committee need to make the case for a new approach to board member recruitment. Unproductive board members could be moved to an emeritus or honorary board distinction. The importance of a strong nominating committee is vital to the success of the board of directors. The nominating committee should define the criteria for board participation including:Attendance to meetings
Attendance to special events
Committee participation
Committee leadership
Annual contribution
Willingness to raise funds from personal and business relationships.
It is the responsibility of the nominating chairperson to align the strategic plan for board recruitment with the long-range plans of the organization.
It is appropriate to ask an individual if they are philanthropic. One should not assume that a passion for an issue equates to a financial contribution, so you should specifically confirm their philanthropy and ensure a clear understanding that any contribution made to your organization should be amongst the top 3 contributions the individual gives to your organization and any other organizations.
Your board member criteria, whatever they are, should be evaluated on an annual basis, and the nominating chair is responsible for counseling board members who fall below established criteria.
Term limits alone do not replace the need for an annual review of each board member's performance.
Electing board members and term limits
Question from a member:
Can you give us a model for electing board members in a member-based organization and your thoughts on term limits? We are in the process of changing our by-laws because they currently make it virtually impossible for the membership to vote anyone on or off the board.Response from Ed:
I favor a model in which the board of directors are the voting members and the general membership are non-voting members.In starting an organization, I would recommend two terms of three years. As I have stated previously, I still believe a nominating committee should do annual evaluations of each board member's performance and contributions to the organization.
For example, a board member would be limited to two 3-year terms and could then serve on an advisory committee for a year and then be nominated for a possible 3rd term on the board. This example not only allows very effective board members to retain a relationship over the long-term, but also allows the nominating committee to attract new board candidates and diversify board membership more diplomatically through the use of term limits.
Board members involved in day to day management of animal care
Question from a member:
Have you found a good balance between board oversight and meddling when it comes to animal care issues? Our board has an animal welfare committee that tends to get very involved in day-to-day management of the shelter, particularly with issues involving adoption/euthanasia decisions regarding at-risk dogs.Response from Ed:
In my experience, the primary reason for unproductive board and executive director relationships is based on board interference with the day-to-day operation of the organization.I strongly support the premise that the board's responsibility is the prudent management of the assets of the organization and the selection and the oversight of the executive director. The executive director is responsible for all operational issues of the organization.
The board should create committees and structures that enable them to understand the decision-making processes undertaken by the executive director.
Board or committee involvement in issues such as euthanasia decisions will always yield an adversarial relationship between the board and the executive director.
Successful non-profit organizations owe a good deal of their success to a healthy board/executive director relationship, which includes both parties knowing and fulfilling their assigned responsibilities.
Unresponsive directors and boards
Question from Jenn:
I have been volunteering at my local SPCA for over a year, and have seen no positive changes in that time period. It is a no-kill shelter, but the conditions that the animals are living in are a far cry from what they should be. The shelter has no spay/neuter policy, educational programs, adoptions screening process, etc., mainly because the executive director doesn't find them to be priorities. He is primarily concerned with the shelter's bottom line and is not concerned with progressive sheltering concepts because they cost money. The rest of the board is completely apathetic. They never visit the shelter or get involved with any of its proceedings, and are even more resistant to change than the executive director is.I have been doing research about every phase of sheltering operations that I can get information about, and I am convinced that there is much that could be done to improve the shelter even without great expenditures, but the director and the board are not interested in any of my suggestions. Should I hold out any hope that I can improve the shelter? If so, how should I go about dealing with this unresponsive board? Is there an organization that serves to educate uninformed boards that could possibly help? (I have already formed my own organization to raise funds to subsidize medical care for these animals when the shelter refuses to shell out, but I would like to see more change from within as well.)
Response from Ed:
First of all, let me say that the lack of responsiveness you describe may indicate that this may not be the appropriate agency for you to be performing volunteer work. If the board and executive director are as unresponsive as you describe, then it will be nearly impossible for someone in a volunteer capacity to implement positive change.If you feel that their unresponsiveness is allowing for cruel and abusive conditions in the shelter, then contact the regulatory authorities and/or the media. If the agency is merely maintaining the status quo, but there is no perceived negligence in the care of the animals or their conditions, then it will be very difficult to have any impact on the problem.
If you are raising funds for the shelter and you think there is some possible interest in their changing their methodology, then you might be able to create a scholarship fund for the executive director to attend a national conference such as “No More Homeless Pets” or “Champ” which would allow the executive director to become more familiar with current shelter practices.
Power struggles and cliques on the board
Question from a member:
Our board of directors has been going through a lot of turmoil right now and has many new members. The biggest problem we face is that certain members work to get their friends elected and cliques form on the board and power struggles ensue. We end up with a very divided board and people not working well together. How do you suggest we stop members from getting their friends on the board and trying to take over?Response from Ed:
The importance of the nominating committee is often overlooked in the development of a successful non-profit organization. The chair of the nominating committee needs to assert the needs of the organization over any personal or business relationships when recruiting board members. It is important for the nominating committee to establish objective criteria for new members based on the current and future needs of the organization.It is important to qualitatively rank each prospective candidate against the criteria to ensure those whose qualifications that best suit the organization's needs are further pursued. This will enable the board to possess the skills needed to administer the mission successfully and will help prevent the cliques and power struggles you are experiencing with your board.
Should board members be required to donate a set amount?
Question from a member:
Do you have (or recommend) requiring board members to individually bring in a certain amount of funds or new donors? We have a set amount that board members must raise to be on the board and a requirement that they must bring in some potential new names to contact. Some of us would like to raise this requirement higher but other board members are upset by this.Response from Ed:
I think it is important to establish an annual financial contribution for all board members. I recommend each board member make a contribution that would be one of their top 3 philanthropic gifts for the year. Since board members have various financial capabilities as donors, some boards establish a total board contribution that is a percentage of the organizations budget, say 10% in the example below:If the budget for an organization is 1 million dollars, the board would be responsible for an annual contribution of $100,000.
Further, the board can establish goals of raising funds themselves through their personal and business relationships. You can, therefore, establish goals for giving and fundraising. It is also reasonable to expect board members to assist the nominating committee in identifying new prospective board member candidates.
Having a board help the director share fundraising responsibilities
Question from a member:
I am the director of a small humane society. The board expects me to be in charge of all fundraising, including special events and individual donors, in addition to overseeing daily operations at the shelter, writing our newsletter, and managing the money and shelter records (with very little staff).I feel that this is too much for one person to handle, but we don't have the resources to hire more people. The board feels that their only responsibility is to oversee me. I know you have said that in addition to that, the board's primary function is management of the shelter's assets. When you are a small shelter with few staff, how much responsibility should the board take in helping the director with fundraising, and how do you as the director set clear definitions if the board does not?
Response from Ed:
The executive director of a small agency will wear many hats in the administration and fundraising functions for the organization. It would be fair to ask the board chair to generate personal contributions from fellow board members and establish a development committee to assist you in the solicitation of major donor prospects.It would be important to work toward a goal of a surplus in the operating budget that would enable you to fund a fundraising consultant or a part time position in your organization to relieve you of some of the responsibility of that function. This would enable you to devote more time to management of your organization's programs.
This is an incremental process that can literally take three to five years. It is vital to work with the board chair to establish a timeline that will ultimately strengthen the resources of the organization.
Does requiring board members to raise funds discourage some good candidates?
Question from Marilyn:
I understand the need for funds and fundraising (who involved with a nonprofit doesn't?), but requiring board members to donate a specific amount of funds seems to limit those who can be on the board. It makes it seem that one's pocketbook is the determining factor for a member of the board.Doesn't this keep a lot of good people off of a board of directors? It also seems a little demeaning for anyone asked to be a board member. Am I being idealistic in thinking that talents and passion for the cause should be first considerations?
Response from Ed:
A common phrase that is used to explain the essence of board service is “Work, Wealth and Wisdom”. In my experience, the expectation of a board member's commitment has become more intensive over the last five years. A minimum of two of the three items mentioned in the phrase above would be required of every board member.As a donor-based organization, it is important that the board members establish a model by committing to an annual contribution. The board needs to set that annual amount at a realistic level so as not to prohibit potential candidates from joining the board. If a prospective candidate cannot meet that financial obligation, it might be more appropriate to have that person participate on an advisory board.
Are board meetings required to be open to the public?
Question from a member:
Do board meetings have to be open to the public or can they be closed-door meetings? Does it vary in every state?Response from Ed:
A private 501c(3) in which board members comprise the only voting members are not required to have their board meetings open to the public. A 501c(3) organization that has various voting members, both board and non-board members, are typically required to have at least one public meeting per year to allow the membership a chance to give input to the board members.I assume that these laws will vary from state to state. Therefore, it is very important to confirm the rules or your state with a qualified attorney who specializes in non-profit law.
Resources for model by-laws and board makeup
Question from a member:
We're just in the process now of getting our 501c3 status and determining our by-laws. Do you have any suggested models to look at for by-laws for an all-volunteer group? Also, do you have any recommendations for how many board members we should have?Response from Ed:
There are websites such as www.josseybass.com which will have a number of books on the subject of boards and non-profits. There is also a book in the "Dummies" series, "Non-Profits for Dummies."I would start with a relatively small board of five to nine members for the first three to five years of the organization. This will enable people to understand the expectations and to see how the chemistry of the team functions in the development of programs for the organization.
Transitioning from working board to governing board
Question from Holly:
I realize that board members should not be involved in the day-to-day operations of a nonprofit. However, in all volunteer organizations or in smaller organizations this is not always possible. Do you have any suggestions to help an organization make the transition from a working board to a governing board, as that organization grows and moves through the typical nonprofit lifecycle?Response from Ed:
Many small non-profits face this transition where board members' volunteer efforts are vital to the day-to-day operations of the organization.As the organization grows and develops the resources to hire a part time manager or director, it would be best to have one member of the board oversee the job description and day-to-day responsibilities of the new manager or director.
The success of this transition depends on clearly defined goals and expectations for the employee and a good understanding as to what duties will be performed by volunteers. This type of division of responsibilities requires thorough discussion and will continue to evolve as the organization has more success in generating financial support from the community. Consistent communication is vitally important to this process.
Board liability issues
Question from a member:
Our board is often afraid of taking on new programs or projects because they are afraid of liability issues. For instance, the board recently voted not to try off-site adoptions because of concerns for the animals off-site, in case someone gets bit or an animal gets loose. How can we make sure that they and the organization are not at risk? I feel that we are missing many opportunities to expand our services because the board is afraid to take even small chances.Response from Ed:
This question raises the issue that it would make sense to have someone from the insurance industry on your board to educate your board members on issues of liability and programs. It would also give the board an objective source of information and allow them to see if their insurance companies are raising unwarranted concerns with regard to liability issues.Good management and consistent training are your best defense for all the liability issues with regard to programs in your organization.
In the case of off-site adoptions (which account for 30% of the adoptions for the SF/SPCA), it is important to carefully review all worst-case scenarios with your staff and volunteers to ensure the safety of all involved.
It is always important to get factual information pertaining to risk levels instead of opinions based on single incident situations where all the facts may not be accurately presented.
Conflicts of interest for sitting on a board
Question from a member:
What do you consider to be conflicts of interest that would prohibit someone from sitting on the board? We often use our board's contacts for services and consider contacts to be an important factor for getting on the board. In particular, do you think that someone can be involved with another humane organization and still be on your board? Recently we had someone apply to fill an open board seat who volunteers for a spay/neuter program in town. Some people on the board felt that this would be a conflict because they feel her first priority should be this organization.Response from Ed:
The most important conflict of interest to manage is any primary or secondary financial relationship with the organization. There can be no paid vendor relationships with a board member or a board member's immediate family.The issue of whether a board member can represent two community organizations with similar missions should warrant significant discussion during the nominating process.
I see no conflict with a board member serving on a state or national board and a local board. The conflict with serving on two local boards would be essentially the same questions regarding capacity for participation and financial contributions to the organization. If a candidate confirms that they are able to meet the expectations of meetings, committee work, fundraising events and financial contributions, then I would not perceive a conflict.
There have been cases where competing local non-profits seek to infiltrate the other organization. That scenario should be quite obvious during the nominating process.
