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Board Cafe

Sample Conflict of Interest Policy by Jan Masaoka

1/14/2000

At some point, most boards confront tension or conflict between the interests of the organization and the interests of an individual board member. For example, if your organization is hiring a new bookkeeper and the board president recommends his sister, other board members may (and should) question whether this is appropriate.

What is a Fundraising Feasibility Study and Is It Worth It? by P. Burke Keegan

8/31/2001

When nonprofit boards consider a special, major fundraising campaign—such as one to purchase a building or start an endowment—they often ask: Should we or shouldn’t we? Can we really raise this much money? Do we have the right people on the board? Out there in the world, is our organization liked? Respected? By whom?

Checklist for Success As a Board Chair by Betsy Rosenblatt

7/21/2001

There are board chairs. And there are great board chairs. Being a conscientious board member is one thing: in itself a challenging, time-consuming job. But becoming the chair of the board means a lot more responsibility. As the top volunteer at a nonprofit, the chair must have a commitment to the success of an organization and a vision for its future. A chair must be able to handle people with skill and diplomacy as he or she works with the chief executive, other board members, and funders.

What is an Advisory Board and Should We Have One? by Jan Masaoka

10/24/2002

The Board of Directors of a nonprofit organization is its legal, governing body. In contrast, an Advisory Board does not have any legal, formal responsibilities. Rather, an Advisory Board is convened by the organization to give advice and support.

What to Do With Board Members Who Don’t Do Anything by Jan Masaoka

9/24/2004

Whose responsibility is it to “do something” about a board member who is “AWOL,” “deadwood,” undependable, a procrastinator, or worse? Answer: Yours. Every board member shares in the responsibility to involve each board member in contributing to the well-being of the board and the organization.

Board Member Agreement by Jan Masaoka

3/28/2001

One way to be sure that everyone on the board is clear on his or her responsibilities is to adopt a “Board Member Agreement.” The discussion the board has about what to put in its Agreement is valuable itself, and this sample may help you get started.

The Board’s Role in Personnel by Jan Masaoka

6/27/2001

A frequently sticky issue for nonprofits is the role of the board of directors in personnel and human resource administration. Should the board approve all salaries, or just the executive director’s? If a staff member has a grievance, should it come to the board? How can the board’s Finance Committee members, for example, be helpful in the hiring of accounting staff, but not usurp the hiring role of the executive staff?

Readiness for Earned-Income Ventures by Betsy Rosenblatt

5/30/2001

Even the word “nonprofit” implies that tax-exempt organizations designed to accomplish a social purpose cannot make money. It’s not true. Nonprofits certainly can make money, but surplus revenue must be returned to the organization to further its mission rather than going home in the pockets of staff or board members.

New Findings On Nonprofit CEO Pay And Board Member Giving by Betsy Rosenblatt

2/28/2001

Last year, the National Center for Nonprofit Boards and the Stanford University Graduate School of Business conducted a study of nonprofit boards. A few quick picks (the sample generally is of larger-than-typical nonprofits): The median board size is 17 members, of whom 86% are White/European, 9% African American, 3% Hispanic/Latino, and 1.5% are Asian. Thirty-eight percent of boards assess their own performance, and a remarkable 78% have a conflict-of-interest policy.

Board Meeting Packets by Jan Masaoka

1/26/2001

As both an executive director and a board president (of CompassPoint and the San Francisco Foundation Community Initiative Funds respectively), I’m on both sides of the board packet question. I know the staff’s temptation to send a ton of stuff, the better to inform and impress the board. I also know the board member’s tendency to run out of time to read the material, but still to be annoyed if the materials are either late or questionably useful.

Should Staff Contact With The Board Be Restricted? by Jan Masaoka

7/14/1998

The challenge: should board members have contact with staff independent of the executive director? For executive directors, this issue raises blood pressure faster than almost any other.

When the Executive Director Leaves: The Job Of The Board's Executive Transition Committee by Jan Masaoka

9/9/1998

The departure of an agency executive demands intensive leadership and activity by the board of directors. The obvious primary task is the search for a new chief executive. But regardless of the circumstances under which the ED is departing, a healthy transition usually entails many more tasks as well.

Should Your Nonprofit Be Considering A Merger? by David LaPiana

8/11/2001

Mergers, joint ventures, back office consolidations, fiscal sponsorship arrangements and virtual nonprofits are all examples of "strategic restructuring" options which nonprofits are viewing with increasing interest. Strategic restructuring goes beyond collaboration to bring the organizations into more formal, long-lasting and profound forms of alliance.

Mergers: What Does A Typical Process Look Like? by Alfredo Vergara-Lobo, Jan Masaoka, and Sabrina Smith

6/28/2004

Merging with another nonprofit may be a way to consolidate leadership, attract new funding, maintain or expand services, reduce competition among nonprofits for funding, and set the stage for new opportunities.

Four Cool Ideas for Recruiting New Board Members by Jan Masaoka

6/9/1998

1. Form a "One-Meeting Nominating Committee." Draw up a list of twenty well-connected people of the sort you would want on the board but who you suspect wouldn't join, (but who might know someone who would be a good board member.) Call those twenty people and ask them to come to a one-meeting committee over lunch. Tell them that at the lunch they'll be told more about the organization and what it's looking for in board members.

Six Things The Board President Should Check Before The 990 Is Filed by Bill Levis, Jude Kaye, Peter Swords and Pat Read

4/14/1998

Federal Form 990 is the ONLY information nonprofits are required to disclose to the public, and any member of the public can request a copy, so you want to make sure that what it says is not only accurate, but reflects what you want to communicate to the public. Form 990, required by the IRS for all nonprofit organizations except those with annual revenues of less than $25,000 and religious organizations, is frequently requested by donors and grantmakers, and increasingly available on the web.

Diversity For Organizations Based In Minority Communities by Jan Masaoka

3/10/1999

In previous issues of the Board Cafe (Dec. '97 and Jan. '98) we've addressed the issue of boards and diversity, including diversity in race/ethnicity, age, gender, areas of expertise, personal income, and other dimensions. We offered, for example, sample guidelines for boards to use in considering matters of diversity. One of the concerns related to diversity is the focus such a discussion takes on boards that are composed entirely, for example, of Latinos, or women, or people over 65.

How to Fire Your Executive Director by Jan Masaoka

3/10/1998

Sometimes it’s necessary for a board to fire the executive director. Occasionally the decision is clear to everyone, such as in instances of embezzlement or unethical behavior. But more often, board members get indications over time that the director is either not doing the job or causing problems for the agency.

Two simple ways to communicate expectations about money by Jan Masaoka and David LaGreca

2/28/1998

While effective organizations recognize that board members bring expertise and experience, most boards also look to their members for personal financial contributions (their "venture capital"). But communicating fundraising responsibilities in a friendly, positive way is difficult for many organizations.

The Diversity Issue by Jan Masaoka

12/11/1997

One thing we know about diversity: cookie-cutter solutions don’t work, because the situations are so . . . well, diverse.

What NOW? by Kathleen Edmond

9/30/2001

Soon we will all need to get ourselves and our companies back to business. How can we do this in a way that is respectful and helpful, but at the same time doesn’t create issues that do not exist?

The Diversity Issue, Part II by Jan Masaoka

1/13/1998

In the last issue of the Board Café, we discussed the variety of situations leading to discussions of diversity on nonprofits boards of directors. We propose the following principles as a starting point for boards:

Ten Quick Ways To Improve Board Meetings by Jan Masaoka

8/31/2004

When we think about the boards we’re on, we usually think about the board meetings—which says a lot about the importance of having good meetings.

Loans from Board Members by Board Cafe

1/24/2003

In many nonprofits, a time comes when the question arises: should the organization accept personal loans from board members? This article does NOT try to answer that question. It DOES try to outline—very briefly—some of the choices in HOW such loans can be made. Use this article as a starting point for a discussion on the board or a discussion with your personal financial advisor.

What You Need To Do About Insurance by Melanie Herman

11/30/2001

Not every nonprofit needs every type of insurance. But every nonprofit board should consider its insurance needs and the resources needed to protect the good health and mission of the organization. We offer 8 tips on insurance issues to get you started.

Nonprofit And Corporate Boards: Same Or Different? by Betsy Rosenblatt

12/21/2000

Nonprofits and for-profits have more opportunity to learn from each other than either might traditionally think, and both seem to be becoming more like the other.

Removing a Difficult Board Member by Jan Masaoka

10/12/1999

Perhaps the most common reason for wanting to remove a board member is non-attendance or inactivity. But occasionally, a board member needs to be removed because he or she is preventing the board from doing its work.

By-Laws in Brief by Jan Masaoka

11/25/2002

The by-laws are a more detailed, private and internal set of rules adopted by the board of directors (and/or the members, in the case of a membership corporation) that specify the overall structure and operations of the organization.

The Strategic Board Agenda by Thomas A. McLaughlin

12/23/2002

Board meetings can be mind-numbingly boring. Worse, they can be frustrating. Not frustrating in a table-thumping, vein-popping fashion, but frustrating in that participants often feel a muted sense of wasted opportunity without being able to identify the cause.

Removing A Board Member by Jan Masaoka

12/8/1998

Occasionally, a board member needs to be removed from the board. In some cases, a conflict of interest or unethical behavior may be grounds to remove an individual from the board. In other cases, the behavior of a board member may become so obstructive that the board is prevented from functioning effectively.

The Right Way to do the Right Thing by Betsy Rosenblatt

12/14/1999

One way to establish a shared framework for accountability is to develop and implement an organizational code of ethics. When developing a code of ethics that represents shared values and that will be accepted by board members, staff and volunteers, it’s important to involve a wide spectrum of people.

Should boards have committees, and if so, which ones? by Board Cafe

1/12/1999

Much of the decision-making work of many nonprofit boards is managed through committees. Committees can also serve as an important mechanism for actively involving all board members in the agency's work, and for board leadership to emerge.

Alligators in the sewer: myths and urban legends about nonprofits by Board Cafe

2/21/2002

It is worth noting that some common assumptions about nonprofits are actually more like urban legends. Like the legendary alligators in New York sewers, these stories have been passed along through so many people they’ve gained a measure of credibility just by their longevity.

What to Do When You Really, Really Disagree with a Board Decision by Board Cafe

2/18/2003

Have you ever been in a situation where the board has made a decision that you think is very, very wrong, and will have severe negative consequences for the organization? Or where you think an important decision has been railroaded through?

Board Committee Job Descriptions by Jan Masaoka

2/8/1999

It goes without saying that there is no one-size-fits-all committee list for boards, or what the responsibilities or activities should be for each committee. In the last issue of the Board Cafe, we discussed when boards should have committees (if at all!), and how some boards make effective use of committees. In this issue we offer committee job descriptions for 15 committees, but your own organization will construct the committees that are appropriate for your own situation.

Hiring A New Executive Director? by Jan Masaoka

3/20/2000

How long do nonprofit CEOs (executive directors) stay? The David & Lucile Packard Foundation here in California recently surveyed its grantees and discovered that 40% of the sample had experienced a change in executive directors within the last 3 years. Other studies have found median tenures of 4.25 and 3 years.

The Board Should Raise Money: True or False? by Jan Masaoka

3/18/2002

The all-too-common scenario: the executive director is frustrated because she thinks it’s the duty of the board to raise money—but they aren’t. A few board members agree and they say (or bring in a consultant to say) something like: “Every member must give, get, or get out.” As board members we typically have three reactions simultaneously.

Governance Committees: Positive Trend on Nonprofit Boards by Betsy Rosenblatt

3/17/2003

The current trend is for boards to reduce the number of standing committees. But at least one new committee is being created more frequently: a Governance Committee or Board Affairs Committee. The Governance Committee replaces the nominating committee or board development committees, but does more than either. The governance committee serves as the "conscience of the board."

Should The CEO Have A Vote On The Board? by Betsy Rosenblatt

4/13/2000

The tension that comes from the balance of power between the chief executive and the board is often necessary to keep a nonprofit on the right track. Properly defining the roles and responsibilities of each—and promoting accountability between the two—may be challenging, but it’s necessary for a healthy nonprofit.

Proposed Diversity Principles by Jan Masaoka

4/15/2002

Discussions about diversity arise in a variety of situations. Many boards are reluctant to bring up sensitive topics, and race, sexual orientation, and other matters are often difficult to discuss constructively.

Budget Crunch by Vince Hyman

4/15/2003

Nonprofits across the country are facing tough times. States are canceling contracts with nonprofits and even “unallocating” funds, and funders are reducing grants, just as the need for services grows.

Evaluating Your Nonprofit by Board Cafe

4/13/1999

Nonprofit board members often have a hard time judging how well the agency is functioning. First, board members usually have only a limited time each month to spend on their volunteer board commitments. Second, board members are often unfamiliar with the intricacies of their agencies services, and/or elements of nonprofit management. Finally, board members often receive most of their information from the agency's executive director.

Are We Doing A Good Job? by Jan Masaoka

5/18/2000

At a regular physical check-up, the doctor may ask the patient, “How are you feeling?” The answer is important. Although some patients may feel well but have a hidden disease, the patient’s own sense of well being is an important indicator.

Dominating Personalities On The Board by Mike Schley

5/20/2002

Nonprofits exist to serve the public good. In this attorney’s 20+ years of advising nonprofits and volunteering on boards, it has been apparent that the public purpose can become subverted when a strong personality—whether on the board or in executive management—ends up dominating meetings and organizational processes.

Making The Most Of Time Together by David LaGreca

5/12/1998

We've all attended board meetings and walked away feeling we had wasted precious time. But just what is it that allows the experiences of Board Member A to be so different from that of Board Member B? For those of us who lead nonprofit boards, it's not only our responsibility, but in our interest to make sure that board members feel good about their "investment" of time in board meetings.

Five Things One Board Member Can Do to Raise $100 to $5,000 by Board Cafe

5/11/1999

Most board members feel that they "ought" to be raising money, or more money. It's frustrating to be one board member who wants the board to do more to raise money, when others on the board are reluctant or even antagonistic about the idea. The board as a whole needs to ensure that there is an overall plan for raising or earning the money the organization needs to do its work.

Thinking About Going Out Of Business by Jan Masaoka

6/8/2002

For many nonprofit boards, this is the unthinkable: closing down or going out of business. There may be a crisis, or serious warning signs, or simply a lack of energy in the organization. In other cases, conditions may have changed and the organization is no longer needed, at least in its current form.

Support Your Local Executive Director by Jan Masaoka

6/26/2002

Most nonprofit executive directors (CEOs) need several kinds of support from their boards: praise, constructive criticism, feedback/observations, backing them up to the staff and the community, encouragement, and leadership.

Board Responsibilities For Volunteers by Susan Ellis

6/8/1999

Does your organization involve volunteers in service delivery (we already know it involves at least some volunteers--on the board!)? If so, when did you last focus board attention on this subject? Don't allow volunteer involvement to be the invisible personnel issue. If something is neglected, it MAY thrive by accident. But proactive support of volunteer involvement dramatically increases its potential achievement level. So what can a board of directors do?

The Right Way To Go Out Of Business by Jan Masaoka

7/17/2000

When nonprofit boards have to shut down (“dissolve”) the organization, they often find themselves swimming in a sea of unpaid bills, demanding creditors, frustrated and anxious staff, and desperate clients. Going broke -- like other things in life -- can be done poorly or well.

How Much to Pay Our Executive Director? by Board Cafe

7/23/2002

This is one of the tough questions with which boards struggle. Americans are very private about their own salaries, and income patterns in the United States vary widely and are fraught with inconsistencies.

Questions To Ask Yourself by Board Cafe

7/13/1999

Okay, you're having a great time serving on a board, but your term limit is coming up, or you're moving to a new community, or you just need a change. If asked why you joined your current board, chances are you'd reply, "because someone asked me." As you consider joining another board, here are some questions to ask yourself.

What Is Micromanagement, And What Isn’t? by CompassPoint Research

2/25/2004

While Board Café is primarily written for volunteer board members this is one of Board Café's three issues per year addressing the issues that staff leaders face.

Five Ways to Get in Trouble by Hugh Jones, Deputy Attorney General, State of Hawaii

1/23/2004

The State Attorney Gerneral of Hawaii shares nonprofit practices that could cause government investigation into your organization.

A Board Member Contract by Compasspoint

10/20/2003

A board contract outlining individual responsibilities, and an avenue for agreeing on how they will be fulfilled.

Firing the Executive Director by Jan Masaoka

11/26/2003

When dissatisfied with the executive director, boards tend to fall into extremes: either the dissatisfaction simmers for years or the board acts too hastily (sometimes after years of quiet resentment). How the executive director is terminated should be considered carefully for its impact on the staff, members, and others. And sometimes just knowing more about HOW boards fire their directors can help you relax into just working more proactively with your director.

Sarbanes Oxley and Nonprofits by Thomas Silk

4/30/2004

Does Sarbanes-Oxley (SOX for short) apply to nonprofits? SOX was passed in 2002 by Congress to apply to publicly traded companies, in response to corporate scandals. Since nonprofits are not publicly traded, SOX has not been applied to nonprofits. In fact, many of the efforts to reform for-profit corporate boards include provisions that are already nearly universal in the nonprofit sector.

WHY BOARDS DON'T GOVERN, PART 1 by Jan Masaoka and Mike Allison

10/28/2004

In the aftermath of every "nonprofit mismanagement" news story is the question: Why didn't the board do something? Yet the boards of the nonprofits recently headlined with scandals did not do any less than most nonprofit boards. The reality is that most nonprofit boards are ineffective in their governing function. Only when gross mismanagement occurs does a failure at governance come to the fore.

WHY BOARDS DON'T GOVERN, PART 2 by Jan Masaoka and Mike Allison

11/19/2004

In the last issue of the Board Cafe, we looked at the material reasons-such as lack of time, unfamiliarity with the field, lack of independent information, and aversion to conflict-that act against effective board governance. In this second part of Why Boards Don't Govern, we go beyond the idea that "boards need to be trained" and instead propose some practical ways to strengthen governance.

Self Assessment for the Board by Board Cafe

3/2/2005

When a board asks itself, "How do we feel about our board and our organization?" the answer is a useful indicator, if not an error-proof test. An annual poll of board members lets the board get a sense of how its members feel. There are many such surveys, but here's a short one you can try.

Policy Adoption Process by Board Cafe

4/29/2005

Has your board been asked to take a stand on a public policy matter? It's a good idea to have a policy or procedure in place BEFORE a controversy develops.

Dashboard for Nonprofits by Board Cafe

5/18/2005

A nonprofit dashboard gives important information to decision makers such as executives and boards, in a quick-read way.

How Much to Pay the Executive Director? by Board Cafe

6/26/2005

Both the Internet and new regulations in some states are making nonprofit boards more aware than ever about executive compensation.

Alligators in the sewer: myths and urban legends about nonprofits by Board Cafe

8/1/2005

It is worth noting that some common assumptions about nonprofits are actually more like urban legends. Like the legendary alligators in New York City sewers, these stories have been passed along through so many people they've gained a measure of credibility just by their longevity. In fact, nonprofits can do more, and accomplish more, than is often realized!

Succession Planning For Nonprofit of All Sizes by Jan Masaoka & Tim Wolfred

9/19/2005

More nonprofits are realizing that executive director transition is a crucial moment in an organization's life: a moment of great vulnerability as well as great opportunity for transformative change. Succession should be a topic broached even when no one is anticipating a change in leaders. And of course, illness and other events can lead to sudden and unanticipated departures.