By Tracy Vanderneck
The ways in which nonprofit organizations operate meetings of boards of directors vary greatly depending on the size, age, mission type and location of the organization, and are especially dependent on whether the agency has paid staff or is run completely by volunteers. The leadership style of the board chair and the executive director also play an important role. How board meetings are organized and run are a reflection of the health and efficiency of the organization itself.
Larger national or international organizations are more likely to have formal board meetings that resemble a meeting of the U.S. House of Representatives or U.S. Senate in the amount of pomp and circumstance displayed. “Robert’s Rules of Order” definitely rules the roost at these organizations, and if you aren’t recognized by the chair, you shall not speak.
On the opposite end of the spectrum, we have small, local, volunteer-led organizations that host informal board meetings that are less structured and have likely never heard of “Robert’s Rules of Order.” They can often be a bit chaotic.
The majority of nonprofits operate someplace in the middle. Like me, they may have a handy-dandy “Robert’s Rules of Order” In Brief that they can use for a reference, but favor an approach that is more like a discussion and less like a meeting of the House of Commons.
Besides the amount of formality displayed, the second biggest difference I’ve encountered at board meetings of varying sizes and missions is whether or not the nonprofit’s employees are involved in the proceedings. For the purposes of the rest of this article, I’ll be discussing only organizations that have paid staff.
Dyson, The Secret Keeper, The Kids’ Table and Mutual Respect
Let’s look at a few models of staff involvement in or exclusion from meetings of nonprofit boards of directors.
1. The board meets without any staff, or with only the executive director in a supporting role — no staff members are involved.
I call this the Dyson or Hoover approach to board meetings. Boards of directors have a Duty of Care, Duty of Loyalty and a Duty of Obedience. This means they will make good faith decisions that “any prudent individual” would make in the same situation and that they ensure the organization is appropriately funded and obeys applicable laws and regulations.
If they meet, discuss and make decisions without any of the people present who do the daily work and interact with the clients and know the needs, how is that board to make the best-informed decisions? They are essentially making decisions in a vacuum. Their intentions and motivations are most assuredly good, but the execution is flawed because it does not involve important sources of information. It also creates an us-and-them scenario where the board makes decrees and the staff are expected to follow, without having had any input in the process that led up to the decisions. It is basically a decision without representation.
2. The executive director runs board meetings — no other staff are present.
As a consultant who helps boards evaluate their efficiency and effectiveness and assists them in following best practices, this is a scenario that is concerning to me. It is standard practice for at least the chief financial officer or staff finance department head to attend meetings so that they can present and/or answer questions about revenues, expenses and historical and projected budget numbers. If the executive director is the sole representative of paid staff, there are no checks and balances in place to ensure that full and accurate information is being presented to the board of directors.
Of course we want to assume the best intent and ethical actions, but if only one person is filtering all of the organization’s financial, programming and operational information, there is a greater opportunity for that information to be skewed toward that one person’s position. In essence, the executive director could share only the information they want the board to know, essentially making them The Secret Keeper.
3. The board, executive director and executive or management staff all attend the board meeting, but the staff may not speak unless spoken to and may even sit in a secondary location to board members.
I once worked for an organization that started out having the board members sitting at a large square table. The paid director-level staff members sat in individual chairs around the edges of the room. The staff were there in case someone had a question, but were not permitted to raise their hands, ask a question or interject anything. It created the vibe of having The Grown-Ups’ Table and The Kids’ Table.
There was the potential for this setting to encourage the board members to feel superior to the paid staff. The board made the decisions; the staff existed to carry out the board’s directives. This environment can lead to deterioration in employee morale. Thankfully, at the organization I mentioned, we quickly changed that model and soon became a well-operating team.
4. The board, executive director and leadership or management staff all attend and participate in the board meeting.
The board is still responsible for organizational strategy and financial decisions, but by involving the people that do the work every day, the board ensures they are as informed as possible before making decisions. The board realizes that the organization hires specific staff members for their expertise — a program person may have years of experience in social work, a development person may have a track record of successful and ethical fundraising. Board members often work in different industries or are retired; nonprofit operations and fundraising are generally not their area of expertise.
By including the employees who do the work as their profession as advisors at board meetings, the trustees have effectively surrounded themselves with subject-matter experts that can help them make well-informed decisions. Let’s call this the Mutual Respect Model of board meetings. This method of board operations creates a feeling of partnership and decreases the likelihood of what amounts to classism in the boardroom.
No matter which method your organization employs, the staff (including the executive director) are not voting members of the board. The executive director is a non-voting member, and the staff are there as advisors, not members. Additionally, in most scenarios, it is not all of the organization’s staff who attend, but one main knowledgeable representative from each functional area. There will be some meetings that the staff do not attend, because there are certain discussions that must be confidential.
It is also important to note that the executive director is the only employee of the board of directors. The executive director works for the board, the rest of the staff work for the executive director. It is, therefore, very important to continually set expectations about channels of communication. Some of the staff may work directly with board members on committees, such as the fundraising committee. They partner in this work to achieve success in fundraising for the organization to be able to deliver on its mission. But it takes continual effort to keep the board operating at the strategic level and to leave the day-to-day operations to the executive director and their staff. It takes work to keep the boundaries from blurring, but it can be done with continual attention and intentional communication and action.
The nonprofit world is changing. As new organizations form, some are creating horizontal organizational structures. A few long-established organizations are attempting to flatten their hierarchies in effort to spread out responsibility and increase personal authority to make decisions, which in turn can improve employee morale.
Nonprofit organizations work best when they are continually evaluating themselves and making changes where appropriate and necessary. Board meeting structure and operations should be a part of that self-reflection. When determining what type of board meetings will yield the best results for all organizational stakeholders, we must leave our egos at the door, seek and value feedback from both staff and other trustees, and treat each other as partners, not as rulers and hired help.
Boards of directors can make or break the success of a nonprofit organization. The trustees are giving their time, financial support and expertise — they are dedicated. Staff, too, are dedicated, they are professional, and they are closer to the inner workings of the organization. Together, the two can create a well-oiled machine of professionalism, respect, strategy and passion for the mission.
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