THE ABC’S OF BOARD DEVELOPMENT 2

CATALYZING CHANGE 4

THE AUDIT COMMITTEE’S MUST-DO LIST FOR 2010 6

“GAL” TURNS FIVE 8

AT THE BOARD CHAIR’S BIDDING 14

Insight and Ideas for Nonprofit Governance

Departments

EXECUTIVE’S CORNER 7 �� ASK OUR CONSULTANTS 12CHECKLIST FOR SUCCESS 13 �� A BOARD MEMBER SPEAKS OUT 13

B OA RD MEMBER®

VOLUME 19 | NUMBER 2 MARCH/APRIL 2010

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�� F R O M T H E P R E S I D E N T ��

While Washington, D.C., wasburied in white due to whatThe Washington Post coined“Snowmageddon,” BoardSourcewas going green.

Welcome to the first digitalissue of Board Member! We’reexcited about presenting thepublication in this format forseveral reasons. In my view,chief among them is the abilityto present you, our members,

with easy access to additional information about thegovernance topics that interest you most. Take, forexample, this issue’s article about the YMCA of GreaterNew York’s board development program (page 2). If thisarticle piques your interest in learning more about boarddevelopment, just follow the links embedded in the list ofresources that follow it. You’ll immediately be directed toother articles, books, and topic papers that address thetopic.

As you may have already discovered, you also cancustomize the size of the publication’s print, bookmark apage, insert a note, watch a video, and even print theissue, if you’d like — all while helping BoardSourcebecome more environmentally friendly. While a digitalformat may be new to you, I encourage you to “play” withit. I think you’ll enjoy it.

If anything, this issue’s format — and content —encourages board members to be open to looking beyondthe traditional ways of doing things — be it reading apublication or governing our organizations — to helpsolve society’s pressing problems.

Color Us Green(and White!)

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In 2006, the YMCA of Greater New York embarked on athree-year “Growing Great Boards” campaign to recruitmore than 200 civic leaders to our association and 23branch boards. On the heels of this campaign, we arenow working to effectively engage these new boardmembers to help achieve our shared goals for New YorkCity’s kids, families, and communities.

To support this effort, we created six objectives relatedto board development:

1. Welcome 10 top civic leaders to the associationboard by the end of 2010

2. Develop board leadership succession plans through2015

3. Increase attendance at the Board Summit (anannual gathering of all association and branchboard members and staff who work with them tocelebrate successes and plan for the future) toaverage 300

4. Develop, practice, and start measuring BranchBoard Standards of Excellence, beginning in 2009

5. Diversify all boards to reflect New York City’sdemographics

6. Roll out “Engaging Great Boards” program in 2009

While the Y of Greater New York is actively pursuing allof the listed objectives, of particular note is our“Engaging Great Boards” program with its variedapproach to board engagement. The process, which Iencourage other organizations to try, can be summed upas an ABC approach to board development: Assess –Build – Celebrate!

AssessAlthough we have made excellent progress in boardrecruitment in recent years, we recognized that each ofour boards was at a different level of engagement. We,therefore, worked closely with each board’s leadershipto identify needs, challenges, and existing strengths(assessing board strengths is sometimes overlooked but

LINDA C. CROMPTONPres ident & CEO, BoardSource

JOIN THE BOARDSOURCE LINKEDIN GROUP www.linkedin.com/groups?gid=131626or follow BoardSource’s Twitter feed www.twitter.com/BoardSource

The ABC’s of BoardDevelopment

JOEL EMRICHDirector of BoardAffairsYMCA of Greater New YorkNew York, NY

particularly helpful inestablishing a positivefoundation from whichboards might addressrelated challenges). Thiswas done over six monthsthrough onlineassessments; one-to-oneconsultations with seniorstaff working directly withour boards to develop agap analysis of how aboard operated at presentas compared to how itmight operate optimallyin the future; and in smallgroup meetings or retreatsinvolving a combinationof staff and boardmembers focused onboard development (half-day retreats wereparticularly helpful inproviding a sharedunderstanding of whatboard development is andhow it wouldcomplement the work ofthe board going forward).

BuildOnce opportunities for boarddevelopment were determined in theassessment phase, we were able tobuild an “Engaging Great Boards”three-year plan of action. Stepsinclude but are not limited to • assembling a toolkit containing

all existing organizationalgovernance and board developmentresources and making it available to all staff and board members inelectronic and hardcopy format

• reconstituting our branch boards’board development committees toembrace a broader developmentalpurpose that goes above andbeyond the current nominatingcommittee function

• developing and evaluating theprofiles of current board membersagainst the association’s strategicplan priorities

• incorporating board developmentactivities, including internal andexternal training and education ofboth staff and volunteers in boardwork, on an ongoing basis

• creating 18-to-24-month boarddevelopment plans for each boardthat outlines goals and strategies toachieve them

Celebrate!While the assess and build phases ofthe ABC approach to the “EngagingGreat Boards” program are essential, it is vital for any organization to come together to recognize its workand celebrate its collectiveaccomplishments. This past January,we held our sixth Board Summit andwere joined by more than 300 of our“closest friends” — our boardmembers and staff. The annual eventis hosted by the association’s boardchair and the Y’s chief executive andaims to build consensus on a topicstaff and volunteers share as a priority.This year’s theme, appropriatelyenough, was “Engaging Great Boards,”and we were honored to have WilliamRyan from the Hauser Center forNonprofit Organizations at HarvardUniversity deliver our keynote addresson “Governance as Leadership” (seepage 8).

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The evening was not only essential torelationship building but also anopportunity for the YMCA of GreaterNew York to reflect on what had beenachieved over the past year, toconsider what progressive boarddevelopment is and what it might dofor the organization, and to plan whatgood work remains to be done onbehalf of the kids, families, andcommunities who need us most.

RESOURCES:

“Developing Rules of Engagement for Boards”by Thomas C. Meredith. Trusteeship,July/August 2009.

Board Self-Assessment. BoardSource, 2009.www.boardsource.org

MORE ON THE WEBabout board development:

http://www.searchboardsource.org/search3/sphider/search.php?search=1&query=board+development

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Catalyzing Change

If the nonprofit sector is going to solvethe country’s many problems, itsleaders must catalyze profound change— as some are already doing.

Can nonprofit organizations meet themany challenges that face ourcountry? I believe we can, but toachieve the full impact that we believein and work so hard for, we need anew and bolder approach. We need• a new openness to different ways of

collaborating• the ability to see new possibilities• the ability to catalyze change

What, however, does it mean to act asa catalyst? Let me offer two stories.

Montana Meth ProjectTom Siebel, a wealthy donor, decidedto catalyze change in Montana aroundthe issue of methamphetamine use —something that had become anepidemic in that state. Afterresearching the problem and bringingtogether experts, Siebel chose toapproach meth use as a consumerproducts marketing problem. Hefounded the Meth Project, hired amajor advertising agency andHollywood talent — the director ofthe movie, Babel, for one — andcreated a gut-wrenching advertisingcampaign to scare teenagers awayfrom trying meth. He tested it withfocus groups and then saturated theairwaves — 60 commercials a day fortwo years. The Meth Project was thelargest advertiser in the state ofMontana. And in two years, teen methuse dropped by 63 percent.

StriveThe second example — and the one Iwant to focus on — is Strive, aninnovative cross-sector collaborativethat helps Cincinnati’s urban youthsucceed academically from preschoolthrough college and career placement.More than 300 organizationsparticipate in Strive, including schooldistricts, universities, private andcorporate funders, civic leaders, andevery significant nonprofit involved ineducation in that city. Theorganizations are grouped into 15action networks based on the kind ofwork they do. For example, all of theafterschool programs form a network,as do all of the preschool programs,college readiness programs, etc.

Although Strive has only been inoperation since 2007, its 2009 Reportto the Community provides evidence ofimprovements in a majority of keyoutcome areas through the cradle-to-career continuum. And these earlysigns of success have begun to attractnational attention: Living Cities, acollaborative of 21 of the world’slargest foundations and financialinstitutions, has committed nearly $1million to launch efforts similar toStrive in four cities across the U.S.

The original idea for the initiativecame from Nancy Zimpher, the formerpresident of the University ofCincinnati. Recognizing that isolatedinterventions and other stop-gapapproaches lacked the power totransform public education inCincinnati and envisioning thepossibility of a powerful partnership

that could, Zimpher reached out tothe Cincinnati Public Schools, twoother public universities, and theCincinnati-based KnowledgeWorksFoundation. Together, thesestakeholders agreed on a commonagenda to improve educationaloutcomes in their city and formed thefoundation for what was to becomethe Strive initiative.

Through a vigorous research process,Zimpher and her colleagues developedthe Student Roadmap to Success, aholistic, evidence-based frameworkthat structures the ongoing efforts ofthe Strive partnership. The Roadmapidentifies five critical transition yearswhere interventions are most neededas well as critical benchmarks both inand out of school. Five goals align tothe Roadmap. Strive’s founders thenidentified the interventions or“priority strategies” that werenecessary to achieve the goals. Eachnetwork of 10 to 30 organizationsworks on a specific priority strategy.

Since Strive was officially launched inlate 2006, the heads of theparticipating organizations have metapproximately every two weeks fortwo hours to define their network’sproblem, identify solutions, and sharebest practices and metrics. It is anextraordinary commitment of time,energy, and resources. A key elementof the networks’ success has been acollective learning process based onthe Six Sigma continuousimprovement process. Working withGeneral Electric Corporation, Striveadapted the Six Sigma process to

MARK R. KRAMERManaging DirectorFSG Social ImpactAdvisorsBoston, MA

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traditional and separate ways ofoperating to discover how to catalyzewidespread change. And they renewhope that our fragmented nonprofitsector has the ability to meet themany urgent challenges our societyfaces.

What is needed is a new and bolderapproach — and it can start with ourboards. The sector needs boardmembers to bring into the boardroomevery skill and connection andresource they possess. Board memberscan leverage their personal andprofessional relationships to influencegovernment, draw public attention toan issue by shining the spotlight on it,coordinate the activities of differentorganizations, and enlist the supportof funders. Board members cantranscend the organizationalboundaries that separate us. They canbe the links between organizations,the connectors and influencers whocan mobilize change and forgepartnerships.

improve the participants’ capacity todefine, measure, learn from, andcontinuously improve their efforts.

Many of the changes that are comingout of the process are very simple —the participants are aligning theafterschool curriculums and findingways to get access to achievement datato better tutor students, for example— but each of the small changes isgradually improving the effectivenessof the system as a whole. Strivemonitors progress toward its five goalsusing 10 community-level progressindicators and documents the currentstatus of each indicator in its annualreport to the community.

Strive’s primary decision-making bodyis an executive committee, whichcomprises 23 chief executives who arewell-respected in the region andhighly involved with the collaborative.This is the body that was responsiblefor developing the Roadmap,identifying the key transition pointsand priority strategies, selecting thecommunity-level indicators, adaptingthe Six Sigma process, and conceivingof and publishing the annual reportcard.

On the ground, each network isassigned a Strive staff member tocoach it. A facilitator, who is amember of the network, leads the bi-weekly meetings and keeps thenetwork focused on its goals.

While Strive is still in the early stages,several profound changes are alreadyappearing among participatingorganizations: • Commitment to a collaborative,

cross-sector approach to problemsolving

• Commitment to evidence-baseddecision making

• Commitment to transparency ofdata

• Commitment to ongoing collectivelearning and improvement

A new way forwardStrive and the Montana Meth Projectprovide evidence that a new wayforward is possible. Theseorganizations are looking beyond

While this is a very new vision androle for the board — one that imposesa responsibility to solve the problem,not just to govern our own individualorganizations, and to foster lastingand systemic change — this is what itmeans to act as a catalyst.

RESOURCES:

“Breakthroughs in Shared Measurement andSocial Impact” by Mark Kramer, MarcieParkhurst, and Lalitha Vaidyanathan. FSGSocial Impact Advisors, July 2009.

The Nonprofit Board’s Role in Mission, Planning,and Evaluation, Second Edition by Kay SprinkelGrace, Amy McClellan, and John Yankey.BoardSource, 2009.www.boardsource.org/Bookstore.asp?category_id=0&Item=118

MORE ON THE WEB:

www.transformativegovernance.org

An executive session with theauditor should be a matter ofcommon practice for the auditcommittee. Staff should be asked toleave the meeting so that theauditor can speak directly and freelyto the committee on mattersconcerning management and theorganization, such as

• any disagreements that may haveoccurred with management

• any major issues that may havebeen discussed

• whether the auditor is aware ofmanagement seeking consultationfrom other external accountants

• the capabilities of management andthe finance department as itpertains to their contribution to thesuccess of the audit

2. Oversee the financial reportingprocessWhile the auditor certainly helpsthe audit committee fulfill one of itsprimary functions, this relationship,no matter how strong and reliable,cannot eliminate the need for theaudit committee (in partnershipwith the finance committee) tooversee the financial reportingprocess throughout the year.Monthly and quarterly financialstatements are the primary way inwhich to monitor the operations ofthe organization. The committeeshould be cognizant of the methodsof reporting, enforce the systems toensure accuracy, and demandtimeliness of the data beingreceived. With the economicdownturn, financial reports mightinclude not only historical data andbudget-to-actual results butprojected cash flows as well. Thesestatements should be discussed withmanagement and managementshould be prepared to give a

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The Audit Committee’sMust-Do List for 2010

THOMAS J. RAFFAPresident & CEORAFFA, P.C.Washington, DC

Since the Sarbanes-Oxley Act (SOX)was enacted in 2002, the number ofaudit committees and their role ingovernance has greatly expanded.While the act focuses on publiclytraded companies, the nonprofitsector has responded by reevaluatingits governance structure and processesas well.

Traditionally, the role of the auditcommittee has been to monitor,oversee, and advise the organization’smanagers and external auditor as theyprepare financial statements andconduct audits, subject to the ultimateauthority of the board. However, withthe public focus on transparency andaccountability, as evidenced by theexpanded disclosures on the newForm 990 and the bad press thataccompanies a scandal, the challengefor audit committees is to be moreproactive in fulfilling their traditionalrole, complying with current and newlegislation, and upholding theirorganization’s good standing underpublic pressure. This expanded rolecan be defined by some “must-do’s.”

1. Oversee the external auditprocessThe audit committee is directlyresponsible for the appointment,compensation, oversight, andretention of the independentauditor. Under SOX, therelationship between managementand the outside auditor was meantto be replaced largely by onebetween the audit committee andthe outside auditor. Yet many

nonprofit organizations have yet toform a separate audit committee,and, whether distinct or not, manyof the committees or groupscharged with the responsibilities forthe audit still depend heavily onmanagement in the disposition ofthese responsibilities.

Audit committees should beintimately involved with theselection of the auditor. Thecommittee should participate in aplanning meeting with the auditorto better understand the auditprocess and to provide insight tothe auditor as to inherent risks thatmay exist in the operations of theorganization.

Upon the culmination of the audit,the auditor should report to thecommittee concerning

• all critical accounting policies andpractices

• the strength (or weaknesses) foundwithin the internal control structure

• alternative treatments of financialinformation within generallyaccepted accounting principlesemployed by management and theramifications of their use overmethods preferred by the professionand by the auditor

• other matters of formalcommunications including• the representation letter signed

by management • the letter to management and the

full board covering suggestionsfor improvements to the systemsof internal controls and in thefinancial accounting andreporting processes

• a schedule of adjustmentsproposed by the auditor anddetails of any unadjusteddifferences

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thorough analysis of the historicalresults and trends as well as itsexpectation for the nea-term futureof the organization.

3. Pay attention to risk assessmentand risk managementAssessing controls and processes todetermine where a fraud can occuror an error can go undetected is tounderstand risks that can threatenthe very life of the organization. Itis important to understand thatfraud is not just the theft of assetsbut misreporting as well. Either onecan do irreparable harm to theorganization. Trusting managementand those in your financedepartment is just not enough.Internal controls that segregateduties or provide supervisorychecks keep honest people honest.

The audit committee should beaware of management’s actions andattitudes towards improvinginternal controls and financialaccounting and reporting processes.If the auditor is making the samerecommendations in themanagement letter each year, ifinterim financial reports or theaudited annual statement areuntimely, if the finance departmentis understaffed or its infrastructureis unable to support its financialreporting needs, if there issignificant and frequent turnover —these are indicators of inherent risk.They also can tell an auditcommittee about the true “tone atthe top” — the attitude from thehighest levels of the organizationregarding ethical and compliancebehaviors of all the employees. Foran audit committee to be trulyeffective, it must influence thistone. It must ensure thatmanagement clearly communicatesto employees that financialmisreporting is absolutelyunacceptable. The committeeshould ask tough questions withthe proper amount of skepticismand insist on receiving bad news aswell as good promptly and fully. Itthen needs to react quickly to suchissues not only to resolve them butto install preventative measure.

Whistleblowing has become a newbuzz word for the reporting of “badnews.” The audit committee shouldestablish specific procedures forhandling complaints received bythe organization regarding finance,accounting, internal accountingcontrols, and audit matters. Thewhistleblower policy should allowfor the confidential submission byemployees of their concerns ofquestionable accounting, reporting,or auditing matters. And the auditcommittee should ensure that eachemployee receives a copy of thepolicy and is assured ofconfidentiality and protection.

Some good questions for the auditcommittee to ask this year include

• Is there detailed planning forinternal control documentation andevaluation?

• Did this work identify anyweaknesses in internal controls?

• Do we have sufficient resources tomaintain the key controls?

• Is our staff adequately trained insuch matters?

Audit committees need to be vigorousin the fulfillment of theirresponsibilities in order to effectuateproactive oversight. Strong oversightwill help to protect the organizationand ensure its sustainability and thesuccess of its important missionwithin the nonprofit sector.

RESOURCES:

“Challenges Affecting Audit Committees ofNot-for-Profit Organizations” by Frank L.Kurre. Grant Thornton, Forward Thinking, Issue13.

Financial Committees by Thomas A.McLaughlin. BoardSource, 2004.

MORE ON THE WEBabout audit committees:

http://www.searchboardsource.org/search3/sphider/search.php?search=1&query=audit+committee&x=5&y=7

I’m good at my job, but what good ismy job doing? A decade ago, Ifound myself pondering thatquestion. For years, I had beenfollowing the same routine in thebusiness sector, making a livingand putting my college educationto use. Something was missing,however.

Then I received an e-mail invitingme to volunteer for an organizationcalled Real Options for City Kids,or ROCK for short. I showed up ona Saturday for a sports clinic for at-risk kids and was hooked. Theyears flew by as I regularlyvolunteered and, eventually, joinedthe board. I became so passionate,in fact, that I left the corporateworld to serve as ROCK’s executivedirector when the opportunitypresented itself.

It’s now been more than six yearssince I made my career change, andI’ve never looked back. Beginningmy work as a volunteer providedme with a clear picture of the valueof ROCK without the detailedinterworking of the organizationclouding my mind. While I am nolonger a consistent volunteer in ourprograms, I make it a point to stayconnected with our constituency— and I encourage our boardmembers to do the same. Ourquality programs are the heart andsoul of ROCK, the product we arerepresenting. I, for one, find thatthe more engaged and passionate Iam with our product, the moreeffective I am in selling the conceptto volunteers, staff, partners, andfunders. And I now can say, “I’mgood at my job, and my job isdoing good.”

A Spouse

CURT YAGIExecutive DirectorReal Options for City KidsSan Francisco, CA

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“GAL”Turns Five

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Governance as Leadership: Reframingthe Work of Nonprofit Boards (or GAL,as many nonprofit leadersaffectionately refer to it) is five yearsold this year! Written by RichardChait, William Ryan, and BarbaraTaylor and developed in collaborationwith BoardSource, GAL hastransformed the way many nonprofitboards govern. While shedding lighton the traditional fiduciary andstrategic work of the board, itintroduced a critical third dimensionof effective governance: generativegovernance (see sidebar on page 10).

To mark the fifth anniversary of thebook’s publication, Board Member®

recently spoke with Chait, who sharedthe authors’ reflections on Governanceas Leadership and its impact onnonprofits.

Over the past five years, GAL hasbeen a bestseller for BoardSource andthe framework for many well-attended workshops. What explainsthe book’s success and popularity?

First of all, we named thefundamental problem of nonprofitboards, which is a problem of purposerather than performance. Second, wefocused on the upside of governance— the idea that effective governance isnot a zero sum game but ratherempowers more people. This tappedinto a latent hunger on the part ofboard members to be more thanspectators and to do more significantwork. The book has been wellreceived because we offered a pathwayto more meaningful and consequentialwork.

RICHARD P. CHAITResearch Professor Graduate School ofEducationHarvard UniversityCambridge, MA

How have nonprofit boards andorganizations used GAL to improvegovernance?

The big shift has been in mindset, notmechanics. GAL has been used mosteffectively to reposition the board’sentry point into discussions. Boardsshould be at the headwaters of thedecision-making stream, not lateentrants after important aspects ofdecisions have been formulated andthe focus has shifted to operationaldetails. An early entry point enablesboards, with management, to find andframe critical problems and questions,to discern better goals andopportunities, and to identify theissues that matter most to theorganization’s future, rather thansimply accept the problem as definedand the solution that suggests.

Early entry enables boards to changethe drive motor of governance so that

the collective views of the board andmanagement guide the work ofcommittees, rather than have thework of committees drive the board.

Do boards have to develop or refinedifferent skills and behaviors in orderto incorporate the key concepts ofgovernance as leadership?

This is one area that has been asurprise for most board members. Theshort answer is “no.” GAL invitesboard members to apply in theboardroom the very same skill set thatthey deploy at work. Most peopleinstinctively work in the generativemode, which entails efforts to makesense of circumstances, to discoverpatterns and discern problems, and tomake meaning of what’s happening.These are not technical skills one hasto acquire; these are genericleadership skills.

What do chief executives need to dodifferently?

They have to engage, rather thanhandle, the board. They have tointroduce challenges to frame andhighlight complex, mission-criticalproblems and opportunities, and doso at a point when they are still tryingto make sense of circumstances andcontext. It takes encouragement fromthe board and confidence on the partof the chief executive to say, “I haven’tmade sense yet of this problem so Iwant to share it with you.” It’s easierto camouflage all that complexity andambiguity and bring to the board onlytechnical solutions to relativelystraightforward problems.

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Many board members feelmarginalized. GAL fosters broaderdistribution of leadershipopportunities. Board members mightbe asked to lead a discussion or panel,assume responsibility for a portion of

a meeting, or offer adifferent point of view.

The transientnature ofboards

presentsanotherobstacle.

Because boardmemberscome and go,

it’s difficult to inculcate habits andbehaviors. However, when boardsexplicitly codify and enforce mutualexpectations, norms, and standards, aculture takes hold. Permanent normsguide transient board members.

Two other challenges deserve mention.First, like everyone else, boardmembers resist change. The counter-measure is to ensure that boardmembers actually calibrate andunderstand the price of the statusquo. When we introduce ideas forchange, people sometimes ask, “Is thisgoing to take more time, more effort,more meetings?” In response, weencourage boards to calculate thecosts of the status quo, such asdisengagement, micromanagement,boredom, toxic chemistry, orinattention to strategic issues. Whenboards compute the price of “businessas usual,” change often becomes moreattractive.

Second, sometimes chiefexecutives, fearful of a loss of powerand authority, resist or only tepidly

support changes thatinvigorate the board. Weencourage boards andmanagement to focus

more on fusion of thinking

Chief executives should highlight,rather than downplay, difficultquestions, dissonant data, alternativehypotheses. GAL involves robustdiscourse that taps the collective mindof the board. It means a change inmodus operandi. Rather than persuadeand prevail, the chief executive fostersdiscussion and deliberation.

What have you found to be the mostcommon obstacles boards andexecutives encounter when trying topractice governance as leadership?

The basic barrier has been low stakes.Board members, collectively, ask, “Dowe really matter? What differencedoes this make? Why should we learna new way to do business?” There’s asimple antidote: better work, becausebetter work promotes betterperformance. We generally see boardsat their best when they are dealingwith truly significant issues, such asleadership transition, financialconstraints, a dramatic shift in publicpolicy, or a competitor’s savvyinitiative. If the board members donot perceive the work asconsequential, there’s littleincentive to do the work inan importantlydifferent way.

THREE MODES OF GOVERNANCE

Richard Chait, William Ryan, and Barbara Taylor posited in their groundbreaking bookthat there are three modes of governance that constitute governance as leadership.Unless boards govern in these three modes, it cannot be said that they are trulygoverning:� Type I, the fiduciary mode, is where boards are concerned primarily with the

stewardship of tangible assets. Type I constitutes the bedrock of governance — thefiduciary work intended to ensure that nonprofit organizations are faithful tomission, accountable for performance, and compliant with relevant laws andregulations.

� Type II, the strategic mode, is where boards develop strategy with management toset the organization’s priorities and course, and to deploy resources accordingly.

� Type III, the generative mode, is where boards, along with executives, frameproblems and make sense of ambiguous situations — which in turn shapes theorganization’s strategies, plans, and decisions. Because most organizations lackframeworks and practices for this work, it’s easy for boards to become bystandersto it — even though it is central to governance.

Excerpted from the June/July 2004 issue of Board Member®.

“If not now, then when?” Boardsshould model, not defy, the veryexpectations they have for theirorganizations. And what board wouldadvise management to never bereflective, introspective, or generative?

RESOURCE:

Governance as Leadership: Reframing the Work ofNonprofit Boards by Richard P. Chait, William P.Ryan, and Barbara E. Taylor. BoardSource andJohn Wiley & Sons, Inc., 2005.

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than division of territory. Who callsthe shots matters less than whereorganizations aim.

What have you learned since thebook’s publication? What would youchange if you were writing a secondedition?

We’ve learned that the moreopportunities board members have toadd value, the more value they derive,and the more value they derive, themore likely they will add even greatervalue. There is reciprocity to goodgovernance. It’s win-win.

We’ve also learned that board culturematters more than board structure. Anenvironment of trust and respect,open inquiry, candor, and livelydiscussion; an environment thatrespects diversity and different pointsof view and minimizes the powerdifferences in social status — thesequalities matter much more than thesize of the board, the number ofcommittees, the frequency ofmeetings, or the presence or absenceof term limits. Unfortunately, it’s easierto focus on the hydraulics ofgovernance rather than criticallyexamine the board’s culture.

Over the long run, changing the wayboards behave, think, and deliberatemay require a coach — someone ableto observe boardroom culture, groupdynamics, deliberative processes, andleadership behavior, and provide real-time feedback. Many chief executiveshave coaches. The same approach maybenefit boards.

Some say that a time of crisis is notthe moment to tackle governance asleadership. Can you speak to thevalue of it during the currentrecession?

If an organization literally confronts acrisis, such as the inability to meetpayroll, the board has to right theship. This is not the time forintrospection. On the other hand,most nonprofits, however stressed bythe recession, are not on the brink ofbankruptcy. So the question becomes,

TECHNIQUES FOR ROBUST DISCUSSIONS

The techniques described here provide a “starter kit” for boards unaccustomed todeliberations that are highly participative and relatively spontaneous. While theymay strike some board members as “parlor games,” many boards, habituated toformal discussions, have used these devices fruitfully to acclimate to a differentapproach.

� Silent StartsPrior to the start of a major discussion, set aside two minutes for each boardmember to anonymously write on an index card the most important questionthe board and management should consider relevant to the issue at hand.Collect and randomly redistribute the cards. Ask a board member to read his orher question aloud, and then invite everyone with a similar question to do thesame. Tally the numbers. Continue until all questions have been read aloud.Identify the question(s) most important to the board and any question that theboard now recognizes as crucial.

� One-Minute MemosAt the conclusion of a major discussion, reserve two to three minutes for boardmembers to write, anonymously or not, what they would have said next hadthere been time to continue the discussion. Collect the cards for review by theboard chair and the chief executive. By reviewing the comments, leadership nolonger wonders what remained on the board members’ minds.

� Future Perfect HistoryIn breakout groups, develop a narrative that explains in the future perfect tensehow the organization moved from its current state to an envisioned state. Forexample, five years from now the organization will have achieved greaterdiversity as a result of taking the following steps.

� CounterpointsRandomly designate two to three board members to make the most powerfulcounterarguments to initial recommendations.

� Role PlaysAsk subsets of the board to assume the perspective of different constituentgroups likely to be affected by the issue at hand. How would these stakeholdersframe the issue and define a successful outcome? What would each groupregard as a worst-case scenario?

� BreakoutsSmall groups expand available “air time,” ease participation by reticent boardmembers, and counter “groupthink.” Small groups, even within 30 minutes, canraise important considerations on topics of significance.

Adapted from Governance as Leadership: Reframing the Work of Nonprofit Boards by Richard P. Chait,William P. Ryan, and Barbara E. Taylor. BoardSource and John Wiley & Sons, Inc., 2005.

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A Spouse

MICHAEL DAIGNEAULTBoardSource SeniorGovernance Consultant

What should board members dobetween meetings? Are there “bestpractices” a board chair or chiefexecutive can encourage the board topursue?

There has recently been intense interest inthe quality and impact of nonprofit boardmeetings. At best, this is because manymeetings are not as effective as they could be.

A great deal of value can be “left at the table.” At worst,some meetings are boring and counterproductive,sapping energy from an organization’s staff andvolunteer leadership as effectively as a black hole.

When challenged to improve their meetings, manyboards focus too narrowly, however. My advice? Don’tjust look at the meetings themselves — pay closeattention to what happens between meetings.

Of course, board members are typically volunteers, andoverwhelming them is not a good strategy — butignoring them (or allowing them to forget you) betweenmeetings is not effective either.

Projects, committees, and other workPeople join boards because they care about theorganization’s mission and want to do something tohelp, so giving them something meaningful to do willhelp keep them engaged between meetings. 1. Involve board members in leading a project,

committee, fundraiser, advocacy, or other effort. Getto know your board members’ interests and skills,and then play to those strengths.

2. Ask board members to attend organizational events ormake public appearances on behalf of theorganization at community events.

3. Invite a board member to accompany you on a visitto a significant donor or partner.

Board developmentBoard members are not always knowledgeable about thenonprofit sector or about the particular area that yourorganization operates in. 1. Share industry newsletters and resources with board

members and tell them where they can learn more.2. Offer to send board members to development and

training conferences or classes, if funding exists.

A

QUse technology!Where time and space conspire to keep us separate,technology fills in to keep us informed and involved. 1. Invite your board members to be fans of your

organization’s Facebook page — this can keep themupdated on everyday aspects of the organization aswell as involve them in an ongoing conversation withstakeholders.

2. Implement an online board portal to include boarddocuments, reading materials, program information,RSS feeds, calendars, discussion threads, and onlineworkspace. This provides another easy way to updateyour board and can be a venue for discussion thatwon’t clog their inboxes or waste paper.

3. If your state laws allow, conduct some business via e-mail. Board members can use this medium toapprove minutes, committee reports, and otheractionable items or resolutions that don’t requireboard discussion.

By engaging board members between meetings, youhelp ensure that your board members are informed andready to engage in authentic discussion, meaningfulstrategic thinking, and mapping new ideas for the futurewhen it comes time to meet. The key to great boardmeetings is what happens between meetings!

RESOURCES:

“Electronic Tools for Trustees Gaining Favor” by Marc Schaeffer andMerrill Schwartz. Trusteeship, January/February 2009.

“Virtual Meeting Attendance: Not Present, But Still Here.”www.boardsource.org/dl.asp?document_id=713

The responses to the “Ask Our Consultants” questions are basedon our consultants’ experience working with nonprofit boardsthroughout the country. If you would like to improve your board’seffectiveness, please consider contacting BoardSource’s consultingteam for assistance via e-mail (consulting@boardsource.org) or call877-892-6293.

� March/April 2010 � BoardSource � boardsource.org � Board Member® � 13

If you don’t have a personalconnection to the work yourorganization does, it’s time to developone. When I first joined the board of anonprofit theater, I wasn’t familiarwith many terms being used in theboardroom — I only knew andenjoyed theater from sitting in anaudience. What, for example, was a“green room”? So I took a dramacourse at nearby Yale University thatturned me on to the art of makingtheater, and, in turn, brought mecloser to the theater I was serving. Ifinally understood what went onbehind the scenes and was soenthused that I eventually served asthat theater’s board chair.

The Eugene O’Neill Theater Centeroffers an annual trustee residency thatconnects people who serve on theaterboards with the theater developmentprocess. Every summer, we immerseboard members of regional theatersfrom across the country for five daysin the production of a play from startto finish. When they are not meetingwith writers, directors, actors, andother creative professionals, they areattending seminars on topics ofinterest to all board members, such asstrategic planning, creating andenhancing revenue streams, andbuilding an institutional brand.

When the participants return to theirown theaters, they’re moreknowledgeable and enthused aboutserving — and selling — theirtheater’s mission. Speaking fromexperience, I can say that boardmembers who have a personalconnection to the work theirorganizations do are going to beamong their organization’s mostengaged, knowledgeable, and evengenerous volunteers.

JEROME MEYERBoard MemberEugene O’Neill TheaterCenterWaterford, CT

In 2009, when the Giving Institute released Giving USA, our annual reporton philanthropy, we reported the first decline in giving since 1987 andonly the second since we began publishing the report in 1956.

The data led to a logical question: When will charitable giving return to“normal” levels, or is this decrease the new normal? A recent reportpublished by Giving USA Foundation found that, historically, it takesbetween three and four years for giving to return to pre-recession levels.

So, what are some concrete steps boards can take for the foreseeable futureto ensure your organization’s fundraising success? The followingsuggestions are gleaned from the pages of Giving USA 2009, as well as fromwhat I have learned by working in the field as a practitioner.

�� Make a personal connection. As reported in Giving USA 2009, thepersonal connection for high-net-worth donors is particularlyimportant. In one study, 58 percent of donors gave to causes or issuesthat affected them personally or affected someone they know.

�� Introduce donors and prospective donors to those you serve. Thiscan build a rapport that can translate into higher giving. Also askprospective donors to donate time to your cause; this step has beenassociated with higher levels of giving.

�� Be crystal clear about what a charitable contribution will support.Be clear, too, about what programs may have to be cut.

�� Equip board members and staff with the resources needed to makethe “ask.” Get all your solicitors together to talk about their fears andconcerns and to practice ways to make the “ask.”

�� If you’ve put a campaign on hold, use this time to get ready to gowhen things turn around. Help board members refine their cultivationand solicitation skills and identify creative ways to inform thecommunity about who you are, what you do, and the people who makeit all work.

�� Finally, say thank you early and often.

RESOURCES:

“Fundraisers See Glimmers of Hope Amid Challenges” by Holly Hall. The Chronicle ofPhilanthropy, February 7, 2010.

Fearless Fundraising for Nonprofit Boards, Second Edition by Dave Sternberg. BoardSource,2008.

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Fundraising in 2010

NANCY L. RAYBINBoard ChairGiving Institute:Leading Consultants toNonprofitsGlenview, IL

Ayesha is in a difficult balancingposition between the board and staff.I suggest she deal with the situation inthe following ways:• Review the organization’s bylaws. Do

they address the relationship of thechief executive with the board andthe roles and responsibilities of theboard, the chief executive, andstaff? This is important informationthat all organizations shouldinclude in their bylaws.

• Meet with the board to discuss thechief executive’s and the board’s rolesand responsibilities. Is the currentsituation really about Pauline’sleadership? Does Ayesha have theauthority or support to actuallymanage YoGo?

• Meet with the vice president fordevelopment to review his job

R. ALAN FISHERPresidentNorthStar NonprofitInstitute, Inc.Cumming, GA

RACHEL PARASExecutive DirectorOasis For GirlsSan Francisco, CA

This situation presents one plus —Pauline is passionate about YoGo andseems to play the ambassador rolewell (this is a great characteristic tohave in a board chair) — quite a fewminuses, and a great leadershipopportunity.

If Ayesha agrees to fire David, she setsherself up as a “yes” person to bemicromanaged by Pauline inparticular. Losing David also wouldadd new staff hiring to Ayesha’s plateat a time when she faces challengingeconomic issues. Furthermore, byfiring David, Ayesha would send thewrong message to her staff members.They would begin to question theirown fate, knowing that the board nowhas a large influence on their jobstability.

14 � Board Member® � boardsource.org � BoardSource � March/April 2010 �

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At the Board Chair’s Bidding Pauline is convinced that an ambitiousfundraising campaign is the key toovercoming the organization’s financialwoes. She is sure that the community’shigh-rollers, corporations, andfoundations will feel just as passionateabout YoGo as she does when theyhear the centers’ success stories.

David Leggatto, vice president ofdevelopment, is less optimistic,however. He believes the organizationshould close several of its low-enrollment centers, sell the properties,and use the profits to go from “red toblack.” Even though he knows Paulineis dead set against closing even asingle center, David has been quietlypulling board members aside at theirmeetings to talk up this idea, and henow has several board members’ ears.

Determined to keep the centers’ newchief executive focused on fundraising(rather than on closing centers),Pauline has decided that David shouldbe replaced by someone who isexcited about a fundraising campaign.To bring this about, Pauline metprivately with Ayesha a few days aftershe joined the organization andrequested that she fire David.Describing him as uncooperative withthe board and as having a negativeinfluence on the organization, sheinsisted that Ayesha and YoGo startfresh with a new vice president ofdevelopment.

Surprised by Pauline’s request, Ayeshasaid she needs a few days to considerhow she would go about addressingit. Her mind is now reeling. She has

Pauline Batley Robinson, board chairof YoGo, a network of youth centersin a major metropolitan city, grew upin a single parent household in a low-income neighborhood of the city. Shewas an active participant in herneighborhood center’s programs andattributes her later success in life inpart to the support she received atthat center. Her passion for YoGo,along with her direct knowledge ofthe community and the centers’programs, makes her a valuable andtrusted board member.

Recently, Pauline took an active role inhiring the new chief executive, AyeshaAylward, for YoGo. The nonprofitnetwork is struggling financially, andPauline knows that it is imperative toturn things around quickly. Ayesha isan experienced fundraiser, and

Ayesha, therefore, needs todiplomatically say “no” to firing Davidby reminding the board and Paulinein particular that she is an excellentfundraiser and that this was one of thereasons why they hired her. Ayeshashould inform Pauline and the boardthat she will conduct her ownassessment of the current situationthat will include a meeting with Davidto gain an understanding of YoGo’scurrent funding and fundraisinglandscape and to address his need toact collaboratively rather thandivisively.

Ayesha also should schedule a meetingwith the board to share her leadershipstyle and to remind the board thatstaffing issues are to be dealt with byher alone. This meeting also wouldprovide Ayesha with the opportunityto communicate her determination toalign the board and staff in terms ofhow to sustain YoGo by settingpriorities and establishing a plan toaddress the financial woes. As thenewly hired chief executive, Ayeshacan bring everyone together andbalance Pauline’s zeal for fundraisingwith David’s less optimistic view.

� March/April 2010 � BoardSource � boardsource.org � Board Member® � 15

Saying “no” to a supervisor can beawkward at any point in one’s career.What, you wonder, might theconsequences or retaliation be for notdoing what your supervisor hasrequested. And, in this case, if Ayeshaagrees to fire David, she will have tomanage personal discomfort broughton by taking actions that she knowsare not justified. In addition, she mayhave to deal with the possibility ofher supervisor continuing to makesimilar requests.

Fortunately, Ayesha is new in thechief executive role, and this situationcan be used as an opportunity toestablish herself as an objective,effective, and results-orientedsupervisor. She can also demonstrate

JACQUITA WRIGHT-HENDERSONBoard ChairNeighborhood House,Inc.Wilmington, DE

her ability to work with hersupervisor — the board — and withher subordinates to obtain the bestoutcomes for the organization as awhole.

Since Ayesha has very little concreteevidence available to her, she shouldchoose not to fire David at this time.She should meet with him, however,to outline her immediate goals relatedto fundraising and her commitmentto increasing enrollment whilekeeping all centers open. She shouldsolicit his support for theorganization’s focus, letting him knowthat it will demonstrate hiswillingness to be a team player.

Ayesha then should meet again withPauline, the board chair, to discussthe outcome of the meeting withDavid and her own commitment tofundraising and keeping all centersopen.

description and his current duties.Why is David more interested inoperations than driving afundraising campaign? Is heperforming his job?

• Look into why some of the servicecenters have low enrollment. Was theorganization too ambitious when itestablished them? If theorganization did its due diligence,why haven’t they all prospered? IfAyesha, the staff, and the boarddon’t answer these questions now,how do they know the remainingcenters will be successful?

• Review the lines of communicationwithin the organization andbetween the staff and the board.David thinks it is acceptable forhim to go around the chiefexecutive and lobby boardmembers. Is this standard operatingprocedure?

Ayesha needs to get all of thesequestions answered and dig to theroot of the organization’s problemsbefore she can make a decisionregarding David’s employment andhelp navigate YoGo through itscurrent financial struggles.

no concrete grounds for dismissingDavid, yet she reports to the board.Can she, or should she, say “no” to itschair so early in her tenure? If sheagrees to firing David, what might theconsequences be? And how, as abrand-new chief executive, is shegoing to navigate her way through thisterribly uncomfortable situation?

RESOURCES:

“Microgovernance: The Changing Roles of theBoard and Management” by James E. Orlikoffand Mary K. Totten.Trustee, July/August 2008.

The Board Chair Handbook, Second Edition byMindy R. Wertheimer. BoardSource, 2007.

MORE ON THE WEBabout the board chair’s role and responsibilities:

http://www.searchboardsource.org/search3/sphider/search.php?search=1&query=board+chair+chief+executive+partnership&x=7&y=8

THE ULTIMATEGOVERNANCE REFERENCE

FROM THE ULTIMATE SOURCE

®

B OA R D O F D I R E C T O R S

David Nygren (chair)Principal, Nygren Consulting

Roxanne Spillett (vice chair)President, Boys and Girls Clubs of America

Audrey R. Alvarado (treasurer)Former Executive Director, National Council ofNonprofit Associations

Anne Cohn Donnelly (secretary)Clinical Professor, Kellogg School of Management,Northwestern University

Linda C. Crompton President and CEO, BoardSource

Carol Goss President & CEO, The Skillman Foundation

John S. Griswold, Jr. Executive Director, Commonfund Institute

Phillip HendersonPresident, Surdna Foundation

Philip R. Lochner, Jr.Director, CLARCOR Inc., CMS Energy Corp., and Crane Co.

Kimberly Roberson Program Officer, Charles Stewart Mott Foundation

Edward B. WhitneyDirector, American Rivers, IRRC Institute forCorporate Responsibility, The Wilderness Society,Early Music Foundation

EditorAnne Atwood Mead

Contributing EditorsDeborah DavidsonOuti FlynnKaren Hansen

Production ManagerMonica Luchak

Board Member® (ISSN 1058-5419) is published sixtimes a year and distributed every eight weeks byBoardSource, 1828 L Street, NW, Suite 900,Washington, DC 20036-5114. Tel: 202-452-6262;fax: 202-452-6299; mail@boardsource.org;www.boardsource.org.

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