Le Fevre Associates
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LeFevre & Associates, 179 Moonlight Ridge, Colchester, Vermont 05446
ph 802.288.1031, cell 802.922.8659, fax 802.288.1037, JimLeFevre@lefevreassociates.com
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Board Development
Definition:     Enabling nonprofit boards to grow, to evolve, to be the very best trustees that they can be . . . governing with excellence and in partnership with their executive leaders.(1)

Types of consulting engagements:  LeFevre & Associates offer single event workshops and retreats on board development issues, as well as assisting with longer term board renewal initiatives.

Our work with trustees is guided by these three dimensions of board work:

  1. Problems that boards confront, including complex dilemmas (e.g., distinguishing between leadership and management; distinguishing between the roles of volunteer board members and paid staff; and distinguishing between governance and operations);
  2. Responsibilities and roles of boards; and
  3. Successful methods for leading and revitalizing boards and ways to take risks wisely.

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Our quick and dirty analysis of board work in the 21st century is that it may be more important than ever, it is a big job and not very much time to do it, and the old models for how boards are structured and how they spend their time is outmoded and often at cross purposes.  Sure, what hasn’t changed are the legal duties:

        1. duty of care
        2. duty of loyalty
        3. duty of obedience
        4. duty of diligence
        5. duty as fiduciary

And with some of the corporate board “meltdowns” of the last decade (e.g., national United Way, Enron, etc.), being effective at this unglamorous aspect of board life is harder than ever.  But is that enough – being good watchdogs?  Not in the eyes of most members.  They want to add value, be a generative part of the leadership partnership, and be engaged in planning strategically/setting policy of coherent principles that guide operations/influence organizational direction.

Boards don’t want to just avoid risk, because if you eliminate risk, you eliminate innovation.  No one wants to be a caretaker board, the biggest fear is being an undertaker board, and everyone should want to be part of a risk-taker board.  But boards must manage risks wisely:

        1. spread the risk around
        2. select risk strategically
        3. prepare for risk
        4. share risk
        5. understand and support risks taken by your CEO

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The Role of the Board.  I don’t mean to disparage the importance of traditional board activities and duties, such as serving on committees, overseeing budgets, and complying with local funding rules.  Yet such activities, useful though they are, can also consume inordinate amounts of time and distract boards from other truly critical business.  A successful board affirmatively choose the right roles and tasks for itself and, as importantly, reduces the time spent on less important tasks, and altogether abandons those activities that are not in its province.  Boards cannot do everything; there isn’t enough time or energy.  They must eliminate many of the activities that historically have preoccupied them so they can recapture adequate time to perform those unique functions that only boards can do.

The reality is that nonprofit boards of directors must reinvent the way they do business, refocus their roles to make their work manageable, and rid themselves of time-wasting activities.  The board is the backbone of any affiliate’s long-term success.  Almost everyone I’ve interviewed in researching boards and every expert source agrees that the single most important factor in the success of any nonprofit organization is the performances of its governing board.  Paul Hood, who has written much about nonprofit boards, suggests that an effective board “will attract a superior chief executive director who, in turn, will attract a highly capable and dedicated staff.  The combination of these elements will attract a highly capable and dedicated staff.  The combination of these elements will attract important patronage and support to the organization.  Thus, the successful nonprofit organization is composed of a series of building blocks with an effective governing board as the keystone.”

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Problems that Many Boards Experience.  Once board members and staff became frustrated, the affiliate often tried to cope in a number of ways, such as:

  1. ignoring the possibility that board work could be done differently;
  2. waiting for super-president to come along and make it better;
  3. expecting too little because board members lead very busy lives and are, after all, just volunteers;
  4. politely and publicly touting one’s great board but privately trashing the idea that a board is needed at all; and
  5. keeping the boards soothed with “feel good” staff presentations and catered lunches so members at least will feel guilty enough to raise a little money.

The Five Things a Board Must Do.   Nonprofit boards have five basic duties or roles. Although some of these duties are shared with the executive director, the buck stops with the board. If boards do only these five things, do them well, and eliminate everything else, most organizations will improve dramatically their effectiveness. Again, the five board duties are:    

  1. PLAN STRATEGICALLY toward the future;          
  2. ESTABLISH POLICY that guides the organization and articulates the values that frame these future strategies;        
  3. SUPERVISE, employ, and support a first-rate executive;
  4. ADVOCATE for and champion the organization’s mission; and
  5. FUND RAISE to ensure that the organization has enough discretionary private capital to be financed properly in the present and future.

Think of your own board's last few meetings. How much time was spent in making decisions in these critical areas? Although these tasks are well known, they seem to be accomplished by only a handful of our best boards. Often, these duties become mere abstractions, and even if they are being implemented, success is difficult to measure. Another possible frustration is that being successful in four of the five tasks still can add up to zero. For example, an organization that lacks a long-range plan can be undone even if its board is doing an admirable job on the other four tasks.

Perhaps the words that better convey the contemporary sense of what a nonprofit board does are “steward,” “trustee,” and “fiduciary.”  As a steward, the board manages the property and other assets of an absent ownership, a body composed of consumers, donors, or taxpayers.  As trustee, the board is chosen to administer the organization’s policy and funds on behalf of a beneficiary (the public good). As fiduciary the board exists not to benefit its individual members, but to protect and hold in trust the values and solvency of the stakeholder's interest in the organization, including clients, donors, and government officials. Overall, then, an organization’s board is a body of trustees who govern, inspire trust, and act as steward for the organization’s assets, with a fiduciary responsibility for achieving the mission.

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What Is Board Policy, Anyway? Policy may be the word most used and least understood by persons in nonprofit organizations. Webster's New Dictionary and Thesaurus defines "policy" as a "course of action adopted by an organization to influence subsequent decisions and actions."  Policies are chosen by the board as the representatives of the general public, and they are chosen because they are believed to be sound and advantageous for the nonprofit organization. Board policy consists of principles and procedures established to guide staff, to influence current operations, and to have an impact on the organization's future course of action.  

For example, let's say that the board believes that the organization and its constituents will benefit from a racially and culturally diverse work force. To manifest this value, the board ratifies policies of equal employment opportunity and affirmative action. These policies in turn require staff to search aggressively for qualified minority candidates, to consider offering English as a Second Language continuing education classes for new staff, and to report new hires and promotions in such a way that the percentage of minority staff can be measured.

Policy is best seen as referring to the broad, overarching guiding principles to be used to make detailed and exacting decisions. It is both objective and subjective. It reflects core institutional values. Board policy represents the interests of the organization's stakeholders - funders, clients, staff.  Ideally, it gives management broad but clear guidance so the executive director can act with the security that the board has established a basic framework for programs, services, and management matters. Given this general direction, the executive director does not need to keep bringing operational issues back to the board. Board policies are an organization's constitution, and when assembled with the Articles of Incorporation and Bylaws, they provide guidance with how to run the organization in a prudent and expedient manner.

Every organization that has been in business for more than a couple of months has policies of some sort, even if they are informal. The organizational need to describe "how we do it here'' is universal. To be most effective, policies need to be short, understandable, and sensible. They also need to be written: so that it is clear what they are; so that they will be remembered and used; and so that they won't be misinterpreted or used selectively.

Oversight versus Supervision:

“Ah, the temptation is great – but keep your hands out of the operation!  Trustees are not to manage the institution, but to make certain that it is managed well.” JEROLD PANAS

The board as "boss" is a role more easily discussed than put into practice. The image of a boss conjures up the notion of one person who provides oversight to subordinates, helps develop work plans to carry out job duties, and coaches staff as to how to accomplish tasks to meet predetermined performance standards. This kind of boss does what a boss does by supervising.

But a board is not that kind of boss. The board observes the executive director in action quite infrequently. Most board members do not possess the technical expertise to give the CEO corrective feedback or positive coaching. Furthermore, a board is too large to provide such supervision; boards of 25 members have the potential to think that any particular task could be done 25 different ways. And that is not the kind of direction the chief executive officer needs. If the CEO needs be "supervised" in order to be successful, then the board has not selected a person with sufficient experience, judgment, or expertise.

What should the board do as boss? The board provides oversight and   evaluates the progress of the corporation and holds its CEO accountable for these organizational results. If the affiliate board has ratified a long-range strategic plan and adopted a set of comprehensive policies, more than enough baseline information exists to examine at what level the CEO is performing. Using this approach, the destiny of the affiliate and the executive director are inextricably linked.

In other words, if the organization is doing well (under the specific set of circumstances confronting the affiliate), then it must be presumed that the CEO is doing well. Clearly, there are other monitoring reports that can be used to enrich and broaden the board oversight function. 

Evaluating the Executive Director. Performance appraisal is difficult under the best of circumstances, but when the supervisor is a collective, a board of 15 to 40 individuals who serve part time and hold diverse views, the job can be overwhelming. With creativity and dedication, approaches can be created that work well. CEO appraisal must be done carefully, because the CEO deserves to know what is being done well and what must be improved. In simplest terms this is how an appraisal enables executive directors to get better: they can relax a bit in job areas that are perceived as excellent and focus their improvement plans on the weakest aspects of performance. Boards do not have to be able to teach or correct for performance deficiencies; for that, there are hundreds of workshops, college courses, training tapes, and publications. But the mandate is to focus attention on strengths, potentials, and problems, because if the board doesn't do it for the executive director, no one else will.

The chances that a board will do well in its role as evaluator of the executive director are greatly increased if the board has in place several foundations.  Using the written plans
and policies that define the results, the acceptable means, and the agreed-upon bottom lines, the board has the benchmarks with which to appraise the performance of the affiliate CEO

This self-evaluation report should be discussed at the actual performance review session.

The Board Chair.  There may be a job more challenging than the chair or president of a nonprofit board of directors, but it would be hard to find.  There is never enough time, there are no easy recipes as to what to do, and the demands are never-ending.  Why?  Everyone seems to agree that the president’s job is to lead the board, while the executive director leads the staff.  Thus, if the board knows what is supposed to do and does it, the president’s job (i.e. leading the board) is manageable.  If, on the other hand, the board is all over the place, dabbling here, interfering there . . . then being president is like being in charge of chaos.
Partnership of Board President and CEO.  Respect and trust for each other along with a compatible partnership between the two heads of the agency are prerequisites of organizational success.  This partnership does not just happen automatically.  It requires diligence and open communication.  The objective is that both parties can act as each other’s first-line support system.  If these two people cannot be there for each other, then trouble can brew.

This is a shared power model that is collegial and parallel. It diffuses the need to assert a traditional superior-subordinate relationship of board and staff.  Each leader has a clear, discrete domain where she is in charge and a shared domain where, together, they lead the organization by mutual consent.  The executive director leads the staff; the president leads the board.  The executive director manages by planning, organizing, and evaluating all aspects of organizational operations; the president and board govern by setting policy and long-term strategies.

Ground Rules for the Board Chair and CEO

MUTUAL EXPECTATIONS

    1. No surprises
    2. Hard work
    3. Public solidarity / private critique
    4. No need to blame

WHAT EXECUTIVE DIRECTOR NEEDS FROM PRESIDENT

    1. Wisdom more than information
    2. Management of the board
    3. Personal and professional respect
    4. Unwavering support from a coach

WHAT PRESIDENT NEEDS FROM EXECUTIVE DIRECTOR

    1. Steady quest for excellence
    2. Unadorned information
    3. Empowerment of the board.

(1) Credo from LeFevre and Associates work with nonprofit boards of directors.
(2) All references here forward are from Redirecting Boards: A New Vision of Governance for Planned Parenthood by R. James LeFevre.