Anna, I assume you mean that the board members are discouraged by the CEO and CFO from asking them hard questions. I faced that and the case study mentioned early in the article is my own cautionary tale. A key issue is the support of the board chair. Failing that, having a handful of board members work together to push back on the rubber stamp culture, perhaps by giving examples of how organizations with boards that were encouraged to think critically made better decisions and had more impact without hampering the management much. Also, try to recruit new members who will support this kind of critical thinking done in a constructive spirit as this can help slowly change the culture. Good luck and contadt me if you want to talk more. -Alex
Thanks for this. I’ve found an issue with boards not developing board members. That can look like: Not doing committee work as a committee (some members do things on their own; other members don’t learn the function or have a say). I recently left an 11-person board that was essentially run by 3 people. It also didn’t have a common sense of parliamentary procedure nor an identified rulebook. Decision making was not transparent. Lone-Rangering abounded, so we’d hear about projects that did not seem necessary, distracting from key issues that had to be addressed. I likely should have stayed with the board to counter these issues. I’ve been looking for a book or article that addresses this phenomenon, which I suspect is very common.
Carol, it sounds like a tough situation that would take years to turn around. I like the book "Governance as Leadership" as a guide to getting things right. Also, my chapter 12 of my book "Changing the World Without Losing Your Mind" might help. Contact me through my website http://www.alexcounts.com and I will be happy to discuss further with you if helpful.
Terrific list and analysis, Alexander. I’ve been a governance consultant to not-for-profits for almost 30 years and have seen all of these and the ones Anna and Carol describe.
On a more hopeful note, I have seen dysfunctional boards turn around after an engaging and innovative approach to developing a new and inspiring strategic plan. It can focus enough directors on what matters and sideline those with continued dysfunctional conduct. No guarantee of course but I think it has the highest chance of success.
Thank you for distilling long experience into practical elements for improvement.
A few I’d be interested in your comments on:
Like being an adjunct professor, being on a board has social and professional status, so I fear many agree to it without really ever getting meaningfully involved.
In international development, it seems many boards include “window dressing” of well-known people, often women, people of color, and people from other countries. But they don’t seem to make decisions, or have real influence. And “honorary board members” seem to be just lending their name with no involvement at all.
It seems many boards aren’t in touch with the rank and file, so I’ve been in several non-profits where egregious things went on for years and the board had no idea until there was a major crisis.
The mechanism was devised for the intent of ensuring that for-profit companies produce shareholder returns. It’s not clear how that translates into non-profits achieving missions. Especially when many boards are mostly composed of people have succeeded in the private sector and don’t seem to have human and social development credentials.
I wrote a (short) opinion piece that includes an example that includes all three.
Jane, I am glad you have had experience wits dysfunctional boards turning around. Certainly getting a critical mass of board members to commit to change is key. I’d love to hear more about your approach. Perhaps you can write your own article on that, a kind of companion article to mine. I’d be especially interested in how you sideline those whose conduct is unhelpful.
Ann, I am glad that you got value out of my article. International nonprofits do have special issues, such as the challenges in overseeing program work that takes places thousands of miles away. Holding board meetings overseas can help address that, but is challenging. Non-engaged board members—who can be tokens or celebrities or just wealthy, respected people—serving as window dressing is a problem in many nonprofits, international or not. What you seem to be describing is what I call the "rubber stamp" board and it is dangerous especially when the management is or becomes negligent or worse. I read your article and you catalogue many of the absurdities of international development, including the trend of having people who washed out of the corporate world come into an international nonprofit thinking that all of their skills apply. I did not see that much about board behavior in your article except one brief mention, but I would be eager to hear you views about what a high functioning INGO board would look like, ideally with a real case study as part of the analysis.
That’s a great idea for an article, Alex! I am seriously considering your suggestion since it’s a very common issue. I’d want to seek out examples from colleagues as well as my own experience.
Thank you for writing and sharing this article, Alex. I was particularly interested in "3. Unexamined Performance…to assess each director’s performance and then assign a representative to provide the feedback."
Do you have any advice on a fair, straightforward, way to provide feedback? Is there a particular form or set of criteria you recommend?
Elena, thanks for your comment and question. We did not develop a format per se. We convened a group of 5-6 board ands staff leaders to discuss each director candidly and then agree on what we would tell them about their performance in a way that emphasized the positive but did not hold back on areas for growth. For positive aspects, we sometimes also agreed to put forward a resolution in the next formal meeting to recognize their contributions before the entire group. We chose the people who would communicate with each member with care, based on who they would be most open to feedback from. It is more art than science. I would recommend not over-thinking it, but rather ensuring in some way that board members who are contributing a lot are formally appreciated and those who are disruptive or not pulling their weight are formally told, in a respectful way, that the group wants them to step up (while also being open to that member sharing any feedback about their board service and board culture). Here is a case of how not doing this can lead to a major crisis: https://www.alexcounts.com/blog/2020/9/7/a-case-study-of-nonprofit-board-dysfunction
This is such a great article that captures many of the typical challenges of a non-profit board. I have often wondered if majority of non-profit boards lean towards dysfunctionality, in part because board members are volunteers. What are your thoughts about the "fundraising" board model, and whether this mitigates against the rubber stamping board?
It’s a pleasure to read such a thoughtful, thorough, and compelling piece on something the majority of nonprofits experience—whether they know it and/or will acknowledge it. Big ideas and solutions to big challenges require serious, thoughtful leadership, honest and straightforward conversations, and substantial investments of time, talent and treasure. In today’s demanding environment, it’s a challenge to find the right blend to build the organization—the corporation—to move forward.
Do you have any recommendations on how to effectively recruit, fully engage, and maximize the value of board members?
Reading every word you’ve written. Two Alex Counts books on the way. Thank you.
Virgina, I have sometimes wondered whether the fact that nonprofit board members are volunteers (i.e., not paid) makes them feel like they are entitled to act out (i.e., act unprofessionally) and/or not pay close attention to the details of their role. Perhaps the low pay that some staff get (compared to private sector work) similarly makes them feel justified in acting unprofessionally at times. Certainly many directors and staff give full or even extreme effort, but a subset may feel like—they aren’t paying me properly or at all, so why do I need to perform at the highest standards? But this is speculation (though ground in my experience). I am not sure how you define a "fundraising board" (and what kinds of boards it is being compared to) but if you desribed that and how it might militate against being a rubber stamp board, I’d be happy to respond. Thanks for engaging in the conversation. -Alex
Kate, thank you for your kind words. In terms of creating a high-functioning board from the outset, do check out chapter 12 of "Changing the World Without Losing Your Mind" and the board-related content in "When in Doubt, Ask for More." (I am so pleased you have bought them!) Here is another resource with related links: https://www.alexcounts.com/blog/2020/10/9/essential-writings-on-nonprofit-governance
I am thinking of writing a follow up article for SSIR next year on turning around a dysfunctional board to build on this one. Your nice comment is motivating me to actually do it. Thanks!
Wonderful insight - thanks for sharing your experience and knowledge in this important topic. There are so many nonprofit organizations doing incredible work, but I am seeing a disturbing trend of Board members overstepping, not understanding Board governance, and not willing to learn about their roles and responsibilities. I have not found any information on how Executive Directors can protect themselves. There are several sources on how to “handle” an ED, but nothing about the lack of accountability of the Board or with whom/where would an ED file a grievance. Do you know of resources for Executive Directors?
Leann, EDs do not have access to a grievance procedure in any jurisdiction that i know of. You file a civil suit if your employer is not complying with your contract of employment. If minimum labour standards aren’t being met, your department or ministry of Labour would take a complaint. In both cases, it is unlikely your employment would continue. A better approach would be to learn how you can nudge the Board towards better performance. Read Love Your Board by Mary Hiland for concise, practical advice on how to do this.
Jane, so basically an ED would only have legal options. This is something we need to address in the industry. Even with knowledge, experience, and patience, some Executive Directors have to deal with difficult Board members who have hidden and/or unkind intentions. Everyone who is employed should have grievance options other than having to go the judicial route. That may not be what is best for the ED or the organization.
Leann, only unionized workers have access to grievances. And a complaint to a government is not a "judicial route"; it is the government services for non-unionized workers including management. Executives are presumed to have access to legal advice, should they wish, prior to signing a contract.
COMMENTS
BY Anna
ON October 6, 2020 06:28 AM
Great article - Any advice on how to handle a board where the CEO, CFO, want you to just rubber stamp policy and wont listen to questions?
BY ALEXANDER COUNTS
ON October 6, 2020 12:50 PM
Anna, I assume you mean that the board members are discouraged by the CEO and CFO from asking them hard questions. I faced that and the case study mentioned early in the article is my own cautionary tale. A key issue is the support of the board chair. Failing that, having a handful of board members work together to push back on the rubber stamp culture, perhaps by giving examples of how organizations with boards that were encouraged to think critically made better decisions and had more impact without hampering the management much. Also, try to recruit new members who will support this kind of critical thinking done in a constructive spirit as this can help slowly change the culture. Good luck and contadt me if you want to talk more. -Alex
BY Carol Steinfeld
ON October 7, 2020 02:28 PM
Thanks for this. I’ve found an issue with boards not developing board members. That can look like: Not doing committee work as a committee (some members do things on their own; other members don’t learn the function or have a say). I recently left an 11-person board that was essentially run by 3 people. It also didn’t have a common sense of parliamentary procedure nor an identified rulebook. Decision making was not transparent. Lone-Rangering abounded, so we’d hear about projects that did not seem necessary, distracting from key issues that had to be addressed. I likely should have stayed with the board to counter these issues. I’ve been looking for a book or article that addresses this phenomenon, which I suspect is very common.
BY ALEXANDER COUNTS
ON October 9, 2020 07:32 AM
Carol, it sounds like a tough situation that would take years to turn around. I like the book "Governance as Leadership" as a guide to getting things right. Also, my chapter 12 of my book "Changing the World Without Losing Your Mind" might help. Contact me through my website http://www.alexcounts.com and I will be happy to discuss further with you if helpful.
BY Jane Garthson
ON October 16, 2020 06:59 AM
Terrific list and analysis, Alexander. I’ve been a governance consultant to not-for-profits for almost 30 years and have seen all of these and the ones Anna and Carol describe.
On a more hopeful note, I have seen dysfunctional boards turn around after an engaging and innovative approach to developing a new and inspiring strategic plan. It can focus enough directors on what matters and sideline those with continued dysfunctional conduct. No guarantee of course but I think it has the highest chance of success.
BY Ann Hendrix-Jenkins
ON October 17, 2020 04:58 AM
Thank you for distilling long experience into practical elements for improvement.
A few I’d be interested in your comments on:
Like being an adjunct professor, being on a board has social and professional status, so I fear many agree to it without really ever getting meaningfully involved.
In international development, it seems many boards include “window dressing” of well-known people, often women, people of color, and people from other countries. But they don’t seem to make decisions, or have real influence. And “honorary board members” seem to be just lending their name with no involvement at all.
It seems many boards aren’t in touch with the rank and file, so I’ve been in several non-profits where egregious things went on for years and the board had no idea until there was a major crisis.
The mechanism was devised for the intent of ensuring that for-profit companies produce shareholder returns. It’s not clear how that translates into non-profits achieving missions. Especially when many boards are mostly composed of people have succeeded in the private sector and don’t seem to have human and social development credentials.
I wrote a (short) opinion piece that includes an example that includes all three.
https://www.opendemocracy.net/en/transformation/whats-killing-us-in-international-ngos/
BY ALEXANDER COUNTS
ON November 8, 2020 05:34 AM
Jane, I am glad you have had experience wits dysfunctional boards turning around. Certainly getting a critical mass of board members to commit to change is key. I’d love to hear more about your approach. Perhaps you can write your own article on that, a kind of companion article to mine. I’d be especially interested in how you sideline those whose conduct is unhelpful.
BY ALEXANDER COUNTS
ON November 8, 2020 05:43 AM
Ann, I am glad that you got value out of my article. International nonprofits do have special issues, such as the challenges in overseeing program work that takes places thousands of miles away. Holding board meetings overseas can help address that, but is challenging. Non-engaged board members—who can be tokens or celebrities or just wealthy, respected people—serving as window dressing is a problem in many nonprofits, international or not. What you seem to be describing is what I call the "rubber stamp" board and it is dangerous especially when the management is or becomes negligent or worse. I read your article and you catalogue many of the absurdities of international development, including the trend of having people who washed out of the corporate world come into an international nonprofit thinking that all of their skills apply. I did not see that much about board behavior in your article except one brief mention, but I would be eager to hear you views about what a high functioning INGO board would look like, ideally with a real case study as part of the analysis.
BY Jane Garthson
ON November 12, 2020 06:01 AM
That’s a great idea for an article, Alex! I am seriously considering your suggestion since it’s a very common issue. I’d want to seek out examples from colleagues as well as my own experience.
BY Elena Gerstmann
ON November 24, 2020 02:49 PM
Thank you for writing and sharing this article, Alex. I was particularly interested in "3. Unexamined Performance…to assess each director’s performance and then assign a representative to provide the feedback."
Do you have any advice on a fair, straightforward, way to provide feedback? Is there a particular form or set of criteria you recommend?
BY ALEXANDER COUNTS
ON November 25, 2020 10:38 AM
Elena, thanks for your comment and question. We did not develop a format per se. We convened a group of 5-6 board ands staff leaders to discuss each director candidly and then agree on what we would tell them about their performance in a way that emphasized the positive but did not hold back on areas for growth. For positive aspects, we sometimes also agreed to put forward a resolution in the next formal meeting to recognize their contributions before the entire group. We chose the people who would communicate with each member with care, based on who they would be most open to feedback from. It is more art than science. I would recommend not over-thinking it, but rather ensuring in some way that board members who are contributing a lot are formally appreciated and those who are disruptive or not pulling their weight are formally told, in a respectful way, that the group wants them to step up (while also being open to that member sharing any feedback about their board service and board culture). Here is a case of how not doing this can lead to a major crisis: https://www.alexcounts.com/blog/2020/9/7/a-case-study-of-nonprofit-board-dysfunction
BY Virginia Stettinius McMullan
ON November 29, 2021 08:48 AM
This is such a great article that captures many of the typical challenges of a non-profit board. I have often wondered if majority of non-profit boards lean towards dysfunctionality, in part because board members are volunteers. What are your thoughts about the "fundraising" board model, and whether this mitigates against the rubber stamping board?
BY Kate Watson
ON November 29, 2021 12:41 PM
It’s a pleasure to read such a thoughtful, thorough, and compelling piece on something the majority of nonprofits experience—whether they know it and/or will acknowledge it. Big ideas and solutions to big challenges require serious, thoughtful leadership, honest and straightforward conversations, and substantial investments of time, talent and treasure. In today’s demanding environment, it’s a challenge to find the right blend to build the organization—the corporation—to move forward.
Do you have any recommendations on how to effectively recruit, fully engage, and maximize the value of board members?
Reading every word you’ve written. Two Alex Counts books on the way. Thank you.
BY ALEXANDER COUNTS
ON December 1, 2021 03:29 AM
Virgina, I have sometimes wondered whether the fact that nonprofit board members are volunteers (i.e., not paid) makes them feel like they are entitled to act out (i.e., act unprofessionally) and/or not pay close attention to the details of their role. Perhaps the low pay that some staff get (compared to private sector work) similarly makes them feel justified in acting unprofessionally at times. Certainly many directors and staff give full or even extreme effort, but a subset may feel like—they aren’t paying me properly or at all, so why do I need to perform at the highest standards? But this is speculation (though ground in my experience). I am not sure how you define a "fundraising board" (and what kinds of boards it is being compared to) but if you desribed that and how it might militate against being a rubber stamp board, I’d be happy to respond. Thanks for engaging in the conversation. -Alex
BY ALEXANDER COUNTS
ON December 1, 2021 03:34 AM
Kate, thank you for your kind words. In terms of creating a high-functioning board from the outset, do check out chapter 12 of "Changing the World Without Losing Your Mind" and the board-related content in "When in Doubt, Ask for More." (I am so pleased you have bought them!) Here is another resource with related links: https://www.alexcounts.com/blog/2020/10/9/essential-writings-on-nonprofit-governance
I am thinking of writing a follow up article for SSIR next year on turning around a dysfunctional board to build on this one. Your nice comment is motivating me to actually do it. Thanks!
BY Leann Bond
ON January 6, 2022 04:43 PM
Wonderful insight - thanks for sharing your experience and knowledge in this important topic. There are so many nonprofit organizations doing incredible work, but I am seeing a disturbing trend of Board members overstepping, not understanding Board governance, and not willing to learn about their roles and responsibilities. I have not found any information on how Executive Directors can protect themselves. There are several sources on how to “handle” an ED, but nothing about the lack of accountability of the Board or with whom/where would an ED file a grievance. Do you know of resources for Executive Directors?
BY Jane Garthson
ON January 10, 2022 03:15 PM
Leann, EDs do not have access to a grievance procedure in any jurisdiction that i know of. You file a civil suit if your employer is not complying with your contract of employment. If minimum labour standards aren’t being met, your department or ministry of Labour would take a complaint. In both cases, it is unlikely your employment would continue. A better approach would be to learn how you can nudge the Board towards better performance. Read Love Your Board by Mary Hiland for concise, practical advice on how to do this.
BY Leann Bond
ON January 12, 2022 08:03 AM
Jane, so basically an ED would only have legal options. This is something we need to address in the industry. Even with knowledge, experience, and patience, some Executive Directors have to deal with difficult Board members who have hidden and/or unkind intentions. Everyone who is employed should have grievance options other than having to go the judicial route. That may not be what is best for the ED or the organization.
BY Jane Garthson
ON January 13, 2022 11:00 AM
Leann, only unionized workers have access to grievances. And a complaint to a government is not a "judicial route"; it is the government services for non-unionized workers including management. Executives are presumed to have access to legal advice, should they wish, prior to signing a contract.