Board Member Responsibilities

This post was originally written on January 26, 2006 for  my previous blog, Non-Profit Conerns.

Writing in 1995, Peter Drucker, the dean of leadership studies in America, wrote in part, “Many people do not realize it, but the largest number of leadership jobs in the United States is in the nonprofit, social sector. Nearly one million nonprofit organizations are active in this country today, and they provide excellent opportunities for leadership. The nonprofit sector is and has been the true growth sector in America’s society and economy. It will become increasingly important during the coming years as more and more of the tasks that government was expected to do during the last thirty or forty years will have to be taken over by community organizations, that is, by nonprofit organizations.”

Fast forward a decade and we read a quote from Harvard Business School Professor James Austin in the September 2004 issue of Fast Company, “The growth rate of new nonprofits now exceeds that of private business formation and government expansion. Entrepreneurs go where the action is.” And the action is in creating 501(c)(3)s!

The problem is that a great many civic/community minded individuals believe that all they have to do is get a few friends together, send in the forms, become a non-profit, and sit back while foundations and philanthropists provide them with funds for their pet projects. Not so. Forming a non-profit means one thing and one thing only: responsibility.

The primary responsibility of a board member is his (or her) fiduciary responsibility. All non-profits must have financial oversight committees. The most scandalous nonprofit failures have been because of financial irregularities which resulted from board members not asking questions or from accounting firms not doing their job. Board members can be held liable for the actions of a nonprofit if they do not exercise due diligence. So ASK QUESTIONS!

Choosing the organization’s chief executive officer is the most public decision a board member can make – along with the CEO’s removal. Of course, hiring the CEO is not the be all and end all of human resources. The important thing, when hiring the CEO and all other staff is, as the saying goes, “hire talent, not skills.” If you hire skills, you will get someone who can do the job. If you hire talent, you will get someone who will grow and take your organization along with her (or him). One of the most ridiculous exercises I was ever involved with was my annual employee review. My boss took a copy of my job description and by each item marked a 1, 2 or 3. Since it was against the rules to give all of one number, in addition to the 3s I also got a couple of 3 pluses. Nonsense!

If over the past year an employee has not been doing her job then her boss should have known it and dealt with whatever the problems were. Grading someone on job description is grading the supervisor not the supervisee. (In fact, it’s the supervisor grading himself!) More importantly, it is a formula for stagnation. The proper performance review is to look at what the employee has done above and beyond the job description. That is the only way an organization will grow, and that has to be the goal of all board members, the growth of their nonprofits.

Board members need to bring with them to the board table their professional skills (knowledge and expertise) and contacts. If their expertise is, for example, in marketing, they should assist in that capacity. They should never be compensated. If they “volunteer” their company’s facilities, for example, in providing printing services, it should be clearly documented that they are not profiting in the least from the relationship. While it would probably be lawful for them to make a reasonable profit, it would not look good. Looks are impressions and impressions are reality. It is never worth it.

Many board members cannot “write the check,” but they have to be willing to open the doors to those who can, or who know someone who can. Board members are a crucial source for networking. If they are uncomfortable in this capacity, they should not be on the board.

Boards, working with the CEO, must establish the organization’s agenda, priorities and expectations, in other words, policy development. All of this is necessary within the context of formulating the organization’s mission and seeing to it that the organization, top down, acts in accordance with societal morals and values.
Finally, Board members need to be aware of the organization’s structure. Who is responsible for what? What is happening on a daily basis? This is not micromanaging, but macromanaging. Make certain that the organization is receiving proper legal and financial counsel. Make certain there is a conflict of interest policy in case any board member is directly benefiting from the work of the organization.

Sadly, a good case study is that of the Gloria Wise Boys and Girls Club. The Bronx-based Club, which has subsequently lost its affiliation with the Boys and Girls Clubs of America, apparently (remember, there are always three sides to every story – if you’re lucky!) gave a loan of $875,000 in municipal funding to liberal talk radio station Air America. The transfer was allegedly made by the executive director, without the knowledge of the Board, but with the use of a signature stamp of one of the Board members. So what did they do wrong?

First, if improper use of municipal funds (or any other type of restricted support) is not a felony, it should be. Second, non-profits are supposed to be non-partisan. Giving a loan to a political radio station is a partisan act. Third, an executive director must report to his board about all financial transactions. Fourth, board members cannot have stamps of their signatures made as that, by definition, violates their fiduciary responsibility. Fifth, board members must ask finance related questions. Sixth, the bank should never have permitted a check to go through with a stamped signature. And seventh, where were the Club’s accountants?

As noted by John Hawks in For A Good Cause? How Charitable Institutions Become Powerful Economic Bullies, “As long as an officer or director exercises ordinary diligence and care, no personal liability will arise, even when actions or decisions made in poor judgment cause injury or damage.” What it all comes down to is this: Use common sense, be aware of what is happening, ask questions, demand reports and accountability, and you won’t have to worry about being embarrassed when you see the morning newspaper.