Thursday, August 11, 2016

The Role of the Board Member: Fiduciary Duty

In my last post, I discussed the function of the NPO Board, in general. In this post, I will address the role of a Board Member with specific reference to the Board Member's fiduciary duties.

Fiduciary Duty Legally, each Board Member has a fiduciary duty he/she owes the organization.  A "fiduciary" is a person who has a special relationship to others involving responsibility for property or duties which do not belong to the fiduciary. A good example is the trustee of a trust, who is responsible to manage the trust and its assets for the sole benefit of the beneficiaries and not for the benefit of the trustee. Similarly, in an NPO the Board Member is responsible to manage the organization for the benefit of those who are the clients or customers of the organization, and not for the benefit of the Board Member, the Board at large, the Executive Director, the staff, or any other person except the customers or clients of the organization.

There are several components to this. First, there is a financial component. Not only is there an ethical duty on the part of Board Members to see that the organization's finances are managed for the benefit of the organization's customers/clients, but there is a legal duty to do so. Charitable organizations that give a very large percentage of their funds to pay the salaries of the highest paid executives of the organization stand in danger of having the IRS revoke its recognition of the organization as a charitable organization. The Board Members must be the watchdogs of the organization's finances. This means they must demand, and receive, adequate financial information about the organization in order to determine that the organization is healthy financially, and that the organization's finances are being used wisely to accomplish the organization's goals. This also means that Board Members should be able to read and understand various financial statements presented by the organization's CFO or equivalent.

Second, there is an operational component. The Board Members must be able to determine what the organization is doing operationally, whether the programs are actually meeting customer/client needs, and whether the organization is using "best practices." If the Executive Director is doing a good job, the Board will be provided various reports on a regular basis demonstrating whether these objectives are being met. If the Board is not being provided such information, it is the responsibility of the Board to demand such information. There are a variety of possible sources of such information--a regular analysis of inputs and outcomes; employee and customer/client exit interviews; input from partners; and feedback from the community and funders are just a few of these sources. If the Executive Director is not providing adequate information for the Board to be able to determine if operations are working well, this is almost a sure sign of deeper problems.

Third, there is a leadership component. This involves such things as what kind of culture the organization has and whether it is a "good" culture; what kind of relationships exist between the executive staff and the line staff; whether someone is looking into the future of the industry in which the organization exists and the future of the organization in that context; and what the organization is doing with its partners, donors, and the community at large. If the entire focus of information the Board receives is "this is what we did in the last three months" then there is a problem. The Board itself does not have to provide leadership on a day-to-day basis, but it had better make sure the Executive Director does. In this aspect and others, the Executive Director is the agent of the Board to the organization.

Fourth, and this is implied in all the others, the Board must have a good relationship with the Executive Director; must be able to trust him or her; must see that the Executive Director speaks the will of the Board to the organization; and must see that the Executive Director provides leadership to the organization in all facets of the organization. It is not the role of Board Members to be buddies with the Executive Director--although friendship may exist. It is the role of the Board Members to be sure the Executive Director is leading the organization in the manner the Board demands.

There are other considerations involved in a Board Member's fiduciary duty to an NPO, but these demonstrate the seriousness of that duty. Board Members must be engaged with the organization in order to fulfill this duty. It takes time and commitment to do so, and it necessary to create and maintain a healthy organization.

Monday, August 8, 2016

NPO Procedures: The Board (Function)

The Board of an NPO is to exercise oversight of the organization--over its planning, policies, finances, operations, and management. In order to do this, Board members must be informed about each of these aspects of the organization, as well as its purpose, mission, and goals. There are components of a well-informed Board.

Orientation. The organization should present an orientation to all new Board members. The orientation should teach the new Board members about the purpose, mission and goals of the organization; should give an overview of the organization's staffing structure and programs; should tell the Board member what is expected of Board members; and should outline how the Board works. Typically, Boards have meetings at regular intervals (quarterly, for example). The Executive Director prepares and delivers a "Board packet," which Board members are expected to familiarize themselves with prior to the Board meeting. Orientation should also inform Board members if they are expected to be involved in fundraising events, strategic planning events, budget events, and other Board events.

Board meetings. Attendance at, and participation in, Board meetings are the single most consistent expectations and duties of Board members. A well-run organization will have an Executive Director that provides Board members with a "Board packet" well in advance of the meeting. The Board packet should include an agenda for the meeting and documents pertinent to each agenda item. For example, the current period financials, the language of proposed policies/policy changes, copies of the Executive Director's report and other reports, and other documents related to "action items" and "information items" in the agenda should be supplied to the Board members in the Board packet. Each Board member should review the Board packet prior to the meeting, and so be able to participate fully in the meeting.

Policies. A most important Board function is the adoption and maintenance of policies for the organization. The policies should be collected in a policy manual, or should be accessible on-line, for easy review by Board members. Board members should familiarize themselves with their organization's policies with an eye toward improving them if and as necessary.

Strategic planning; budgeting; and other planning functions. Board members should familiarize themselves with the organization's current budget, current strategic plan, and other current planning documents. When a particular planning process takes place (for example, budgeting should take place annually), the full Board should be involved. Some organizations are "Board driven," where the planning originates with Board members, is introduced to the Executive Director and other staff, and proceeds from there. Other organizations are staff driven, where the Executive Director and other staff originate a plan and then introduce it to the Board for participation and consideration. In either case, it is important that Board members participate fully in the process.

Oversight. Oversight means making sure the organization stays "on task," spends money correctly, has money to operate on, and is well run. Exercising oversight involves more than simple attendance at Board meetings, however. It should also involve financial and operational audit components; questioning of information presented to the Board, questioning the organization's relationship with its banks, clients/customers, partners, and other stakeholders, and being aware of the organization's reputation in the community. (This also includes being an ambassador for the organization in the community.) It is true that accountants will bankrupt an organization by cutting spending vital to the organization; it is just as true that staff will bankrupt an organization by adding program upon program. The Board acts as a sort of referee between the organization's finances and programs, to be certain the organization continues to exist to provide the best services it can given the resources it has.

While this post is not exhaustive, it does describe some of the function of the Board of a not-for-profit organization. If your organization needs assistance with its Board, contact Landy NPO Services, LLC.

Sunday, July 24, 2016

NPO Procedures: The Board (Selection)

Once a decision is made to form an organization to address a perceived societal need, the organization needs to be formed. One piece of formation is to found "the board." Every state requires that every non-profit corporation formed under that state's law must have a board. The number of board members, the title of the board members and the board itself differs from state to state, but for our purposes we will refer to the board members as "trustees" or "board members" and the board as "the board of trustees" or "the board."

The Board--Function. Often, the tendency is to enlist friends as board members.This is probably a mistake. To select trustees it is useful to know the function of the board. Once one knows what the board does it becomes easier to identify who should sit on the board. Here is a short list of some of the board's most important responsibilities.

1. Oversight. The overall purpose of the board is to provide oversight to the organization. This oversight is what I call "macro-management." The board sets the direction of the organization; determines whether the organization should pursue new opportunities; provides guidance and direction for the organization's programs and structure; and provides financial oversight. The board does not run the day-to-day operations of the organization, and does not micro-manage the organization. That is left to the Executive Director/CEO, who is really the board's agent appointed to run the day-to-day operations of the organization.

2. Budget. The Board determines the organization's budget and all that goes along with the budget--financial policies; budgeting policies and procedures; oversight of fundraising and grant writing; investment policies; oversight of cash and bank account management and policies; and so on. A good trustee can read a balance sheet, and income statement, has some expertise and/or experience in financial matters relating to an organization, and is fiscally responsible, aware, and proficient.

3. Policies. The Board adopts policies for the organization. These cover the full spectrum of the organization's front-line and back-office operations, including finance, HR, IT, client relations, planning, structure and governance, community relations, etc.

4. Executive Director/CEO ["ED"]. The Board hires, evaluates, directs and oversees the ED. Typically, the founder of an organization serves on the Board and serves as ED, but this is not the best practice and eventually will give way to separate ED and Board functions (in some cases, as late as when the ED retires). The ED is responsible to run the organization's day-to-day operations; the Board is responsible to oversee and direct the ED.

The Board--Selecting Trustees. From this short list of Board duties, it is clear that the board needs to have members who are proficient in a number of areas--finances, HR, IT, structure and governance, oversight, relationships, etc. It is not unusual to see board members who are bankers, accountants, lawyers, HR experts, IT experts, clergy, teachers/professors, managers, small business owners, and so on, so the duties of the board can be addressed by people who are familiar with those areas in their "day jobs." However, this cannot be the only criteria for recruiting board members.

A second, and just as important, criteria for a trustee is the commitment of the trustee to the purpose, mission, and programs of the organization. An accountant who is proficient at accounting but who does not care about the purpose, mission and programs of the organization will not be a productive board member, and will not contribute to the success of the board.

A "job description" for a trustee may be a useful tool to identify and recruit new board members. That job description should identify the purpose, mission and general programming of the organization as well as the expectations of a trustee. The organization's public relations pieces can also be useful to this end. A possible board member should be vetted not only for his or her familiarity with one or more areas of board function, but also for his/her level of familiarity with, and commitment to, the organization's purpose, mission and programs.

While this discussion is not comprehensive, it will be helpful to a new organization in identifying and recruiting the initial members of the board of trustees.


Monday, July 18, 2016

Lost Purpose and Violence in America

Where, today, is the politician, or the newscaster, or the social commentator, who is asking, "What is this all about? What is our purpose in America in 2016, on the eve of the presidential election?"

I have been absent a few days, preoccupied with the violence that grips our nation and the war of words between various groups set up to oppose each other. More terrorism in Orlando. More police officers involved in shooting black civilians. Civilians sniping at police. Protesters in Cleveland for the RNC. Donald and Hillary launching word bombs at each other. An ineffective President who seems to only preside at funerals of victims--lots of funerals for victims. On the world stage, a government in Syria apparently intent on eliminating those who are governed. Refugees in Jordan and Greece. Terrorist attacks in France and Turkey. Angry Britians kicking themselves out of the EU. A failed coup in Turkey.

There is little of peace, and little of hope, in the world. There is much anger, and violence, and death. Perhaps it has always been thus, but it does seem to be getting worse. There is plenty of finger-pointing and blame, of accusation and recrimination. Donald and Hillary promise to bring us to a better place by different, and much different, paths. But neither has any credibility; neither can be believed.

When I was a child, in grade school, we were taught that America was a place that was founded on the hope for a better life. "Finding a better life" was the reason people came here. That reason was fueled by recognition of America's purpose--to be a place that provided hope, and a chance. After the great influxes of immigrants through the early part of the the 20th century, the descendants of those immigrants carved out lives that were better than their forebears for the most part. We became comfortable, and "better" became "standard." "Standard" became not good enough and we felt somehow let down that our lives were not as golden as we thought they should be. We became disgruntled, and we looked for those who were responsible, to blame them.

Have you noticed that no one in America seems to be responsible for anything they do? There is always someone, or something, else to blame. The parents, or that there were no parents. The government. The employer. The "system." Lack of money. Lack of opportunity. Lack of resources. Lack of faith. Lack of support.

We have forgotten the purpose for the founding of America. "Hope" is based on a recognition that there is something bigger and better, and that bigger and better can be achieved with effort and work and perseverance. It is not based on a wish or a whim that someone will take care of me, or that I will win a lottery (real or figurative) and not have to worry the rest of my life. "A chance" is an opportunity, not a guarantee. Chances must be taken; they do not automatically deliver whatever it is that is being sought.

There is a great deal of noise in America today. People are shouting at each other so loudly they cannot hear one another. We would each be much better off to find a quiet place and ask ourselves, "What is my purpose?" in the context of being an American. Do not ask what it is owed to me, or why I have been cheated out of my dreams, or what can I get out of this. Do not ask what another's purpose is. If we were silent, and asked ourselves and then thought to answer honestly, each of us can contribute to re-establishing America as a place of hope and a chance.

Tuesday, July 12, 2016

Purpose Leads to Mission

Once purpose is determined, mission can be identified. Purpose is an umbrella; mission is what the umbrella is to cover. Mission must flow from purpose or it cannot be sustained. There must be congruence between the two. When one gives up on a mission and says, "My heart was not in it," that person speaks greater truth than they realize.

Mission is related, also, to addressing the environment--social, physical, geographic, economic, etc. If the purpose of a fictional organization, "Teaching Life Skills, Inc." is to help children improve their lives by teaching them life skills, the mission should be determined by considering the world around the organization and asking questions like: "What identifies children who can best benefit from being taught life skills?" "What life skills education is lacking among children?" "Why do some children lack knowledge of life skills?" "What number of children can we effectively teach life skills to?" "Do these children think they lack life skills and, if so, what life skills do these children believe they lack?"  In other words, identify an actual need in the target market. No organization is large enough to meet every need of every person. Limiting the organization's mission is a good way to manage the size, focus, and programming of the organization. This organization's mission might be, "To teach household management skills to adolescent boys ages 11 through 14 in the ___ neighborhood of [our town]."

A more commonly seen approach is backwards from this one. Will, Bill and Phil, local business owners, perceive that many neighborhood children seem to be hanging out and doing nothing productive. The children do not demonstrate [what our trio consider to be] proper respect for adults or for property of others, or to possess proper manners, or to be motivated to make themselves "better" people. They decide these children lack these kinds of life skills, it is important that they should possess them, and that Will, Bill and Phil can and should develop a program and begin an organization to teach these life skills to these children. They adopt a mission statement, "Making youth better through life skill training."  They develop a "life skills for boys" program, advertise it, and open the doors at the appointed time and place. A few young people show up, but fewer each week. After the fourth week the program closes and our trio say, "We gave up. Our hearts were just not in it."

The failure of this trio's project may have a hundred different causes, but one thing is clear: Will and company did not ask the right questions before developing the program. The first of those "right questions" would have been, "What is our purpose?" It is not clear, from the facts given, what their purpose might have been. It could have just been that, as business owners, they wanted to reduce loitering. It could have been that they believed every person should conform to some minimal standard in public settings; because these children did not, there must be some deficit that needed to be fixed. It could have been they were filling some need they had to feel superior to the neighborhood kids. It could be they did not like children at but felt societal pressure to "try to help these kids."

This story would be much different if Will and company had compassion for these children and, in interacting with them, learned that the children themselves felt a need to learn particular things about life so they could better manage their own lives. The Will and company purpose would have been to help these children for whom they had compassion. They would then have asked what these children needed, and fashioned a mission in response.

Mission follows purpose. If no purpose is identified, then there is nothing to which the mission is tied and it can drift, be ineffective, and ultimately fail.

Sunday, July 10, 2016

A Question Entertained

A friend, who has been reading these posts, asked me, "Okay. But how do I create a personal purpose statement for myself?"

Here, at the beginning, I am confronted with a choice. Does the blog include "how-to" bits? If not, then what should I do with the "how-to" requests? My initial intent was that the blog should be a forum to spark questions, but not to answer them. I thought to provide another forum for the "how-to" pieces. That forum does not yet exist.

I will continue with my original intent unless it becomes untenable (i.e., I am overwhelmed by "how-to" requests). Yet, because the "how-to" forum does not yet exist, I will pay attention to the "how-to" questions but not treat them at any length.

The process (yes, process) to craft a personal purpose statement is not about the statement itself so much as it is about self-discovery. The process, briefly, is outlined below.

INVENTORY

The first step in the process is to identify myself. That means I examine myself--who do I believe I am? What do I think I believe? What do I think is important to me? What do I think I value? Who do I think I value? These are "what" questions. It is, in a sense, the taking of an inventory of what comprises me. Paper and pen (or digital format and keyboard) are in order. There are plenty of sources to assist in this process--none that I will mention specifically lest it be taken as either an endorsement or as the only available and worthwhile resources. This step needs to be thorough, and the list created complete.

REDUCTION

The second step is reduce myself to my core self. I do that by asking "why" questions and making adjustments based on the answers. If I believe the moon is made of green cheese, why do I believe that? This step requires complete honesty. It can be uncomfortable, unsettling, even brutal. In truth I may not be able to state why I believe the moon is made of green cheese, or if I can then the "why" may be embarrassing to admit (even to myself). In this process I may find discomfort so intense that it forces me to make some change on the spot. I may abandon some things I thought I believed or valued once I understand why I believed or valued the particular thing. Other things may be adjusted. The face-to-face realization that some things that I hold dear do not survive scrutiny, and/or the process of letting go, can be unsettling or even painful.

The object of this reduction step is to reduce who I am to my core. When I peel away the things that do not survive scrutiny, I am left with the things I cannot peel away--my core. Again, I should make note of who my core is.

IS MY CORE WHO I WANT TO BE?

When I reduce myself to my core, I need to ask whether that person I am is the person I want to be. This means, of course, I should know who I want to be. The "who I want to be" is the basis for my personal purpose statement. Unfortunately, I find I cannot articulate "who I want to be" until I get a clear picture of who I actually am.

CHANGE

Finally, I need to make changes to become the person I want to be.



Speaking for myself only, when I go through this process (and I do periodically) I always see that my perception of myself is often wrong, and sometimes significantly wrong in very significant areas of my life. The process is never easy and is often unpleasant, and sometimes painful. It is comfortable to be self-unaware.


Wednesday, June 29, 2016

Purpose and Primary Questions

I posited in my last post that a clear Purpose Statement contains the "why" for a person to be and to do what he or she is and does, and contains the "why" for an organization to be and to do what it is and does. In philosophy, certain "why" questions, and related questions, are sometimes called "primary questions." A short (and by no means exhaustive) sampling illustrates the centrality of primary questions in helping us (or not) to make sense of ourselves (as individuals and organizations) and the world around us.

  • "Who am I?"
  • "Why do I exist?" (or "Why am I here?")
  • "What is knowable, and how do I know it?"
  • "What is real?" (or "What can I be certain of?")

It is obvious that walking down this path does not lead to quick or easy answers. The Purpose Statement, whether for an individual or an organization, is not arrived at in an instant. It is, in some respects, a life's work.

I have an acquaintance who is becoming my friend. He is CEO of a larger local charitable organization. He worked as assistant to the founder for nine years before she retired and he became CEO. I have asked him what the purpose of the organization was in the mind of the founder. (There is no written purpose statement.) He replied to the effect that the organization was founded to help a certain specific group in the larger population. "Yes," I replied. "But why this specific work?" There are many--maybe hundreds--of ways that a person or organization could help that same group. Why this particular work that the organization does? He had no answer.

If the purpose of this organization, in the mind of the founder, was simply to help the specific group it helps, then does it really matter if it abandons the specific work it is doing in favor of a different kind of work that benefits the same group? The answer, for my CEO friend, was no--the particular kind of work the organization engages in is part of its original purpose. This question is now on his mind, and I believe the organization will be better for it.

The Purpose Statement does more than identify who we desire to serve. It somehow lets future generations know that there is something important about doing a particular thing to serve that specific group of people. To take this a step further, if all the founder of the organization I refer to wanted was to help a specific group of people, why not go to work for another organization that already served that group? Why take on the headache and responsibility and risk of founding a new organization, with all the funding, personnel, board, operational, administrative, etc. issues that go with it? There had to be something else at work in her to compel her to take that leap.

Which brings me to this: the Purpose Statement does not only answer the "why" of who one is and what one does, but identifies the reason that particular "why" was important. Others can look at the Purpose Statement and not only see why the organization or person is and what it does, but can also see the reason the specifics of "is" and "does" are important.

If my Purpose Statement says, "My purpose is to serve others," it is too general to have any meaning. If my Purpose Statement says, "My purpose is to serve others by helping NPOs to be the best they can be," the Statement is slightly better but does not explain my reasoning that "helping NPOs to be the best they can be" is my expression of "serving others." When I think I have crafted my Purpose Statement, I should step back and ask, "Why?" When all the "whys" are accounted for, perhaps my work in crafting the Purpose Statement is done.

My purpose, and the purpose of my organization, needs to be tied to the "primary questions." I should welcome the probing questions of others--particularly skeptics--to sharpen my understanding of why doing a particular thing, or a particular set of things, for a specific group is really what I (or my organization) are all about. The process should be on-going. I should never rest, never be satisfied. After thousands of years of philosophers posing, and sometimes claiming to answer, primary questions, philosophers today still ask the same questions. Philosophers tomorrow will ask the same questions. The understanding gained is worth all the questioning, and all the searching for "the" answer.

Saturday, June 25, 2016

Centrality of Purpose

My partner, Kevin Lamar, and I have encountered  many people of faith and/or goodwill who have created a not-for-profit (NPO) or charitable organization to impact and improve the world. We admire their passion and expertise. Many, unfortunately, struggle with the administrative burden of running the organization.

We have talked with foundations and other funders and hear over and over concern expressed about lack of administrative expertise in the organizations who seek and receive funds. These concerns range from board function (non-function) to lack of, or poor, record keeping, bookkeeping and planning.

The struggles of NPOs with administration, including but not limited to board function, record keeping, bookkeeping and planning, are understandable. The folks who found and run NPOs are passionate, and largely very competent, at service delivery. Too often, the pressure to deliver service overshadows administration of the NPO, which suffers. Yet without good administration, the NPO is doomed. Funders, and the public, are calling for increased accountability that NPOs do what they claim to do, and use funds for the purposes the funds are given to fulfill.

Organizations, like people, are prone to one of two paralyzing problems. One is to lose focus on exactly what it is that we are about. We have short attention spans, and tend to manage by crisis, or what is making the loudest noise, or what looks most attractive in the moment. The other is to become so focused on some minutia that we lose peripheral vision and do not see changes in the world around us that require adjustment in what we are doing.

A well thought out Purpose Statement, prominently displayed for our own benefit, helps maintain proper focus. Everything opportunity should be tested against the Purpose Statement and, if it fits, then be considered. The Purpose Statement is the gatekeeper of opportunities. Every opportunity that does not fit within the Purpose is barred from consideration. The Purpose Statement is the "Why" for the individual or the organization. It tells me why I am who I am. It tells the organization why it exists.

A great example of this is the United States Supreme Court. The only cases it hears are cases that involve a "constitutional question"--does the statute or court decision or state action before the Court fit under the U. S. Constitution? The Constitution is the Purpose Statement for the United States government. If the state action before the Court is found to fit under the Constitution, the Court permits it to stand. But if the state action does not fit under the Constitution, it is struck down and ruled "unconstitutional."

The role of the "Mission Statement" is often stressed in the literature. A good organization can have a good Mission Statement and still suffer mission drift or focus lock. A Mission Statement is the "What" for the individual or the organization. It tells the individual, or the organization, what it is to do, but not the "why" for doing it.

To individuals, I encourage you to consider your personal Purpose Statement. To organization, I encourage your leadership to consider the organization's Purpose Statement. If your, or your organization lack a Purpose Statement, stay tuned to this blog.