Hints for Organizing and Running a Small NFP Board

Some lessons are learned the hard way.  Here are some common mistakes I have run across (and made myself!) in NFP board organization and management:

1. Don’t use Robert’s Rules of Order.  Many NFPs automatically enshrine Robert’s Rules in their bylaws.  Theoretically, all meetings are run according to these rules. In fact, I have never seen a small NFP board of directors conduct a meeting according to Robert’s Rules. They are far too unwieldy.  If you really want to tie up a board meeting, insist Robert’s Rules be used.  A book on a simplified version of Robert’s Rules can run over one hundred pages.  This is far in excess of what is needed. Small board meetings tend to be run on a much more informal basis.  A small board should investigate and adopt other more informal guidelines such as Martha’s Rules.  These are much easier to use, and avoids the later potential challenge by dissenting board members Roberts Rules were not used to guide the discussion or the ensuing vote.

2. This is NOT the School Board. I applaud all those who have volunteered at the local school board or larger volunteer organizations.  Their service is invaluable. However, these board members may be  used to more formal procedures and can come to a smaller NFP board with preconceived notions about how the board should be run.  They are used to endlessly long meetings stretching into the wee hours of the morning where the board scrutinizes virtually every expenditure.  In a smaller NFP organization, this can be destructive.  I am not suggesting in any way the board shouldn’t perform its oversight function.  I am suggesting there are much more efficient methods of performing that activity such as monthly reports, updates, etc.  Small NFP board members volunteer their scarce and limited time.  It shouldn’t be spent in largely unproductive meetings.

3. Consider a staggered board.  There is nothing more daunting than trying to come up with an election  slate for the entire board at the Annual Meeting.  I have seen small organizations attempt to find directors to fill the entire board in one election.  This is an almost impossible task. Finding three directors for a three year term seems to be much easier than finding nine directors for a one-year term every year.

4. Use advisory boards where possible. Advisory boards can provide important information about the NFP’s market area. Advisory boards can be set up in many different ways.  One example is to set up geographic advisory boards.  The NFP I am associated with serves clients in two NJ counties.  Setting up an advisory board for each county seems to be a natural organization.  Another way of organizing an advisory board is by service line.  No matter how the advisory boards are set up, they provide an excellent way to train potential directors and give them a “test-drive”.  An NFP could require advisory board service prior to board service. That being said, do not create an advisory  board as honorary positions.  Make sure the advisory board meets on a regular basis and has a charter.  It should have clearly defined functions and regular communication with management and the board of directors.

5. Use emeritus board members. Small organization board members will often commit to a term of service and then move on to other endeavors. Sometimes there will be a change in circumstance in their lives such as a job loss or they will face pressures from other volunteer work they do.  They may be forced to relinquish their board seat.  It is a shame to lose the expertise these members have acquired over the years.   Consider creating emeritus board positions.  Emeritus board members have auditing rights (they attend meetings when convenient), the right to be heard at the meeting, and perhaps to cast an advisory vote.  They do not count toward the quorum, and their votes are simply advisory, as the title suggests.  Nevertheless, I have found this is an excellent way to keep retiring board members participating in the organization.  Emeritus members also appreciate the honor and recognition they are being given.

6. Ask board officers to “go through the chairs.” Many well-run organizations ask potential board officers to “go through the chairs.”  The first year the member serves as treasurer.  The following year he serves as secretary, the year after as vice-chairman, and then finally as chairman.  Going through the chairs provides excellent training for the board officer. It provides the board member accepting an officer position with some assurance he will not be required to hold that position for his entire board tenure. Doing the same work over and over again year after year can be demotivating and demoralizing for someone.  The downside to the “chairs” is its multi-year commitment by the board member.  The long-term commitment can deter many board members from serving as a board officer.  Nevertheless, a board can ask for voluntary compliance by making this a recommended step to holding office.

7. Set performance expectations.  In New Jersey, it is possible for a board member to be elected and then never be seen again.  As strange as that seems, a board member can be elected and there is no way to remove that person.  This is a potentially disastrous event, as the board seat must still be counted for quorum purposes and unanimous consent resolutions.  A great deal of flexibility in board operations is taken out of the hands of the board if this situation were to occur.  One method of dealing with this situation is to adopt a “three meeting” rule.  If a board member misses three meetings he or she may be asked to resign from the board.

8. Use technology to its fullest. There is no question face-to-face board meetings are required from time to time.   Board members are volunteers though.  Traveling to and from board meetings can be time-consuming, especially if the board meetings are during the day.  Board members will often need to sacrifice vacation days to come to board meetings.   The use of technology can partially alleviate the situation.  Conference calls and survey software can be used for many board or committee matters.  Board members will appreciate the time savings.  It is critical board minutes reflect the manner in which the board minute was held.