Q: Last month a reader questioned the appropriateness of many of the policies in her organization’s board manual and stated that there were others she felt were missing. At that time, I listed some basic policies typically found in board manuals, and promised that in the October edition of “On Nonprofits” I would share some issues that board directors might want to at least consider when developing or editing their policies to meet today’s realities. I picked a handful of common, but often contentious, policies to delve into here.
Of course, there is no policy that is relevant for every organization, and that goes for the specific content of any given policy. Each will vary according to the unique characteristics of your organization. Hopefully, though, this column will stimulate some valuable conversation about the policies you want governing your board.
Expected Financial Contribution: It is widely expected today that board directors will be responsible for bringing money into the organization, whether as a “give,” “get,” or “give and get.” I see organizations struggling over the amount to ask and whether they should count tickets sold for an event or items obtained for an auction as part of this number. Consider:
- Whatever number you pick, it will be too much for some who would bring great passion and skill to the organization, and too little for others who could do far more.
- Recognize that setting a “minimum” gift will invariably be seen as all that is required.
- It’s hard to convince others to contribute to your organization if your own directors don’t see the organization as worthy of their money.
- Most donors/funders want to see 100 percent board giving, regardless of the amount of the individual gifts or what the directors bring in from others.
- Rather than asking for a specific amount from board directors, some organizations today ask for a personal gift from everyone that is meaningful to each individual. To help craft expectations, they suggest that the gift be one of each director’s top three (pick another number if you wish) philanthropic gifts for the year.
Attendance: If board directors are to meet their legal Duty of Care – their duty to make the best, most informed decisions on behalf of the organization – they have to stay current on the organization’s progress toward mission achievement, the issues it is confronting, its fiduciary situation, the response of stakeholders, and more. They cannot do that if they are not at meetings. So, attendance matters. Consider:
- It is not unrealistic to expect that board directors make every meeting, especially if that expectation is clearly laid out prior to bringing them onto the board, and the meeting schedule for the year is provided at the beginning of the year and not deviated from.
- That individual board directors are liable for the decisions made by the board as a whole. It is potentially dangerous for them personally if they cannot be at meetings where decisions are being made.
- Consecutive absences mean that people are out of the loop for sometimes extended periods. For instance, even if your board meets every month and someone misses only two meetings in a row, they are still missing a lot. But if your board only meets four times a year, those same two absences translate into missing a half-year’s worth of organizational happenings. That is significant. Think about the impact if the individual misses three consecutive meetings and/or the board meets only two times a year.
- Excused absences are still absences. And, what constitutes an excused absence anyway? That someone merely picks up the phone to say s/he isn’t coming? Or does it require there be an emergency? If the latter, what comprises an emergency? It’s a slippery slope; and, there is still that liability issue.
- The danger of a policy that says someone who fails to make a certain number of meetings will be removed from the board unless the board agrees to keep that person on. Consistency in any policy is critical. You are setting the organization up for claims of discrimination if you allow some people to remain on the board when you remove others with a similar attendance record, regardless of what other good qualities these people bring to the table.
- If you list a consequence for lack of attendance, be prepared to carry through on it.
Sabbaticals: While it is realistic to expect directors to attend all board and relevant committee meetings, we know that life at times intervenes, making regular and ongoing engagement difficult. Perhaps it is a personal illness or the need to act as a caregiver to a loved one that necessitates an extended absence. In such situations, some organizations offer their directors an opportunity to go on sabbatical. Consider:
- The liability issue raised above. It’s relevant here, too.
- That it is difficult to attribute “validity” to the different reasons people can’t make meetings. Merely excusing directors who miss meetings, regardless of the circumstances, tells other directors that attendance is really not that important.
- If someone comes to meetings when their minds are otherwise engaged by the circumstances they are dealing with at work or at home, they may not be able to make the best decisions.
- If your organization wishes to offer sabbaticals, think about setting a limited timeframe after which, if the director has not come back ready to meet all expectations, it will be viewed as a de facto resignation from the board.
- How much information you want to continue feeding directors on sabbatical so as to keep them informed, yet not overwhelm them.
- Using a range for the number of directors you want on your board so that if one of them has to take a sabbatical your board remains compliant.
Use of Electronic and Other Media: In most states people are permitted to participate in meetings via phone or video-conferencing. Every day the options we have to communicate with one another increase. Consider:
- Whether your state laws and your own organization’s bylaws permit you to use such media.
- That these options allow you to recruit board directors from all over the world, as well as local directors that travel frequently.
- It’s very cost effective to hold meetings this way. People don’t have to travel, which means savings in terms of time, gasoline, parking, even airfare and hotels in some instances.
- Sometimes the technology doesn’t work the way it is supposed to.
- It’s human nature to take the easy way out and choose only to participate by phone or video-conferencing if permitted to do so. There are a number of potential problems if this becomes the norm. You lose some of the critical interaction either because someone is doing other work in the background and listening with only half an ear, people don’t bond in the same way if they are not meeting in person making it more difficult to build the trust so necessary to creative ideation, and ultimately you may end up with no one in the boardroom. Therefore, you might want to limit the number of times each year someone can participate electronically and ask that there be no other work done during such meetings.
- Whether you will allow electronic voting and, if so, how that will be managed. Again, this is often regulated by the states. But if it is allowed, you might want to consider requiring a robust discussion where everyone can simultaneously hear one another – the typical condition required by states that permit the use of electronic media – prior to voting. You might also consider the time limits within which votes must be cast.
- Whether you will require people to participate through a board portal. If so, will your organization pay all the related costs, or expect the individual directors to cover such things as an iPad or tablet if they don’t currently have such technology.
Discussions that look at issues such as these make for interesting board meetings. Don’t be afraid to listen to a variety of viewpoints before arriving at the policies within which you’ll be working for years to come.