Developing a Governance Board

How Will You Motivate Them?

There are many reasons why individuals might choose to make a difference by supporting your organization and helping to guide it. Some of these might be:

• To contribute to a good cause
• To be involved in a dynamic grassroots organization
• To associate with other exciting and inspiring individuals
• To assist a related cause, for example, your condition might cause heart disease and someone might wish to impact heart disease in a very focused way
• A personal connection: an individual is a friend or relative of a person affected by the condition

Once you understand what motivates people to serve, you can recruit individuals you think will create the right culture for your board.

Key Board Principles

Genetic Alliance recognizes the importance of board development for its member groups. To help these organizations reach optimal board functioning, Genetic Alliance has developed its Organization Incubator program, based on Jim Collin™s' book, Good to Great. This program helps participating boards adopt key organizational and operational principles, including

• Level 5 Leadership - Recognizing, supporting, and recruiting for leadership of the highest caliber.
• First Who¦Then What - Getting the right leaders involved before deciding what to do.
• Confront the Brutal Facts with Unwavering Faith - Adopting a climate of truth-telling and open communication.
• Defining - Specializing in a limited number of areas.
• Culture of Discipline Combined with an Ethic of Entrepreneurship - Combining responsibility with freedom.
• The Flywheel and the Doom Loop - Building momentum up to and beyond a breakthrough point.
• Self-identification - Understanding how what is said may be true about one's self.
• Deeper understanding - Getting to the deeper essence of an issue.
• Authentic interactions - Being real and true even when it is uncomfortable.
• Self-evaluation - Assessing whether one is achieving his or her potential.
• Everyone monitors quietness from members - Maintaining engagement from all board members.
• Everyone monitors over activity from members - Having group responsibility for balanced discussion.
• Members can't disappear - Ensuring that issues are addressed once presented.
• Dialogue and debate - Teaching board members to avoid case-building or coercion.
• A climate where truth is heard - Developing transparency on the board.
• Review/reflect on successes - Acknowledging accomplishments when they occur.
• The single most important item I put in every one of them is the requirement to review, revise and amend the charter every 6-12 months. Putting that in the charter allows you to evolve as you learn how to be more effective and avoid the usual challenge of "just leave it alone". As a requirement, it keeps the door wide open to learn and improve as you go.
• I urge you to have an EXPERIENCE EO (exempt organization) attorney review your bylaws, policies, and procedures for all possible vulnerabilities that open the door to an insurgency.

One example to put some substance to the suggestion. There are two basic types of nonprofit corporation: 1. Membership 2. Non-Membership Overly simplified, in membership corporations, members elect the board. In non-membership corporations, the board elects the board. (Corporation members are not to be confused with “promotional members.” A promotional member is just a sales tool that entitles a “member” to certain benefits, but not voting rights—“membership has its benefits” as the credit card says.)Personally, I highly recommend a non-membership corporation. But both can be done well, and both can be vulnerable.

Membership corporations are required by law to conduct an official “annual meeting” at which members get to exercise their rights to elect directors and so on. (this may vary from state to state.) What’s the risk? Most annual meetings are sparsely attended. Directors and a smattering of the most loyal members attend, and annual meetings typically unfold without drama. But, if the election process isn’t very carefully prescribed and controlled...typically in advance of the meeting...all hell can break loose at an annual meeting making it resemble a Republican or Democratic National Convention. Many membership corporations are too loose with nomination and election procedures. One example: they allow nominations “from the floor” at the meeting. That’s the opening insurgents can easily exploit.

• Joining the board of directors for any organization should be an application process:
  • This starts with a job description, list of skills needed, experience required, and responsibilities. Things such as fundraising policy (e.g. give or get) and so on should be clearly stated. It’s a commitment.
  • Applicant’s expression of interest – e.g. cover letter – that covers, among other things, the applicant’s claims to be suited to the role. As with a job application, the applicant interprets his/her résumé in accord with the job description, and itemized claims regarding suitability to meet the requirements in the job description.
  • Résumé.
  • References...both professional, and if possible from prior boards.

Nuts and Bolts of a Board

Reimbursing Board Member Travel and Meeting Expenses

There is no overall consensus on how to approach this common question!

• One organizations pays the costs of the meeting room(s), but directors “go Dutch” on meals (or someone picks up the tab). So the organization might pay $300 to $500 for meeting space in an airport hotel, and the directors pick-up the rest, including travel to the meeting.

• Our board pays their own transportation and accommodations, and the organization pays for meals.

• Our board pays their own transportation and accommodation as well. We handle meals and venue if need be.

• We pay for the cost of transportation for our board members, meals and hotels. We do split the international costs by years. Our Board members are expected to fundraise and are a working board, with projects of their own. We pay the reasonable expenses of some projects. As well, all our board members are expected to contribute financially to the organization.

• Historically our board has met five times per year, four by phone and once in person. Board members have been responsible for covering all of their own costs for travel and hotel; the organizations pays for the meeting and meals during our meeting. The in-person meeting moves around the country, as it is held in conjunction with our annual education conference. Last month, due to growth of the organization, my board voted to start having a second in-person meeting per year--to be held in Philly, near our office. We are currently looking into an equitable way to achieve cost sharing for this static annual meeting, as the cost burden will be inequitable for board members who live near Philly vs those traveling from other parts of the country.

• Our group meets face-to-face twice per year (when possible). We make one of those meetings at our conference which takes place every two years. For the board meeting at the conference, they have already paid their own way to get there. For all other board meetings, the organization picks up the travel costs. We do have a few members who pay their own way to save the organization those fees which is much appreciated. We’ve also historically held meetings at a board member’s home; this saves significantly on food costs, plus they are able to host guests in their home. This option is likely to disappear soon, but it was good while it lasted!

• We use a monthly newsletter in between our in-person meetings. We also offer a Skype option.

• We have an alternative approach. Our board currently is not primarily tasked with fund raising - they are overseers and advisors. We cover all of their expenses to attend an annual face to face board meeting ... trying to piggyback on some other event or other travel where we can save $$$. Frankly, I prefer to look at it this way. We cover their expenses to make it easy for us to get the best advice and guidance that we can ... If they were not able to serve because they were unable to pay a few hundred dollars a year out of their pockets it would be our loss, not theirs. The in between meetings are via conference call/webinar, likely video conference call next time around.

• This is an ongoing topic for our organization. We have a fundraising board who is also expected to make a significant annual contribution. We meet via video conference ~10 times per year and in person once (in addition to monthly committee meetings, which take place via video conference). Historically we have offered a $500 reimbursement for board expenses, which include travel and lodging, while we pay for the conference and meal costs. Most of the time more than 50% of board members elected to pay for their own costs and not request any reimbursement. This past year we took on the lodging and asked board members to pay their own airfare. However, if a board member was unable to attend due to inability to afford airfare we offered reimbursement.

Policies for Changing Board Membership - Recruiting or Replacing Board Members

• One example of a removal policy - Any Director elected or appointed by the Board of Directors may be removed by the Board of Directors whenever in its judgment, the best interest of the corporation would be served thereby, but such removal shall be without prejudice to the contract rights, if any, of the person so removed. Directors may be removed before the end of their term by a majority vote of the Board of Directors during a Regular Meeting or Special Meeting. A Director will receive, at minimum, five (5) days notice that such a vote will be held as per Article V, Section 6. Reasons for removal may include, but are not limited to, violations of the Board Member Contract and/or Board policies including those addressing Confidentiality, Ethics, and Conflict of Interest. A successor need not be elected at the time of removal.

• There are great free resources for non profit organizations about how to ensure that Boards understand their non profit responsibilities. Two are below. It's good when you are working with difficult Board members, or trying to make your board more effective, to have some resources that you can share with them for self assessment, better understanding their board member obligations, etc. so it's not just you telling them they have to change or up their game!
  • BoardSource, even though they do have paid members, also have free resources, which you can find at https://www.boardsource.org/eWeb/DynamicPage.aspx?webcode=BDSCommunityRsc
  • National Council of Nonprofits board resources at https://www.councilofnonprofits.org/tools-resources-categories/boards-and-governance including a specific section on nonprofit board responsibilities at https://www.councilofnonprofits.org/tools-resources/board-roles-and-responsibilities

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