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How to be an Excellent Board Member

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Local nonprofits need and want trained Board members who understand their responsibilities in nonprofit governance and how to support their nonprofit Executive Director. Our annual survey of nonprofit member organizations shows how paramount the desire for effective and well-informed board members truly is. Every nonprofit organization needs a Board of Directors and with the large amount of nonprofits in San Luis Obispo County, that means many community volunteers are needed to serve on nonprofit boards.

A 2018 Nonprofit Board Leaderships Study by Korngold Consulting, LLC and IMPACT 2040 found that business professionals that serve on a nonprofit board of directors “listen more carefully to different viewpoints, create more inclusive teams, and make more inclusive hiring and promotion decisions.” Comments from participants in the research noted that working with people from diverse backgrounds helped participants learn to solve problems by working together through healthy debate. Additional benefits are the board participants become more confident, better leaders, who are able to accept more responsibility and feel better qualified for promotion (McClimon, 2019). 
 
Serving on a board is important, but being a board member that brings excellence to the position is another step. In 2018, Spokes created a new signature program to respond to the need of San Luis Obispo County nonprofits for more trained Board members. The Board Academy is the first intensive board training for nonprofits on in San Luis Obispo County. The first academy was held in October, 2018 with 17 participants representing 12 different nonprofits.

The next Board Academy will be held on Saturday, March 23 from 9:00 am to 5:00 pm at Spokes. Lunch and snacks will be served and each participant will receive a binder of materials to take back and share with their board. You can expand your knowledge and be a board member of excellence by participating in the Board Academy. Register here.

Seven topics pertinent to the education of all nonprofit board members will be covered including an overview of the nonprofit sector nationally to locally, financial management and fiduciary responsibilities, insurance and risk management, legal and ethical responsibility of the Board, governance issues, board and executive Director interactions and fundamentals of fundraising. 
 
Resources: 

Beacon Economics (2013) Central Coast Economic Forecast. McClimon, T.J. (2019) Nonprofit Board Service Builds More Effective Business Leaders https://www.forbes.com/sites/timothyjmcclimon/2019/01/14/nonprofit-board-service-builds-more-effective-business-leaders/#22b7384c31a9

 
Takagi, G. (2009) Number of Directors – What’s the Best Practice? Nonprofit Law Blog.  http://www.nonprofitlawblog.com/number-of-directors-whats-the-best-practice/

The Purpose and Importance of a Gift Acceptance Policy

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A Gift Acceptance Policy is an important document for following best practices in nonprofit fundraising. This policy determines in advance which type of donations or gifts the organization will or will not accept. It might seem odd to think of turning down any type of donation when nonprofits are usually so strapped for funds, but that’s one of the primary benefits of developing a Gift Acceptance Policy: to anticipate and think through unusual situations related to donations or gifts to the nonprofit before they occur.

This type of policy is normally used to determine how to handle “Non-Standard Contributions” to the nonprofit. Having a policy for gift acceptance to review non-standard contributions is not legally required, but it is considered a best practice for nonprofit governance. The IRS defines these types of gifts as the “contribution of an item that is not reasonably expected to be used to satisfy or further the organization’s exempt purpose and for which (a) there is no ready market to liquidate the donation to convert it to cash, and (b) the value of the item is difficult to ascertain or speculative.” https://www.councilofnonprofits.org/tools-resources/gift-acceptance-policies

Therefore, if the potential contribution doesn’t further the mission and values of the nonprofit, it could be difficult to deal with and might cause a distraction from your normal activities. For example, a nonprofit that provides some form of housing might be offered a parcel of land with a home. While this might seem to further the mission of the organization, it could end up being a distraction if the property needs major repairs, has tax issues, or raises any other concerns that would make it hard (or impossible) to sell or use for the intended mission of the nonprofit. Trying to deal with the gift might take a long time and require countless staff hours, impacting your already limited budget.

Of course, there could be non-standard gifts that the nonprofit can handle and turn into an asset for the organization. The Gift Acceptance Policy allows you to determine where the offer falls, and can help head off any awkwardness with a donor if you know right away that the gift does not meet the nonprofit’s donation criteria. Having a clear-cut guide for gift eligibility also lessens any chance for misunderstanding or miscommunication with potential donors.

While you might not face the issue of a non-standard contribution, it is an advantage for a nonprofit to have this policy as it clarifies what the organization will or will not accept, and why. It lets the Board of Directors think through donation issues before they arise in order to better address them. The first consideration should always be that any gift accepted by the nonprofit must support and further the mission and values of the nonprofit. It also helps to define the type of in-kind contributions that the nonprofit can’t handle or dispose of easily or safely.

Your Gift Acceptance Policy doesn’t have to be elaborate. It can be as simple as a statement from the Board of Directors saying the organization “reserves the right to turn down any gift that is not in keeping with its mission or that it feels it cannot properly steward.” Alternatively, the policy can be more detailed and extensive depending on how the nonprofit is structured.

A Gift Acceptance Policy must be disclosed on IRS Form 990 by completing Schedule M, as well as reporting any non-cash contributions/in-kind gifts. (https://www.irs.gov/pub/irs-pdf/f990sm.pdf)

Upholding a Gift Acceptance Policy is a best practice for nonprofits. You can learn much more about these policies and get guidance to develop your own from the references in the article and this additional resource:  

Gift Acceptance Policy Template https://bloomerang.co/resources/templates/gift-acceptance-policy-template/

Is it Legal to Have an Ex Officio Director on Your Board?

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Do you have an Ex Officio Director on your board? Do you allow honorary directors on your board but don’t require (or allow) them to vote? If you answered “yes” to either of these questions, then you may be operating out of compliance with an important nuance found in California’s Nonprofit Corporations Code.

Fortunately, there are simple solutions to clear up these issues. Let’s explore the rules and steps to ensure that your organization is in compliance:

Non-voting board members cannot serve on California nonprofit boards.
Gene Takagi states, “any person entitled to attend board meetings without a vote is not a board member at all.” Non-voting board members can lead to confusion (do they count towards a quorum?) and can mislead other board members (do their opinions matter if they can’t vote?).

 To fix it: Move non-voting board members onto an Advisory Committee. Or, if you’d like to extend voting rights to these individuals, review your bylaws to make sure you have room for more board members and revisit the process of electing new board members. Your board can vote to bring them on as regular board of directors. If your bylaws state that non-voting board members are allowed, contact Spokes for a Bylaw Review to correct your bylaws today!

Ex Officio Directors automatically hold a position on your board because of a position that they hold outside of the board.
It’s rare to need Ex Officio Director positions in 501c3s. This position is more common in 501c6s, such as Chambers of Commerce, where the CEO /Executive Director often holds a position on the board. For further clarification, the NEO Law Group outlines many scenarios where this arrangement might make sense. However, if your organization labels non-voting board members as Ex Officio, you’ll want to correct this immediately.

 To fix it: Either (1) move non-voting members onto an Advisory Committee, or (2) invest them with the same voting rights and responsibilities of every other board of director serving your organization. To stay in compliance, ensure that your board policies, bylaws, and culture do not limit the actions of Ex Officio board members.

Honorary Director, Director Emeritus, and Advisory Director are misleading titles.
The term “director” is a legal definition that sets forth duties of care, loyalty, and obedience specifically for board members.

 To fix it: Identify new terms to honor these special advisors in your organization. To stay clear on the roles of your organizational volunteers, be certain not to use the word “director” for anyone who doesn’t serve on your board of directors.  

Advisory Boards are actually Advisory Committees.
Only one board can exist in your organization, and that is the board of directors.

 To fix it: Simply update your bylaws and policies so all advisory bodies are labeled as committees.

Staying in compliance with the Nonprofit Corporations Code is critical to your organization’s success. Your board of directors and advisory committees will function more efficiently once you clarify and adhere to these important regulations. If you have questions about board of directors versus advisory or honorary roles, reach out to Spokes for support at 805-547-2244 or [email protected].

Good Strategies for Bad Board Members

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“Jake” was eager to get involved with his favorite nonprofit’s outreach program, so he jumped at the invitation to become a board member. Once on the board, it became apparent that he had his own agenda: he did not understand the organizational mission and goals, wasn’t prepared at board meetings, and became combative when other directors disagreed with him.

Jake was not a good board member, and something had to be done.

It’s an unfortunate situation to find yourself on a board with a troublesome, obstructive person. Often, organizations invite these good-hearted people onto boards because they have community connections, free time, or are simply passionate about the organizational mission. Many don’t realize that board service is a big job which requires an understanding of legal and governance responsibilities, as well as some leadership skills.

Not every volunteer is a good fit for a nonprofit board of directors, and it can be difficult for these individuals to recognize their own shortcomings. In the article, “12 Reasons Why You Should Gracefully Resign from a Nonprofit Board”, Gene Takagi writes, “failure to meet your duties may be holding back the organization from better advancing its charitable mission and serving its intended beneficiaries.” Jake clearly did not understand his role, and his presence was reducing organizational efficiency.

To reduce the risk of inviting a person to serve on your board who doesn’t understand their role, provide them with a clear job description prior to their start date. This reduces the chances that they will be surprised about time, energy, and resource expectations. You can email Spokes for a board of director job template.

A board needs to operate as a whole unit to accomplish its very important work. When one member shirks their duties, the entire board suffers. There are a few ways to work through board member challenges.

  • Meet 1-1
    If you have a “Jake” who keeps the board in disarray, the board chair, and another executive committee member can use conflict resolution techniques to have a personal conversation with the member to try to understand and alleviate the issues.
  • Use term limits
    If personal life challenges or volunteering fatigue are affecting a board member, board service term limits provide a non-confrontational way to ease ineffective or challenging directors off the board.
  • Look to your bylaws
    Your bylaws should clearly state reasons to remove a board member, such as unexcused absences, unruly behavior, or conflicts of interest. If a director can’t accomplish their duties due to a temporary problem, a short-term leave of absence might be a solution. However, if this is disruptive to board business or causes quorum issues, it might be best to ask the person to resign.

Nonprofit organizations need strong board leadership so organizations can provide crucial services for our community. Spokes members who are eager to learn about board service responsibilities can log in on Spokes website to watch the Best Practices in Nonprofit Management video series. We recommend watching them during board meetings for full participation. These short, accessible videos will ensure that your organization is meeting all federal compliance requirements, achieving the highest standards of responsible governance and operating with full accountability to your donors, clients, and employees.

Does Your Board Work or Govern?

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Do you know if your board is a working board or a governing board? Although we use these terms all the time, this is a trick question! All boards are governing boards. Their first and foremost responsibility is managing the organization: making policy and strategy decisions, overseeing and monitoring organizational performance, and ensuring accountability. Volunteer-run or small-staffed organizations’ board members may also have working responsibilities in addition to governance responsibilities, such as program delivery. Because program delivery is often the most fun part of the job, it’s natural to want to focus your time and energy on direct service.

However, things get sticky when procedures, policies, and roles aren’t clearly defined. When board members disagree on the difference between the “must do” responsibilities and the “nice to do” activities, it can cause friction or result in compliance issues.

It may be time to review your activities and ensure that governance comes first if:
• your board meetings continually go off topic,
• committee updates take more than ten minutes of a board meeting, or
• your board spends more time discussing details than big picture items.

Spokes’ Board Academy provides the perfect opportunity to explore:

• Board Member roles and responsibilities
• Governance to achieve your mission
• Legal responsibilities of board service

Whether you’ve served on your board for one year or ten years, this training will give you new tools and knowledge to make your board function more effectively.

Want to learn more about working versus governing boards? Compass Point has more to say on the subject here: https://www.compasspoint.org/board-cafe/working-board-vs-governing-board

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