Among executive directors of nonprofit organizations, stories abound about poor board performance: board meetings where time is wasted on unimportant issues; board members who fail to attend meetings; boards that avoid fundraising; boards that do not understand their roles and responsibilities; and so forth. Frustrated executive directors would like their boards to change.

"Unfortunately, [boards] rarely change because the executive director wants them to."

Maureen K. Robinson, in Nonprofit Boards That Work (2001), goes on to say:

"Boards change because they want to. They change because they believe that the mission of the organization and all of the people involved in realizing that mission deserve to have as good a board as possible."

Although the director can serve as a catalyst for change, ultimately the board itself, or at least the leadership of the board, must embrace the idea that the time has come to be a better board. The first question to ask, then, is "Why change?"

Why Change?

Ironically, in very successful nonprofit organizations, where the finances are sound, the board understands its role and is fully engaged, and the board truly represents the diversity of its community, this question is asked routinely. Such boards seek to improve themselves as a matter of course.

For most nonprofit boards, however, the question is avoided. When an executive director suggests that the board embark on a process of improvement, she may get a puzzled look. The board may feel that the organization is doing just fine, or that if there are problems then it is the director, not the board, who should change. Many people feel a natural defensive when they are asked to change. They feel they are being accused of misbehavior or some inadequacy, and hence they resist.

Boards will not change overnight. Rather than introducing a process of change, the executive director should think in terms of a series of steps, which over time will lead to improvement in board performance.

The first practical step for the executive director is to raise some specific questions with the leaders of the board:

1. Is the financial base of the organization sufficiently diversified? There should be balance among revenue earned through programs (either fees or underwriting), philanthropic contributions, and investments. Depending too much on any one of these sources can jeopardize the organization. If there is imbalance, whose responsibility is it to adjust it.

2. Is attendance at board meetings excellent? When attendance is poor, board leaders often create rules to require board members to attend a minimum number of meetings a year. The real question is: "Why is attendance poor?" The answer lies not in rules, but in the way meetings are conducted, in terms of both process and content.

3. Do we have difficulty attracting new board members? Do we have people with the right skills, attitudes, and connections? If not, why not? What is there about the organization and the board that keeps people from wanting to join?

4. Has the board been surprised by any issues this year? Has it been surprised by the way certain people or groups have reacted to the organization? Why was it surprised? It may be that the board is out of the loop, does not see the big picture, or is not truly representative of the community.

Conversations around any of these questions can lead to the realization that the board must change in order to better serve the organization. Understanding that there is a need to change does not lead automatically to a willingness to change, nor does it tell how to change.

Board Meetings

Robinson says that,

To get good at governance takes practice... The key is to seize as many opportunities as possible to give the board a chance to understand its job and practice it."

Rather than initiating a full-blown change effort, introduce changes as a normal part of the work of the board. Most board work takes place at the board meeting, so that is the best place to begin.

Meeting Agenda

Usually the executive director, with the board chairman, develops the meeting agenda. Sometimes creating the agenda is a last-minute rush. In other cases there is a standard format - approval of minutes, directors report, committee reports, and so on - from which the board never deviates. In either case, little thought is given to what goes on the agenda.

Careful preparation of the meeting agenda lays the groundwork for board improvement. The agenda should include only items that are important to the success of the organization, and that require the board's attention, guidance or approval. Here are some questions to ask of each item, before it is placed on the agenda.

1. Is this issue crucial to our success? Does it have significant bearing on our ability to carry out our mission? Does it relate in a direct and meaningful way to the attainment of specific goals?

2. Does the issue have a major impact on our financial health? Here the issue of scale comes in. Will the issue impact the bottom line of the approved operating budget? Does it involve a significant reallocation within the budget that will impact the completion of certain tasks? Obviously this calls for judgment on the part of the executive director and chairman.

3. Does the issue touch on the organization's values? Does it raise questions about what we stand for or how we behave?

4. Will action on this issue affect public opinion? Will the board be called upon to defend the action?

5. Will action place the organization in legal jeopardy? Is there potential legal liability?

Using these questions as a guide, the executive director and chairman should select only items that the board needs to deal with. For each item, they should make clear what is being asked of the board.

• Does this issue require a decision by the board? If so, what information does the board need to make an informed decision? Is there a recommendation, either from the executive director or from a committee that has been studying the issue?

• Is the board being asked for guidance and advice (but not a decision)? If this is not explicit, the board is likely to think it needs to make a decision, which then leads to confusion of responsibilities and authority between the board and the director.

• Is this on the agenda just to keep the board informed of an important issue as it develops? No decisions or actions are required at this time. There can be discussion to clarify the issue and consider strategies for addressing it, but no decisions need to be made.

Board members are volunteering their time for the benefit of the organization. They deserve meetings where the content has been thoughtfully prepared. They should also reasonably expect that the meetings will be well organized. This means that:

• They know well in advance when and where the meeting will occur.

• They know the major items on the agenda, and receive enough (but not too much) information about each.

• The meeting will begin on time, and end at a reasonable time.

• The meeting location, space, equipment and amenities are conducive to the work that needs to be done.

• Concise minutes will be taken, recording decisions and assignments, and sent to all members within a few days of the meeting.

Meeting Ground Rules

Once a thoughtful agenda has been set, it needs to be used to guide the work of the board during the meeting. It is useful to have the board establish its own ground rules for how it will manage its meetings. Once ground rules are set, it falls to the chairman to ensure they are followed.

Here are some suggested ground rules. Individual boards should select or create rules that work best for them.

1. Everyone should understand why an item is on the agenda, and what action is expected of the board, based on the questions presented above. It is the responsibility of each board member, if he or she does not understand why the issue is on the agenda, to raise the question.

2. The board benefits when individual members are able to voice differing views on an issue. This helps to ensure that board members are not ignoring important perspectives. It is okay to disagree, as long as positions are based solely on the best interests of the organization.

3. The board can only make informed decisions if it has adequate information, and if it understands multiple perspectives on an issue. This does not mean that everyone needs to know everything about an issue. However, a reasonable amount of time should be spent learning about the issue to achieve a level of comfort before being asked to vote. The chairman has the responsibility to keep the discussion on track, and to bring it to a close after a reasonable time.

Meeting Evaluation

Successful meetings are essential to successful board performance. Meetings are where the board acts as a body, carrying out its fundamental responsibilities. Thus, at the end of a meeting it is reasonable to ask board members how they feel about the meeting. This does not have to be an elaborate process. It can take the form of a few questions on a single sheet of paper, filled in at the end of the meeting. Or it can be a round-robin at the end, asking each participant to state what went well, and what might be improved.

Here are some questions that might be asked.

• Was this a worthwhile use of your time? If not, what do you feel was wrong about the way the meeting went?

• Did we stay focused on items that were important/crucial to the success of the organization?

• Do you feel you had adequate information upon which to base your votes?

• Did we spend too much, or too little, time on the issues?

• Are there issues we should have discussed that were not on the agenda?

• Did you have adequate opportunity to voice your opinions? Do you feel others listened and understand your point of view?

Between Meetings

Most boards use committees to get work done between full board meetings. There are usually "standing" committees—either written into the by-laws or by tradition—that match organizational functions: finance, programs, marketing, fundraising, etc. As with meetings, the key to successful committees is to make the work important and meaningful. The questions presented above to test whether an item should be on the board's meeting agenda also apply to the work of a committee.

Often committees work without a clearly stated purpose, or long after the original purpose has been achieved or become irrelevant. As a result, committees become a burden, unfocused, and an arena for mischief for board members who are so inclined.

To counter this tendency, committees should start from scratch each year. That is, at the beginning of each year the executive director and chairman should consider the purpose and composition of each committee for the year, charging each with important specific work. The chairman should meet with each member to discuss which committee or committees the member would like to serve, based on the member's desires and the needs of the organization.