Nonprofit boards are weird
cold-takes.com
cold-takes.com
If the money is being spent to drive the mission of the non-profit successfully no one cares. We show up for the board meeting, order sandwiches, and ask questions. And plan the next meeting.
If the money is not being spent effectively or the mission isn't being met well we ask questions, sometimes offer advice, or raise more money. Maybe staff need to be changed or a new director hired. The board does not need to know the technicalities of the non-profit it just wants it to be governed with good care.
You can't operate a non-profit the same technique as a for-profit. They are orthogonal in duties. A true non-profit has to spend almost every dollar it takes in. The board is all voluntary and there is nothing in it for them, except those sandwiches!
a distant (but not insignificant) third is strategic direction, which is often what we imagine board members do, but that's a relatively minor part of the role. some board members might have some operational input, but that's usually not expected for any but the smallest non-profits.
The executive director was in charge strategy-wise, the rest of us were along for the ride. Because of my particular role, I had considerable say over which artists were involved, but almost no input on overall direction.
Because of the fundraising focus, it could be stressful at times (there's never, ever enough money), but working the government systems was very educational and I'm very happy about the time I spent doing it.
Although this is a common structure and plan, there are plenty of nonprofits structured differently than this--especially if the nonprofit is small and has only one or two employees, or maybe none at all.
In which case the board does work on the ground.
We actually pay quite a bit of attention to financials and discussing them takes up a decent chunk of a board meeting including whether fundraising letters are going out (and reviewing them), overall financial situation, lease renewals, larger purchases, etc.
As for responsibilities, I'd say it's a bit of a mix. There's an executive board--which I'm on--where specific responsibilities are pretty clear. The rest of the board probably much less so other than showing up for meetings.
>A true non-profit has to spend almost every dollar it takes in.
We certainly try to have a reasonable reserve. And, fortunately in recent years, we've been able to fulfill the basic mission while staying in the black.
> A true non-profit has to spend almost every dollar it takes in.
Can it spend them on... salaries?
Wasn't the New York Stock Exchange a nonprofit organization for quite some time?
Nonprofits don’t have investors who are watching their own personal financial returns carefully. The “returns” of a nonprofit are the mission. So the board has to do the work to verify that the money coming in is being used to advance the mission. You have to pay salaries to do that of course… but not overpay.
> Wasn't the New York Stock Exchange a nonprofit organization for quite some time?
Yes and the NFL is a nonprofit today! It exists as a neutral body to organize the league. The individual teams are for-profit.
Keep in mind that profit maximization subject to a budget constraint and cost minimization subject to an output constraint are equivalent problems. A non-profit ought to minimize the resources expended to achieve a given "mission" or maximize the amount of "mission" it can achieve for a given amount of resources (depends on the circumstance), but achieving those does require it to act like a profit-maximizer.
In reality, non-profits are promotional vehicles and power exercises for people behind them with "mission" being secondary. And, obviously, people who are involved in non-profits do personally profit (reputation, influence, networking -- and in some instances by steering non-profits to spend money on things that benefit their other directly profit making activities).
In addition, the more people there are on a board, the less likely it is to do anything, thus leaving the executive director to run the show.
The board is often for show. Yes, the same may be true of many for-profit businesses, but the degree is much higher at nonprofits. Often, the board is there for signaling purposes: https://seliger.com/2012/03/25/why-fund-organizations-throug.... Nonprofits are more like businesses than most people realize: https://seliger.com/2012/09/02/why-nonprofits-are-more-like-....
So, as in many things in human life, there is the nominal, stated function, and the actual function. Board members are often cultivated for their ability to donate, not govern (or, sometimes, their ability to provide political cover). Volunteers are similar: https://seliger.com/2014/04/20/volunteers-nonprofits-really-....
I suspect the author of "Nonprofit Board Are Weird" knows or suspects much of this.
There’s the lifecycle of the non profit board
https://boardsource.org/three-stages-nonprofit-board-lifecyc...
Which describes different levels of engagement.
And also the life cycle of the organization.
https://socialtrendspot.medium.com/where-is-your-organizatio...
I do agree that many non profits function because of the will of the ED / CEO and a small group of staff.
Volunteers are always interesting - and depends on the board.
Some boards become obsessed with adding people to the board. Many boards have little to no on boarding process. It’s kind of like being hired for a part time job, and then being told that you come into work once a month/quarter/ annually.
(This is an exaggeration to make the point).
Many times the most functional boards are those that embrace working on governance and fundraising.
I agree 100% about adding board members for the ability to donate, or political cover. The right board members can add instant credibility to your organization.
Unrelated — grant writing can become very hard work! I am glad you are helping organizations navigate that process.
Being a member of an exceptionally well run club in which I was one of the youngest members was one of them. This club wasn't strictly a volunteer group but it put on fund raisers twice a year which turned it into one.
Successful volunteer groups have a number of things. They have a leader with some sort of coherent idea of what we should be. They have a stream of new enthusiastic members that can muscle through plans and projects that are at risk for falling apart. And they have old members who are practically spectators, and whose primary contribution (besides perhaps being a reliable source of dues) is as story tellers. They know Chesterton's Fence. They can tell you why it's there. They remember who has helped the club out of scrapes, and whether they are likely to do so again or that charity has run out.
The oscillation in clubs comes when the leadership gets too involved, too invested, and either burns themselves out or starts alienating people. There's something to be said about keeping things a little at arm's length.
A group I used to work with went and turned themselves into a non-profit, and created a board. The board was half people who most of us had never heard of, that in theory could open doors, most of the rest were sort of honorary titles, bestowed on the more gregarious long term members but not necessarily the people I'd want in that position. I moved around then so I don't know how or if that board has strayed from the group culture before they formed.
The other thing I'd add as a nonprofit board responsibility is to be the final owner of the organization's mission and values, and to make sure the organization sticks with them. To a large degree, this is deeply entwined with evaluating the CEO, since one way a CEO can fail is to let the org drift off mission or fail to live up to its core values.
Another thing I'd add, at least for smaller orgs with few employees, is that the board can be part of regular long-term strategic planning (1+ year plans) and budgeting discussions. But of course this requires a more-than-normally engaged board to be useful.
What scares the sh&t out of me is being financially responsible for anything any volunteer ever does (and possibly that not being covered by the insurance). None of the comments so far mention that either. Is that fear overblown?
>Board members who can't say much about where they expect to be highly engaged, vs. casually advisory ... don't seem like great bets to step up when they most need to (or stay out of the way when they should)
Indeed, I have no idea what I would do, so probably I should stay off.
I don't think it's overblown, and should be something to research and understand. I'm on the board of my condominium corporation (same idea as an HOA), and there are specific laws outlined in the Condominium Act here in Ontario around directors, as well as the corporation declaration and bylaws.
To try and briefly summarize, there are two things that largely protect directors in my case. First, the corporations insurance policy, includes directors liability insurance. So the corporation is purchasing insurance that covers all directors. It's actually in the law that the condo corporation shall purchase this insurance if reasonably available.
The second, is so that people actually volunteer for these boards, the laws for the most part will hold harmless a Director that is acting in good faith. And there is context, that the board is expected to be made up of individuals with various background and no specific expertise or qualifications.
There are carve outs for certain specific breaches. But it's mostly in the realm of your not covered if you breach your duty to act in honesty and good faith.
In other contexts I don't know the laws, as I operate on a board specifically governed by the condo act in Ontario. But if you are considering boards in other jurisdictions, I do believe it's prudent to do some due diligence and understand potential liabilities. But in most jurisdictions I'd expect fairly strong protections for board members.
I hang out with one of the "gleaners" (the people who pick up the unused food from the supermarket), a former engineer, and he seems to be the business sense of this operation. They've been inspected by the big, successful food banks, so it's not some fly-by-night operation.
(And in general - if you aren't a savvy big shot, then you want to be fairly involved with any organization that you're a Director of. If only so that you don't look stupid, if things don't go well.)
There are certainly best practices out there, as nonprofit management is a very developed "industry" in the United States and I suspect other countries as well. I don't know why he had trouble locating this information. Identifying a capable and engaged executive committee and limiting tactical committees and projects in favor of strategic planning will go a long way to making for an effective board.
Small nonprofits will seem chaotic as there are too many things to do, (usually) no full-time staff to manage it, board members who don't participate and/or make demands that are not practical, poor financial management, launching important tasks that are never completed, and badly written bylaws at foundation that cause problems for years after they are written.
If you're aware of good references to check out, it would be helpful to list them here.
First and foremost, board members are volunteers. They need to be people who are invested in the organization and its mission, and would be available to help as needed. They're also consultants. The board I'm on has people with expertise in HR, finance, accounting, marketing, medicine (very useful since COVID), economics, education. All of their experience is incredibly valuable in different ways, especially since the non-profit ("medium"-sized at 1.5MM annual revenue) can't really afford those roles.
Engagement and responsibility has been a challenge for us, but we've addressed it by keeping up on best practices, which includes self-evaluation of the board and its members. As a result of that, we've invested in our onboarding process so new board members know what expectations and responsibilities are. We have various committees that focus on certain areas (e.g. finance, governance, fundraising, strategy), where board members meet outside the formal bi-monthlies to engage with staff more directly and help guide and support the organization.
Overall, I've had a great experience being a part of this org. Maybe the board I'm on is just a unicorn...
As the org has grown we have had less need for nitty-gritty skills and more need for high level thinking and directional strategies.
There are certainly plenty of dumpster fires in the non profit world, but I doubt it is that much different from the business world.
Karnofsky co-founded a very successful charity evaluator 15 years ago then moved on to co-founding and leading a grantmaker that has a budget in the hundreds of millions a year. I doubt any flaws in his analysis come from not seeing enough orgs and hastily judging.
There are usually vacancies and poorly-contested elections for the position, even this year when the director resigned and the town had to search for then hire a new one. The job has a fair amount of influence on a critically important part of civic infrastructure, but people don't seem to be stepping up to do it.
Every time there's a vacancy I took at the state handbook that describes what your job should be if you're one of these trustees and I decide I am not confident I could do those tasks as well as the job deserves: https://mblc.state.ma.us/for/2012-Handbook.pdf . It's a LOT!
Of the two nonprofit boards I've been on (one very well functioning, one not so much), both have had highly engaged board members.
He also seems to be assuming mid-sized or larger nonprofits. For nonprofits with very few employees, or low budgets, board members often are brought in for their expertise, and their willingness to get in and do the work that would be done by employees in a larger nonprofit. If you can't pay them as employees, and they are volunteering their time and expertise and are highly engaged, it makes sense to put them on the board. Why wouldn't you?
I think that's it in a nutshell. Or super ambitious nonprofits gunning for Effective Altruist funding by having the most Silicon Valley approach to operating and expanding possible.
In the rest of the nonprofit world, the board member with the legal background is there for legal advice, the one with the media background to help promote its work; if both of them think performance metrics is one for the board member with the accountancy background to look into rather than for them to study and challenge, that's fine And firing the CEO (an experienced middle manager who took a massive pay cut to get involved) for not hitting KPIs is wayyy down the list of useful things they could be doing
I think that's really the kind of org he's trying to talk about, even if he doesn't spell it out as well as he could. Some of these small orgs tend to be more tight-knit and the board is more of a formalism, overlapping in large part with the operations. There are certainly some small orgs that I think you can hold his analysis up to, though.
Mostly paying attention to large nonprofits aligns with his experience founding one of the best-known charity evaluators in the world and then spinning off to co-found a multi-billions-backed grantmaker which is giving out hundreds of millions a year and trying to ramp it up.
Because the thing is, the customers of the nonprofit are the donors which purchase the marketing story of nonprofit and nothing else. It is sort of like bitcoin, there are no fundamentals, just the hype and hope and that is the only fuel needed. The actual programmatic activities of the nonprofit do not need to bear any resemblance to the marketing story the donors purchase. If you are very good at telling that story, you do not need to answer to the donors at all on the real performance metrics of your org. A very large donor may demand to see these fundamentals, but you don’t need them if you have smaller donors. Grant making foundations also often demand fundamentals and measures of effective philanthropy, but you can avoid taking any grants that expose you to too much governance.
And finally the board tends to be the society of friends of the CEO, so they very rarely do anything but use their connections to boost the money and influence of the org.
In the end; the CEO does not need to answer to the board, the donors, the beneficiaries, the shareholders, the IRS, the Gates foundation or the employees. They answer to their own conscience.
For companies that either are already public or are in the pipeline of venture capital start up to acquisition or i p o, the board dynamics can be very interesting and well dynamic.
The main difference is that in this case the people who sit on the board, the startup founder CEO usually, and representatives of the various investor groups, have usually done this before and have a play book. Their objective is to maximize the return on their investment, and that's what they do professionally.
Unfortunately, in my experience, in spite of the fact that this should result in a much more functional and experienced Board of directors, somehow things still end up getting pretty weird in a lot of cases. It mostly comes down to Ego and head games various directors seam inclined to play, often having to do with previous interactions or rivalries between investor groups. Also, CEOs are often cut from a certain type of personality cloth that plays into this gamesmanship. I'm not talking about the founder CEO , I'm talking about the CEO that was brought in to scale the company up and prepare it for acquisition or public markets. He ( it's almost always a he) needs to think about his own career, especially if things aren't going as well as everybody would like to think they are. It often boils down to a game of prisoner's dilemma.
When this sort of thing gets out of hand, it can begin to feel like some sort of five dimensional poker game where you don't even know the rules. A bit like the game Mao if anyone remembers that.
Since the board members are almost never the people implementing the decisions, the plan is much less likely to get executed. The decision needs buy-in from the CEO and then the employees. Since the board members don't spend much time with the CEO and employees and they have a very different view of things, that buy-in is likely to be weak, so the plan gets watered down every step of the way.
Really makes you realize why things are so inefficient in public organizations and politics.
In a two person startup, if the founders decide to do something and they are the people executing on that decision, the task is very likely to get done fast and in full. If a non-profit board decides to do something, not so much.
* Definition of success: With for-profit boards, there is a clear shared view of what the long-term goal is: value creation for shareholders. While there are lots of healthy debates about how that is accomplished, they are all in the context of the same goal. With a non-profit, each board member may have their own view of what the org is ultimately trying to accomplish. Further, these differing views may never be surfaced in open conversation, leading to people talking past each other a lot.
* Incentives: Related to a shared view of success is the issue of incentive. Many private company board members are shareholders and have a clear financial incentive to make the company successful. I won't go so far as to say this creates accountability, but it does serve as a clear motivator to be engaged. Non-profit directors have nothing at stake that creates an incentive for engagement. If anything the incentive may be a friendship with other directors or the ED, in which case, the incentive is to maintain the relationship with that person rather than do what is best for the org (a common cause of dysfunction). This is a particularly acute problem when it comes to the most important issue a board can face: when and whether to replace a CEO. Most non-profit board members have no incentive, or a negative incentive, to engage in such a difficult conversation.
* Size: Non-profit boards are often very large (10+ people), while private company boards are usually 5-7 people. Size makes everything harder, and leads to fewer meetings, less discussion, and less engagement.
* Skill sets: Non-profit directors are often recruited with the primary goal of fundraising. They often have little to no board experience and may not have any experience with governance of an organization of any size in either a director or executive capacity. In my experience, even the ability to read simple financial statements is rare, much less the ability to think strategically about where to take an organization or how to scale it.
Random celebrities with no clear stake or responsibility sounds like a bad idea.
I've seen a few non-profit boards in action and they're filled with a couple people who really care about the cause, and the rest really care about their egos and like the title of board member.
While this is likely the case for for-profit boards, but having skin in the game really matters for engagement and motivation. Try watching a sports game with money on the line and another without. The difference is huge.
This can be by design if what's in the TV show Ozark reflects the reality. Powerful people need a charade to exert their influence while avoid accountability.
Now if I want to help people, I give to a hobo in the street, or take time for someone I know.
I don't trust NGO to handle money with care, or honesty, nor do I think most programs bring more benefits than problems.
If a for profit compaby goes belly up, do the board members suffer any real consequences, apart from perhaps not being invited into other boards?
They don't seem to suffer any consequences, and yet they really should. Let's look at Yahoo [1]. This is not just a story of Yahoo losing a technology race. It's a story of an incompetent board. The race was already over in 2008:
> Yahoo had a chance to sell for $44.6 billion in early 2008, when Microsoft made an unsolicited offer.
They turned it down. 8 years later:
> Today, Verizon said it is buying Yahoo’s core businesses for $4.83 billion.
So, instead of taking 44 billion when it was offered, they ran it down to less than 5.
[1] https://qz.com/741056/the-stunning-collapse-of-yahoos-valuat...
Of course, I'm personally sad Microsoft didn't buy Yahoo, because I was sure I'd get a free Xbox if they did. OTOH, I think Microsoft would have been a poor host for Yahoo, and there were a few more good years left. Of course, the Microsoft searh deal went rather poorly. I left in October 2011, for many reasons, but not selling out to Microsoft wasn't one.
Still, $44B!
Funniest shit I've heard all week. Once you get above a certain level (C-suite or board level), you only get in trouble in very specific circumstances. Most of the time on for profit boards you get paid to sit on your ass and meet in emergencies or annually or quarterly.
HP used to be a proud, if boring, company, the flagship of the Valley. Their people were great to work with. They were ethical. You could spend your whole career there and many people did.
Then they had Fiorina, the diva and drama queen, and then Mark Hurd and more mergers and would-be mergers than you can shake a stick at. There was a public shareholders' meeting at Flint Center because interest was so high. Where was the Board in all this?
Getting on a board in the small-nonprofit world is all about sufficient interest, dedication, and somewhat on a willingness to give. In my experience, most small-to-midsize nonprofits are willing to take about anyone who demonstrates dedication to both the cause and organization in the form of sufficient volunteer time and willingness to do what is needed to advance the cause. The people running the show get to know you, and eventually invite you in.
But getting on a board in the for-profit world is all about who you know and the contacts you bring. In a lot of ways this is very similar to the large, well-funded, well-staffed non-profits, where they don't really want your expertise, but do want your money and your contact list.
As far as consequences if things fail: your donors will likely hate you.
It is hard to get onto big corporate boards, but being on nonprofit boards is a common stepping stone.