My Guest:
Gene Takagi: Build Your Best Better Board
Gene Takagi returns! He’s got strategies to help you build the diverse, effective, thoughtful, appropriately-sized, well-trained board you deserve. He’s our legal contributor and managing attorney of NEO, the Nonprofit and Exempt Organizations law group.
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Transcript for 530_tony_martignetti_nonprofit_radio_20210322.mp3
Thanks, Tony. It’s great to be back. How are you? [00:01:59.94] spk_0:
I’m doing well. Thank you. It’s always a pleasure. Many, many years. It’s a pleasure. Each time you’re you are teaching us what’s important, what we need to keep centered. What’s, uh where are ships Should all be facing in the same direction. So what direction is that? You keep us. Keep us on the straight path. I appreciate it. I know our listeners due to thank you. [00:02:06.34] spk_1:
Thank you, Tony. [00:02:23.84] spk_0:
Let’s get started with your building. Your best. Better board. We’re not We’re not gonna We’re not going to settle on nonprofit radio for your lackluster better board. We want your best, Better board. And I think the place to start is with board roles. So what are we expecting our board members to do? [00:02:52.74] spk_1:
Yeah, I love this conversation, tony. It’s actually one of my favorites. And yeah, it was probably Gosh, it was early on, I think when we first talked a little bit about boards getting sort of distracted from doing the financial oversight and forgetting to do some of the other things that boards are supposed to do. Um, and, you know, part of what we talked about could have been, like 78 years ago was like, Hey, somebody should be over overseeing. You know, whether the program’s doing Are they having an impact or not? Are they really furthering your mission in the way that you want them to? [00:03:11.94] spk_0:
You know, I have to remind you you and I did a mock board meeting one time, and either you threw me off the border. I walked out. I forget [00:03:15.22] spk_1:
which [00:03:30.04] spk_0:
back in the old studio was many years ago. I don’t know what we’re talking about. Something board related, obviously. But, uh, yeah, either I got booted off or I walked out and quit. I forget, uh, we’re trying to avoid that. We’re trying to avoid that in our best better board, [00:03:32.54] spk_1:
but we’re definitely going to try to approach any of these things with extreme tact [00:03:37.84] spk_0:
I lack, which I often lack. I probably walked out. I probably quit or something. [00:06:01.14] spk_1:
Yeah, just just overall, the same financial diligence is great. So take a look at the financials, make sure you understand them and make sure that the organization is able to pay off its debts that they become do that you’re not sort of bleeding money and just managing your financial assets. But non profits exist more than to produce a financial bottom line, of course. So you know in the for profit world boards and probably got a different duty, maybe a little bit more. I mean, everybody has to act in the best interests of the corporation, right? That’s a fiduciary duty. But what is the best interests of the corporation for for profit? Oftentimes it’s associated, at least in large part the benefit of its owners or shareholders. But in the non profit, there are no shareholders or owners, right? It’s for the benefit of advancing the mission. And that’s what the board has got to remember, that it’s got to be purpose driven. It’s got to be, um, acting in furtherance of the mission ahead of everything else. Um, and the one caveat I’ll add to that which we may have talked a little bit about before, as well is you’ve got to add values to that statement, so their values probably baked into your mission statement but also baked into the organizational culture. So if our mission is to feed people who are experiencing homelessness or a lack of income, resources or we’re not just going to throw food out in a trough, right? You know that might be the best way or the most effective way to get as many people fed as possible. But that would be completely inconsistent with anybody’s values. Or so values and mission sort of go hand in hand, and focusing on that is really important. So not just financial oversight, the programmatic oversight the role of the board has got to look forward to. You’ve got to set the path with those values and mission for the organization’s future, not just looking behind you, but looking ahead, um, and so guiding the organization with those thoughts, acting as ambassadors, getting the feedback from the environment about what challenges and what opportunities may be out there. Those are all things the board can bring back to the executive and to the staff, sort of to help them do their best. [00:06:44.34] spk_0:
And these are all very, uh, lofty. And and, um, I don’t want to say pedagogical, because that makes it sound like they’re not grounded, but But these are these are very we haven’t even talked about. You know how many board meetings you have to attend in a year. And how many subcommittees you have to serve on? You know, we haven’t gotten to that yet. You know, we’re talking about the the ambition, but it has to be centered. It’s It’s like you said. It’s the mission and values of the organization. I mean, if someone doesn’t respect those, then you’re not gonna get your best better board. You’re going to get a crappy person. Maybe it gives a lot of money, but ultimately, the ships are not sailing in the same direction with all the board members on each one. [00:06:50.14] spk_1:
Yeah, I think that’s right. And I loved your introduction about having the best Better board. Not this lackluster, [00:07:13.34] spk_0:
lackluster better. But yeah, that’s for other podcasts, not on the radio. We don’t tolerate lackluster mediocrity, mediocre better boards that we want to. We want the best Better board. All right, so So it really it really does start with loft and ambition around around Mission and values. [00:07:15.74] spk_1:
I definitely think so. [00:07:29.44] spk_0:
Yeah. Okay. Okay. So now let’s drill down. I mean, in terms of what we’re expecting the board to do, you have to be up front with what these expectations are and that that happens in recruitment, right? Not not in their first board meeting. You should be explaining the expectations while you’re talking to somebody about joining the board. Not after they have joined. [00:07:41.54] spk_1:
Absolutely. And too often. I see tony and I don’t know if you’ve experienced this as well, but somebody tries to recruit you onto the board and they go, It’s really not that much work, you know. It’s easy. Um, well, that’s going to get you a lackluster and maybe not even a better board. So, [00:07:59.57] spk_0:
um, [00:08:45.54] spk_1:
yeah, so it really is about setting expectations of Hey, you really believe in this mission and you have the same values that we’re trying to move forward with. Let’s do something great with this organization. Let’s make a great impact here. This is These are the kind of things that we expect of our board. This is how often we meet. You know, this is, um, what we expected each board member in terms of attendance and in terms of maybe making a meaningful contribution. I don’t like set amounts because that can hurt diversity and inclusive inclusion. But a meaningful donation to to the organization it could be in time if not in money or in other ways. But the expectations, I think, need to be spelled out in front before you actually invite somebody onto the board. [00:09:00.24] spk_0:
And when you’re spelling them out, I mean, do you Do you like to see a writing a document with, you know, Please take this home with you and consider consider, as we’re having our conversations about about you being on the board, consider all these things like you give them a document to read or just a conversation. [00:09:24.64] spk_1:
I think both tony. So I I you know, it may depend upon the organization how formal they get, but if you do actually have a recruiting sort of policy or procedure or recruiting committee in place, I like to put some things down in writing just to make sure that we’re all on the same page and letting people know what the organization’s expectations are and how often boards meet. And if there is a meaningful contribution, expectations all of those things up front. So if somebody is not interested, they can right away say, you know, this isn’t for me, you know, I like what you do. But it’s not for me and another person who might say I’m really interested in doing all of those things. You know? I’d love to be a part of your board, [00:10:11.94] spk_0:
All right? So be upfront about expectations. There’s no point in in concealing the work and the requirements, only to have the person blindsided when it comes time around, when it comes time for each board member to make their annual contribution. And and And they didn’t know that it was supposed to be a meaningful gift or they didn’t know there was a board giving requirement of any sort. You know, when it comes time to assign committee. So I didn’t know I was gonna be on a committee. I thought I just came to board member board meetings four times a year. Now we have committee meetings to I didn’t know about that, and then you set yourself up for a disaster. [00:10:46.54] spk_1:
Yeah, I think that’s right. And if you if you start to um, the danger of it is is you don’t want to just sort of create this list of these are the things you have to do for the organization to run. You’ve got to always again relate it back to the mission and values. This is why we love to contribute as board members to the organization. Because this is what impact we can have. And this is the direction we see ourselves going to be able to have even greater impact. So you just keep reinforcing that message to get your best board members. [00:10:55.74] spk_0:
You let me ask you a question. Are you Are you, uh Are you by any chance, playing with a pen or or anything? [00:11:02.14] spk_1:
I am not rocking back and forth on my chair. [00:11:06.44] spk_0:
And I know there’s, like, a little clicking, and I’m not. I know you’re not. I know you’re not typing like you’re not writing a document while we’re talking [00:11:13.94] spk_1:
about you’re [00:11:14.15] spk_0:
writing a client agreement or something. [00:11:16.51] spk_1:
Typical things you expect from a lawyer, right? [00:11:32.14] spk_0:
Yeah. You double bill your time, right. You get $800 an hour billed to clients at $400 an hour. You’re sitting in one’s office. You’re doing the work for the other. No. Okay. No, you’re not. Your hands are free, okay? I don’t know. There’s, like, little the mice are clicking or [00:11:33.26] spk_1:
something. Maybe I’m rocking in my chair. I will try to hold back my enthusiasm. [00:12:18.04] spk_0:
Okay, Alright. It doesn’t It doesn’t sound like that. Okay, Well, listeners, I can’t identify the sound of the but I’ll call it out because I’m not going to keep it quiet because we all hear it, so we’ll talk about it. Well, I don’t know what it is. This little tapping, clicking my mouse sound. Let’s talk about diversity. This should be a value. You and I have talked about this. We’ve had heartfelt conversations a couple of times about white male power and using that power and sharing power. And so let’s talk about diversity as a value for your board. How does that play into what we’re talking about? Your your best. Better board? [00:14:50.74] spk_1:
Sure. You know, for the organizations who have responded to sort of this increasing understanding and awareness that diversity is an issue in various aspects, not just on board composition, but in the way our infrastructure as a country and even as the world is designed where, um, people who are in positions of power, no matter what race or gender or whatever, whatever they are tend to create systems that keep themselves in power. And so diversity has this great benefit of saying, Let’s take other lenses and look at what we’re doing. And look at the world that we’re in, um, for nonprofits, especially the world that’s directly impacting what we’re trying to do out there for. The people were trying to do it for what is impacting it, who is being affected the most, Um, and if that’s important to to organizations and their leaders, then I think they’ve really got to embrace diversity, not just by saying it, but by actually putting action steps into what they’re doing, Whether that’s going to be building it into true board diversity with inclusion. So not making people feel, you know, like they’re they’re just a simple tokens of taking a better picture but really being able to contribute to the power of the organization to address things that other people may not have seen. So, you know, I may identify with people who I relate to, but I may have very little understanding your perspective of people who are different from me who congregate in different circles who have different ideas. Um, and we have to think about all of those things, especially for serving a classic. Beneficiaries that are board members may be far away from. So if we have a board that’s more privileged, and we are helping a lot of people who don’t have some of the privileges that the board may have in terms of representation, how will we ever see the world through their lens? How will they understand? How will we understand where services are doing from their eyes? So trying to to get that diversity in an inclusive matter for purposes of increasing equity, I think, is a value that non profit should strive for. [00:16:11.94] spk_0:
It’s time for a break turn to communications relationships. They’ve got the relationships with the media outlets so that when you need to be in the news, when there’s a news item that you need to comment on, your voice needs to be heard. Turn to has the relationships to get you heard. It’s not cold calling. They have the existing relationships. They give it like gifts. You get a lot of gifts from cold calls. Do you get any gifts from cold calls? You get your best gifts from cold calls. If you’re doing cold call fundraising. No, you don’t. Of course, it’s the same with media. The relationships are in place. So when you want to be heard, turn to picks up the phones and leverages those relationships That way you’re gonna get heard. Turn to communications. Turn hyphen. Two dot c o. Now back to build your best. Better board. Diversity has to be centered. Um, but And you wanted to go deeper than just like the board should reflect the community or the board should reflect those we serve. You mean you’re looking for something deeper than just reflecting an environment? [00:18:17.04] spk_1:
I think so. So it is reflecting different perspectives as well. So I think traditionally, we thought of it as a skills based diversity. Like we need a lawyer. We need an accountant. We need a financial manager, a fundraiser on our board. And then we became all a little bit more woke and we said, Hey, we need racial diversity in our organizations. Um, but we didn’t say why that was or many of us didn’t say, why do we need racial diversity in our organizations? Is it simply to make it look like we embrace diversity and we take the better picture? Or is it because we want a true understanding from somebody else with a different lens and perspective? Who could tell us if there are gaps in our services for their communities? If there are gaps in the laws that are creating inequities that affect our mission as well? So the more we get these other perspectives, whether it be from a racial diversity angle from a disability angle, which I think is increasingly a really important thing to look at as we are facing an older population where disabilities are highly, you know, they make up a great percentage of our organizations and they’re kind of sort of the the unseen Group in many ways, um, we’re just getting started on addressing some of those concerns. But, um, the way we serve people can really miss many of those that are impacted, that that would be true beneficiaries of our service if they could access our services. But if we don’t make it accessible to them, then we just missed them, and that may be completely unintentional. But if we don’t have people who can identify and spot those things because they live it, um that would be, you know, short a shortfall in leadership. And that’s where we have to sort of address, Um, taking a look with a much broader lens and not just in our boards, but in our programming, in our staffing and just getting more awareness and bringing more lenses to what we’re doing. [00:18:55.54] spk_0:
Let’s talk about bringing someone new to the board because we’re gonna be recruiting our new board members that are going to be part of our best better board. So now if we’ve recruited the right people, we need to socialize them to the organization. It’s more than I think. It’s more than just formal training. You know, the the organization has a culture. The board has a culture. Hopefully, they’re healthy. Let’s assume, but let’s take that. Let’s assume that these are healthy. Culture is not. Not. Cultures were trying to reverse, uh, you know, like intolerance or something. But healthy cultures. There’s a formal training and an informal training. [00:20:26.74] spk_1:
I absolutely agree with you, so you know orientations can start even at recruitment. But once you decide that you want to elect somebody onto the board and they want to be part of the board and you elect them. I think it really is important now for them to be ingrained in what the organizations and the board culture is, what the priorities are getting a better sense of what the programs are. I’ll confess. I’ve been part of boards where I may not have a very good understanding of some of the programs. I get lost in some of, you know, again, the financial reports and maybe one program officer. You know, a year shows up and describes their program well, that that’s not really giving me a full sense of what the organization is doing. So more of that, um, is really going to be beneficial. Um, it will also help in sort of preventing there from being this wall between who the board is and who the staff and who are. The people that are actually implementing the program are other than the executive director, so boards often just meet with the executive director. But in an orientation or training, I think more deeply getting ingrained and that’s a board staff retreat. Joint retreats are good things. Board buddies and maybe a board staff buddy system could also [00:20:31.34] spk_0:
is that like is that a mentoring board board buddy? [00:20:53.34] spk_1:
Yeah, I think it could be partly mentoring, but I think the relationship really extends both ways, right? We can get more information from an outsider’s perspective to help the organization, and when they have fresh eyes, they may see different things. So instead of just saying, I know more than you, I’m going to mentor you. We can be buddies and learn from each other. [00:20:56.64] spk_0:
And then you mentioned staff buddies, too. [00:21:21.34] spk_1:
Yeah, I I don’t think it’s a bad idea for boards again to get more involved with their staff. We don’t want to micromanage. So there is this fine line there. But just getting an understanding from the staff about what they see in the organization, I think is important other than the executive director who may be the one who attends every board meeting. But if we just see one other staff member once a year, that really isn’t giving a sense of what is going on and what the organizational culture is. We might know what the board culture is, but do we really know what the organizational culture is? [00:22:10.34] spk_0:
If it’s a staff buddy, it’s not only micromanagement, from the board member down. But then you also have to be conscious of the staff member trying to leverage a relationship with a board member like trying to do something or avoid doing something that the CEO may want or their vice president that they report to may want or something. You know, uh, that just it has to be managed. That’s all. Just You have to be conscious of the possibility of somebody exploiting and a relationship with the board members saying things that are inappropriate. The board members. [00:22:52.14] spk_1:
I think this has to be designed with a consultant who really understands the area because you’re absolutely right. Tony. Yeah, if you if you aren’t careful, what you’re doing is you’re creating people going behind the executives back to make complaints to board members. And that’s not what the purpose is. So it might be controlled by saying, Hey, the board staff buddy thing is a meeting of the board and staff person in a joint group in a group where we’re all meeting in different corners of the room and just talking about certain specific topics so it can be regulated a little bit more carefully with rules of the game spelled out in advance. This is not a place to complain about employment issues. This is Yeah. [00:23:04.34] spk_0:
Um, what do you like for board terms? What do you have? Advice? Two years? Three years? Should How many? How many years or how many terms should board members be allowed to continue on? [00:24:00.64] spk_1:
Um, there’s there’s not, you know, one specific answer. I hate the lawyers. Answer. It depends. It does. But let me just say in a large number of cases, I like the 2 to 3 year term, both balancing a little bit of need for continuity and giving a fair expectation to a new board member of that. This is not just going to be a one year thing and you’re out. Um uh, and I like to have board terms to make sure that the board doesn’t become very insular and its thinking and in its diversity by keeping board members on perpetually until they’re ready to resign. It also makes it hard to ever remove a board member if people think that they have a right to serve on the board forever. So I kind of like board members not to be on board for, like maybe five or six years. Um, having said that, there are times [00:24:02.67] spk_0:
when to not be on for five or six years [00:24:04.99] spk_1:
to beyond that [00:24:08.44] spk_0:
beyond. For five, like maybe two, 23 year terms, two year terms or 23 year terms of the most [00:24:41.64] spk_1:
something. Something like that. Now, a lot of exceptions to that, if you have, if you had trouble building aboard and you have some great champions on the board. But those have been kind of the long term people who really know and really invested, and everybody else has been sort of lackluster. Um, I don’t think you should kick off your strongest board members, so you have to really think about that before you implement it. It is sort of an idealistic goal to have those term limits and, um, 2 to 3 year terms. But in other situations, I would say one size doesn’t fit. Also, take a look at your own board composition first before you make those type of decisions. [00:25:19.94] spk_0:
What about in terms of socializing to the board, having social events for the board? Occasionally, Maybe it’s a dinner after a meeting. Um, I wouldn’t have cocktails before a meeting. But you could have cocktails after a meeting, you know, trying to get the board to get to know the members, to know each other outside the board. What else do you do? You go skiing, you go snowmobiling. You know, you’re a Fisher fisherman. You know things like that. [00:25:26.34] spk_1:
Yeah, I love that idea. I’ve even had cocktails before boarding. So, [00:25:31.63] spk_0:
uh, all right, [00:26:10.84] spk_1:
but yes, um, for board members to trust each other and to be open to each other’s ideas and respect each other, the more you know each other, the more likelihood that that’s all going to happen and that you’re going to actually build the board culture rather than have people who don’t know each other who are trying to get out of the meeting, to watch a basketball game or be home with their family and sort of sit and say, This is my duty. For the next hour, I’m going to sit here, take notes and listen and try to do my job. But think of it just as a job. It’s going to be less productive. I think that if you come in and say I love these people that are kind of get to work with. And we’re trying to build something great so we can make change in the world or in our community. And so I really like coming to these events and getting a sense of it. Sometimes there’s, you know, those ice breaker things you know, for five or 10 minutes in front of a meeting that can be hit or miss and oftentimes a [00:26:33.10] spk_0:
miss. How many people can you talk to in 10 minutes? [00:26:35.46] spk_1:
Yeah, and that’s another reason why you shouldn’t have too big a board as well. If you have 50 people at a to our board meeting, how many people are going to get to [00:26:51.84] spk_0:
talk, right? That’s yeah, So I know that I know your answer is there’s no hard and fast answer for this one. But since you just let into it, share your advice on on board size, [00:28:13.54] spk_1:
Yes. So my maybe not so helpful advice is not too few and not too many, um, that if we dive down a little deeper, you need, um or you’d like to have as many board members as you can utilize to help you govern the organization and help the organization and the board do its best job. So if that number is eight, or if that number is 15, that’s, you know that may be your ideal board size. It’s more important to me to get the right people on the board, um, rather than the right number. But if you can, if you have less than five and you’re a mature organization, I start to worry that you’re gonna lack that diversity in many different perspectives. Um, and if you’ve got more than 20 I have a feeling that a lot of board members feel like their contributions are not being heard because they don’t have an opportunity to sort of verbally contribute, especially if there are few dominant board members at meetings and in a two hour meeting, even 20 people are going to have a chance to say how much about how many issues it will be very few. So to really think about that, and you want to encourage board members to attend every board meeting, not just sort of half of the board meetings or think that they can take a free ride because you’ve got enough people to do that job. I’ll just help on a committee. You don’t want them to feel that way. You want them to feel very invested. [00:28:31.24] spk_0:
So you feel like an expectation is you attend every board meeting either physically or virtually. [00:28:33.84] spk_1:
I think that’s the expectation. And if people are missing, you know, one out of 41 out of five meetings, one out of 10 meetings, you know that might be acceptable for special circumstances. But you don’t want it to be a habit. I think you want to aspire to have everybody attend all of them. [00:28:58.64] spk_0:
Okay, Um, what do you What do you feel like talking about board wise that we haven’t talked about yet? Let’s not go to how to get rid of a board member yet that’s that’s toward the end. What’s your what’s on your mind around your best? Better board? [00:30:44.94] spk_1:
Well, we talked about kind of the expectations of what the board should do, but they think each director’s gotta ask that question of themselves as well. And maybe that’s part of the board. Recruitment and orientation package is kind of a list of however many 10 things that board members should aspire to do themselves, uh, to be part of this board and attend all meetings. We talked about that, but what else should they do? They should review financials regularly, so if they’re getting a financial before each meeting, they should review them. They should know that they are expected to ask questions that might be at the board meeting or that might be before the board meeting. But if they’re getting information aboard package in advance, which they should get, um, about the matters that are going to be up for discussion at the board, they should know that they should review it first. And if they have any questions, they should share it with the group. Um, and that doesn’t happen enough, in my opinion, that there are these questions and everybody saves it for the board meeting, and then they run out of time to discuss all the issues that they want to. So just having it kind of on an email sort of mass email, the board package comes out on email, and people can ask questions about it so that everybody gets an advanced preview of what some of the issues are before you go into that board meeting and then start to discuss things a little bit more detail. Some of those things might need a little research to be answered to. The executive might have to talk to an accountant or a lawyer or someone else and say, Let’s find out what the answer is and you know that does away with that issue even before the meeting, if you can share that information. So that’s another thing to just think about. [00:31:35.04] spk_0:
What about managing the board? Uh, some. Some larger organizations have a board liaison where that’s probably not most of our listeners with someone who’s devoted to the board. I think that’s more like university style, big university style. But there doesn’t have to be a lot of staff support for the board. I mean, not only the you mentioned getting the board packages to them at least a week. I’d say in advance, maybe a week or 10 days in advance, something like that. But it goes beyond that. Board members have questions. Have these questions that you’re suggesting they ask in advance of meetings? Um, committee work has to be supported. How do we How do we make sure that we’re giving the board members the support that they need. [00:33:00.24] spk_1:
Yeah, and it’s a great balance. Is it? Well, it’s a great question, but it is a tough one to answer because of the balance that you have to think of. You want the board to be informed so that they can be of help to the organization. But you don’t want the board to put on so many demands upon the staff that they’re really hurting the staff’s ability to do the work of the organization, the programmatic work that’s needed. So there is a little bit of balance there. I know many staff members and executives hate kind of preparing the board for the board meeting because it may take so much work. Sometimes it’s because they’re trying to justify what they are doing to the board, because the board may come in with a little bit of a negative skew about, you know, prove to us that you’re doing good work of some kind. That may be the perception that the staff is getting. I don’t think any boards are overtly saying that, but I feel that staff can come into it a little bit defensively in preparation of board materials rather than this is an ally of ours. This should be the strongest ally that we have this board group. Let’s give them information and questions for them so that they can help us do our job better. Um, and that takes time. But how many staff are involved with the executive? Certainly is meeting with them. That probably goes without saying if there is a financial person there other than the executive, that person should probably have frequent contact. [00:35:45.54] spk_0:
It’s time for Tony’s take to the podcast. Pleasantries. They gotta go out. That’s what we start with. Plan giving accelerator that’s coming. The podcast. Pleasantries. Uh, I’m enjoying the nostalgia of sending these again. I’ve missed it. I guess I I ignored it for a while. My my mistake. I’m sorry about that. Pleasantries to you, our podcast listener. Well, you individually. But there’s more than just one of you out there. There’s over 13,000 of you out there. So, to the podcast, listeners pleasantries. You know, I’m grateful. I am. I’m glad you’re with us. I’m glad you’re learning that non profit radio helps you helps your organization open conversations, take action steps, open discussions with the board. Your CEO, your vice president, Whoever it is, you bring stuff too. I’m glad it helps you do all that. And I hope there’s the action steps to I’m sure there are. There is. I’m sure there are the action steps. I’m sure there are. Thanks for being with us. Thanks for being with me. Pleasantries to our podcast listeners. Each of you plan giving accelerator that is the online membership community that I created to help you get your plan giving program started and growing. It’s a membership that you join for a year, and I teach you month by month lesson by lesson, Step by step. Everything you need to get your planned giving program started and growing. If you’re not doing planned giving and you would like to be, is it on your to do list? Have you, like so many folks? Say to me, Had this on your mind for a couple of years. You can get it done. You can get it started to get the initial thing started, and that’s done and then the program continues. I mean, the program doesn’t finish after a year. You continue your playing giving program indefinitely, of course, but you’ll get plan giving off your to do list. You get the going done. Your started 2021. The next class starts April 1st, all the info on how to pick my brain and have me teach you planned giving starting up step by step. Is that planned? Giving accelerator dot com. Okay, that is Tony’s Take two. We’ve got Boo Koo, but loads more time for build your best better board with Jean Takagi. [00:36:41.93] spk_1:
I didn’t mean to downplay the role of somebody from programming coming in speaking to the board once in a while, I think I wanted to say that that was insufficient for the board to know what’s going on programmatically. But having people come in a little bit more regularly, or at least providing materials to the board more regularly about the program’s impact, you know, and that could be through stories as well. I’m kind of like in fundraising make the board engaged with what the organization is doing programmatically and invested in doing more to help the organization do better with its programs, either serve more people are doing in a better way. You want to create that connection so that the board rallies around you and actually helps you rather than just again just providing oversight and saying We want to make sure everything is lawful. Give us all this information to make, you know, make sure that we can do that. You want to do get more from your board. [00:37:26.53] spk_0:
I like the idea of regular presentations at board meetings from from program staff. Maybe the 1st 15 minutes of a board meeting every time is from some different employee. Maybe maybe it’s not a unique pro, maybe not different programs every time. But I like the idea of devoting some board time each each meeting to to programs to what our work is, but but not being acquainted by the CEO. But having someone who’s on the ground doing the work answering, I think that would be a real fertile ground for questions to from the board and provides ongoing training. [00:37:28.53] spk_1:
I think so, too, and maybe even somebody who is a beneficiary of the services [00:37:32.89] spk_0:
beneficiary to yes [00:37:51.23] spk_1:
to say Hey, you know you get a chance to speak to the board to because we want to know what you feel about our programs and our organization and how you’ve been treated. So, um, I think those things are good, and I I again think, tony, that will just energize aboard to want to do more if they feel more connected to what the organization is actually doing and not just reading about it and listening to the executive tell them about it. [00:38:15.32] spk_0:
What about that important CEO board chair relationship that should be very collegial? It should be supportive. What what’s your advice around for? The CEO is probably mostly CEOs listening, although we do have board members listening. But probably we have more CEOs than we do board chairs. So what’s your advice there for them? Although [00:39:07.82] spk_1:
I’ll say that probably a fair number of CEOs have actually acted in the capacity of a board chair as well and other organizations, so they may understand some of the roles from both sides. I think my advice is what you have just said, as well as to have this collegial relationship and develop one where there’s one of trust where the CEO is not afraid to go to the board and say, I’ve got some bad news. Um, I’m looking for some guidance on this. If the CEO is always about, um, my pay or my job security can be affected by telling bad news to the board chair. So I’m going to try to, uh, [00:39:09.52] spk_0:
show hide it, make it sound, not as bad as it is not. Be completely honest, etcetera. [00:39:26.32] spk_1:
Yeah, I think of what you know. For profit, boards of directors may say to their shareholders in public companies, Right, like you want to pose the best view of that organization as possible. I don’t think that’s a healthy relationship for nonprofit board to have its executive, [00:39:37.42] spk_0:
and and that should be frequent communication to I mean, shouldn’t shouldn’t the CEO feel comfortable picking up the phone and seeking the advice of the board chair? [00:40:20.31] spk_1:
I think so. And if it’s not the board chair, I I think it’s okay at times. So your board culture is going to have to allow for this, but for them to pick up the phone and talk to another board member, So I’m when I serve on the board. I’m sometimes the only lawyer on the board. I want the CEO to be able to talk to me. I’m not going to be their legal counsel, But I might have a point of view. Or I might spot an issue if they feel like, Hey, is this something we need to talk to our lawyer about? Maybe our board chair wouldn’t be able to answer that question. But maybe I would as a board member. So, yeah, I like the CEO of being able to reach out to multiple board members for for different issues. Yeah, [00:40:48.21] spk_0:
all right. Should we should we talk about terminating board members the topic before before their time is, Do so Let’s say, you know, a three year term and they’ve been on for a year, and they’re obstreperous, lackluster, unkind. They don’t belong. Let’s just for whatever reason, they don’t belong. [00:43:09.10] spk_1:
Sure. What do we do? Yeah, it’s a real tough one, right. So, um, sometimes you have to look at it holistically. So oftentimes I get a call and that situation will arise. But it will turn out that that board members also the biggest donor to the organization right now you’ve got to think a little more diplomatically and strategically about how to do this. Um um So again, not one size fits all But one method that some organizations have used has been to say, Let’s talk with this board member and try to find the best role for them in the organization and see if we can move them off the board but into this other role, whether it be advisory, um, or whether it be in an, uh in an honorary position for being, you know, uh, something emeritus. So give them a fancy title. Ask them to show up at fundraising events, um uh, or to to speak to two foundations when you go out with them to do a pitch, maybe that’s where their strength is. And maybe there’s enough there of their passion for the mission and for the organization and what it does. While they don’t have passion for doing the work of a director in a strategic and diplomatic way, they may still have passion for the mission of the organization. And let’s try to take advantage of that, um, and use it in a way where nobody will use sort of the Asian mentality of nobody loses face right, like so everybody gets to keep their dignity and look good. But let’s try to take advantage of not having that person be disruptive on the board anymore. And if that person isn’t giving you much of a contribution in any way, then once in a while removal is an unpleasant but sometimes necessary option. And boards may have to decide that again. Uh, they’re going to ask somebody where they’re actually going to vote to tell somebody, um, that their services as a director are no longer needed, Um, but that has to also be done diplomatically. You have to be careful of alleging reasons for doing that because that could get you involved in a defamation lawsuit from that person if they’re upset with it and litigious so carefully. [00:43:20.20] spk_0:
So this should be something that’s in the bylaws, then removal of a board member. Yeah, you need to have a documented process. [00:44:17.09] spk_1:
I think that’s right, tony. A lot of, um, boards have eliminated that from the bylaws because you see that as a negative. But then they would default to the code, right, and they’re not going to usually look up what the code says about removal. It has to be done in a certain way, and in some cases it can get a little bit complicated. If you have a voting membership structure like for certain charities, they might have members who actually elect their board members. It’s more common in trade associations and homeowners associations things like that. But some charities have voting members, and removal, then becomes a lot more complicated. But having it having the procedure in your bylaws at least gives you kind of like the encyclopedia. Look at how to do this properly without feeling like it’s going to be too hard. We can’t do it and just live with it. [00:44:26.89] spk_0:
I’m not familiar with this model you just described because you and you said it’s some five oh one C threes have elected board members. So [00:44:28.78] spk_1:
yeah, [00:44:29.71] spk_0:
so it has. The board has voted members on and can only remove them, [00:45:22.59] spk_1:
actually the opposite way. So members elect the board members, so the members are responsible for electing and potentially removing board members. So you might think of that more in terms of like a union or a professional association or homeowners association, where all the homeowners elect the board. If they don’t like the board, they’ll remove them and put somebody else on to that board. So some charities are also structured that way. And that was to sort of been seen as a more democratic process of ensuring that the board stays responsive to what the members think. The mission is supposed to be, um, for smaller organizations. I generally don’t recommend it because it’s more costly. It’s much more difficult to manage and administer. Um, but nevertheless, I would say about 5 to 10% of the charities that we run into small charities we run into are structured that way. [00:45:32.49] spk_0:
Not ideal, though, but they’re trying to be democratic. And [00:45:36.99] spk_1:
that’s right. [00:46:19.48] spk_0:
Okay, I see. All right. Well, that Yeah, that conversation to to hope that opening that conversation with the director to be removed is is hard. Maybe maybe the maybe the board member themselves themselves, uh, maybe the person. Maybe they can’t find the right pronoun. Maybe that person isn’t happy in the role either. That’s a possibility. It could be. You know, you could sort of open the conversation with it. Seems like, you know, this isn’t as you were suggesting, and I’m kind of putting a few things together. It seems like this isn’t quite the right role for you. You don’t seem happy as a board member. Uh, you know, you could open the conversation that way in trying to find something else to offer [00:46:43.88] spk_1:
them. I think that’s a great way often to frame that that situation. I actually wrote an article for the nonprofit Quarterly. I think called something like 10 Reasons Why a director made gracefully want to resign from their organization, um, board. And so, yeah, framing it from their perspective and what they’re not getting is probably a good way to start it. [00:46:59.58] spk_0:
I thought of something else before we wrap up. What do you think about junior boards, you know, maybe have an advisory role? There’s sort of a training improving ground for future board members, whatever you call it, might. It might just be the advisory board or something. But what do you think of that? That having, uh, that in your organization, [00:47:26.78] spk_1:
I think you’ve done well. It works. Um, really Well, it raises potential future board members and gives you an introduction to the organization. Rather than bringing somebody straight into the board. They have a chance to be part of whatever you want to call it an advisory committee or, uh, the junior board. I would be careful with the name, depending upon who you’re planning to put on it. [00:47:30.99] spk_0:
So junior board is not so good. All right. [00:47:33.37] spk_1:
Unless it’s for, you know, unless you’re putting minors on it for advisory positions. Okay. Okay. [00:47:44.08] spk_0:
But advisory, an advisory board advisory committee. And and it gets to be seen as a stepping stone for some folks to the board membership. [00:48:04.17] spk_1:
Yeah, and to offer thought leadership from different perspectives. Um, so I think that’s good. But if you’re trying to increase diversity through an advisory border, Junior. But I would say Be very careful to make it not look like it is of less importance. And that’s why these people were put on that. [00:48:54.37] spk_0:
Oh, yeah, right. Right. So all your yes, all your all the folks of color and other underrepresented groups are on the advisory board. Yeah, that’s well, that’s a sham. Alright, That’s right. Exactly. That’s inhumane. Alright. Yeah, I’m surprised you thought of that, Gene. You’re well. You see the good and the bad. All right, you’ve It’s not that you thought of it. You’ve seen it. You’ve seen it. I guess it’s It’s out there somewhere. All right. Thank you, Jeanne. Outstanding. Outstanding advice. Jeanne Takagi, our legal contributor. You’ll find them at nonprofit law blog dot com. You can find him at Columbia University if you’re a member of their student body in, uh, what is it? The nonprofit nonprofit management program at Columbia? [00:49:01.07] spk_1:
Yep. [00:49:07.17] spk_0:
Okay, so you’ll find him there. You also find him at neo law group dot com and you’ll find him at G T A K at G Tech. Thank you very much, Gene. [00:49:12.87] spk_1:
Thanks, tony. Been a pleasure. [00:50:05.17] spk_0:
My pleasure. As always. Thanks. Next week, I’m asking you to trust me. If you missed any part of this week’s show, I beseech you find it at tony-martignetti dot com. We’re sponsored by turn to communications, PR and content for nonprofits. Your story is their mission. Turn hyphen. Two dot c o. Creative producer is Claire Meyerhoff Shows Social Media is by Susan Chavez. Mark Silverman is our web guy, and this music is by Scott Stein. Thank you for that affirmation. Scotty, you’re with me next week for nonprofit radio. Big non profit ideas for the other 95% Go out and be great. Mhm
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[00:01:39.64] spk_0:
Hello and welcome to tony-martignetti non profit radio big non profit ideas for the other 95%. I’m your aptly named host of your favorite abdominal podcast, and I’m glad you’re with me. I’d come down with dyskinesia if you gave me a taste of the idea that you missed this week’s show. Build your best Better board. Jeanne Takagi returns. He’s got strategies to help you build the diverse, effective, thoughtful, appropriately sized, well trained board you deserve. He’s our legal contributor and managing attorney of Neo, the nonprofit and exempt organizations law group tony State, too. Podcast pleasantries and planned giving accelerator. We’re sponsored by turn to communications, PR and content for nonprofits. Your story is their mission. Turn hyphen two dot c o. It’s my pleasure to welcome back, as it always is. Jeanne Takagi. These are legal contributor, managing attorney of Neo, the nonprofit and Exempt Organizations Law Group in San Francisco. He edits the enormously popular nonprofit law blog dot com and is a part time lecturer at Columbia University. The firm is that neo law group dot com, and he’s at G Attack Gene, welcome back to the show.
Thanks, Tony. It’s great to be back. How are you? [00:01:59.94] spk_0:
I’m doing well. Thank you. It’s always a pleasure. Many, many years. It’s a pleasure. Each time you’re you are teaching us what’s important, what we need to keep centered. What’s, uh where are ships Should all be facing in the same direction. So what direction is that? You keep us. Keep us on the straight path. I appreciate it. I know our listeners due to thank you. [00:02:06.34] spk_1:
Thank you, Tony. [00:02:23.84] spk_0:
Let’s get started with your building. Your best. Better board. We’re not We’re not gonna We’re not going to settle on nonprofit radio for your lackluster better board. We want your best, Better board. And I think the place to start is with board roles. So what are we expecting our board members to do? [00:02:52.74] spk_1:
Yeah, I love this conversation, tony. It’s actually one of my favorites. And yeah, it was probably Gosh, it was early on, I think when we first talked a little bit about boards getting sort of distracted from doing the financial oversight and forgetting to do some of the other things that boards are supposed to do. Um, and, you know, part of what we talked about could have been, like 78 years ago was like, Hey, somebody should be over overseeing. You know, whether the program’s doing Are they having an impact or not? Are they really furthering your mission in the way that you want them to? [00:03:11.94] spk_0:
You know, I have to remind you you and I did a mock board meeting one time, and either you threw me off the border. I walked out. I forget [00:03:15.22] spk_1:
which [00:03:30.04] spk_0:
back in the old studio was many years ago. I don’t know what we’re talking about. Something board related, obviously. But, uh, yeah, either I got booted off or I walked out and quit. I forget, uh, we’re trying to avoid that. We’re trying to avoid that in our best better board, [00:03:32.54] spk_1:
but we’re definitely going to try to approach any of these things with extreme tact [00:03:37.84] spk_0:
I lack, which I often lack. I probably walked out. I probably quit or something. [00:06:01.14] spk_1:
Yeah, just just overall, the same financial diligence is great. So take a look at the financials, make sure you understand them and make sure that the organization is able to pay off its debts that they become do that you’re not sort of bleeding money and just managing your financial assets. But non profits exist more than to produce a financial bottom line, of course. So you know in the for profit world boards and probably got a different duty, maybe a little bit more. I mean, everybody has to act in the best interests of the corporation, right? That’s a fiduciary duty. But what is the best interests of the corporation for for profit? Oftentimes it’s associated, at least in large part the benefit of its owners or shareholders. But in the non profit, there are no shareholders or owners, right? It’s for the benefit of advancing the mission. And that’s what the board has got to remember, that it’s got to be purpose driven. It’s got to be, um, acting in furtherance of the mission ahead of everything else. Um, and the one caveat I’ll add to that which we may have talked a little bit about before, as well is you’ve got to add values to that statement, so their values probably baked into your mission statement but also baked into the organizational culture. So if our mission is to feed people who are experiencing homelessness or a lack of income, resources or we’re not just going to throw food out in a trough, right? You know that might be the best way or the most effective way to get as many people fed as possible. But that would be completely inconsistent with anybody’s values. Or so values and mission sort of go hand in hand, and focusing on that is really important. So not just financial oversight, the programmatic oversight the role of the board has got to look forward to. You’ve got to set the path with those values and mission for the organization’s future, not just looking behind you, but looking ahead, um, and so guiding the organization with those thoughts, acting as ambassadors, getting the feedback from the environment about what challenges and what opportunities may be out there. Those are all things the board can bring back to the executive and to the staff, sort of to help them do their best. [00:06:44.34] spk_0:
And these are all very, uh, lofty. And and, um, I don’t want to say pedagogical, because that makes it sound like they’re not grounded, but But these are these are very we haven’t even talked about. You know how many board meetings you have to attend in a year. And how many subcommittees you have to serve on? You know, we haven’t gotten to that yet. You know, we’re talking about the the ambition, but it has to be centered. It’s It’s like you said. It’s the mission and values of the organization. I mean, if someone doesn’t respect those, then you’re not gonna get your best better board. You’re going to get a crappy person. Maybe it gives a lot of money, but ultimately, the ships are not sailing in the same direction with all the board members on each one. [00:06:50.14] spk_1:
Yeah, I think that’s right. And I loved your introduction about having the best Better board. Not this lackluster, [00:07:13.34] spk_0:
lackluster better. But yeah, that’s for other podcasts, not on the radio. We don’t tolerate lackluster mediocrity, mediocre better boards that we want to. We want the best Better board. All right, so So it really it really does start with loft and ambition around around Mission and values. [00:07:15.74] spk_1:
I definitely think so. [00:07:29.44] spk_0:
Yeah. Okay. Okay. So now let’s drill down. I mean, in terms of what we’re expecting the board to do, you have to be up front with what these expectations are and that that happens in recruitment, right? Not not in their first board meeting. You should be explaining the expectations while you’re talking to somebody about joining the board. Not after they have joined. [00:07:41.54] spk_1:
Absolutely. And too often. I see tony and I don’t know if you’ve experienced this as well, but somebody tries to recruit you onto the board and they go, It’s really not that much work, you know. It’s easy. Um, well, that’s going to get you a lackluster and maybe not even a better board. So, [00:07:59.57] spk_0:
um, [00:08:45.54] spk_1:
yeah, so it really is about setting expectations of Hey, you really believe in this mission and you have the same values that we’re trying to move forward with. Let’s do something great with this organization. Let’s make a great impact here. This is These are the kind of things that we expect of our board. This is how often we meet. You know, this is, um, what we expected each board member in terms of attendance and in terms of maybe making a meaningful contribution. I don’t like set amounts because that can hurt diversity and inclusive inclusion. But a meaningful donation to to the organization it could be in time if not in money or in other ways. But the expectations, I think, need to be spelled out in front before you actually invite somebody onto the board. [00:09:00.24] spk_0:
And when you’re spelling them out, I mean, do you Do you like to see a writing a document with, you know, Please take this home with you and consider consider, as we’re having our conversations about about you being on the board, consider all these things like you give them a document to read or just a conversation. [00:09:24.64] spk_1:
I think both tony. So I I you know, it may depend upon the organization how formal they get, but if you do actually have a recruiting sort of policy or procedure or recruiting committee in place, I like to put some things down in writing just to make sure that we’re all on the same page and letting people know what the organization’s expectations are and how often boards meet. And if there is a meaningful contribution, expectations all of those things up front. So if somebody is not interested, they can right away say, you know, this isn’t for me, you know, I like what you do. But it’s not for me and another person who might say I’m really interested in doing all of those things. You know? I’d love to be a part of your board, [00:10:11.94] spk_0:
All right? So be upfront about expectations. There’s no point in in concealing the work and the requirements, only to have the person blindsided when it comes time around, when it comes time for each board member to make their annual contribution. And and And they didn’t know that it was supposed to be a meaningful gift or they didn’t know there was a board giving requirement of any sort. You know, when it comes time to assign committee. So I didn’t know I was gonna be on a committee. I thought I just came to board member board meetings four times a year. Now we have committee meetings to I didn’t know about that, and then you set yourself up for a disaster. [00:10:46.54] spk_1:
Yeah, I think that’s right. And if you if you start to um, the danger of it is is you don’t want to just sort of create this list of these are the things you have to do for the organization to run. You’ve got to always again relate it back to the mission and values. This is why we love to contribute as board members to the organization. Because this is what impact we can have. And this is the direction we see ourselves going to be able to have even greater impact. So you just keep reinforcing that message to get your best board members. [00:10:55.74] spk_0:
You let me ask you a question. Are you Are you, uh Are you by any chance, playing with a pen or or anything? [00:11:02.14] spk_1:
I am not rocking back and forth on my chair. [00:11:06.44] spk_0:
And I know there’s, like, a little clicking, and I’m not. I know you’re not. I know you’re not typing like you’re not writing a document while we’re talking [00:11:13.94] spk_1:
about you’re [00:11:14.15] spk_0:
writing a client agreement or something. [00:11:16.51] spk_1:
Typical things you expect from a lawyer, right? [00:11:32.14] spk_0:
Yeah. You double bill your time, right. You get $800 an hour billed to clients at $400 an hour. You’re sitting in one’s office. You’re doing the work for the other. No. Okay. No, you’re not. Your hands are free, okay? I don’t know. There’s, like, little the mice are clicking or [00:11:33.26] spk_1:
something. Maybe I’m rocking in my chair. I will try to hold back my enthusiasm. [00:12:18.04] spk_0:
Okay, Alright. It doesn’t It doesn’t sound like that. Okay, Well, listeners, I can’t identify the sound of the but I’ll call it out because I’m not going to keep it quiet because we all hear it, so we’ll talk about it. Well, I don’t know what it is. This little tapping, clicking my mouse sound. Let’s talk about diversity. This should be a value. You and I have talked about this. We’ve had heartfelt conversations a couple of times about white male power and using that power and sharing power. And so let’s talk about diversity as a value for your board. How does that play into what we’re talking about? Your your best. Better board? [00:14:50.74] spk_1:
Sure. You know, for the organizations who have responded to sort of this increasing understanding and awareness that diversity is an issue in various aspects, not just on board composition, but in the way our infrastructure as a country and even as the world is designed where, um, people who are in positions of power, no matter what race or gender or whatever, whatever they are tend to create systems that keep themselves in power. And so diversity has this great benefit of saying, Let’s take other lenses and look at what we’re doing. And look at the world that we’re in, um, for nonprofits, especially the world that’s directly impacting what we’re trying to do out there for. The people were trying to do it for what is impacting it, who is being affected the most, Um, and if that’s important to to organizations and their leaders, then I think they’ve really got to embrace diversity, not just by saying it, but by actually putting action steps into what they’re doing, Whether that’s going to be building it into true board diversity with inclusion. So not making people feel, you know, like they’re they’re just a simple tokens of taking a better picture but really being able to contribute to the power of the organization to address things that other people may not have seen. So, you know, I may identify with people who I relate to, but I may have very little understanding your perspective of people who are different from me who congregate in different circles who have different ideas. Um, and we have to think about all of those things, especially for serving a classic. Beneficiaries that are board members may be far away from. So if we have a board that’s more privileged, and we are helping a lot of people who don’t have some of the privileges that the board may have in terms of representation, how will we ever see the world through their lens? How will they understand? How will we understand where services are doing from their eyes? So trying to to get that diversity in an inclusive matter for purposes of increasing equity, I think, is a value that non profit should strive for. [00:16:11.94] spk_0:
It’s time for a break turn to communications relationships. They’ve got the relationships with the media outlets so that when you need to be in the news, when there’s a news item that you need to comment on, your voice needs to be heard. Turn to has the relationships to get you heard. It’s not cold calling. They have the existing relationships. They give it like gifts. You get a lot of gifts from cold calls. Do you get any gifts from cold calls? You get your best gifts from cold calls. If you’re doing cold call fundraising. No, you don’t. Of course, it’s the same with media. The relationships are in place. So when you want to be heard, turn to picks up the phones and leverages those relationships That way you’re gonna get heard. Turn to communications. Turn hyphen. Two dot c o. Now back to build your best. Better board. Diversity has to be centered. Um, but And you wanted to go deeper than just like the board should reflect the community or the board should reflect those we serve. You mean you’re looking for something deeper than just reflecting an environment? [00:18:17.04] spk_1:
I think so. So it is reflecting different perspectives as well. So I think traditionally, we thought of it as a skills based diversity. Like we need a lawyer. We need an accountant. We need a financial manager, a fundraiser on our board. And then we became all a little bit more woke and we said, Hey, we need racial diversity in our organizations. Um, but we didn’t say why that was or many of us didn’t say, why do we need racial diversity in our organizations? Is it simply to make it look like we embrace diversity and we take the better picture? Or is it because we want a true understanding from somebody else with a different lens and perspective? Who could tell us if there are gaps in our services for their communities? If there are gaps in the laws that are creating inequities that affect our mission as well? So the more we get these other perspectives, whether it be from a racial diversity angle from a disability angle, which I think is increasingly a really important thing to look at as we are facing an older population where disabilities are highly, you know, they make up a great percentage of our organizations and they’re kind of sort of the the unseen Group in many ways, um, we’re just getting started on addressing some of those concerns. But, um, the way we serve people can really miss many of those that are impacted, that that would be true beneficiaries of our service if they could access our services. But if we don’t make it accessible to them, then we just missed them, and that may be completely unintentional. But if we don’t have people who can identify and spot those things because they live it, um that would be, you know, short a shortfall in leadership. And that’s where we have to sort of address, Um, taking a look with a much broader lens and not just in our boards, but in our programming, in our staffing and just getting more awareness and bringing more lenses to what we’re doing. [00:18:55.54] spk_0:
Let’s talk about bringing someone new to the board because we’re gonna be recruiting our new board members that are going to be part of our best better board. So now if we’ve recruited the right people, we need to socialize them to the organization. It’s more than I think. It’s more than just formal training. You know, the the organization has a culture. The board has a culture. Hopefully, they’re healthy. Let’s assume, but let’s take that. Let’s assume that these are healthy. Culture is not. Not. Cultures were trying to reverse, uh, you know, like intolerance or something. But healthy cultures. There’s a formal training and an informal training. [00:20:26.74] spk_1:
I absolutely agree with you, so you know orientations can start even at recruitment. But once you decide that you want to elect somebody onto the board and they want to be part of the board and you elect them. I think it really is important now for them to be ingrained in what the organizations and the board culture is, what the priorities are getting a better sense of what the programs are. I’ll confess. I’ve been part of boards where I may not have a very good understanding of some of the programs. I get lost in some of, you know, again, the financial reports and maybe one program officer. You know, a year shows up and describes their program well, that that’s not really giving me a full sense of what the organization is doing. So more of that, um, is really going to be beneficial. Um, it will also help in sort of preventing there from being this wall between who the board is and who the staff and who are. The people that are actually implementing the program are other than the executive director, so boards often just meet with the executive director. But in an orientation or training, I think more deeply getting ingrained and that’s a board staff retreat. Joint retreats are good things. Board buddies and maybe a board staff buddy system could also [00:20:31.34] spk_0:
is that like is that a mentoring board board buddy? [00:20:53.34] spk_1:
Yeah, I think it could be partly mentoring, but I think the relationship really extends both ways, right? We can get more information from an outsider’s perspective to help the organization, and when they have fresh eyes, they may see different things. So instead of just saying, I know more than you, I’m going to mentor you. We can be buddies and learn from each other. [00:20:56.64] spk_0:
And then you mentioned staff buddies, too. [00:21:21.34] spk_1:
Yeah, I I don’t think it’s a bad idea for boards again to get more involved with their staff. We don’t want to micromanage. So there is this fine line there. But just getting an understanding from the staff about what they see in the organization, I think is important other than the executive director who may be the one who attends every board meeting. But if we just see one other staff member once a year, that really isn’t giving a sense of what is going on and what the organizational culture is. We might know what the board culture is, but do we really know what the organizational culture is? [00:22:10.34] spk_0:
If it’s a staff buddy, it’s not only micromanagement, from the board member down. But then you also have to be conscious of the staff member trying to leverage a relationship with a board member like trying to do something or avoid doing something that the CEO may want or their vice president that they report to may want or something. You know, uh, that just it has to be managed. That’s all. Just You have to be conscious of the possibility of somebody exploiting and a relationship with the board members saying things that are inappropriate. The board members. [00:22:52.14] spk_1:
I think this has to be designed with a consultant who really understands the area because you’re absolutely right. Tony. Yeah, if you if you aren’t careful, what you’re doing is you’re creating people going behind the executives back to make complaints to board members. And that’s not what the purpose is. So it might be controlled by saying, Hey, the board staff buddy thing is a meeting of the board and staff person in a joint group in a group where we’re all meeting in different corners of the room and just talking about certain specific topics so it can be regulated a little bit more carefully with rules of the game spelled out in advance. This is not a place to complain about employment issues. This is Yeah. [00:23:04.34] spk_0:
Um, what do you like for board terms? What do you have? Advice? Two years? Three years? Should How many? How many years or how many terms should board members be allowed to continue on? [00:24:00.64] spk_1:
Um, there’s there’s not, you know, one specific answer. I hate the lawyers. Answer. It depends. It does. But let me just say in a large number of cases, I like the 2 to 3 year term, both balancing a little bit of need for continuity and giving a fair expectation to a new board member of that. This is not just going to be a one year thing and you’re out. Um uh, and I like to have board terms to make sure that the board doesn’t become very insular and its thinking and in its diversity by keeping board members on perpetually until they’re ready to resign. It also makes it hard to ever remove a board member if people think that they have a right to serve on the board forever. So I kind of like board members not to be on board for, like maybe five or six years. Um, having said that, there are times [00:24:02.67] spk_0:
when to not be on for five or six years [00:24:04.99] spk_1:
to beyond that [00:24:08.44] spk_0:
beyond. For five, like maybe two, 23 year terms, two year terms or 23 year terms of the most [00:24:41.64] spk_1:
something. Something like that. Now, a lot of exceptions to that, if you have, if you had trouble building aboard and you have some great champions on the board. But those have been kind of the long term people who really know and really invested, and everybody else has been sort of lackluster. Um, I don’t think you should kick off your strongest board members, so you have to really think about that before you implement it. It is sort of an idealistic goal to have those term limits and, um, 2 to 3 year terms. But in other situations, I would say one size doesn’t fit. Also, take a look at your own board composition first before you make those type of decisions. [00:25:19.94] spk_0:
What about in terms of socializing to the board, having social events for the board? Occasionally, Maybe it’s a dinner after a meeting. Um, I wouldn’t have cocktails before a meeting. But you could have cocktails after a meeting, you know, trying to get the board to get to know the members, to know each other outside the board. What else do you do? You go skiing, you go snowmobiling. You know, you’re a Fisher fisherman. You know things like that. [00:25:26.34] spk_1:
Yeah, I love that idea. I’ve even had cocktails before boarding. So, [00:25:31.63] spk_0:
uh, all right, [00:26:10.84] spk_1:
but yes, um, for board members to trust each other and to be open to each other’s ideas and respect each other, the more you know each other, the more likelihood that that’s all going to happen and that you’re going to actually build the board culture rather than have people who don’t know each other who are trying to get out of the meeting, to watch a basketball game or be home with their family and sort of sit and say, This is my duty. For the next hour, I’m going to sit here, take notes and listen and try to do my job. But think of it just as a job. It’s going to be less productive. I think that if you come in and say I love these people that are kind of get to work with. And we’re trying to build something great so we can make change in the world or in our community. And so I really like coming to these events and getting a sense of it. Sometimes there’s, you know, those ice breaker things you know, for five or 10 minutes in front of a meeting that can be hit or miss and oftentimes a [00:26:33.10] spk_0:
miss. How many people can you talk to in 10 minutes? [00:26:35.46] spk_1:
Yeah, and that’s another reason why you shouldn’t have too big a board as well. If you have 50 people at a to our board meeting, how many people are going to get to [00:26:51.84] spk_0:
talk, right? That’s yeah, So I know that I know your answer is there’s no hard and fast answer for this one. But since you just let into it, share your advice on on board size, [00:28:13.54] spk_1:
Yes. So my maybe not so helpful advice is not too few and not too many, um, that if we dive down a little deeper, you need, um or you’d like to have as many board members as you can utilize to help you govern the organization and help the organization and the board do its best job. So if that number is eight, or if that number is 15, that’s, you know that may be your ideal board size. It’s more important to me to get the right people on the board, um, rather than the right number. But if you can, if you have less than five and you’re a mature organization, I start to worry that you’re gonna lack that diversity in many different perspectives. Um, and if you’ve got more than 20 I have a feeling that a lot of board members feel like their contributions are not being heard because they don’t have an opportunity to sort of verbally contribute, especially if there are few dominant board members at meetings and in a two hour meeting, even 20 people are going to have a chance to say how much about how many issues it will be very few. So to really think about that, and you want to encourage board members to attend every board meeting, not just sort of half of the board meetings or think that they can take a free ride because you’ve got enough people to do that job. I’ll just help on a committee. You don’t want them to feel that way. You want them to feel very invested. [00:28:31.24] spk_0:
So you feel like an expectation is you attend every board meeting either physically or virtually. [00:28:33.84] spk_1:
I think that’s the expectation. And if people are missing, you know, one out of 41 out of five meetings, one out of 10 meetings, you know that might be acceptable for special circumstances. But you don’t want it to be a habit. I think you want to aspire to have everybody attend all of them. [00:28:58.64] spk_0:
Okay, Um, what do you What do you feel like talking about board wise that we haven’t talked about yet? Let’s not go to how to get rid of a board member yet that’s that’s toward the end. What’s your what’s on your mind around your best? Better board? [00:30:44.94] spk_1:
Well, we talked about kind of the expectations of what the board should do, but they think each director’s gotta ask that question of themselves as well. And maybe that’s part of the board. Recruitment and orientation package is kind of a list of however many 10 things that board members should aspire to do themselves, uh, to be part of this board and attend all meetings. We talked about that, but what else should they do? They should review financials regularly, so if they’re getting a financial before each meeting, they should review them. They should know that they are expected to ask questions that might be at the board meeting or that might be before the board meeting. But if they’re getting information aboard package in advance, which they should get, um, about the matters that are going to be up for discussion at the board, they should know that they should review it first. And if they have any questions, they should share it with the group. Um, and that doesn’t happen enough, in my opinion, that there are these questions and everybody saves it for the board meeting, and then they run out of time to discuss all the issues that they want to. So just having it kind of on an email sort of mass email, the board package comes out on email, and people can ask questions about it so that everybody gets an advanced preview of what some of the issues are before you go into that board meeting and then start to discuss things a little bit more detail. Some of those things might need a little research to be answered to. The executive might have to talk to an accountant or a lawyer or someone else and say, Let’s find out what the answer is and you know that does away with that issue even before the meeting, if you can share that information. So that’s another thing to just think about. [00:31:35.04] spk_0:
What about managing the board? Uh, some. Some larger organizations have a board liaison where that’s probably not most of our listeners with someone who’s devoted to the board. I think that’s more like university style, big university style. But there doesn’t have to be a lot of staff support for the board. I mean, not only the you mentioned getting the board packages to them at least a week. I’d say in advance, maybe a week or 10 days in advance, something like that. But it goes beyond that. Board members have questions. Have these questions that you’re suggesting they ask in advance of meetings? Um, committee work has to be supported. How do we How do we make sure that we’re giving the board members the support that they need. [00:33:00.24] spk_1:
Yeah, and it’s a great balance. Is it? Well, it’s a great question, but it is a tough one to answer because of the balance that you have to think of. You want the board to be informed so that they can be of help to the organization. But you don’t want the board to put on so many demands upon the staff that they’re really hurting the staff’s ability to do the work of the organization, the programmatic work that’s needed. So there is a little bit of balance there. I know many staff members and executives hate kind of preparing the board for the board meeting because it may take so much work. Sometimes it’s because they’re trying to justify what they are doing to the board, because the board may come in with a little bit of a negative skew about, you know, prove to us that you’re doing good work of some kind. That may be the perception that the staff is getting. I don’t think any boards are overtly saying that, but I feel that staff can come into it a little bit defensively in preparation of board materials rather than this is an ally of ours. This should be the strongest ally that we have this board group. Let’s give them information and questions for them so that they can help us do our job better. Um, and that takes time. But how many staff are involved with the executive? Certainly is meeting with them. That probably goes without saying if there is a financial person there other than the executive, that person should probably have frequent contact. [00:35:45.54] spk_0:
It’s time for Tony’s take to the podcast. Pleasantries. They gotta go out. That’s what we start with. Plan giving accelerator that’s coming. The podcast. Pleasantries. Uh, I’m enjoying the nostalgia of sending these again. I’ve missed it. I guess I I ignored it for a while. My my mistake. I’m sorry about that. Pleasantries to you, our podcast listener. Well, you individually. But there’s more than just one of you out there. There’s over 13,000 of you out there. So, to the podcast, listeners pleasantries. You know, I’m grateful. I am. I’m glad you’re with us. I’m glad you’re learning that non profit radio helps you helps your organization open conversations, take action steps, open discussions with the board. Your CEO, your vice president, Whoever it is, you bring stuff too. I’m glad it helps you do all that. And I hope there’s the action steps to I’m sure there are. There is. I’m sure there are the action steps. I’m sure there are. Thanks for being with us. Thanks for being with me. Pleasantries to our podcast listeners. Each of you plan giving accelerator that is the online membership community that I created to help you get your plan giving program started and growing. It’s a membership that you join for a year, and I teach you month by month lesson by lesson, Step by step. Everything you need to get your planned giving program started and growing. If you’re not doing planned giving and you would like to be, is it on your to do list? Have you, like so many folks? Say to me, Had this on your mind for a couple of years. You can get it done. You can get it started to get the initial thing started, and that’s done and then the program continues. I mean, the program doesn’t finish after a year. You continue your playing giving program indefinitely, of course, but you’ll get plan giving off your to do list. You get the going done. Your started 2021. The next class starts April 1st, all the info on how to pick my brain and have me teach you planned giving starting up step by step. Is that planned? Giving accelerator dot com. Okay, that is Tony’s Take two. We’ve got Boo Koo, but loads more time for build your best better board with Jean Takagi. [00:36:41.93] spk_1:
I didn’t mean to downplay the role of somebody from programming coming in speaking to the board once in a while, I think I wanted to say that that was insufficient for the board to know what’s going on programmatically. But having people come in a little bit more regularly, or at least providing materials to the board more regularly about the program’s impact, you know, and that could be through stories as well. I’m kind of like in fundraising make the board engaged with what the organization is doing programmatically and invested in doing more to help the organization do better with its programs, either serve more people are doing in a better way. You want to create that connection so that the board rallies around you and actually helps you rather than just again just providing oversight and saying We want to make sure everything is lawful. Give us all this information to make, you know, make sure that we can do that. You want to do get more from your board. [00:37:26.53] spk_0:
I like the idea of regular presentations at board meetings from from program staff. Maybe the 1st 15 minutes of a board meeting every time is from some different employee. Maybe maybe it’s not a unique pro, maybe not different programs every time. But I like the idea of devoting some board time each each meeting to to programs to what our work is, but but not being acquainted by the CEO. But having someone who’s on the ground doing the work answering, I think that would be a real fertile ground for questions to from the board and provides ongoing training. [00:37:28.53] spk_1:
I think so, too, and maybe even somebody who is a beneficiary of the services [00:37:32.89] spk_0:
beneficiary to yes [00:37:51.23] spk_1:
to say Hey, you know you get a chance to speak to the board to because we want to know what you feel about our programs and our organization and how you’ve been treated. So, um, I think those things are good, and I I again think, tony, that will just energize aboard to want to do more if they feel more connected to what the organization is actually doing and not just reading about it and listening to the executive tell them about it. [00:38:15.32] spk_0:
What about that important CEO board chair relationship that should be very collegial? It should be supportive. What what’s your advice around for? The CEO is probably mostly CEOs listening, although we do have board members listening. But probably we have more CEOs than we do board chairs. So what’s your advice there for them? Although [00:39:07.82] spk_1:
I’ll say that probably a fair number of CEOs have actually acted in the capacity of a board chair as well and other organizations, so they may understand some of the roles from both sides. I think my advice is what you have just said, as well as to have this collegial relationship and develop one where there’s one of trust where the CEO is not afraid to go to the board and say, I’ve got some bad news. Um, I’m looking for some guidance on this. If the CEO is always about, um, my pay or my job security can be affected by telling bad news to the board chair. So I’m going to try to, uh, [00:39:09.52] spk_0:
show hide it, make it sound, not as bad as it is not. Be completely honest, etcetera. [00:39:26.32] spk_1:
Yeah, I think of what you know. For profit, boards of directors may say to their shareholders in public companies, Right, like you want to pose the best view of that organization as possible. I don’t think that’s a healthy relationship for nonprofit board to have its executive, [00:39:37.42] spk_0:
and and that should be frequent communication to I mean, shouldn’t shouldn’t the CEO feel comfortable picking up the phone and seeking the advice of the board chair? [00:40:20.31] spk_1:
I think so. And if it’s not the board chair, I I think it’s okay at times. So your board culture is going to have to allow for this, but for them to pick up the phone and talk to another board member, So I’m when I serve on the board. I’m sometimes the only lawyer on the board. I want the CEO to be able to talk to me. I’m not going to be their legal counsel, But I might have a point of view. Or I might spot an issue if they feel like, Hey, is this something we need to talk to our lawyer about? Maybe our board chair wouldn’t be able to answer that question. But maybe I would as a board member. So, yeah, I like the CEO of being able to reach out to multiple board members for for different issues. Yeah, [00:40:48.21] spk_0:
all right. Should we should we talk about terminating board members the topic before before their time is, Do so Let’s say, you know, a three year term and they’ve been on for a year, and they’re obstreperous, lackluster, unkind. They don’t belong. Let’s just for whatever reason, they don’t belong. [00:43:09.10] spk_1:
Sure. What do we do? Yeah, it’s a real tough one, right. So, um, sometimes you have to look at it holistically. So oftentimes I get a call and that situation will arise. But it will turn out that that board members also the biggest donor to the organization right now you’ve got to think a little more diplomatically and strategically about how to do this. Um um So again, not one size fits all But one method that some organizations have used has been to say, Let’s talk with this board member and try to find the best role for them in the organization and see if we can move them off the board but into this other role, whether it be advisory, um, or whether it be in an, uh in an honorary position for being, you know, uh, something emeritus. So give them a fancy title. Ask them to show up at fundraising events, um uh, or to to speak to two foundations when you go out with them to do a pitch, maybe that’s where their strength is. And maybe there’s enough there of their passion for the mission and for the organization and what it does. While they don’t have passion for doing the work of a director in a strategic and diplomatic way, they may still have passion for the mission of the organization. And let’s try to take advantage of that, um, and use it in a way where nobody will use sort of the Asian mentality of nobody loses face right, like so everybody gets to keep their dignity and look good. But let’s try to take advantage of not having that person be disruptive on the board anymore. And if that person isn’t giving you much of a contribution in any way, then once in a while removal is an unpleasant but sometimes necessary option. And boards may have to decide that again. Uh, they’re going to ask somebody where they’re actually going to vote to tell somebody, um, that their services as a director are no longer needed, Um, but that has to also be done diplomatically. You have to be careful of alleging reasons for doing that because that could get you involved in a defamation lawsuit from that person if they’re upset with it and litigious so carefully. [00:43:20.20] spk_0:
So this should be something that’s in the bylaws, then removal of a board member. Yeah, you need to have a documented process. [00:44:17.09] spk_1:
I think that’s right, tony. A lot of, um, boards have eliminated that from the bylaws because you see that as a negative. But then they would default to the code, right, and they’re not going to usually look up what the code says about removal. It has to be done in a certain way, and in some cases it can get a little bit complicated. If you have a voting membership structure like for certain charities, they might have members who actually elect their board members. It’s more common in trade associations and homeowners associations things like that. But some charities have voting members, and removal, then becomes a lot more complicated. But having it having the procedure in your bylaws at least gives you kind of like the encyclopedia. Look at how to do this properly without feeling like it’s going to be too hard. We can’t do it and just live with it. [00:44:26.89] spk_0:
I’m not familiar with this model you just described because you and you said it’s some five oh one C threes have elected board members. So [00:44:28.78] spk_1:
yeah, [00:44:29.71] spk_0:
so it has. The board has voted members on and can only remove them, [00:45:22.59] spk_1:
actually the opposite way. So members elect the board members, so the members are responsible for electing and potentially removing board members. So you might think of that more in terms of like a union or a professional association or homeowners association, where all the homeowners elect the board. If they don’t like the board, they’ll remove them and put somebody else on to that board. So some charities are also structured that way. And that was to sort of been seen as a more democratic process of ensuring that the board stays responsive to what the members think. The mission is supposed to be, um, for smaller organizations. I generally don’t recommend it because it’s more costly. It’s much more difficult to manage and administer. Um, but nevertheless, I would say about 5 to 10% of the charities that we run into small charities we run into are structured that way. [00:45:32.49] spk_0:
Not ideal, though, but they’re trying to be democratic. And [00:45:36.99] spk_1:
that’s right. [00:46:19.48] spk_0:
Okay, I see. All right. Well, that Yeah, that conversation to to hope that opening that conversation with the director to be removed is is hard. Maybe maybe the maybe the board member themselves themselves, uh, maybe the person. Maybe they can’t find the right pronoun. Maybe that person isn’t happy in the role either. That’s a possibility. It could be. You know, you could sort of open the conversation with it. Seems like, you know, this isn’t as you were suggesting, and I’m kind of putting a few things together. It seems like this isn’t quite the right role for you. You don’t seem happy as a board member. Uh, you know, you could open the conversation that way in trying to find something else to offer [00:46:43.88] spk_1:
them. I think that’s a great way often to frame that that situation. I actually wrote an article for the nonprofit Quarterly. I think called something like 10 Reasons Why a director made gracefully want to resign from their organization, um, board. And so, yeah, framing it from their perspective and what they’re not getting is probably a good way to start it. [00:46:59.58] spk_0:
I thought of something else before we wrap up. What do you think about junior boards, you know, maybe have an advisory role? There’s sort of a training improving ground for future board members, whatever you call it, might. It might just be the advisory board or something. But what do you think of that? That having, uh, that in your organization, [00:47:26.78] spk_1:
I think you’ve done well. It works. Um, really Well, it raises potential future board members and gives you an introduction to the organization. Rather than bringing somebody straight into the board. They have a chance to be part of whatever you want to call it an advisory committee or, uh, the junior board. I would be careful with the name, depending upon who you’re planning to put on it. [00:47:30.99] spk_0:
So junior board is not so good. All right. [00:47:33.37] spk_1:
Unless it’s for, you know, unless you’re putting minors on it for advisory positions. Okay. Okay. [00:47:44.08] spk_0:
But advisory, an advisory board advisory committee. And and it gets to be seen as a stepping stone for some folks to the board membership. [00:48:04.17] spk_1:
Yeah, and to offer thought leadership from different perspectives. Um, so I think that’s good. But if you’re trying to increase diversity through an advisory border, Junior. But I would say Be very careful to make it not look like it is of less importance. And that’s why these people were put on that. [00:48:54.37] spk_0:
Oh, yeah, right. Right. So all your yes, all your all the folks of color and other underrepresented groups are on the advisory board. Yeah, that’s well, that’s a sham. Alright, That’s right. Exactly. That’s inhumane. Alright. Yeah, I’m surprised you thought of that, Gene. You’re well. You see the good and the bad. All right, you’ve It’s not that you thought of it. You’ve seen it. You’ve seen it. I guess it’s It’s out there somewhere. All right. Thank you, Jeanne. Outstanding. Outstanding advice. Jeanne Takagi, our legal contributor. You’ll find them at nonprofit law blog dot com. You can find him at Columbia University if you’re a member of their student body in, uh, what is it? The nonprofit nonprofit management program at Columbia? [00:49:01.07] spk_1:
Yep. [00:49:07.17] spk_0:
Okay, so you’ll find him there. You also find him at neo law group dot com and you’ll find him at G T A K at G Tech. Thank you very much, Gene. [00:49:12.87] spk_1:
Thanks, tony. Been a pleasure. [00:50:05.17] spk_0:
My pleasure. As always. Thanks. Next week, I’m asking you to trust me. If you missed any part of this week’s show, I beseech you find it at tony-martignetti dot com. We’re sponsored by turn to communications, PR and content for nonprofits. Your story is their mission. Turn hyphen. Two dot c o. Creative producer is Claire Meyerhoff Shows Social Media is by Susan Chavez. Mark Silverman is our web guy, and this music is by Scott Stein. Thank you for that affirmation. Scotty, you’re with me next week for nonprofit radio. Big non profit ideas for the other 95% Go out and be great. Mhm