Best Friends
No More Homeless Pets Forum
September 20, 2004

Board of Directors

Outi Flynn
Outi Flynn

How can you develop a truly effective board for your group? Head off problems before they start? Meet the challenges your organization's board is facing? Outi Flynn, director of the Knowledge Center at BoardSource, and Bonney Brown, director of the No More Homeless Pets campaign for Best Friends, will answer your questions regarding boards of directors.

Introduction from Outi Flynn:

Every non-profit corporation needs a Board. This is the group that ultimately is responsible and liable for the organization -- no matter how structured or relaxed its internal operating principles are. The Board simply can't get around its legal obligations, its fiduciary duty, and its role as the primary overseer of the operations. A tough role, but doable as long as individual Board members understand the expectations and are properly oriented and prepared for the task.

Fortunately there is plenty of flexibility for individual Boards to determine what methods produce the best results. After all, we are talking about teamwork, and group dynamics can have a great impact on the effectiveness of the team. After the basic rules are clarified and understood, and good practices are tested and adopted, any Board can be successful in advancing the mission of its organization in an accountable manner. This is not wishful thinking, but it takes commitment, active participation, and learning to have fun while doing it!

Introduction from Bonney Brown:

The Board of Directors plays a pivotal role as the foundation for your humane organization, but there sure seems to be a lot of confusion around just what that role is and how to make the most of it:

- What should Board members be doing? (And not doing?)
- Maybe your group is all-volunteer and Board members end up having to do the daily work of the organization. This is taxing for them, and can create real challenges for non-Board members in the group. What can be done to help keep roles clear and to set the group up for smooth transitions in the future?
- What's the difference between the Executive Director's job and the Board's job?
- How can you cope with a dysfunctional Board member?
- Where can you find good Board members?
- Maybe you realize your group needs input from fresh voices, but you don't want to risk the stability of your group by adding a lot of new people to the Board?

We'll be happy to try to offer advice and possible solutions to your tough Board and governance challenges this week.

Questions


Do small organizations need a Board of Directors?
When Boards get involved in daily operations and undermine a Director
When the President controls meetings and finances without Board approval
What is reasonable to expect of Board members in terms of work?
When you start a group how do you not lose control of it when new people come on Board?
Recruiting new Board members
When Board members don't want to raise funds
Getting Board members engaged in communication and giving feedback to materials
Finding who is on a Board and what an organization's statistics are
When Board members micromanage
Finding professional people with the right skills for a Board
Changing the way the Board is selected
Can a Board member become a paid Executive Director?
If a Board doesn't take action against a Director's mismanagement, then what?

Do small organizations need a Board of Directors?

Question from Mandy:

I volunteer for a non-profit, all-volunteer organization that does not have a Board of Directors. The policies and decisions are made jointly by the group's Founder (and leader of the group for 20+ years) and the group's General Manager.

Our organization is simple and focused; we provide foster care, subsidize low-cost spay/neuter certificates, and host a mobile adoption desk at PETsMART twice a week. We have one major annual fundraising event (in which expenses, manpower, and revenues are shared by multiple local groups).

Does an organization like ours need a Board of Directors? How would I, as a part-time volunteer, persuade the group's long-standing leadership of this need? I wouldn't want to offend them. After all, they have kept the group going for all these years without a formal governing Board.

Outi Flynn's response:

Every non-profit needs a Board. That is the body with the ultimate responsibility and liability for the organization. If the organization is incorporated, it also has state laws to obey. If it is recognized as a tax-exempt organization, it must meet the IRS expectations.

You are describing, what we tend to call, an AVO, all-volunteer organization. This is a non-profit where the Board has different hats to wear. Its main function is to govern the shelter: guard the mission, set the direction, see that appropriate and ethical guidelines keep the organization on the right track, and ensure that adequate resources allow the mission to be met in the most effective and efficient manner possible.

Because there is no paid staff, individual Board members must also assume the tasks to get things done. The full Board divvies up the work to be done. And Board members and other volunteers happily go off and do the work, but according to the direction that the full Board has set.

In your situation you probably have this kind of a setting. The Board is there, but it may not quite know it. Time to fix it. At the same time, it is good to check the role of the Founder, too. If she assumes the main administrative role, she still reports to the Board and should not make organizational decisions alone. Never can repeat it enough: the full Board is in charge of the future of the shelter.

If you want to clarify the set up for yourself, simply contact the Founder, who seems to be in the leadership position, and ask direct questions.

Bonney Brown's response:

In order to incorporate and get 501(c)(3) status a group must have a Board of Directors, often a minimum of 3 people. But sometimes in smaller grassroots groups, the Board really only exists on paper -- and occasionally the organization, if small and focused, operates fairly well for some period of time (not unlike some small businesses that are run by a sole proprietor). But over time, as a group grows and as needs change, the lack of the support and oversight of a real functioning Board begins to take its toll on the effectiveness of the organization.

The government requires non-profit organizations to have a Board for very good reason: so that they can watch out for the well being of the organization and ensure that it is operating in an ethical manner. Being a non-profit carries with it some significant benefits (tax exemption, tax deductible donations, to name two) and the Board's role helps to ensure that the public trust is honored by ensuring that sound practices are in place for governing the charity. Also, a good Board of Directors is a tremendous asset for any organization.

One way to open a dialogue with either the Founder or the Manager (if you are uneasy about admitting that you have been thinking about it yourself) might be to say that a friend who knows you are a volunteer was asking about the organization, who was on the Board, that sort of thing, and you realized that you did not know much about it. (It could be that the Manager and Founder are on the Board and that some other folks are involved behind the scenes.)

However you approach it, your respectful attitude about all that has been accomplished by the two leaders should be helpful in any discussion. Let them know about your admiration for their work and dedication.

Sometimes people are not aware that there are other ways to do things and a bit of information can help, especially if presented gently over time.

I highly recommend Compass Point Non-profits' Board Cafe e-mail newsletter. It's a wonderful free resource that every Board member and Executive Director ought to read. To subscribe, read back issues online, or order their terrific book visit their website:
http://www4.compasspoint.org/p.asp?WebPage_ID=652.

When Boards get involved in daily operations and undermine a Director

Question from Amy:

I always thought that it was the Director's responsibility (in this case that is me) to oversee the day-to-day operations of the shelter and the Board was supposed to make sure that we are financially solvent and that the organization is heading in the right direction. I did not believe the Board was to be involved in the day-to-day dealings with staff, or how much we spend on food or cleaning supplies, etc.

However, there are a few members on my Board who are constantly coming by the shelter and talking to employees, giving them orders on how to clean or what animals to intake, and it is really undermining my authority. My employees are confused on whom to listen to and it is causing more chaos. Am I right in understanding our roles, and how do I tell the Board nicely to please stay out of the daily shelter operations and re-focus them on their responsibilities?

Outi Flynn's response:

You and your staff have a reason to be concerned and perplexed. It seems that there is some confusion in the minds of some Board members about their role and duties. Maybe the following reminder can help everybody learn his or her proper, and most productive, roles.

The Board hires the Chief Executive and delegates the daily operations of the organization to her/him. With a clear job description and annual expectations, it should be 'pretty easy' for the Chief Executive to determine where the daily priorities are and what needs to get accomplished. It is normal and expected for her to have regular communication with the Chair for feedback and an annual performance evaluation for the full Board to assess the big picture evolution.

As for individual Board members, they need to understand that they are part of a team. This team makes the decisions together based on the results of regular oversight, reports and monitoring. Board meetings are the venues for discussing issues that affect the organization. That is where Board members also have the best opportunity to pose questions on an agenda item when something does not seem clear. (Hopefully the agenda focuses on issues relevant to the Board!)

Individual Board members really should not get involved in the daily operations. If they visit the shelter, hopefully that is because of their passion for the animals -- not to check out the feeding schedules or how often the dogs get to go out for a walk. Individual Board members should pose these questions only if the full Board has delegated them the task of investigating a problem or researching shelter practices.

The Chief Executive should have a chat with the Chair and ask him/her to clarify the different roles for all Board members. Yes, it is often more fun to be involved in the day-to-day activities but that role has been given to the Chief Executive. It is undermining her authority if a Board member comes along and starts micromanaging or questioning any operational or administrative details -- not talking about the confusion it creates in the minds of other staff.

Bonney Brown's response:

Unfortunately this is not an uncommon situation. In many cases Board members think they are being diligent by doing such things, but as you point out, it is very destructive to the organization. In some cases some solid information from a reliable, impartial source can go a long way, so I'm recommending several webpages below from Compasspoint Nonprofits' Board Cafe.

What is the role of the Board of Directors? The Board of Directors governs the organization, not in terms of day-to-day activities, but in terms of high level decisions. The Board is responsible for establishing the direction of the organization and for its financial, ethical, and legal well-being. The Board is also responsible for hiring the Executive Director and for ongoing oversight.

It helps to understand that the Board only has authority as a body, as a group. Each Board member has a vote on issues that come before the Board at a meeting. Beyond that, individual Board members have some significant responsibilities, but they do not have authority (as individuals) over the staff or Executive Director. As a body they can provide direction and even fire the Executive Director.

The Executive Director is responsible for appointing all the other staff members and for the daily operations of the organization.

If Board members are also fulfilling other roles within the organization, as they often are in humane organizations, they are especially prone to blurring the lines of authority. Each Board member needs to have a clear understanding that his/her staff or volunteer work is separate and apart from his/her role as Board members. They must set a good example by respecting the authority of the appointed Executive Director and staff with regard to daily operations. For those filling such dual roles, it can be helpful to stop and think, "Which hat am I wearing now?" before acting.

One key to ensuring clarity is to have job descriptions for the Executive Director and for the Board members that outline their roles in black and white. If a Board member slips up and begins meddling in the daily operations or interfering with staff, the Executive Director and other Board members ought to lend support to help the individual understand his/her role. The job descriptions help to provide a basis for the discussion, since the individual has already read and agreed to them.

These issues of the Board Cafe newsletter might be helpful in getting everyone focused on what they need to be doing for the organization:
- These two address the role of Board members:
http://www.Boardcafe.org/bc2003_07.htm and http://www.Boardcafe.org/bc2003_08.htm.
- This one contains a job description for an Executive Director: http://www.Boardcafe.org/bc2000_09.html.
- This issue includes a Board member contract: http://www.Boardcafe.org/bc2003_10.html.

Best wishes for success in getting everyone focused on their roles.

When the President controls meetings and finances without Board approval

Question from a member:

Our Board of Directors doesn't function properly. The Treasurer never sees the expense records because the Founder, who is also the President, keeps control of that saying she must have the checkbook for day-to-day expenditures. The President will prepare a general report of expenses (never detailed so we get a real picture of where the money goes) for a Board meeting. She says her report is all the IRS requires so that should be sufficient for us. (She is also prone to canceling our Board meetings so we go for months without meeting to discuss issues.) The Vice President seems to have little influence either.

It's our President who seems to need to maintain all control and say-so, and if we attempt to "help" her with these duties or ask questions, she acts hurt or cancels a planned meeting in order not to face us. At a recent volunteer meeting, we offered these three, non-functional Board members the opportunity to step down, allowing others to take those positions. Of course, none of them budged. Any ideas? This problem continues to keep us from being a really great non-profit rescue.

Outi Flynn's response:

Here we have to have some tough talk. This Board needs to learn to take charge! It is not fulfilling its role as the overseer of the organization. It is not monitoring adequately the finances. It seems to allow the Founder to set the pace and draft the rules. Individual Board members are placing themselves in jeopardy by not asking the tough questions and expecting to get the right answers.

Here are some questions that could help this Board assess its present state of affairs:

- Do we all understand our role as the responsible body for the Society?
- Do we all understand our individual responsibilities and those of our fellow Board members?
- Do all Board members individually feel comfortable about the way the organization is managed?
- Do we have the necessary policies in place to guide our Board in decision making?
- Have we recently reviewed the policies and procedures?
- Do we have term limits for Board members?

It is necessary to be thoughtful, appreciative, and respectful with peers. However, emotions cannot guide the Board's actions. The Board has to be accountable to the supporters and constituents and diligently show that the organization is well managed and financially responsible. Without adequate monitoring it may find itself in a tough situation having to answer an outsider's questions.

Concerned Board members could form a task force, frame the issues of concern, convene the full Board and the Founder around the same table, and start together to turn a new leaf.

Bonney Brown's response:

The other Board members may not fully realize that they are all legally responsible for the organization, its legal and financial well-being. To fulfill their responsibly as Board members, they each need to review standard monthly financial reports and an annual budget.

Providing information may be the key here. You could suggest that each Board member sign up to get the Board Cafe e-mail newsletter that I mentioned in the previous reply. It's free and short and easy to read. To help things along you may want to print some of the back issues that seem most appropriate and send them to each of the Board members.

I'd also recommend two short, simple booklets available from Board Source: http://www.Boardsource.org/, Ten Basic Responsibilities of Nonprofit Boards and Understanding Nonprofit Financial Statements.

Once the Board members understand their responsibility they will need to find the collective backbone to address this issue with the President -- as a group, as part of an official meeting (which they can call).

Much as the organization may owe to this individual, it's the Board's job to review financial statements. The President's contributions should be openly acknowledged, but the Board really needs to step up to the plate, refuse to be bullied or manipulated, and fulfill their responsibilities to the donors and the animals.

Best wishes for success in helping the Board to get there!

What is reasonable to expect of Board members in terms of work?

Question from Peggy:

I used to work at a shelter where the Board of Directors complained about Executive Director having to come to the monthly meetings. Needless to say, they were not very Executive Director involved in fundraisers and other shelter activities. Now I'm with an Executive Director spay/neuter group where all the Board members are very much involved in all Executive Director aspects of the organization. What is reasonable to expect of Board members?

Bonney Brown's response:

Often serving on a Board is a new experience for people who have, out of a love of animals, accepted this job. In many cases they have little information to go on and no one to help show them the way.

The Board President and the Executive Director can and should help orient Board members. Not only should Board members know up front, before they agree to serve on the Board, what is expected of them, but they'll also need an orientation packet that includes information about the organization as well as more general information about the role and responsibilities of Board members.

The Board member contact from Board Cafe can be helpful:
http://www.Boardcafe.org/bc2003_10.html. Of course you'll want to customize it for your organization.

Often in non-profits when budgets are tight it's easy to overlook the value of training and information for Board members, as well as for staff and key volunteers. Money spent sending people who have the potential and dedication to help your organization grow to a conference, or providing a subscription to an appropriate publication, is money well spent. Not only will people learn how to work smarter, they'll also be reenergized and focused.

Outi Flynn's response:

There is unfortunately no standard answer to your question. But each Board must determine its own parameters - if for nothing else but to ensure that there are no surprises for participating Board members. When you make a commitment to volunteer or to work as an employee, you do it based on the expectations and how you feel you can meet them. Every volunteer, including a Board member, has the right to know ahead of time what is waiting for her.

If your group has no staff members and limited direct service volunteers, your Board members need to roll up their sleeves. Very often in shelter-type organizations, Board members are more than happy to do it. However, without a plan and clear division of labor, the workload can become overwhelming and the fun disappears. We all have our private lives and probably also professional obligations.

It is important to remember that the governance obligations are the primary duties for the Board members. Board work happens mostly in the meetings and they are essential. If you structure your Board meetings wisely to focus on the Board stuff, it is easier to delegate the other tasks to committees and individuals. If you have a master list of what needs to be accomplished, you can guide your Board members toward their interests, too.

The short answer to your question: Make your Board members first focus on their governance duties and organize a strong volunteer program to help with the daily work.

When you start a group how do you not lose control of it when new people come on Board?

Question from Beth:

I am the Founder of a relatively new group. I want to open our group to new Board members and skills so we can grow, but I don't want to lose control over my organization or have it go in a direction that is not what it was started for. I also don't want to become one of those groups that becomes a stalled group full of naysayers. How do I implement term limits without losing control over my group? Can I apply limits to only new Board member and not founding members?

Outi Flynn's response:

You have very natural 'Founder' concerns. Most Founders worry about losing control of their baby and have difficulties accepting others in the decision-making process. Unfortunately that's the way non-profits are structured. The Board has the ultimate authority for the organization and therefore must ensure that the mission is respected and that the organization keeps going in the right direction. Any good Board should be able to do that.

The tough decision a Founder has to make is to choose her place. That can be either as one of the Board members and then share the responsibility and liability. Or, that can be as the first Chief Executive who can run the operations but must report to the Board. It is possible for Founders to be happy in both positions. There is no third position called 'a Founder' with a different job description.

To avoid stagnation and keep new ideas coming in, term limits can help enormously. You have a great idea there. One way to install term limits is to set them up in a staggered manner. For instance, have three-year terms for Board members but divide the troupe in three groups where you have those whose term is up after 3 years, those after 4, and the rest after 5. Gradually you will have only 1/3 of the Board up for retirement at a time: you have renewal and organizational memory in the same package.

To be able to get re-elected, make sure you have an evaluation process in place. Give that task to your governance committee. If you are about to lose a very valued Board member, make sure you have alternative ways to stay active. Serving on the Board is not the only way to help your organization!

It is not a good idea to show preference for some Board members. That is an easy way to make the rest question why they even stay on the Board or come to meetings. One of the main purposes of term limits is to keep new ideas coming! Term limits apply to Founders as well.

Bonney Brown's response:

When a group is starting out it's still young and fragile, so stability is important. I'd recommend keeping it as 3 Board members for now, and creating an advisory Board -- as you say you do need professional expertise too! I wrote about it a bit in a previous reply, but here's the direct link to the Board Cafe article on advisory Boards:
http://www.Boardcafe.org/bc2002_10.html.

Over time you need to be sure that the group is not staying too small and tight. You will need new ideas and different perspectives to make sound decisions, and you may want to expand the size of the Board. The good news is the advisory Board will have provided a terrific way to get to know people and select the best Board members.

On term limits: My recommendation would be to establish terms of office, but not set limits. This way people can be reappointed, but do not have to be reappointed.

Recruiting new Board members

Question from Susan:

We're a less-than-one-year-old No More Homeless Pets group that's been incorporated and has gotten its 501(c)(3) status. We've got a very enthusiastic and hard-working group of volunteers but currently only three Board members. We'd very much like to expand the Board and would like advice as to how to recruit suitable people from the public (not currently involved in the group) and how to persuade current volunteers to "step up" and consider becoming Board members, which means a time commitment for Board meetings and leading programs. Thanks for the advice.

Outi Flynn's response:

You are probably just meeting the state law standards with only three Board members, and gradually have learned that there is plenty of work to do, new ideas are needed, and it is pretty tiresome doing everything alone in such a small group. Secondly, you must realize that your opportunity costs are high as you miss some great ideas and don't have the capacity to accept all initiatives.

Where to find the next Board members? They are all around you. Most people are not involved because nobody asked them.

Invite your present Board members and the most active volunteers together for a brainstorming session. Ask everyone to come with five ideas for where you should go to look for new members and five names of potential candidates. That gives you already an impressive resource for immediate work and a source for enthusiasm.

But do the rest of the preparation work at the same time. Make sure that you have compelling documents describing what your organization does, where you are planning to be after the next five years, how your Board works, what the role of a Board member is. You have to have a good case to entice people to get involved.

Some places where you might look for new members:
- Your clients and customers
- Colleagues, friends, neighbors
- Local volunteer center
- Business leaders in the community
- Churches, synagogues, and other religious institutions
- Local community colleges, universities
- Professional associations

Bonney Brown's response:

Where to connect with these right people who can lead projects, head up committees and possibly become Board members? The key is reaching out.

The only way to really get to know people is to work with them for a while, so you might want to consider creating an advisory Board as a way to involve new people with expertise. Get to know them over time before inviting them to be on the Board of Directors. Another good option is asking promising individuals to fulfill a key role, such as organizing an event, spearheading a project, or Chairing a committee.

As you get out there and spread the word, be sure to be specific in your request for help. If you're looking for specific expertise or skill, say so!

Create a list of volunteer opportunities to share with the public. You'll want to be sure that some of them involve skill and a high level of commitment, so that people who want to get really involved will know that they have the opportunity to do so, and will not just be asked to stuff envelopes when they volunteer.

Many civic groups welcome speakers from other groups, you might want to prepare a nice PowerPoint presentation about the work of your group and offer to speak there. Civic group members are community minded people who often have good connections in the business world.

Local radio talk shows, cable access television, free volunteer needed notices in local newspapers, are just a few ways to get the word out there about your group which is the first step in attracting talented people to come on Board and help. Ask your current members to help spread the word too.

An effective method we had when I was running a humane group in Massachusetts a few years ago was to host open meetings in each of the nearby towns. We'd promote them widely, share information about our group, and ask everyone who came to complete a one-page questionnaire about their skills, work experience and interests. After the meeting we provided refreshments and Board members fanned out to get to know the attendees. Then we would review the applications and over the next week call anyone who looked especially promising that we missed talking with at the meeting.

Selecting Board Members:

Before you invite someone to be on the Board it's important that you get answers to some specific questions about them:

- Will they work well with your group?
A single troublesome individual can impede progress and make everyone else miserable. The ability to work as part of a team is really important. The best way to know for sure if they are a fit with the group is to see them in action as part of your group, perhaps as a committee Chair, event organizer, or in an advisory role. It may also help to talk with other people who know them. Without prying you can often find out what they are like to work with.

- Do they understand and agree with the organization's purpose and goals? Do they share its basic principles?
Don't assume that because they love animals they agree with your organization's mission and goals. You'll want to share the mission, goals, and guiding principles of the group with them (in writing) and talk about them at some length. Even if you have known the individual for sometime, it is still important to sit down and talk specifically about these things, and give them a chance to share and elaborate on their viewpoint. This is not to say that everyone must see things from an identical perspective, but rather to avoid any fundamental disagreements.

A relaxed discussion with two Board members (or a Board member and the Executive Director), maybe over lunch or coffee, can be a good way to get into some of these points. Whatever you do, be sure that you do not do all the talking! The idea is to get them to talk so you can observe their responses and learn about their viewpoint.

- Will they put in the time needed?
You'll need to ask specifically about this too. It's true what they say about getting a busy person to do something that really needs to be done, but there are limits to what anyone can do. Be sure to provide, in writing, the expectations of Board members, and the time commitment required.

- What resources do they bring to the Board? Will they commit to help with fundraising?
This can best be explored in a relaxed conversation. But be sure to share any specific requirements or expectations of Board members, in writing, before they sign onto the Board.

When Board members don't want to raise funds

Question from a member:

We have many wonderful, hardworking Board members but they do not want to do fundraising. They will come to events and meetings, brainstorm ideas, and help at the shelter, but they don't want to do any serious donor recruitment or membership campaigns. The problem is that we need them to fundraise. We have held Board trainings on the importance of this and how it is their responsibility, but they say they don't feel comfortable.

We are now in a desperate money situation and staff and volunteers are trying to fill in raising money while caring for the animals. It is not working and I am very afraid that we could go under. How do we convince the Board of the severity of the situation and that the shelter's putting on a few extra special events here and there is not the long-term answer?

Outi Flynn's response:

If you do not have enough earned income (how many small shelters do?), your Board's important duty is to brainstorm and determine where adequate funds can be procured.

Before even focusing on a more concerted effort to raise funds, make sure your Board poses some of the following questions:
- Do we have a diligent process for budgeting? Are our budgets realistic and balanced -- whatever it takes?
- Have we carefully looked at our programs and projects? Are they all necessary? Are there some others that we should be involved in?
- Have we analyzed our processes to ensure that they are efficient -- and effective?
- Have we contemplated possible partnerships and collaborations with other organizations and local businesses?
- Do we have a clear strategic direction and guidelines on how to get there?
- Is our fundraising plan tied to our strategic plan?
- Are we all committed to keep this organization going? What are we willing to do to make it happen?
After realizing what the questions above really mean, the Board must also focus on its own role in fundraising.

The main obstacles for getting Board members active in fundraising is that they do not realize this is one of their responsibilities, they do not know how to do it, and nobody is helping them acquire the tools and confidence. Work with your Board Chair. She is essential in getting the message across to the entire Board.

Feeling comfortable about fundraising is a rare gift. Probably the main obstacle most of us have is the feeling that we are begging and worrying about people saying no. Start by dissipating the common belief that asking for money for an important cause is begging. No organization is able to function without money. Raising funds is one of the most natural activities a Board member can engage in to show his own enthusiasm about the organization and its programs. Giving money to a cause is equally natural. However, most people do not give unless someone asks them to give.

Make sure that new and old Board members truly realize what is expected of them. There is no worse surprise to a happy enthusiastic new member than to learn that the next day he is supposed to go do fundraising in the community and bring in real money. Discuss personal giving. Expect that the shelter becomes one of the primary objects of your Board members' generosity. Most people give to charity. Why shouldn't you give to the organization that is closest to your heart? And, it is so much easier to ask others to give when you can show example, and better yet, say that your Board gives 100%

If your training sessions, providing the tools and necessary information, haven't been effective, draw the conclusion that you need a different approach. Without proper training nobody manages this task successfully.

Don't just expect your Board members to go and invent their own projects and events. Bring the most experienced volunteers together and draft fundraising plan. Incorporate goals and assumptions. Draft a budget. Keep track of evolution. Keep everyone informed and celebrate when you meet the targets.

Don't send Board members alone in the world of fundraising. Form teams with newcomers and more experienced fundraisers. Have leaders in these teams ensure that efficiency and focus are part of the efforts.

And remember that not every Board member is skilled in the same tasks. Find the right places and activities for each Board member. Always thank Board members and volunteers publicly for their efforts.

Bonney Brown's response:

It's a bit unclear if the Board members do not understand the severity of the situation -- in which case, the Executive Director and/or treasurer ought to brief them -- or if they understand, but are not sure what to do.

Raising Money in a Hurry: Once again, my favorite resource, Board Cafe, has an article titled "Raising Money in 30 Days" that might be helpful to share with the Board and key staff and volunteers. You can read it here:
http://www.Boardcafe.org/bc2003_06.htm

One of the easiest ideas in the article is getting the Board together to make calls (or write letters) asking for donations. It becomes a group activity that way, making it a lot easier.

Another easy idea that's tried and true is tabling -- getting Board members and volunteers alike out there tabling for the organization at local pet supply stores, supermarkets, health food stores, and community events. Plus, tabling will help you on your way to a long term fix to the funding crunch, as people should both be gathering new addresses for the mailing list AND getting donations on the spot.

Each team of people tabling will need an attractive but simple display with photos of some of the animals you have helped, donation cans, sign-up sheets for volunteers and for the mailing list, and literature that people can take with them about the work of your group. Another key is a friendly, outgoing attitude. Smile broadly and invite people to learn more about your group.

You could also try seeking in-kind donations from both your members and local businesses. If you can get the things you need donated that's as good as raising the money to buy it. And this may be a good project for a Board member.

If some of the Board members are very interested in events, suggest they work on a yard sale. Yard sales can have a short planning time frame and the potential to raise significant funds. Of course you want everyone to ask all their friends, family members, neighbors, and the group's supporters for donations of items. But Silva Battista, who runs Los Angeles programs for Best Friends, takes this to a new level. She brings a large sturdy trash bag and letter (explaining the yard sale and that their donation will be tax-deductible) to all the area business -- and lets them know that she will stop back in a week to pick up the bag. This works like a charm, getting a lot of terrific items that can then be sold.

Who should be fundraising? Developing the support of many members is the only road to success in fundraising for most humane organizations. And this job is too much to expect of the Board alone.

While the Board certainly has a role in fundraising, and while they are responsible for the overall well being of the organization, in many cases the primary fundraising functions are fulfilled by staff members or key volunteers who are not on the Board. The Executive Director also has a key role in fundraising, which may include either doing a good deal of the work of routine donor communication (usually a newsletter), new member acquisition, and overall development, or hiring a staff person (or recruiting a volunteer) to manage these things.

Your members need to hear from you regularly so they will feel bonded to, and want to support, the organization. Newsletters, either via the conventional mail or via e-mail, are the key way most successful groups keep in touch.

Developing a Real Solution: You and the Board members may want to read this recent forum on building a mailing list, http://www.bestfriends.org/archives/forums/062804lifeblood.html, and this grassroots fundraising manual, http://www.bestfriends.org/nomorehomelesspets/pdf/pawsmoremoney.pdf.

Together they will provide a solid overview of what needs to be put in place so that the organization will not be struggling financially. Once you have all read it, the Board and director may want to plan to meet and discuss which of these things might be implemented and how it might best be done.

Another key to a long-term fix is ensuring that all new Board members know what is expected of them (they need to receive it in writing) before they agree to join the Board.

I know that some groups require a donation of a specific minimum amount from Board members, but I'd suggest that if you are running a grassroots group you may be better off to provide options, such as making contacts that bring in a set amount of money, or raising funds through events, donor cultivation, or grant writing -- to name a few possible options.

Best wishes for success!

Getting Board members engaged in communication and giving feedback to materials

Question from Jeannette:

I have a wonderful, diversified group of Board members who I *thought* I had chosen wisely. One is a lawyer, one is a financial advisor, and the other has a good background in animal rescue, placement, and other areas concerning rescue work. The problem is... they don't do anything. We usually have online meetings (because everyone is too busy to get together), and I ask that each one send back a copy of my message saying they received it and add any comments. I request they "reply to all" for any comments, suggestions, discussion, or new ideas. All I get back is acknowledgment messages. One or two will usually write back words of encouragement telling me what a good job I'm doing. LOL! The only problem is that I don't feel as if I'm really doing much, especially as far as the organization advancing in any remarkable way.

How do you go about removing existing Board members and adding new ones? I don't really want to increase the size of our Board as I feel the more people you have, the more trouble with disagreements and prolonged decision making you could have. My current members are great people who I think very highly of, but I just can't seem to motivate them to become involved. I guess that would be my second question. How DO you get your Board members to get involved in the organization?

Bonney Brown's response:

You may have been right on in your selection of Board members; it may just be that they need more specific direction in terms of what is expected. Have you tried asking any of them to do anything specific for the organization? Sometimes it's as simple as that.

You could also frame the e-mail communications to include specific questions about things that cannot be answered with a simple yes or no, but will stimulate some discussion and involvement. Setting up an e-mail group for the Board members on Yahoo (they are free) may help too, as that way everyone would get to see how others were responding and you might be able to get a discussion of sorts going.

While ideally you want to introduce a Board member job descriptions or contracts before they sign on, it's never to late to start. You could e-mail out the sample Board contract from Board Cafe and ask for comments on it. (Here's the direct link to the Board contact:
http://www.Boardcafe.org/bc2003_10.html.)

It may be time to rethink the e-mail only meetings and schedule a few in person meetings as well, maybe one meeting each quarter so people can meet face to face to discuss some specific topic. Developing a strategic plan for the organization might be a good first topic, as it would help the Board to focus on setting goals and exploring how you might achieve them together.

Good luck!

Outi Flynn's response:

Your question leads me to focus on a couple of points you mention, but before I address them, I would say that do not give up yet. Also, you are right saying that just adding Board members to a malfunctioning Board is not a solution. Removing Board members and starting a new Board isn't either... until you have figured out what went wrong in the first place.

When you recruited your Board members, did you clearly indicate what was expected of each of them? Did they have a personal passion for your mission or did you just look for some professional skills that might be helpful in getting things done'?

One of the key ways of engaging new Board members is to ensure that from the first day on, they are drawn into activity. People want to be responsible and feel used! That is supposedly why they joined in the first place. Make sure that each Board member is in a task force or a committee and involved in activities that he or she feels are rewarding and meaningful.

Do your Board members know each other? One of the reasons to join a Board is to be able to feel part of a group that is into something together. Group dynamics can never be undermined. If your Board does not meet face to face, how are you able to create this cohesion and sense of belonging together? (Also, if you are an incorporated organization, your state laws most likely have something to say about meeting structures and making decisions via electronic ways.)

You give the impression that you are the taskmaster and delegate the duties and only expect feedback to plans or decisions already made. It is very difficult for a team member to feel part of a group if he does not have any input in the planning and formulating of ideas. That's what the Board is there for. Talk. Deliberate.

Before you do anything else, analyze the reasons why you have a non-active Board. Make an appointment to discuss individual situations with each Board member separately. Talk to them. Meet with them. Ask why they don't participate. You may find quite revealing answers. You may find some members who just have given up and there is no way to get the spark back. Give them an option to resign if there really is no way to involve them in your New and Better Board.

This New and Better Board won't happen unless you ask each remaining Board member to help you with it. Let your Board members talk and propose ideas. Sit back and listen carefully.

Finding who is on a Board and what an organization's statistics are

Question from Diane:

The "Humane Society" in our neighboring town has been run, for over 25 years, like a dictatorship by one man. He is very set in his ways and won't entertain any progressive or creative ideas. His belief is that only "putting them down" works. This is a private agency, and they answer to no one. A group has formed that would like to do something about this situation, but we don't know how to start. How do we find out who is on his Board. How do we find out what their statistics are? Do we have the right to this information?

Bonney Brown's response:

Actually, it's not uncommon that people ask how they can create change or get control of a group that is not doing anything for the animals. There are some things you can try, but do read this reply to the end because while there are things you can do, they are not necessarily the best use of time and resources.

First, if you have not done so already, you could try talking to the fellow. It's tempting to tell such a person all the things they are doing wrong, but the best approach might be to go to him with an offer to initiate a new program that you (and other volunteers would fully manage), such as a foster care program, or an off site adoption event. If he accepts your offer, you now have a foot in the door and can try to win trust and make headway over time.

If this has failed you can try reaching other influential people within the group with information. This would include other Board members, the Executive Director or Shelter Manager (if there is one, other than this fellow). You can start by providing some literature to them. Send them an invitation to join this forum, or print information that might help expand their horizons off the Internet. Invite them to come to a conference, like the No More Homeless Pets Conference or CHAMP. (The Resources section of the Best Friends website might be a good place to start:
http://www.bestfriends.org/nomorehomelesspets/resourcelibrary.)

If the gentleman or his staff will not give you the names of Board members, you can obtain public records. All non-profits are required to file periodic reports with the state government (usually there is some division of public charities either under the auspices of the Secretary of State or the Attorney General's Office.) Getting hold of the bylaws and most recent reports would be a good place to start. You may need to play a small free for copying.

In some communities people have taken these issues to the media with some success, such as the Citizens for Animal Protection in Arlington, Virginia, or as Ed Boks the Animal Control Director in Phoenix, Arizona, did a few years back when one key player in the community would not join in the lifesaving efforts. These two campaigns were relatively successful, and in both cases the director moved on, but many such efforts are not successful. Such campaigns take up a lot of time and generate considerable negative energy around the issue in the community.

You do not mention if there are any other grassroots groups in the community -- smaller start-up groups that are trying hard and on the right path. If there are other groups in the area, a far better use of your energy may be to help them. See if they would welcome you assistance and put all your energy into making them a success.

If there are no other groups in your community already, you may be better off to start one than to spend a lot of time and resources trying to force an old dinosaur to move. In the business world, when a local company is not doing a good job it's viewed as an opportunity. Rather than trying to force the current business to do a good job, someone would start a new business, and aim to deliver the services the other business is falling down on.

While it is, without a doubt, a lot of work to start a new group, and while just creating more small groups is not necessarily the best way to address a community problem, if there are not any alternatives to this one humane group this may be the way to go. It can be a much better use of time and energy to start something fresh and new than to be focused upon the things that are wrong with the old group. In fact, keeping this in mind is really important; your new group needs to have an identity and positive energy of it's own beyond just existing in reaction to the old dinosaur group. So take the time to develop your mission and craft a plan that will meet the needs of the community and will generate positive excitement and enthusiasm from the public. Make your group the group that people want to be part of because it's fun and effective!

You'll want to check out these two resources before you proceed to launch a new group:
Community Assessment and Planning for the Humane Movement: http://www.bestfriends.org/nomorehomelesspets/pdf/assessment.pdf
Starting a Non-Profit Organization to Help the Animals: http://www.bestfriends.org/nomorehomelesspets/pdf/startingnonprofit.pdf

Outi Flynn's response:

When you have concerns about a specific non-profit, a group effort is a good idea. It sends a message that supporters and constituents pay attention, care about the organization, and that the questions are not coming from an over-zealous individual who wants to verify every single piece of paper in the files.

Before you express your concerns in a public manner, number one rule, do your homework. Learn as much as you can. Get to know the organization as well as possible. To start
- If the organization has a Web site, peruse it closely and learn about all the programs and projects.
- Visit the organization and get all the possible brochures and printed materials.
- Go to www.guidestar.org and see if the organization is listed and if its Form 990 is posted.
- Request a copy of Form 990 if it is not available via GuideStar. Every filing organization is obligated to give you a copy.

You mentioned some of the points that bother you. Have your group dissect your questions and place them in different categories. Are there compliance issues? Are there questionable practices? Are you looking at internal procedures or how supporters (any outsiders) are treated? Are you focusing on personality traits rather than mismanagement? Would you like to implement new services or give feedback on the present ones?

What has caused your dissatisfaction? Are your opinions based on facts or on hearsay? Be very clear about focusing on what actually is going on and what is a legitimate concern. Number two rule, document your valid points if you want to have an impact.

After you have your case clearly defined and you have separated the compliance issues from your recommendations to make the Society more user-friendly, efficient and responsive to community needs, try to get an appointment with the Chair or another Board member. (Who serves on the Board? Form 990 would list the names if you can't get that question answered by simply asking a staff member. Or, if all fails, go to the person you seem to be most worried about.)

Number three rule, know your place. Don't go there to accuse anyone. Come as a concerned supporter who wants to provide feedback to make the organization better in responding to user wishes. The way you communicate is the key to how you will be received.

When Board members micromanage

Question from a member:

Our Board is essentially a working Board right now, because our organization is small and just starting out. We're trying to find a structure that meets our needs and gives us all what we need to get the job done. One problem we're experiencing is that some of the officers think they need to be involved in every issue, to the point where they are micromanaging and leaving other Board members out of decisions. Do you have any suggestions for how we can move past control issues and work better together?

Bonney Brown's response:

This is a common situation and it easily leads to confusion.

Even if a group is starting out and is all-volunteer, I'd highly recommend appointing an Executive Director who oversees all the day-to-day operations, as well as other key "staff roles." This way the Board is not so confused about their governance role vs. the future staff roles. This is especially important if one of the Board members is the Executive Director, which is not unusual for start-up groups.

The best way to start the ball rolling is to initiate a discussion with all the Board members. The discussion topic is "All the Hats We Wear, " meaning that each Board member needs to be really clear that they are fulfilling Board members roles when they are at Board meetings or representing the group to the community toward fulfilling their Board responsibilities, but that whenever they are doing something else, they are wearing a different hat -- a staff or volunteer role hat -- which one day may well be worn by someone else who is not also a Board member.

Thinking about it in terms of which hat you are wearing now helps a lot of people to keep the concept straight, but the best solution is to have written job descriptions for each role -- one for Board members, one for the volunteers who clean at the shelter, one for the Executive Director, one for the volunteer coordinator, and so on. A simple organizational chart also helps. Create one that shows the Board on top in their collective governance role, then the E. D. with all other positions coming off that E.D. box on the chart. Then, when you are in the midst of switching hats, the lines of authority stay clear.

Outi Flynn's response:

Here again, this Board needs some role definitions. It sounds like your officers have taken a role of an "executive committee on a pedestal". The best way I can think of addressing your dilemma is to pose some questions that your Board should, hopefully with the Chair's leadership, address in a special Board meeting.

If you are one of the Board members, you are in a good position to bring these concerns to the full Board's attention. If you need the support of some other similarly-thinking peers, more power to you. Engage them in the planning of your case.

1. Does your Board have job descriptions for the full Board, individual Board members, and all the officers? (On BoardSource's Web site you can find basic samples
http://www.Boardsource.org/QnA.asp?Class=BoardEssential)

2. How do you elect officers? What are the criteria for being a good officer on your Board?

3. Does your Chair understand the role of the full Board as the only organizational decision-maker? Naturally every Board member and volunteer has to be able to make tactical decisions related to his or her tasks but they must follow the guidelines for the job to be accomplished.

4. Do you have a list of specific examples where you think lines have been crossed and authorities over-extended? Bring these up during the discussion as a base for your frustration. If possible, try to present the cases neutrally as situations and not blaming (or naming) a specific person who stepped out of line.

5. Discuss what micromanagement means. Talk about accountability: when someone has been given a project or a task, he or she is responsible for accomplishing it in the best possible manner. If there are problems with this, have your task forces define the objectives and goals of each project before the division of labor takes place.

6. And always, try to bring up the point that you all as individuals have a duty of care to govern the organization with due diligence. That is not possible if all information is not shared equally.

Finding professional people with the right skills for a Board

Question from Meg:

When we started finding people for our Board, we thought we should go for professional people who had backgrounds that we wanted, someone in media, and marketing, and someone with money who is well-connected. We were really excited when we got these types of people and chose them over some long-term volunteers who didn't have these skills, but who work very hard.

The problem is that they are not following through on other commitments. They may get us one good media story, or do a marketing plan for us, but they aren't doing any of the other Board member responsibilities and are more of figureheads. Should you try to go for people who bring skills to the Board that you need or should you go with hardworking, worker type who may not have as many "connections" but will do the work that needs to be done?

Bonney Brown's response:

This may not be the case here, but keep in mind that it's not realistic to expect Board members to do it all. Solid Board members are only part of the team that will make an organization successful. The Board needs to appoint an Executive Director (this person can be a volunteer until you are able to pay a salary). And the E.D. will need to appoint (or hire) staff members (even if these key "staff" roles are filled by volunteers, you'll want to have clear job descriptions for everyone). And beyond staff you will need many, many volunteers.

Recruit many volunteers: Appointing a volunteer coordinator as a staff position is an important step. (Again, this person can be a volunteer him/herself.) Successful organizations are always recruiting volunteers to help with various aspects of their work. (Tip: The more specific your requests for volunteers are, the more successful they will be. If you need someone to build a website, walk dogs, take photos, organize an event -- say so. If your request is too vague people with the special skills you need may not apply, or may not tell you what they can do. Most people assume that humane groups need people to take care of animals, and if hands-on care is not for them they most often do not reply to a general volunteer request.

Sometimes people say that no one in the community cares about animals. This is only very rarely really the case. Many people in any community care about animals. If your group is struggling to find volunteers either you are not putting the word out there effectively, or there is some other factor that is negatively impacting volunteer involvement. Aim to get many diverse people involved, if all some people do is help out twice a year at big events, that's just fine! Volunteer commitment can be cultivated over time. Very few people will be as committed as the initial founding group if they are not feeling valued and involved in shaping the organization.

Make expectations clear: The key to success with both Board members and other volunteers is establishing clear expectations in writing.

If Board members are not really clear on what is expected of them, and the length of service they are committing to, it is difficult for them to realize when they are not delivering. Having a Board member contract can help eliminate this problem. If Board members are not meeting commitments, then it's reasonable for two other Board members to have a discussion with them about the problem. The contract makes this discussion much easier.

Terms of Office: Having terms of office for all Board members gives an easy, non-confrontational way to let deadwood people go and get someone new instead. And unless you establish term limits, there is no reason not to re-appoint the best Board members.

Advisory Boards: One last thought... You might want to consider creating an advisory Board to bring on additional professional skills. The advisory Board could have as many members as you want, and as they do not have the same governance responsibility as the Board of Directors some people may be willing to do this, who would not be interested in Board service. It's also a great way to get to know people and discover who would be a good future Board member.

Board Cafe has an excellent article about advisory Boards that you may want to read:
http://www.Boardcafe.org/bc2002_10.html.

Outi Flynn's response:

Have a plan when you build a Board. As with anything else, it is easier to find what you are looking for when you know what you need. You defined specific skills and expertise and found them. A good start! The final results could be stronger if you continued on the good start.

Here are some steps for the process:
- Determine what you expect from your Board members. Are they supposed to participate in the daily work? Are they supposed to "act" on their skills rather than provide guidance, wisdom, and oversight?
- Create a Board profile. Draft a list of all the qualities, skills, expertise, backgrounds, characteristics and perspectives that could be beneficial to your Board. Tabulate the "assets" of your present Board in this grid. And, voila, you will quickly see what is missing.
- Communicate clearly with your member candidates on the reasons why you are recruiting them, what you want them to do and what they expect from this service. Often there is a disconnect between the two. Sometimes, it may make sense to direct the marketing person into strategic planning and the financial guru into defining Board member job descriptions.
- Look for leadership skills. Define your Board culture and how your team best works together by involving every one.
- Be clear on time commitments, committee assignments, participation in fundraising, and personal contributions.
- Focus on your Board meetings. Make them matter. Turn them into more interesting strategic sessions rather than discussions of the operations. Separate clearly the governance role and the worker-bee role and find the right venue for both.

Consider forming advisory groups that focus on the various aspects of your activities so that your Board can remain occupied with the big picture.

Changing the way the Board is selected

Question from a member:

We have always had a Board that is elected by the membership. However, as we grow, this is becoming more and more difficult and more of "how many friends can you bring to vote for you". We are trying to switch to a plan where the Board is not elected by membership but has a nominating committee. To do this, we need the membership to vote on it and there are some people who don't' want their right to vote taken away who are opposed to this. I am afraid if we don't change, our organization will suffer in the long run. How do we convince them this is the best option for growth of our organization?

Bonney Brown's response:

The way the Board is selected is set out in the bylaws, and these are usually amended by a 3/4th majority vote of the Board, not the membership. If you have checked the bylaws and it is, in fact, the members who vote to amend the bylaws, then you'll need to lay out the reasons for the needed change to the members. One possible way though would be to amend the bylaws to have the Board appoint a nominating committee and allow the membership to continue to vote for the candidates selected by the nominating committee.

Outi Flynn's response:

You have such a good example of the challenges of a formal membership structure. It is so much easier to form one rather than undo one. When starting a non-profit, one of your basic decisions is to determine whether you actually want formal members.

As a future reference, I tend to divide members in three different categories:

- Formal members who have a say in the internal affairs of the organization usually by being able to elect the Board and approving major organizational decisions
- Supporting members who believe and often have a stake in the mission of the organization and who are willing to pay a member fee as a contribution (and usually receive some benefits in return); this is a typical structure in health-related organizations like the American Lung Association
- Informal membership program that is a practical way to integrate subscribers into the organization. Usually for a fee, members receive benefits such as newsletters, discounts on resources, priority registration for workshops, and free admission to events

Only the first type must be defined in your articles of incorporation and your bylaws.

If you do not have a formal membership structure, you have a self-perpetuating Board. The majority of 501(c)(3) organizations rely on this form of governance. The self-perpetuating Board is responsible for renewing itself by electing its new members directly.

Even if you have a member structure, your Board should still have a governance committee (the advanced version of the old nominating committee). The role of this committee is to coordinate the slate process, determine what the Board needs and to inform members of these needs and ultimately educate members of the qualified candidates.

If the majority of the members are not interested in the voting rights, looking after the organization (rather than private interests), and coming to your annual meeting, you have a major campaign ahead of you! Make your case. Draft the documents. Plan the information campaign. Include active members in these phases. Inform every member in the most convincing manner why this membership format is not working for the benefit of your organization. Outline the alternatives. Ask the members to come to the meeting to discuss the situation and help stop the stagnation.

However, you need to provide some leverage in order to be convincing. Not a wise idea to ask members to give up their privileges if you do not give anything back. Draft a new membership program where you list all the various benefits that members can have for their member fee. Make sure you include a way for your members to provide their input and express their desires.

Can a Board member become a paid Executive Director?

Question from Tina:

Our group is a new, small organization. We are a 501(c)(3), and we are starting off with just a few people. We have the minimum of three Board of Directors for now. Can one of the Board members become the paid Executive Director that takes care of day-to-day operations? We have tried to run an ad in the paper for someone to fill this position, but for right now we haven't found the right person. The right person for us would be a Board member. Can we do that? If we hire this person for the Executive Director position should we replace them on the Board?

Outi Flynn's response:

You have the right concerns in your mind! To start with good practices is to build a strong base for the future.

When you are able to hire the first staff person, it is important to start by paying attention to the process. Normally your Board runs a search, screens the candidates and chooses the best possible person for the job at that time for the organization.

It is not a rare occasion when a Board member is interested in applying for the position. As long as the Board member is one of possible candidates, is not given preferential treatment (nor discriminated against), and is not part of the decision making, there is nothing wrong about accepting the application and considering it seriously.

You have a special situation where you have only three Board members. You probably know quite well the skills and gifts of your colleague. Have you also clearly defined the job, what is expected of the Executive Director, and how the Board will collaborate with her/him -- and vice versa? It is a little difficult to imagine that your Board member candidate would not have been part of this planning and brainstorming process because of the circumstances. However, as long as the rest of you -- and the additional Board members whom you need -- are happy with the match, there probably is nothing wrong if you go ahead with your choice.

However, make sure you document your steps. Show that you had a job description. Show that you did search for outside candidates. Prove that you made the best possible choice. This is preventive medicine in case somebody questions your choice.

The next step is to make sure that you have a process in place to evaluate the performance of the Chief Executive. Annual performance assessment is the only way for you to make sure that the Board's directives get properly implemented.

And, naturally the other task you have ahead of you is to build a solid and stronger Board. Find new candidates who will be able to work with you as you grow and provide the necessary input to help your new Chief Executive work independently and with the Board.

Bonney Brown's response:

The Executive Director job is such an important one for the organization; if the best candidate for the job is on the Board that should not stop you from hiring that individual. It would be a good idea to look for someone to replace that individual on the Board if at all possible.

I was in that position for some time in a past job. I was both the Executive Director and a Board member. It can work well for a while, but as the organization grows it is really ideal to have the Board members focused on governance and the E.D. focused on the daily operations.

If a Board doesn't take action against a Director's mismanagement, then what?

Question from Laura:

We have a sticky situation in our community. The director of the area's primary shelter has been accused of all sorts of things, from mismanagement and harassment of employees to misappropriation of funds. Several employees and volunteers have come forward recently with charges.

Here's the question: if the Board does not take action against this director, which we fear it may not, what advice do you have for those of us who want to see this situation addressed? How do you get the Board to listen and take action? We have plenty of documentation, and we feel like our only other option may be to take our charges to the media.

Outi Flynn's response:

If you have serious allegations, naturally they need to be investigated. Not taking an action at times is as bad as making a wrong decision. You may be a little ahead of the game, though, at this point by expecting the Board immediately to "take action against this director". But you are perfectly right in expecting the Board to listen and react.

As I have already guided another forum member in a slightly similar situation, make sure you have all the facts straight, all the documentation ready, and a clear sense of what is improper or illegal behavior vs. not agreeing with someone's manners and style.

Make an appointment with the Chair. Send your documentation also as registered mail. In your cover letter explain why you are so concerned (mismanagement? misappropriation of funds? improper behavior?), and how this can affect the future of the organization. Your purpose is to make sure that the Board is aware of these allegations and, as they seem serious enough, you would want the Board to investigate and react before this issue will be handled publicly in the media. You feel strongly about the situation and would like the Board to take charge, as it is ultimately responsible for the welfare of the organization. Ask the Board to respond to you and let you know what it plans to do. If you can have a group of people sign the letter, that's even better.

Bonney Brown's response:

It's not unusual for groups to have internal differences of opinion in the way things should be done, so to be taken seriously by the Board you are going to need to document these abuses, to provide some proof. Obtain copies of any official records that support the claims, and ask people who are witnesses if they are willing to put their statements in writing, on the record. Providing clear evidence and sharing it with the Board members is going to be key in getting the issues addressed in a serious manner.

If you have not already spoken personally to the Board President to share your concerns, that would be an important step as well. If you have amassed a compelling body of evidence and it is still clear that the Board is not taking the issue seriously, then it might be helpful to let the Board members know that some of the parties involved are talking about going to the media with these allegations and supporting evidence, and that you are very concerned about the organization's reputation as it could be harmed by the potentially negative media attention.

There are many examples of communities where this has happened, and it has often resulted in a change in Directors. However, I'd suggest that you try to do whatever you possibly can to have the matter addressed internally, so as to not erode public confidence in the work of charitable humane groups.
Kindness to animals builds a better world for all of us.
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