Vu Le Got Us Thinking About Boards

By Molly Penn and Michael Davidson

In his characteristically provocative July 6, 2020 blog post, “The default nonprofit board model is archaic and toxic; let’s try some new models,” Vu Le identifies and seeks to disrupt pervasive “norms” in the dynamics of nonprofit boards that should indeed be questioned.

 For me, Vu Le’s post touched a nerve.  Much of our work involves nonprofit boards.  While we have seen some great boards, we have also seen how much of the Executive Director’s time is claimed by “managing” their boards –controlling hard to control personalities, keeping them from micromanaging, responding to their agendas, educating them about nonprofits, educating them about the programs, etc.  At the very least, there should be a universal mandate that all new board members be trained in what it means to serve on the board of a nonprofit.  Which brings us to the crux of the issue – what does it mean?

 Michael Davidson (the Board Coach) works primarily with boards and writes extensively about them, so I reached out to Michael to collaborate on this response (do not necessarily read “rebuttal”) to Vu’s post.  There are places where he and I agree with Vu Le and places we do not – read on to continue the provocative dialogue about what nonprofit boards should be!

 What Are Boards Legally Required To Do?

 Nonprofit organizations are given corporate status and tax exemption because they serve a public good.  The origin of boards was to ensure that the assets of these “charitable trusts” (as they were originally called) were used to serve the vision for which the organization was created.  In other words, to ensure that while the mission may change slightly over time, the fidelity to the originating vision remained intact.

 Legally, boards were given three basic duties: the Duty of Care (care about the organization – pay attention, participate and be actively involved in advancing the mission, including ensuring the fiduciary health and conformity to financial best practices.); the Duty of Loyalty (the interests of the organization come before personal interests); and the Duty of Obedience (ensure the organization obeys the law and stays true to its original purpose).

 Those three duties are all the legal guidance we have for how boards should operate.  All the other “norms” of board responsibilities are things that are assumed, but not prescribed, as Vu Le so refreshingly points out.

 Harmful norms

 Some of the harmful norms are worth calling out here.  For example, the notion that the board is the Executive Director’s “boss” too often gets interpreted as each board member is the boss of the ED.  When any one of them asks for something, the ED should provide it.  In fact, the board as a body (meaning collectively, not individually) is the ED’s supervisor, which is much more complicated.   The whole board has the power to hire and fire an ED and should be engaged in managing their performance.  This management is accomplished through the annual review of the ED which includes setting objectives.

 However, if we lose sight of the mandate that the relationship between the ED and the board needs to be a partnership, we create a toxic dynamic where the ED is trying to meet the demands of a group of individuals that distracts them from doing their best job leading and managing the organization.  For BIPOC leaders, there is the added exhaustion of the ingrained white supremacy inherent in this structure and trying to raise the board’s awareness of the issues facing the constituents (and staff) without making board members “uncomfortable” by using terms like racism and white supremacy.

 The other harmful norm that needs some major unpacking is that the fiduciary responsibility to ensure the organization’s health has become, over time, an expectation that board members contribute financially and participate actively in raising funds for the organization.  Today’s organizations do face the reality of diminishing foundation and government support, so there is absolutely a need for help in securing the resources needed to execute the mission!  However, as we impose the expectation that our boards “give and get” resources, we often exclude members of the communities served by the organization in roles of governance.  When we, as consultants, suggest that boards need to diversify, we are met with “but what about the give/get?” as a defense (as though there are no people of color with money, which is a myth) when in fact that is a proxy for white dominance.  As board member “give and gets” become higher, the ED feels more pressure to cultivate and tend to board members, spending inordinate amounts of time and energy on things that distract them from the mission and pull them in many different directions.  This dynamic has created a power differential between EDs and their boards (where one should not exist), forcing the ED into a subservient role that undermines their ability to lead.

What We Propose

 We have some recommendations to share (of course – we’re consultants after all!) that we think will help improve some of these dynamics:

1.    Revisit the financial expectation

We know that the need for boards to raise funds must still exist, and as long as it does, board members need to feel a deep connection to the mission to be the best advocates for it.  We stop short of advocating for different boards (as Vu Le does).  Instead, we believe that as a sector, we should stop talking about a “working board” vs. a “fund raising board,” as though they are different things.  If we change the contribution expectation from a fixed “give or get” to the expectation that has been adopted by many organizations, that each board member make a “personally signigficant” contribution, that will allow us to diversify and broaden the representation on our boards. There is actually data showing that boards with this expectation contribute more than where there is a fixed expectation.  An important part of the motivation for personal giving and for fundraising outreach is the sense of “ownership” and responsibility. This does not preclude the use of an auxiliary fund raising group such as a “Friends of….”  committee or special events committees, where non-board members can participate as ambassadors too. The motivation for participation in these groups is frankly often social. Michael and another colleague, Brian Saber of Asking Matters, have talked about this phenomenon in their article, “Rubber Stamps Don’t Fundraise.”

2.    The ED as coach and guide for the governance board

ED’s need to claim their rightful role as a coach and guide for the board.  More specifically, ED’s should focus their attention on their “secret weapon” – the nominating and governance committee.  This is the committee that recruits new members (EDs should have a say in who is being recruited for what),  upholding governance best practices like annual assessments (EDs can remind the committee to do this and provide tools), and board succession planning (the ED should be strongly involved in grooming and selecting the next board chair).  The board chair is crucial because they help keep the board focused in the right areas (i.e. not micromanaging) so the ED needs a strong partnership with their board chairs.

3.    ED as Leader

While the board as a whole can technically “fire” the ED, that only comes up in egregious circumstances, and as a daily rule, the board should consider themselves equal partners to the ED. This is in contrast to the experience of board members who have served on for-profit boards where the role of the Board is to “direct” the CEO.   As Vu Le advocates, let’s get EDs away from “permission seeking” and move toward a recognition that the ED leads the day to day life of the organization.  Barring an explicit policy to the contrary, the ED has the power to make any decisions necessary for the continued health and vitality of the organization.

4.    Recruit  boards for social capital

In recruitment, we need to move boards towards a multi-capital recruitment framework (thank you Dr. Elizabeth Castillo), in which they seek to include board members that bring not just financial capital, but also social capital (relationships and networks), intellectual capital (knowledge creation), creative capital (experimentation & innovation) and spiritual capital (meaning making).  Constituents and community partners can be excellent sources of social capital and spiritual capital.  Thought leaders can be great sources of intellectual capital and creative capital.

5.    Invite board members to plunge

I served on a board once, where every board member was asked to “plunge,” meaning to spend a day as a frontline staff member of the organization.  This required showing up at the appointed hour, and helping provide some type or program or service for the organization’s constituents.  This ensured that the board did not lose sight of the humanity of the people the organization existed to serve and helped us feel personally connected to their best interests.  This is a different take on “visiting programs,” where instead of being outside observers, board members play a role in serving the constituents.  You can’t “solve” what you can’t understand.

 We’d love to hear your thoughts and reactions to these ideas.  We would advocate that every ED and board chair spend time at the beginning of the chair’s tenure determining their working partnership – what are their mutual expectations of each other’s role, what are their respective strengths, and how can they best keep the board and the organization focused on the right initiatives.

Drop in for Office Hours and talk with our experts!

Scroll to Top