Imagine with me if you will, a day in the not-too-distant future when in response to the rising complaints of ineffective or inept nonprofit boards, a new law enforcement bureau is formed to investigate and bring to justice the perpetrators of these crimes. This elite force, known as The Board Police, works mostly undercover, passing themselves off as ordinary citizens serving on unsuspecting boards looking to identify boards or individual board members guilty of governance crimes or misdemeanors.
We slipped our own undercover reporter into one of the briefings of the newly formed Board Police. Here’s what he overheard.
Preliminary investigations have identified our list of the most frequent and flagrant infractions of nonprofit board governance. Your assignment is to infiltrate nonprofit boards and to fit into your surroundings so that you don’t stand out. This shouldn’t be too hard as most organizations are desperate for board members and many have no stringent screening process so they will not identify you as member of the Board Police. Once on the board, remember, try to fit into your surroundings. In most cases that means if you show up late for meetings and do as little as possible, you’ll fit right in.
Here are the top crimes we want you to be on the lookout for:
Loitering. You know what it means to loiter, it’s to stand idly about or linger aimlessly. It is reported that a high percentage of nonprofit board members are accused of this crime. We have reports that many board members arrive at meetings, (usually late) consume the coffee and donuts but never make any meaningful contribution to the meeting. They sit idly in their seats fumbling through stacks of papers or fiddling with their smartphones, but obviously not engaged in the act of governance. In extreme cases some have been reported to actually sleep during board meetings.
Impersonating a board officer. In many meetings, you may have difficulty spotting the board officers. They may not actually be the one running the board meeting. Our reports indicate that this duty is frequently passed off to the Executive Director. You may have to ask around to discover who the officers actually are. There are also reports of some organizations in which the officers have not officially been notified that they are board officers. They were absent at the meeting when elections were held and consequently unable to object to their election.
Dereliction of Duty. This one may require some detective work as the most flagrant violators rarely show up at meetings. You may be required to ask for a board roster and the minutes for the last year’s meetings to identify those that just don’t show up and are completely negligent of their duties. However, exercise care here, as taking too much interest may certainly out you as an undercover operative.
Harassment. Includes any kind of behavior that is intended to annoy, disturb, alarm, torment, upset, or terrorize another. Reports exist that some board members actually revel in the opportunity to harass the board chair, other board members (especially the secretary or treasurer for minor discrepancies in the minutes or budget) and especially the Executive Director. In the most egregious cases, it seems that some board members actually feel their sole purpose on the board is to make the ED as miserable as possible.
Disorderly conduct. Reports exist of instances where a few board members get so worked up that they become verbally abusive and begin shouting at others in the room. In extreme instances, some lose control and even make verbal threats against others. A few of you may even encounter a rare case of physical violence in a meeting. You are trained professionals, you can handle this.
Misappropriation of focus. We know you’re familiar with misappropriation of funds, which itself is a serious crime. However, misappropriation of focus is also serious, but often undetected. This occurs when boards misunderstand their duty as directors and rather than focus on policy and strategy become obsessive about the operations of the organization. If you see repeated efforts to micromanage the staff, you’re probably observing a misappropriation of focus in action.
Conspiracy. You may not witness this at first as it takes time to earn the trust of the conspirators and be taken into their confidence. Conspiracy occurs when two or more people get together to plot and plan a course of action that is inconsistent with the association’s strategic/operational plans and/or values. This often occurs before or after the actual board meetings to ensure a select group of board members always get their way on how they “run” the organization. You’ll know you’re in when you get invited to the “special meeting” of the select board members.
Obstruction of governance. Any act or action that distracts the board from having substantive discussions or decisions about important issues or policies to move the organization forward in a strategic manner. This could include rehashing the past, or debating what colour to paint the lobby, but they are all ploys to prevent real governance from occurring.
This list is not exhaustive, but these are the most frequent board crimes and misdemeanors reported to prevent nonprofit organizations from reaching excellence. We need you to be diligent in your work. By the way, we’ve also established a reward and will alert the media that a cash reward is provided for information that leads to the arrest and conviction of boards or board members guilty of any of these crimes.
Oh yeah, remember, be careful out there! This is a dangerous assignment, but it’s necessary if we’re going to see order restored and excellence secured in our nonprofit community.
We trust you enjoyed our business parable. While presented as lighthearted humour, the fact remains, these transgressions regularly occur on boards across all association sectors. As association leaders, we need to keep our eyes wide open for these types of behaviors as they will need to be addressed sooner than later.
If I can help mitigate your Board’s issues, please contact me at terry@realboardsolutions.com
