0:36
>> Laura, you were a neurobiologist by training, and
a seasoned leader in healthcare and in higher education.
What has your experience been in not-for-profit sector?
>> Sure, it started when my children were young and
I was appointed to the board of trustees of their pre-school.
And eventually became chair of the board.
I became very interested in boards, board function and how to run effective boards.
We did a lot of board development on that board, actually.
And eventually became chair of that board, and went on from there.
And in my career, I've reported to boards as a board president.
I have been a board chair.
For example, now I'm the Chair of the Center for Economic Growth.
It is a large board of a large organization.
It includes 300 plus membership organization,
and it is to oversee economic development in upstate New York.
So, Center for Economic Growth in upstate New York.
I also have worked closely to help boards.
So as President of Union Graduate College in Schenectady,
I ran a nonprofit leadership development institute.
It was a year-long program for non-profits and
looking at emerging leaders in those nonprofits.
And giving them management training so
that they could position themselves to be the next leader in the nonprofits.
And it was cohort-based program,
each year we took a cohort through this training experience.
As a result of that, eventually I put together a group of nonprofits
in something called the Upstate Revitalization Initiative.
Where we actually got 50 nonprofits in upstate New York to sign onto a white
paper which described a way that we could move change forward in the inner-city,
especially for underemployed individuals in the inner-city.
And got a lot of momentum behind that proposal.
Again won the favor of 50 nonprofits in an eight county region in upstate New York.
>> Wow, that's very impressive.
And that leads into my first question about
the role that not-for-profits play in society.
How important are they?
>> Well they're very important.
Obviously the for-profit sector has its own motivation, and
that's to make a profit.
But obviously there's a lot that goes on in advanced culture and
society, like in the United States, that needs to happen.
That does not lead to a profit.
And the non-profit sector enables us, as a society, to deliver on that.
So health and human welfare, arts and culture, educational institutions,
they're all critical parts of our society, but the profit motive is not there.
And yet the work the needs to be done, so very important.
4:00
>> What about the role of a board of directors?
So what role do boards play in nonprofit organizations?
>> So, I think the most important role of a board of directors is to focus
on the mission.
To define the mission of the organization, and then truly focus on
delivering that mission and everything that's involved in that.
Part of that, obviously, is hiring a CEO or director.
Very, very important that the right director be chosen for
the nonprofit, because a good director will be able to manage
the business of the nonprofit and lead to the delivery of the mission.
>> Can you give an example of where boards have helped to advance a mission,
in your experience?
>> I can give you a great example where it actually seems maybe counterintuitive.
Because in delivering the mission and focusing on a mission, the college
that I was president of actually dissolved and merged with another university.
5:42
>> What were some of the benefits of merging?
>> So some of the benefits of merging, obviously, was a reduction in cost.
And the ability to reinvest in the institution, and
reinvest in the student's education,
due to a reduction in cost of being part of a larger institution.
Universities and colleges in the United States and, for
sure in New York State, have very high costs,
in terms of the infrastructure that it takes to run the college.
So even though we were a very small college, we still needed a president.
We needed a CFO, we needed a Vice President for Student Affairs.
All of those costs for a small number of students.
When we merged with a larger Institution, those costs per student were reduced.
And we could put more of the tuition revenue back into
the delivery of the programs on behalf of the students.
The other thing is that as a very small institution, small college,
we didn’t have the resources that our larger institution had.
And so by merging with the larger institution, we could give access to
our students, to all of those resources of the larger university.
7:59
Board members are often called on to donate money and
to support the institution financially.
And I think when you join a board you need to be prepared to do that,
to spend your time, your wisdom.
Often times on boards that I've been on, when a board member leaves,
we fill that spot and
we look at what competencies we need in board members for the board.
And if there's a specific competency that we need,
we'll recruit somebody with the skills.
We need their help in that area, for example, in marketing.
Marketing's a great example where many small organizations cannot
afford to get marketing support that's commercially available to them.
And so they'll recruit a board member who has expertise in marketing.
And the expectation is that board member will give that expertise to
the organization through their board involvement.
>> Have any of the boards or board members you have known ever been confused or
stepped outside of their role?
>> Unfortunately, it happens more often than not.
I would say on the majority of the boards that I have been on, at least for
periods of time, they have stepped outside of their role.
And it can swing all the way from total un-involvement and
disconnection on the part of board members all the way to micromanagement.
And I'll go even one step further by saying that they can
swing from totally uninvolved to micromanagement in the blink of an eye.
When a non-profit is doing well oftentimes board members don't realize that
the CEO and the organization still need their assistance because they do.
And when a nonprofit might start failing for one reason or
another there's a sense of panic often on the part of board members who
would then step in and micromanage or try to manage the organization.
And again that flip can happen very, very quickly, and I've seen both.
I've seen boards that didn't understand their role with respect to
setting strategies, setting the mission, adhering to the mission,
delivery of the mission and working with the CEO closely on that.
And instead have flipped into getting into offices, seeing how they're run,
and really doing the day to day management of the organization.
And it's not healthy for the organization.
>> How do you help boards who are confused or
board members become more clear about their role?
What do you do?
>> Right, I think that board development, periodic board development,
highly functioning boards that I've been on,
at least annually step out of their role as a board, and get more development.
Bring in an expert, do a self-assessment.
Look critically at that self-assessment,
and pay attention to what it's telling you.
And suggest new ways of carrying on board meetings,
committees, and even in in interactions with the CEO really actively and
intentionally discussing what the role of the CEO is, what
the relationship between the board and the CEO should be and moving toward that.
So a real focus on board function.
I think so many boards just kind of go on and on with the business of the board and
don't take that opportunity to step out and
think critically about how they are performing their goal.
12:01
>> Wonderful, wonderful advice.
In your opinion and your broad experience, some of the greatest
challenges that prevent boards from being as effective as they can be?
>> Right, I think the board CEO relationship is a two way street.
I've seen CEOs who try to keep their board at arms
length, who don't take the board members into their trust.
And try to paint a very rosy picture of what's going on
and then all of a sudden something bad happens.
And that surprise factor is not healthy for the relationship.
So I always believed when I was a president that, I called it no surprises.
I never wanted my board to learn about something that could adversely affect
the institution before I had a chance to not only talk to them about it,
but disclose to them what my plan was to deal with it.
And I think more CEOs need,
the word trustee is not used as often as perhaps board member.
But remember that name, trustee.
13:53
there will be a lot of wondering what's going on.
And that loss of trust between the CEO or director and
the trustee is very detrimental to the organization.
Flip side, another matter that is related to trust really is how boards
use executive sessions.
There's a correct way to use them in my opinion and an incorrect way to use them.
Executive sessions or sessions where usually the CEO and
staff members from the organization are asked to leave the room
at the end of a board meeting so that confidential board
discussions can take place in the absence of staff and the executive.
Good practice would suggest executive sessions happen
at every board meeting or if board meetings are so
often that that kind of gets out of control, then they happen periodically.
So say once a month, or once every other board meeting.
But that it's regular and scheduled and doesn't seem extraordinary.
I think when executive sessions are called and they are not a matter of routine,
then I distrust based on board member action takes place.
CEOs who are very worried about what's going on in executive sessions,
staff members wonder what's going on.
So again, the use of executive sessions should be routine and scheduled.
They are are a very healthy part of a normal board meeting.
They are a time when you can keep the CEO in and ask the other staff to leave.
It's an opportunity for the CEO to talk to the board about how
the staff are functioning or after maybe the second half.
At a session when the CEO is asked to leave,
you can talk about how the CEO is functioning.
Unfortunately, often boards use that time to go on and
on about board business that would be better said in front of the CEO.
Routine business or hard questions that they need to
ask that are informed by the CEO being there should not
be asked in Executive session without the CEO.
I've seen that happen over and over again.
The CEO is asked to leave, and
that's when the really tough questions are asked.
And those are questions that require answers from the CEO.
So I think again, good board practice, something to learn and
to use, and make sure that you're systematically applying good
principles toward the board meetings.
>> Excellent advice.
I'm wondering now, just thinking from the many nonprofits who might
see the value in executive sessions, have never implemented them.
Have a very good relationship with their CEO, and
are concerned if they implement this practice, how that might be perceived.
Does it mean there's a lack of trust?
What advice would you give for a board,
on how to introduce this and make the most value out of it?
>> Sure, I totally agree with you.
I think oftentimes when all of a sudden you're implementing executive session,
it can lead to worries, certainly on the part of the CEO.
I can think of a couple of things.
One is whatever's discussed in executive session about the CEO,
should be shared with the CEO directly afterwards.
So that if their functioning is being questioned,
the way that they're doing things, that should be shared between
the board chair and the CEO directly after the executive session.
So that that level of anxiety is reduced and made more real.
People always imagine the worst when they don't know.
The other thing is it really is good board practice to have routine
executive session.
And you can frame it that way.
You could maybe have board development, and perhaps the expert that comes in to
talk to your board about good board practice can lay the groundwork from that.
And on that basis, you can implement it at that point.
I think if you did it in that way, and
removed it from any issues that were going on in the organization,
it should probably be greeted well by the CEO and by the staff.
19:34
So they might seek someone with financial know how.
They might seek someone with marketing know how.
If it's an educational institution, often they'll bring in an educator
from another institution to serve on the board.
So part of what you're there to do as a board member
is to provide your wisdom in your area of expertise and your perspective.
Certainly your perspective is something that is always valued on a board,
and a good board chair will make sure that people around the table are heard and
their views are heard.
Diversity of opinion is extremely important on boards.
A diverse board that has multiple perspectives, and
I think that's what diversity brings to the table, multiple perspectives
that should be shared in helping the organization function.
You are a trustee, so you are a trusted reference for
the CEO to come to when the CEO needs advice.
You're there not only for information, but respect and
trust, to give wisdom to the CEO as the CEO makes tough decisions.
As a former university president,
I can tell you that being president is often a lonely job.
And really, your trustees are the people you turn to for
advice and to talk through issues.
If you have a good relationship with your trustees, you can talk through very
difficult issues that you really can't do with people who are reporting to you.
So that's a very important role.
The board members help form the mission, and
they help in whatever way they can to deliver the mission.
Committee work is very important.
Coming prepared to committees, reading the materials in advance.
Either the board meeting or the committees.
Very important being knowledgeable.
Board members should not expect that if materials go out in advance, that those
materials are going to be reviewed at the board meeting or at the committee meeting.
They should expect that when they come in, everyone in the room will have read
the preparatory materials and be ready to move beyond that.
Think of the wisdom that you have in a room when you have a committee meeting or
a board meeting.
What is the point of having that group assembled
unless you tap into that wisdom when they're in the room.
So come prepared, and come ready to work, because being on a board is work.
And if you're not prepared to do the work of a board,
you should politely refuse to serve on the board.
And it's really important to have board members that are willing to work.
And of course, then there is the role of, as someone who is a funder,
there is a basic expectation that when you join a board,
to the best of your ability, and that can vary greatly to the best of your ability.
You will be willing to support the nonprofit by
financially giving to that nonprofit.
Again, if you're not in a position to do that,
you should make that clear when you join a board.
The board then will make a decision on whether just having you for
your time and your wisdom is what they really need at that point or
whether the funds that you might provide are really an important aspect as well.
It's important to external agencies to see that the board is giving.
23:39
Oftentimes, when a nonprofit applies to a foundation,
they will actually ask in the form of application.
They will ask who are the board members, and
not specifics about individual board member giving, but
a total amount raised each year with a percentage of total funds raised.
Which are provided by the board, and there are benchmarks on that.
And it's very important for board members to realize that when they join a board.
>> What are some of the issues that challenge board members?
So maybe drawing from your experience, specific issues that challenge them.
>> Well, sure.
We tend to hire or bring on, sorry, bring on board members that are busy people.
Because they're successful, and that success is what we're looking for
in our board members.
So they're busy people and time,
I think time is always an issue for board members,
giving the time that the non profit needs.
There can be a tendency on the part of board members,
because of their areas of expertise.
To go a step further than guidance, and
go into trying to manage parts of the non profit.
I've seen that probably too often, and so that can be a challenge.
The other thing is oftentimes board members are brought in to serve
on a board in an area that they do not know a lot about.
I've served on three hospital boards.
My background happens to be academic medicine, so
I happen to know something about that.
But we bring in community members, and they're serving on hospital boards,
and medicine is a very complex business.
And so learning about the business of
the organization makes you a much better board member.
>> What can board members do then?
Specific things that they should be thinking about or
doing to enhance the value of their contributions to the organization?
Sure, well, the first thing that they should do when they're asked
is get a clear idea of what the obligation is of serving on the board.
And making a realistic assessment about whether they can deliver on that
obligation.
Some boards are not very much work, and
almost honorary in nature, and some boards are a lot of work.
And really require hours and hours of effort and
a steep learning curve to serve adequately on those boards.
So before you accept your role as a board member,
you should make sure that you can deliver on the expectations for
the typical board member.
>> Are there some best board practices for recruiting and
selecting the best board members for the role?
>> Well I always laugh, when I'm board chair,
I always say to the director of the organization.
You're lucky that you have a board chair who has been a CEO,
who has been a president.
Because I've seen all the pluses and minuses of good and bad board practice.
And so, and I hope that I lean on the side of using
best practices when I'm on a board.
And so, having somebody who has reported to a board before,
having people who have been on other boards.
Who have enjoyed their other board terms, who have done well on those other boards.
And you can find out about that before you recruit somebody on a board,
that's something else.
And again, looking at the competencies that they have in their workplace.
And seeing whether those are competencies that you need on the board,
instead of something else.
>> Are there some specific tools that you used in the past to make sure you get
the right kind of diversity?
So, of knowledge, skills, and
behaviors that represent, that's truly diverse.
And representative, perhaps, of, not only functional needs, but
of the communities that you serve?
>> Mm-hm.
I have the experience of putting together a board from scratch.
I was an advisor to the Cardiovascular Innovation Institute in Louisville.
And we were creating a non profit and putting a board together.
I guess what we did was we sat down and we literally,
very intentionally made a list of the kinds of people we want on the board.
Including the diversity, taking into consideration the community.
>> Right. >> Because we wanted representatives of
the community on the board.
And that was fun, because we started from scratch, and we said,
if we have the perfect board.
>> Right.
>> What kinds of individuals would be on that?
And then we actively recruited those individuals.
29:07
>> What are some of the characteristics of the best boards you've ever known?
>> I think one key characteristic of a great board
is a board that comes together and
utilizes the talent that's in the room.
And really focuses on strategy, keeping the discussion
at a very high level, not getting into the weeds.
And the best way to do that is to make sure that the board members come to
meetings prepared.
They've read their material, they've done their homework.
Their routine business of the board, which is absolutely necessary and
important, happens in committees.
The committee work is not second guessed by the full board.
Of course, critical and
very detail oriented questions can be asked
of committee chairs when they're giving reports.
But the committee is responsible for doing all the leg work on that committee work.
Coming to a decision, making a recommendation to the board.
And to redo that work, in the context of the big board, is not terribly functional.
And so boards need to learn to trust the committee work, again,
ask the key questions, certainly, that's important.
But trust the committee work, and move on beyond the routine business of the board.
And focus on strategy in the large board meetings.
Really reserving most of the big board meeting for
strategic discussions that are key to the success of the non profit.
Another factor in very successful boards is choosing the right leadership.
I have certainly been on boards with great leaders,
I have been on boards with not such great leaders.
And I'll tell a story about, I think probably the best,
most functional board that I've ever been on, and the leader of that board.
The leader was a stay at home mom, who merely educated
herself about the business of that non profit.
31:45
Really read a lot, learned a lot, went to sessions,
and she just did a marvelous job on that board.
She was incredibly well informed, she asked some tough questions Once.
She made sure that everyone's voice was heard.
Board meetings were kept on schedule.
Which, believe it or not, is really important.
Because when board meetings are allowed to go on, and on, and on,
board members get weary and dysfunctionality sets in.
So keeping things on schedule is important, but
making sure that everyone's voice is heard and that consensus
is reached by the board before difficult decisions are made.
And, so, I just think that focus on mission,
on strategy, not getting into the weeds during the board meeting makes for
meetings much more functional.
32:49
>> Can you give some examples of some of the issues that boards should focus on?
What are some of the governance issues that force you to devote
some significant time to?
>> Sure, I think revisiting the mission.
Because the board really does define the mission, and it's all about the mission,
and making sure periodically that your mission is up to date is really important.
I think the strategy that the organization is using in achieving the mission.
I think CEO evaluation is key.
CEOs or directors should be evaluated annually and they should be given
honest feedback about what they're doing well what they're not doing so well.
And where there's areas of improvement and resources that might be available
to help with the CEO development.
Boards need to do self assessment to see how they're functioning, and development,
and step out of the normal board business periodically and do board development.
Really ask the tough questions about how are we doing as a board?
How are we doing as indvidual board members?
And getting advice from external experts on best practices and running boards.
>> Just to follow up on this recommendation vote,
the work being done in committees.
What are some of the standard committees that boards have?
>> Sure, there's a governments committee and the governance committee usually
deals with things like the bylaws, which should be visited on occasion.
And usually the governments committee acts somewhat as a nominating committee
as well, and places members on different committee assignments.
There's always a finance committee,
I don't know a single board that doesn't have a finance committee.
If there's an endowment, there will be an investment committee to determine
the best way to invest the endowment on behalf of the organization.
There's often a personnel committee that decides
things like personnel practices and raises each year.
36:34
can run a good meeting, I think that's probably key.
By run a good meeting I mean keep to a schedule, make sure that people are heard,
but don't go on and on, that no individual monopolizes the meeting.
Makes those board meetings really rewarding experiences for
everyone, and very fruitful for the organization.
A good board chair will insist on good board practice and
educating people about that.
We'll spend time with new members orienting them to
the functioning of the board and getting to know them.
And I think the interpersonal relationship between the board chair And
the director is very, very important.
>> Are there some qualities that stand out as
reducing the effectiveness of the chair or
some kind of pitfalls to avoid for
people who are new to the position?
>> Sure, I think one, keeping the lines of communication
open with the directors is very important.
And so a less effective board chair will not spend the time and effort and
not have inclination to keep those lines of communication open.
I know that among academic institutions,
there's an organization called AJB, which actually has sessions for
either new board chairs, or new presidents of colleges.
To come as a pair, as a dyad, and spend a weekend
away discussing issues with AJB leadership.
And so many dyads come together, and that opens up lines of communication.
One of the things they focus on is opening up those lines of communication
that are so essential between the director and the board chair.
>> What are some of the characteristics of an effective ED?
So, in the context of governance, so that maybe consider board center,
or their own leadership can enhance the effectiveness of the board.
What is it that those CEOs or EDs do?
>> It's interesting that you ask that question.
Because when you look at an ad or a job description for
a CEO, or director, or ED of a nonprofit, it never mentions
board relations as a competency that should be saw in the next director.
You'll see a lot about fundraising and management budgetary expertise,
communication skills, etcetera, but you never see board relations.
And yet it's probably one of the most important competencies of any director.
To establish those lines of relationships with the board members,
especially the board chair and know about With more practice, so
41:14
And it's just so critical that nonprofits work together, that they do network.
That they align.
And so, often times, they're competing, right?
>> Right.
>> There's grants available and
different nonprofits in a given sector maybe competing for resources.
And philanthropists could complain about that all the time.
I'm getting multiple asks from multiple nonprofits for basically the same cause.
And I don't know how to differentiate.
And it just turns off.
And I hear that all the time from philanthropists.
And actually the Nonprofit Leadership Development Institute was
founded because philanthropists in the greater capital region of
New York State on whole said we need an organization that brings
the nonprofits together and get some working with one another.
And that's why we created this cohort pace.
So that we brought together groups of, say one year, women and girls organizations.
And another year, it was animal rescue
organizations to get them to work together.
The true leaders in the nonprofit sector are those who recognize the need for that.
And I see that here locally.
I see the emergence of true leaders in each of our nonprofit sectors.
And I can name them, or I can think about them.
And they're thinking outside of the their organization.
They recognize in order to deliver on the mission of their organization, they need
to think more broadly, create a network and bringing those people together.
And I think in the Upstate Revitalization Initiative, I was so
proud of the fact that we were able to get 50 nonprofits in eight
counties to sign a whitepaper on what the best approach was to
tackling the issue of our inner cities and especially joblessness and
underemployed individuals in those inner cities.
It really took those nonprofits coming together to do that.