From On the LeaderBoard | Volume 1, Issue 1
Every Board has to have a secretary. Handwriting tests are not the right analysis for a good secretary. Unless, perhaps, if someone’s handwriting is so illegible even they cannot read it.
The secretary’s primary duty is to serve the Board in fulfilling its key responsibilities as determined by the state where your organization is incorporated. The basic functions of the secretary are relatively straightforward. The secretary records (or at least reviews) Board minutes, provides notices of meetings of the Board and/or of a committee when notice is needed and, probably most importantly, ensures the safety and accuracy of all Board records.
Yes, you read that right. It is the secretary, not the executive director, who is responsible to make sure the documents of the Board are kept safely and accurately. This includes any founding documents, (such as incorporation papers), bylaws, Board minutes, financial records (especially any filed with the government), official communications, and other Board records.
Generally such records are maintained at the office of the non-profit and the key executive is tasked with taking care of how and where records are stored. Such records should be accessible by the secretary and care should be taken to keep clean, hard copies and/or clearly versioned soft (electronic) copies. Some simple steps regarding file names and dating can serve to avoid confusion.
The secretary should be present at every Board meeting to capture official minutes. If not, then a temporary “recording secretary” is appointed to handle the task. That temporary recording secretary may or may not be a current Board member. In fact, some Boards take the step to officially appoint a non-Board member to be a recording secretary and free the official secretary to participate in the conversation. (A third option is to electronically record the entire meeting allowing minutes to be created even after the meeting.)
The secretary, by the charge to keep accurate records, is also the arbiter of Board member terms of service and proper standing of Board members (for voting). Since the secretary is the keeper of the minutes, he or she should catalog Board member information (names, elected terms of office, contact information, official start dates, etc.) for use by the Board. This responsibility can be designated to another Board member or officer (like the vice chair) but otherwise resides with the secretary.
It is common, especially in smaller organizations, for the office of secretary and treasurer to be a combined function. This may work for a very new and very small organization, but the complexity of the finances and the requirements of good record keeping can quickly overwhelm all but the most capable person unless that person has lots of available time. It is wise to split these two responsibilities between two distinct officers with the separate functions fulfilled by different individuals.
The secretary should always be mindful that he or she will turn all records, some day (and the records of prior secretaries), over to the next secretary. This knowledge should guide the secretary in organizing the key documents clearly so that the next secretary (and in fact current Board members) can reference the board records effectively.
Quick question to an executive director, “Are you a board member?” No, she replied sheepishly, “I’m ex-officio. You know, I attend the board meetings but don’t vote.”
Directors can’t be blamed for this common misperception, namely that “ex-officio” implies non-voting attendee at the board meetings. Sometimes when this is asked of board members, they respond in a slightly hushed tone, “She’s ex-officio” as if the executive isn’t really the right status for such lofty honor.
Ex-officio actually means, from the Latin, “arising from the office.” Most bylaws that we see state that the director or executive director (ED, CEO, President) is, in fact, an “ex-officio member of the board.” This means that the key executive who is entrusted with the day-to-day oversight and leadership of the organization and is automatically a fully functioning board member (from the moment the executive is hired to the moment he or she is no longer the executive). Fully functioning means exactly that – ex-officio members have, or should have, an expectation to fully participate in all board activities (with the only exception of being excused for direct conflicts of interest like discussions of their own salary).
As a fully functioning board member, the executive has the exact same voting privilege as anyone else on the board - one vote whenever there is a ballot cast, according to Robert’s Rules of Order. Being ex-officio carries no prohibition on voting. In fact, it means exactly the opposite: that the executive is expected to vote just as any other fully functioning board member does.
But should you vote? That’s another question altogether. Casting a vote is an important thing for board members to do. (In fact, it’s part of their primary, legal duty of care.) Decision making is a vital point of governing. Voting is the board’s official way of determining a decision (hopefully through consensus). Think about it. The executive puts in the same or more amount of time and effort on most board issues and concerns. Voting provides the opportunity for the executives to communicate their decisions.
But there is also wisdom in an executive withholding his or her vote and allowing the rest of the board the space to bring potentially objective insights to the discussion. Day-to-day immersion in the mission efforts can, at times, narrow or even cloud the executive’s view of the situation. Other board members often can bring fresh thinking, objective viewpoints, and broader insight. Since the ED often has significant input into the overall discussion, not voting makes room to present the necessary information and then trust in the vote of the rest of the governing team.
So vote... or abstain as wisdom leads. A definitive decision on actually being a non-voting board member (or not a board member at all and therefore a complete subordinate) should be clearly reflected in the language of the bylaws.
For all those ex-officio, non-voting executives -- welcome to the board team. Whenever there is a board function (meeting, training, etc.) the executive is expected and certainly welcomed as a fellow team player.
Robert’s Rules of Order, available online at RobertsRules.com, offers a wealth of information about the parliamentary procedures that lead to smooth, orderly, and fairly conducted meetings.
by Jor-El Godsey, Heartbeat International Vice President
From On the LeaderBoard | Volume 1, Issue 3
Absence makes the heart grow fonder. And when the chairman is absent, the vice chair gets busy.
But is that all there is for the vice chairman?
Usually the only explicit function of the vice chairman in most by laws is to preside over the Board meetings in the absence of the chairman. Establishing the role of vice chair that simply to fills in when the chair is absent is a rather short-sighted view of the role of vice chair. In fact, some states don’t recognize the position of vice chair as an officer, or vice president if the Board operates a model of president as chief officer of the Board. Therefore, bylaws sometimes don’t even list the vice chair (or vice president) among the officers (preferring only a chair, secretary, and treasurer). This commentary applies to both vice chair and vice president.
Actually the vice chair has a couple of key, often implicit, functions. Certainly the vice chair should attend all Board meetings (unless providentially hindered from doing so). Continuity from meeting to meeting is important and the added perspective of the vice chair is beneficial.
Additionally the vice chair should serve faithfully on the Board’s executive committee (if one exists). The executive committee determines the agenda and key items at the Board meetings and also wrangles through the initial stages of key issues facing the ministry. The vice chair can serve as a keen observer in any Board meeting without the burden of leading the meeting (the chair’s role), without recording official notes (the secretary’s role) and without being anchored to the financials (as the treasurer often is).
The standing role of vice chair can create an opportunity for dynamic leadership to key standing or ad hoc committee work. Some Boards expressly empower their vice chair with leading the nominating committee responsible for recruiting and reviewing prospective Board members. Some ad hoc committee projects, like policy review, are great assignments for the vice chair to lead on behalf of the Board.
But perhaps the number-one implied responsibility of the vice chair is to prepare to assume the chair’s role. This is not always the trajectory of a vice chair, but the time devoted to carrying out the responsibilities of vice chair is an important opportunity to truly understand the chair’s role in leading the Board, represent the organization, and stay true to the heart of the mission and ministry.
Imagine a Board with 100 members. How long would their discussions last? Sound far-fetched? Actually, using a precise number for quorum in your by-laws like 51% can only apply when there are exactly 100 members. So a quorum of 51% would be only 51 Board members.
According to Article XI, Roberts Rules of Orders, “A Quorum of an assembly is such a number as must be present in order that business can be legally transacted.”
Generally, the specific quorum number for your organization is defined in your by laws. The simplest phrase that accomplishes this is majority which means more than half. Even “50% +1” is not helpful here as it is only true for even numbers, but false for odd numbers because odd numbers.
Your definition of membership, as defined in your by-laws, may play a role in your Board meetings. If your membership in effect is not confined to the number of Board members, your actual quorum number may be larger than you think.
Once a quorum at a meeting has been established, it only continues to function appropriately as long as the number for quorum is maintained. If the Board meeting starts with a bare minimum for quorum and a Board member leaves the meeting (for any reason), then quorum no longer exists and no business can be legally transacted. Be careful with this in counting the executive director (ED) for quorum.
As an “ex-officio” member of the Board, an ED has the same right and responsibility as a Board member. (See OTLB Volume 1, Issue 1.)
For example, if the ED was counted to establish quorum and then is later excused for Board discussion pertaining to her salary, the Board loses its quorum.
“While a quorum is competent to transact any business, it is usually not expedient to transact important business unless there is a fair attendance at the meeting, or else previous notice of such action has been given.” This valuable warning is right from the same Roberts Rules of Order, Article XI. Just because we can transact important business with a less-than-full Board doesn’t mean that we should. A simple majority of Board members (if that is the quorum in the by laws) on a large Board can allow for big decisions to be made by a relatively small group.
The wise Board will establish a quorum that expects an appropriate number of Board members to be present to best serve the mission and the ministry.
This discussion covers both primary expectations and practical considerations of the Board member who controls the purse strings.
Some say the most important role on the Board is that of treasurer. If not most important, then it’s second only to that of the Board chair. The treasurer is indeed a key and pivotal role for every corporate organization, including those that are not-profit.
The treasurer’s primary duty is oversight of the organization’s financial standing and statements. This is not to say the treasurer dictates financial decisions. The duty is to fulfill, or oversee fulfillment of, the Board’s collective decisions regarding finances.
Oversight of the financial statements means that the treasurer is at least reporting on the organization’s current finances. This is done via what is known as generally accepted accounting principles (G.A.A.P.) that are applied to the standard financial statements common to for-profits and non-profit organizations alike.
Like our well-known refrain in pregnancy help work, the best decision is an informed decision. The treasurer should be careful to insure accurate and timely financial statements. Also, the treasurer should help Board members understand that information in context. Reporting on year-over-year comparisons, year-to-date budget numbers, cash flow projections, and other evaluation tools can make it very helpful for Board members to understand the numbers as they are as well as what they should, could, or need to be.
The treasurer should also oversee the internal controls relative to the organization’s finances. The treasurer should make certain that good policies guide segregation of duties, bank reconciliations, disbursements, and other key processes that require checks and balances. For a variety of reasons, an organization’s financial statements could be scrutinized in an audit. For example, the organization might need to hire a certified public accountant to conduct a private audit or a government agency such as the Internal Revenue Service could require an audit. Any auditor will look closely at the policy, procedure, and practice of handling the finances (including opening mail and processing donations).
Many a treasurer serves as the de facto bookkeeper for the ministry handling all, or a significant portion, of the disbursements and deposits. Depending upon the availability of the treasurer, this arrangement can work for most small and even medium-sized ministries. Adding a bookkeeper to serve more regular and/or increased hours can facilitate segregation of duties (a strong practice for potential audits) and enhance evaluation and analytical efforts. Once enlisted (possibly hired), the bookkeeper fits into the organizational chart under the executive director in coordination with the Board treasurer.
Not all Board members enter Board service with knowledge of common financial statements such as the income (or profit/loss) statement, balance sheet, and statements of equity and cash flow. The treasurer should make the effort to educate as well as possible all Board members regarding these key decision-making documents.
It’s common, especially in smaller organizations, for the office of secretary and treasurer to be a combined function. This may work for a very new and very small organization (budget wise), but the complexity of the finances and the requirements of good record keeping can quickly overwhelm all but the most capable person unless that person has lots of available time. It’s wise to split these two responsibilities into two distinct officers with the separate functions fulfilled by different individuals.
A good resource for any treasurer is Step Up to the Next Level – A Guide for Pregnancy Centers to Improve Their Internal Operations and Get Ready for an Audit by James L. Ulvog, CPA, available at RiverstoneFinanceBooks.com.
Trust is the root of the word fiduciary. In Latin, the word fiducia means trust and it’s from this root that the word fiduciary comes into use for good governance today. Maybe “into use” is a bit strong since the word fiduciary doesn’t come into play in most Board conversations. In fact, when we talk about it, we usually pair it with the word responsibility, as in “Board members have a fiduciary responsibility.”
Yes, Board members do have a fiduciary responsibility. It starts with a fiduciary relationship, meaning that the Board is the group of individuals identified by the state (where the organization is incorporated) as the governing body. Board members, in accepting the role, enter into a fiduciary relationship with each other, the organization, and the organization’s general public as well as the state. In fact, this fiduciary responsibility is intrinsic to every aspect of being a Board member and is not limited to the Board member’s financial decisions on behalf of an organization.
The Board as fiduciary has the power and obligation to act for the ministry under circumstances that require total trust, good faith, and honesty. Legally, a fiduciary is held to a standard of conduct and trust above that of a stranger or of a casual businessperson. The Board as a whole is the fiduciary, and each member individually has his or her own fiduciary responsibility. As such, Board members must avoid "self-dealing" or "conflicts of interests" in which the potential benefit to the fiduciary conflicts with what is best for the organization that they govern. In legal terms, absence from a meeting or pleading ignorance does not relieve a Board member of responsibility for actions of the Board.
Charitable, non-profit Board members and staff in the U.S. specifically need to be aware of and comply with the three fiduciary duties related to their work that have significant legal ramifications: the Duty of Care, the Duty of Loyalty, and the Duty of Obedience. Though this is drawn from U.S. law, it originates in common or English law, which has also been influential in the law of other countries of the former British Empire. Heartbeat’s GOVERN Well manual covers these duties and gives examples of how these duties are embodied in good governance. Each duty is important in its own right and will be discussed separately in future issues of On the LeaderBoard.
by Kirk Walden, Publisher of The LifeTrends Connection
The discussion Ellen Foell initiates elsewhere in On the Leaderboard is an important one for all of us because it reminds us of the fact that in a sense, many pregnancy help organizations (probably the vast majority) are likely unknowing participants in The Overhead Myth.
For most non-profits in our sector, we look closely at those administrative and development costs, wary of going over a certain percentage of our overall expenditures. Is the number 20%? Is it 15%?
Regardless, we try hard to avoid giving the perception that we are spending a large portion of our income on non-client related services such as fundraising, salaries and staff who are not directly connected to our clientele.
There is a good reason for this. Stories of non-profits and ministries that have abused the public trust by shoveling outrageous amounts into the hands of the organizations’ leaders, spending large portions of money simply to get more income (while leaving behind those who the organization is designed to serve) abound.
As a result, foundations to which we are writing grants, and major donors, tend to look closely at our administrative expenditures. And with the web, in the last ten years many more who are considering giving to us can quickly look at our 990 forms and may make a funding decision based at least partly on these figures.
The fact is, while most pregnancy help agency boards have never considered “The Overhead Myth” or sat down and asked “How much is too much” for our administrative and fundraising costs—we are all wary of going over the line with these expenditures.
The bottom line is, we do not want to be perceived as wasting our donors’ hard-earned gifts.
To all of us in this movement, we must be wise stewards of every dollar that comes into our organizations. But . . . if we get caught up in fretting over percentages and perceptions, we could miss God’s best for our centers, maternity homes and adoption agencies.
The fact is, it costs money—big money for many of our organizations—to send our entire staff and board across the country for an event such as Heartbeat International's Institute for Center Effectiveness this Dec. 9-13 in Columbus, Ohio. And if we do, much of that expense will fall under “administrative” costs.
It also costs money to bring in that consultant or trainer to upgrade our development plan, to implement a powerful event or to walk us through the steps necessary to better connect with and envision those who partner with us financially. This one falls under fundraising.
For some of our organizations, the two “expenses” listed above might cause us to recoil a bit because we ask, “What about the clients we see? Can’t we spend that money on them instead of on us?”
And this is where we find the trap. We begin to see dollars spent as “expenses” and worry about whether our donors would appreciate their money going toward a trip to Columbus for our director. Or, we fret over spending money just to raise more . . . money.
If we fall into this trap, we can miss the big picture. A wise board and staff understands that every dollar spent should ultimately be an investment in our clients—whether it falls on the 990 form as “Administrative,” “Fundraising,” “Services” or anywhere else.
An investment of in-depth training for board and staff should, in the end, provide a powerful return for our clients with more effective services, a larger vision for the impact we have on their lives and more.
Why? If we are investing in training our board, this group is better equipped to lead the ministry through future changes and growth. If we are investing in our staff (let’s remember salaries at this point, too) we have less turnover, more consistency in service and stronger bonding among team members.
By the same token, an investment in our development/fundraising practices should provide a return in a greater ability to reach and serve our clientele.While we need to watch our administrative and fundraising investments, an over-emphasis on percentages can be to our detriment. The questions we ask regarding these figures should be about the ultimate impact on clients’ lives, not about whether our 990 form might look odd or because our perception among donors is at risk.
My hope is that soon, we can look those who support us in the eye and say, “YES, we spent this amount on administrative costs, and on fundraising we stepped up our investments as well. Here are the reasons why, and here are the amazing results in the lives of our clients.”
Should we be watching our fundraising and administrative costs? Just like any other investment in our organization, the answer is an unequivocal “Yes.”
Should we then, be shackled by traditional “rules,” such as the idea that no more than 15 or 20% of our expenditures should fall under administrative and fundraising? While we all need wisdom in this, the answer is “Probably not.” Best practices in fact, may encourage us toward breaking such rules at times in order to ultimately best serve those who come in our door.
Kirk Walden is publisher of The LifeTrends Connection, a monthly e-newsletter geared to help pregnancy help leaders set, evaluate, meet, and enhance fundraising and development goals. Subscription to The LifeTrends Connection is an automatic benefit of affiliation with Heartbeat International. Kirk is also author of a recently released book, The Wall: Rebuilding a Culture of LIFE in America and Ending Abortion as we Know it.
by Debra Neybert, Training Specialist
Since building an effective team will ultimately affect the women and men you are trying to serve, board members and directors looking to strengthen and nurture their team need to take specific steps to positively impact their staff and volunteers.
The Board of the organization is responsible for creating an environment that puts people first, that solves conflict in a healthy and biblical way, and that also allows people to develop and ultimately use their God-given gifts and talents to bless those they minister to.
A healthy leadership team (Board and Executive Director), can be a source of nourishment for an entire organization as they model servant leadership and provide professional development opportunities.
One characteristic of servant leadership comes prioritizing your relationship with the Lord, which then leads to pursuing a particular God-given mission. Board members should have a calling to follow the mission of your organization. The mission energizes and creates a passion for leaders to take on the responsibilities and jobs that come to Board members. It will also draw others to get involved and energize their passion for the mission.
Servant leaders should value their relationship with fellow members of the leadership team. These relationships must be characterized by love. In 1 Corinthians 13, the Apostle Paul describes the kind of love that God would have us exemplify. Servant Leaders are sensitive to the needs of those they work with (fellow leaders on the team), and to those under their direction. Servant leaders also lead by example and are willing to doing small jobs as gifts to others.
As the Cross drew near, Jesus introduced his followers to servant leadership as a radically new form of leadership, such that the world had never seen.Jesus knew that the Father had put all things under his power, and that he had come from God and was returning to God; so he got up from the meal, took off his outer clothing, and wrapped a towel around his waist. After that, he poured water into a basin and began to wash his disciples' feet, drying them with the towel that was wrapped around him. (John 13:3-5)
Another characteristic of a servant leader is peace. It is always easy to remain peaceful when nothing is rocking your boat, but remaining peaceful is more challenging when struggles begin to surface, whether in relation to finances, personnel, internal or external challenges, transitions or attacks.
A peaceful environment is the result of effective servant leadership. This is an atmosphere of peacefulness that nourishes the organization when conflicts are handled in a biblical way. One extremely helpful resource Heartbeat recommends and uses is Ken Sande’s The Peacemaker: A Biblical Guide to Resolving Personal Conflict, a practical handbook for peacemaking based on Matthew 18. When this kind of conflict resolution is modeled by a leadership team, the entire organization benefits.
Another way the Board can encourage and nurture its team is by proactively investing in professional development opportunities.
A good working environment is crucial, including space and equipment. It is the Board’s responsibility to see that those under their care, especially the Executive Director, are treated with dignity and respect. When dignity and respect are modeled, these virtues also filter down to the whole organization and bear much fruit.
A good salary and benefits for the Executive Director and staff are some of the ways that dignity and respect are shown, and it is always wise to plan ahead and make provision in the budget for continuing education and training for the Executive Director and staff.
Continuing education can be provided in many ways: through the Heartbeat Academy, one-on-one mentoring of the Executive Director by a Board member, community workshops provided by local foundations, a line item in the annual budget to send the Executive Director (and at least one Board member plus other staff and volunteers) to one of the Heartbeat International training events (Annual Conference, Executive Roundtable, Institute for Center Effectiveness).
A commitment to the on-site or online training of Board and/or staff every few years is also a tremendous way to nurture your center, while a prayer retreat for the Board and/or staff is a blessing that can be provided by a local pastor or priest (or both).
Training events also provide an excellent networking opportunity for Board Members and the Executive Director (and staff) with other nonprofits in the local community and, in the case of Heartbeat International events, with similar ministries all over the world.
Order Heartbeat International’s GOVERN WellTM today to find out how you can become a more effective leader in your life-affirming center.Also, don’t let the chance to invest in your leadership excellence through the 2014 Heartbeat International Annual Conference, March 24-27 in Charleston, S.C.
by Ellen Foell, Esq., Heartbeat International Legal Counsel
From On the LeaderBoard Volume 1, Issue 2
When was the last time your Board actually looked at your center’s Articles of Incorporation or, more to the point, rethought the issue of whether your center should be organized as a 501(c)(3) religious nonprofit corporation, rather than a charitable nonprofit corporation? I venture to guess that after your center was first organized, the paperwork for the Internal Revenue Service was submitted, accepted, 501(c)(3) status given, the letters locked away in a drawer and no one has seen them since. It may be time to take that letter out of the drawer, as well as the Articles and by laws, and rethink your center’s status with the IRS.
Most centers are not set up as religious organizations and indeed, there’s nothing that mandates it. Many centers typically cite the ability to receive grants as the primary reason for the charitable status. However, in today’s political and cultural climate, the charitable designation chosen by most centers, versus the religious designation, may not be as effective for achieving the goals of your center. In fact, because of the ever-increasing attempts of the proabortionists to shut down pregnancy care centers by any means, your center’s lack of religious status may expose your center to problems.
Some very useful benefits flow to a center that’s established as a religious corporation. Federal law permits a religious organization to inquire about an applicant’s religious beliefs in hiring for all positions. Most of the federal nondiscrimination laws don’t apply in hiring. Many states exempt religious organizations from employment discrimination laws. Finally, the First Amendment’s constitutional protection would flow to a center with regard to communications. In the next On the LeaderBoard article, we’ll examine this option further. For now, take the time to start to rethink the issue.
by Jay Hobbs, Communications Assistant
As your pregnancy organization’s board meets to craft this year’s budget, take a moment to give the room a silent once-over.
Are you looking at a gaggle of starry-eyed dreamers or a collection of bone-dry bean-counters? What if you could tip the scales… to the middle?
You see, two kinds of people need to be involved in the budgeting process. You want your organization’s budget to reflect a sort of modest ambition—a reasonable approach that still has the ability to stretch your organization and its mission. A budget that reflects wisdom and reliance upon the leading of God’s Spirit.
As valuable as starry-eyed dreamers are—the rest of us are happy to have you aboard!—these visionaries often need reigned in a bit by faithful, brass-tacks bean-counters who are best-geared to convert a vision to a reality by executing a plan and process from Point A to Point B.
A board full of visionaries may have an ever-increasing treasure trove of great ideas and lofty budgeting goals, but at some point, these ideas need evaluated, vetted, and implemented by folks with calculators, spreadsheets, and bank statements.
On the other hand, a board comprised of bean-counters will lack the kind of ambition your organization needs in order to truly grow and take those “next steps” visionaries are so very fond of.
Peter F. Drucker, who Business Week once heralded as “the man who invented management, had the following to say in his book, Innovation and Entrepreneurship: Practice and Principles:
The people who work within these industries or public services know that there are basic flaws. But they are almost forced to ignore them and to concentrate instead on patching here, improving there, fighting the fire or caulking that crack. They are thus unable to take the innovation seriously, let alone to try to compete with it. They do not, as a rule, even notice it until it has grown so big as to encroach on their industry or service, by which time it has become irreversible. In the meantime, the innovators have the field to themselves.”
So, we ask again… Who is sitting at your board table?
Who is missing?
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