Professional Documents
Culture Documents
INTRODUCTION
56
governing boards in the public and for-profit sectors; (5.4) Distinctive roles
and responsibilities between nonprofit boards and nonprofit executives and the
role of boards and the executive team in stewarding and achieving the mission
and vision of nonprofit organizations; (5.5) Role, function and structure of
boards that serve to advance networks of nonprofits and through multi-sector
partnerships to achieve a mission; (5.6) Process of board development as a tool
not only to create effective governing boards but also to ensure a successful
board–executive relationship, succession planning and board renewal; and
(5.7) Role of structures and policies in effective governance.
Due to the wide-reaching nature of nonprofit governance, many nonprofit
governance principles are distributed throughout other guidelines. This chapter
discusses the topic of nonprofit governance, theories on governance and appli-
cation exercises in a stand-alone course; however, it may be integrated with
strategic planning, fundraising, and nonprofit theory and practice courses in
undergraduate and graduate programs.
THEORETICAL FRAMEWORK
Stakeholder Theory posits that a major role of the board is to ensure that
“maximum possible value is generated ... for the benefit of all stakeholders”
(Freeman, 1984, p. 208). In this approach, nonprofit organizations appear
to favor the needs and expectations of their stakeholders. Whereas Agency
Theory focuses on ensuring that agents act in the best interests of principle
organization and highlights the monitoring role of the board (Jensen and
Meckling, 1976), Resource Dependency Theory is often used to examine the
structure of governance in the nonprofit sector, highlighting the interdepend-
ency between nonprofits, funders, and the community (Pfeffer and Salancik,
2003).
Resource Dependency Theory rests on three main tenets: an organization
needs resources to survive and meet its goals; organizations strive to acquire
and sustain resources from the external environment or from other organi-
zations; and, power and dependence play significant roles in understanding
inter-organizational relationships (Malatesta and Smith, 2014; Pfeffer and
Salancik, 2003). Organizations are expected to respond to their environment
strategically; they seek to manage their environment and/or their dependence
on external resources (Moulton and Eckerd, 2012). Inter-organizational rela-
tionships help to stabilize organizations, provide direction and stability, and
minimize uncertainty (Pfeffer and Salancik, 2003). This theory has strong
implications for nonprofit governance as nonprofit boards are the decision
makers when it comes to the solicitation, negotiation, and allocation of agency
resources.
While theories are helpful in explaining the need for nonprofit boards, there
is limited literature from an academic perspective on implementation since the
nature, demographics, and function of nonprofit boards can be very different,
based on a multitude of factors. While some organizations have extensive
processes in place, others may not. Nonprofit boards whose members are dis-
connected, disengaged, or disregarded, are much more likely to misunderstand
or be unfamiliar with the roles, rights and responsibilities associated with
board participation.
When teaching nonprofit governance, a case study approach is often best
to assist students in understanding real-world examples and challenges that
nonprofit governing boards may face. Case studies will provide students with
the opportunity to apply what they have learned to real issues. Because each
student brings unique perspectives and experiences to the class, engaging stu-
dents to participate in class discussions on different approaches to the cases is
essential to their learning as well as that of other students. Case study resources
are included in various forms throughout this chapter; however, if you wish to
provide your students with highly engaging case studies in all types of courses,
we highly recommend utilizing Cases in Nonprofit Management: A Hands-On
Approach to Problem Solving (Libby and Deitrick, 2016), which provides
cases that can be used to further student learning across this and other NACC
guidelines. The following sections provide perspective on the principles and
duties of nonprofit governance along with recommended readings, activities,
and reflection questions.
Board members are entrusted with the responsibility of ensuring that sound
management practices are implemented to govern a nonprofit organization
properly. Standards of conduct that all board members must adhere to are
usually described as the duty of care, duty of loyalty, and duty of obedience
(BoardSource, 2016). It is important that students understand these three
standards of conduct as much of the scrutiny placed on nonprofit boards can be
traced to the lack of adherence to the duty of care, duty of loyalty, and duty of
obedience standards identified below.
Duty of care
As a financial steward of the organization it is imperative that board members
take the time to ensure that the organization is operating well and that the
board member is informed of the various laws and regulations affecting the
organization and its work in the community. In addition, the board member
must be willing to ask questions, seek truth, and operate within the roles and
responsibilities assigned to them by the board of directors.
Duty of loyalty
This duty requires board members to act in the best interest of the organization
by acting with honesty, integrity, and in good faith for what is best for the
organization. It is important for board members to share their views and opin-
ions but be content if the group does not approve their suggestions or reach
a consensus on every topic.
Duty of obedience
Board members are responsible for being informed of the organization’s
bylaws and articles of incorporation to ensure the organization is being gov-
erned as approved by the state and federal government, as well as any other
applicable governing bodies. In addition, board members are responsible for
staying engaged with the organization and ensuring they are up-to-date on the
organization’s activities by being present at board meetings, serving on com-
mittees, and any other type of reasonable support to ensure the organization is
following any laws and regulations.
Organizational Lifecycles
1. Constructive Partnership: Exceptional boards govern in constructive partnership with the chief
executive, recognizing that the effectiveness of the board and chief executive is interdependent.
They build this partnership through trust, candor, respect, and honest communication.
2. Mission Driven: Exceptional boards shape and uphold the mission, articulate a compelling vision,
and ensure the congruence between decisions and organizational values. They treat questions
of mission, vision, and core values not as exercises to be done once, but as statements of crucial
importance to be drilled down and folded into deliberations.
3. Strategic Thinking: Exceptional boards allocate time to what matters most and ensure the
congruence between decisions and core values.
4. Culture of Inquiry: Exceptional boards institutionalize a culture of inquiry, constructive debate, and
engaged teamwork that leads to sound and shared decision making.
5. Independent-Mindedness: Exceptional boards are independent-minded. When making decisions on
behalf of the organization, board members put the interests of the organization above those of the
chief executive, themselves, or other interested parties.
6. Ethos of Transparency: Exceptional boards promote an ethos of transparency and ethical behavior
by ensuring that donors, stakeholders, and interested members of the public have access to
appropriate and accurate information regarding finances and operations.
7. Compliance with Integrity: Exceptional boards govern with full recognition of the importance of
their fiduciary responsibilities, developing a culture of compliance through appropriate mechanisms
for active oversight.
8. Sustaining Resources: Exceptional boards ensure that the organization’s resources are balanced
with its strategic priorities and capacities. Individual board members extend the reach of the
organization by actively using their reputations and networks to secure funds, expertise, and access.
9. Results Oriented: Exceptional boards track the organization’s advancement towards mission and
evaluate the performance of major programs and services.
10. Intentional Board Practices: Exceptional boards make form follow function when it comes to their
operations. To provide stable leadership to the organization, they invest in structures and practices
that transcend individuals and thoughtfully adjust them to suit changing circumstances.
11. Continuous Learning: Exceptional boards embrace the qualities of a continuous learning
organization, evaluating their performance and assessing the value that they add to the organization.
12. Revitalization: Exceptional boards revitalize themselves through planned turnover, thoughtful
recruitment, and intentional cultivation of future officers.
Note: Used with permission of BoardSource. For more information on BoardSource visit www
.boardsource.org. Content may not be reproduced or used for any purpose other than what is
specifically requested without written permission from BoardSource: https://boardsource.org/
product/source-twelve-principles-governance-power-exceptional-boards/.
Source: Used with permission. Adapted from Nonprofit Lifecycles: Stage-Based Wisdom for
Nonprofit Capacity (Stevens, 2001).
TEACHING EXERCISES
Governance, and Strategic Board Recruitment. The end of each exercise pro-
vides questions, instructions for additional activities and discussions.
Catalytic questions about nonprofit boards are questions that stimulate think-
ing, challenge assumptions, and lead to good problem solving and strategy
development.
Exercise description
Students are introduced to the Governance Triangle and then discuss possible
answers to Sample Catalytic Questions (Table 4.2).
Key questions nonprofit board members could ask in the Fiduciary Mode:
1. How would we respond if we lost our main source of funding?
2. What can we learn from our last two audits? Are there any patterns?
Key questions nonprofit board members could ask in the Strategic Mode:
1. What specific steps can we take as a board and staff to improve the organization’s image and
reputation in the community?
2. What is our competitive advantage? Would we be missed if we closed our doors tomorrow?
Key questions nonprofit board members could ask in the Generative Mode:
1. What is the biggest gap between what the organization claims it is and what it actually is?
2. What will be most strikingly different about this organization in five years?
Source: Adapted from Governance as Leadership: Reframing the Work of Nonprofit Boards
(Chait et al., 2011).
Exercise description
Students are introduced to the Organizational Lifecycle (Figure 4.1) and the
organizational assessment example in Table 4.3.
This exercise takes approximately 30–45 minutes to complete in class or can
be completed in an online discussion module.
Note: Used with permission of BoardSource. For more information on BoardSource visit www
.boardsource.org. Content may not be reproduced or used for any purpose other than what is
specifically requested without written permission from BoardSource: https://boardsource.org/
product/navigating-organizational-lifecycle/.
Source: Adapted from Connelly (2006).
DISCUSSION QUESTIONS
1. What are three areas of support that might be needed for nonprofit
boards in the start-up phase that might not be necessary in the growth
phase?
2. What might indicate an organization is entering the stagnant phase?
3. What actions can a nonprofit board engage in when identifying
a decline phase? What are the characteristics of an organization in the
sustain phase of the organizational lifecycle?
While many nonprofits have different business models, the overall governance
functions should look similar. For-profit boards are tasked with ensuring
that shareholder value is maintained and increased, while nonprofit boards
are tasked with ensuring that impact is being made through the programs
and services that are provided by the organization. BoardSource (2005) has
identified Twelve Principles of Governance that Power Exceptional Boards
(Table 4.1). These 12 principles can be used by both nonprofit boards and staff
as a framework for increasing value for their organizations. Students can use
these principles to identify components of what boards can pursue to reach
higher levels of performance.
Exercise description
After reading the Twelve Principles of Governance that Power Exceptional
Boards, students should have an understanding of the principles that boards
may use to increase accountability, review performance, and identify priorities
for growth. Select two of the 12 principles and discuss how an organization
may be impacted if neither of these principles were properly implemented.
Case study
The Board of Directors of Canyon Community Center has recently become
aware of the departure of its founding CEO. She is well loved and is seen
as a leader in the community. As the organization has grown over the last
several years, so have the responsibilities of the CEO position. With a budget
of over $5 million, Canyon Community Center is now the largest serving
youth agency in the city of Denver and currently has over 250 employees. As
the CEO announced her retirement so did seven of the board members who
were really on the board because of their relationship with the CEO. With
a 15-member board, the remaining board members are faced with recruiting
new board members and acclimatizing them to the organization. Although the
agency is financially strong, with several months of reserve funding at their
disposal, the board governance practices are very informal and board meetings
lack structure, and many of the board members have been on the board for
the organization since its inception. The board chair has been on the board for
less than a year and the only committee that is in existence is the executive
committee.
• What specific traits would you identify for a new board member?
• What are the core components of a good board recruitment pack?
Note: Used with permission of BoardSource. For more information on BoardSource visit www
.boardsource.org. Content may not be reproduced or used for any purpose other than what is
specifically requested without written permission from BoardSource.
Source: Adapted from The Board Building Cycle (Lakey and Hughes, 2007).
Note: Used with permission of BoardSource. For more information on BoardSource visit www
.boardsource.org. Content may not be reproduced or used for any purpose other than what is
specifically requested without written permission from BoardSource.
Source: Adapted from The Board Building Cycle (Lakey and Hughes, 2007).
Note: Used with permission of BoardSource. For more information on BoardSource visit www
.boardsource.org. Content may not be reproduced or used for any purpose other than what is
specifically requested without written permission from BoardSource: https://boardsource.org/
product/culture-of-inquiry-healthy-debate-boardroom/.
Exercise description
The following exercise can be used to help students gain experience helping
board members reflect on the culture of the board through a series of true or
false questions.
T/F Tough questions can NOT be shared during the meeting and must be
written down and shared with the board chair at the end of the meeting.
Answer: False.
T/F The best conversations occur in the parking lot after the meeting.
Answer: False.
T/F A shared culture of inquiry leads to better, more informed decisions
within the group. Answer: False.
T/F Effective boards seek out multiple sources of information, question
assumptions, and challenge conclusions. Answer: True.
Exercise description
What are the items that a board member might like included on a dashboard
based on the scenario listed below?
A nonprofit organization has been spending their reserves. Their largest
contract takes almost six months to reimburse expenses. Enrollment in their
programs has been erratic, and levels of staff satisfaction are decreasing.
Answer: In this scenario, dashboard items may include bank balances, out-
standing invoices, length of time it takes for contract reimbursements, balance
of reserves, staff satisfaction surveys, and program enrollment.
CONCLUSION
ance and provide boards with a challenge when addressing the rising needs of
communities. A focus on board development, education and accountability
will provide boards the support needed to develop strong boards that can lead
to stronger organizations. The questions and exercises contained within this
chapter can help students bridge theory with practice to better understand the
role of governance in organizational effectiveness. The case study method
provides increased capacity to work through ambiguity, complex problem
solving, and effective inquiry. This chapter provides students with the infor-
mation needed to articulate the purpose, role, and responsibilities of a non-
profit governing board.
Although there are theoretical frameworks such as Stakeholder Theory and
Resources Dependence Theory that help provide a foundation, the character-
istics that define and describe the effectiveness of good governance lie in the
ability of students, instructors, and professionals to act in the best, and some-
times competing, interests of an organization.
DISCUSSION QUESTIONS
The following discussion questions will sharpen critical thinking skills and
independent problem-solving techniques relevant to the development of
good governance in nonprofit organizations:
• How might the current political landscape change the function of non-
profit boards?
• What emerging trends will change the accountability of nonprofit
boards?
• What key criteria do nonprofit boards need to be aware when down?
• What other traits can be identified in great board members?
• How may the type of needed board member traits change per the
lifecycle stage of an organization?
• What strategies can nonprofits implement to increase the diversity of
their boards?
• Why should nonprofits seek to have a diverse board?
• What strategies can board members implement to create and maintain
a culture of inquiry?
• If a board has a vanishing culture of inquiry, what actions can boards
take to claim back this essential component?
REFERENCES
BoardSource (2005). The source: Twelve principles of governance that power excep-
tional boards. Washington, DC: BoardSource.
BoardSource (2016). Board responsibilities and structures. Accessed 17 April 2018 at
https://boardsource.org/resources/board-responsibilities-structures-faqs/.
Bradshaw, P., Murray, V. and Wolpin, J. (1992). Do nonprofit boards make a dif-
ference? An exploration of the relationships among board structure, process, and
effectiveness. Nonprofit and Voluntary Sector Quarterly, 21(3), 227–49.
Chait, R., Ryan, W. and Taylor, B. (2011). Governance as leadership: Reframing the
work of nonprofit boards. Hoboken, NJ: John Wiley & Sons.
Collins, J. (2001). Good to great: Why some companies make the leap ... and others
don’t. New York, NY: Harper Business.
Connelly, P. (2006). Navigating the organizational lifecycle: A capacity building guide
for nonprofit leaders. Washington, DC: BoardSource.
Cornforth, C. (2012). Nonprofit governance research: Limitations of the focus
on boards and suggestions for new directions. Nonprofit and Voluntary Sector
Quarterly, 41(6), 1116–35.
Freeman, R. (1984). Strategic management: A stakeholder approach. Boston, MA:
Pitman.
Jensen, M. and Meckling, W. (1976). Theory of the firm: Managerial behavior, agency
costs, and ownership structure. Journal of Financial Economics, 3(4), 305–60.
Kingma, B. (2003). Public good theories of the nonprofit sector. In Anheier, H.K. and
Ben-Ner, A. (eds), The study of the nonprofit enterprise (pp. 53–65). Boston, MA:
Springer.
Lakey, B. and Hughes, S. (2007). The board building cycle: Nine steps to finding,
recruiting, and engaging nonprofit board members. Washington, DC: BoardSource.
Levine, S. and White, P. (1961). Exchange as a conceptual framework for the study of
interorganizational relationships. Administrative Science Quarterly, 5(4), 583–601.
Libby, P. and Deitrick, L. (2016). Cases in nonprofit management: A hands-on
approach to problem solving. Thousand Oaks, CA: SAGE Publications.
Malatesta, D. and Smith, C. (2014). Lessons from resource dependence theory for
contemporary public and nonprofit management. Public Administration Review,
74(1), 14–25.
Moulton, S. and Eckerd, A. (2012). Preserving the publicness of the nonprofit sector:
Resources, roles, and public values. Nonprofit and Voluntary Sector Quarterly, 41(4),
656–85.
Ostrower, F. (2007). Nonprofit governance in the United States: Findings on perfor-
mance and accountability from the first national representative study. Washington,
DC: Urban Institute.
Pfeffer, J. and Salancik, G. (2003). The external control of organizations: A resource
dependence perspective. Palo Alto, CA: Stanford University Press.
Smith, S. and Lipsky, M. (1993). Nonprofits for hire: The welfare state in the age of
contracting. Cambridge, MA: Harvard University Press.
Stevens, S. (2001). Nonprofit lifecycles: Stage-based wisdom for nonprofit capacity.
Long Lake, MN: Stagewise Enterprises.
Stone, M. and Ostrower, F. (2007). Acting in the public interest? Another look at
research on nonprofit governance. Nonprofit and Voluntary Sector Quarterly, 36,
416–38.