Lesson 3 Reflection: “The Importance of Boards in Non-Profits”

In today’s age of non-profits, boards remain vital to the health of their organizations. In addition to the three legal duties – duty of care, duty of loyalty and duty of obedience – effective boards provide structural guidance and keep their executive directors accountable for his/her actions. As Ellis Carter explains in Top 15 Non-profit Board Governance Mistakes (From a Legal Perspective), nobody owns a tax-exempt non-profit; no one individual or committee should control the organization. He also mentions that today many non-profits are turning to younger, less experienced leaders who can profit greatly from the experience that older board members bring to the table. Jeffrey A. Sonnenfeld expands on this in What Makes Great Boards Great, by referencing the tremendous asset Dell’s 21-year old founder (and college drop-out) had in a 70-year old board member who had previously founded Teledyne and served as dean of McCombs School of Business. Non-profit board members are also often a great resource for funding and connections to various other stakeholders.

However, a board that is not on the same page with their executive director in terms of the mission, or implementation of the mission, can cause tremendous damage to their organization. In Mission Driven Governance, Raymond Fisman, Rakesh Khurana and Edward Martenson explain that as the Whitney Museum sought out new board members in an effort to expand their base of support, they also lost sight of the core values on which the museum was founded, leading to decades of missed opportunities and damaging press. A board of directors also must understand that while they “draw the lines on the road”, it is the executive director who “drives the car.” A good board will allow the director and his/her staff to run the day-to-day operations without interfering. Finally, effective boards will allow (and encourage) members to express themselves when they disagree with the rest of the board and/or executive director. Sonnenfeld recalls how a single dissenter on the board for Medtronic routinely saved the company from terrible decisions. He also relays a tale of a sought-after candidate being invited to join the board of a struggling company, during which time he was told that new members are expected not to say anything for the first 12 months. The candidate’s response was, “See you in a year,” and did not wind up joining the board. Today’s non-profits benefit tremendously from their board of directors, as long as they fulfill their three legal duties, stay true to the mission, keep their executive director and each other accountable, and work together for the benefit of their constituents.

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