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Stuff To Ponder: Professionalizing Non-Profit Boards

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Via Tyler Cowen at Marginal Revolution is a proposal put forth in the Stanford Law Review suggesting replacing board members with a professional board services company.

When I first saw the title “Why Not Put a Firm on Your Board” on Cowen’s blog, I thought maybe the Stanford article was going to be a satire of the whole “corporations are people” idea that is the basis so many recent Supreme Court decisions. However, they are completely serious and there is some sense to what they propose. (Though I suspect they may still have been inspired by the court.)

As I read the article, I started to wonder if something similar might be good for non-profits. The article is definitely aimed at large for-profit corporations, but the fundamental problems are the same:

-Both for and non-profit boards are comprised of people who have other day jobs and don’t have the time, either during or outside board meetings, to exercise proper oversight of the corporation.

-Board members either get too little information about the corporation to do their jobs, or are overwhelmed with too much.

-Board members often don’t possess specialized knowledge about the entity they are overseeing and therefore can not make good decisions.

-Finally, board members are in a position where they are more loyal to the management of the company than to the general community of stakeholders.

The articles authors propose a company, which they dub “Board-R-Us,” to provide professionalized oversight of management and assume legal liability for decisions made. I am not convinced that these companies wouldn’t succumb to pressure and influence from their clients like Arthur Andersen did or via their own corporate owners.

That aside, there were some compelling reasons for speculating on whether something like this might be viable for non-profits. In addition to the problems with effective oversight mentioned above, non-profit arts organizations often express frustrations trying to recruit a board that better represents the demographics of their community or target audience.

A board services provider (BSP) could recruit and train board members for a non-profit organization. A BSP would likely have extensive contacts at many companies, service organizations, universities, etc developed in the process of searching on behalf of many organizations which would make the search easier for them than for board nominating committees.

The BSP could advise both the organization and the board members about how to more effectively interact with each other so that neither dreaded attending regular meetings.

I am not sure if a BSP would essentially just be a recruitment firm or if the board members would work for them. The former situation would more easily permit board members to serve voluntarily. The latter might require a stipend of some sort.

I am not sure how a stipend might be resolved legally, but if a board member was paid by a separate company and if it wasn’t much more significant than gas money, it might pass muster.

One of the benefits of engaging a BSP for a non-profit is that you could actually have a healthy rotation of people through your board when the BSP assigned new people as terms expired.

A robust rotation system might also prove an incentive to companies to encourage employees to participate in non-profit boards via a BSP. The networking opportunities available as people rotated through the boards of different organizations can be valuable to companies. If the BSP is helping the non-profits provide pertinent information in an organized manner and the board meetings are being run efficiently, few may feel the experience is a waste of their time.

These scenarios assume a situation similar to the current arrangement of part-time board members helping to manage a non-profit with some guidance and oversight from a BSP rather than full-time oversight from a BSP simply because of the costs involved with the latter option.

In terms of how even part time services from a BSP might be paid for, I envision a dedicated good governance fund administered by a state arts council. If the arts council can’t find a source willing to specifically fund this, they might charge participating arts organizations a nominal fee and create a pool of money to pay a BSP.

The participating arts organizations could then choose from among a number of available board service providers.

Info You Can Use: Legal Tips

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A couple weeks ago, Gene Takagi of the Non-Profit Law Blog made a post cautioning lawyers about issues to consider when representing a nonprofit.

As you might imagine, every one of his tips were important for members of a non-profit board and leadership to know as well. Some of his traps and tips are frequent points of conversation in the non-profit arts community: don’t write a mission statement that is too restrictive; be sure you have a viable business plan and don’t assume non-profit status is your only option; boards members should be aware they have a very real governance role; non-profit doesn’t mean tax-exempt or no-profit; all overhead is not bad; get board and directors insurance.

There were also some topics that are less frequently discussed:

Traps
1. Failing to inform the client at the outset of representation that you represent the organization and not any individual directors or officers.

4. Including “non-voting directors” in the organization’s bylaws (under most states’ laws, there is no such thing as a “non-voting director” and, subject to very limited exceptions, each director has the right to vote on all matters before the board).

5. Providing in the bylaws that the board of directors may combine in-person votes at a meeting with email votes to take board actions.

6. Reinforcing the myth that nonprofits should always minimize overhead expenses (even at the expense of building an appropriate foundation on which to build the organization’s operations).

7. Failing to inform the client about the differences among volunteers, independent contractors, and employees, and the risks of misapplying these classifications.

10. Failing to discuss with the client the benefits of having organizational policies that address the legal and management implications of conflicts of interest, proper gift receipts, misuse of social media, expense reimbursements, acceptance of noncash gifts, document retention/destruction, and whistleblowers.

For me, that first one about the lawyer representing the organization and not you always strikes me as worth repeating. I have never had the ill-fortune of being in a situation where there was a even the whiff of legal action. However, when I am reviewing contract clauses that make me uneasy or am faced with a potentially contentious encounter, I will find myself thinking that the legal department will cover me if worse came to worse. Then I have to remind myself that in fact, they won’t necessarily have my back because they serve the interests of the organization, which may not include protecting me.

Point #5 about mixing in-person and email voting is a reference to a prohibition in California law. However, reading the rationale behind the illegality of such action, it seems reasonable to expect other states would have a similar restrictions.

Since I have heavily summarized his post, it is worth taking a look at everything Takagi cautions and advises for the legal health of a non-profit

Boards! What Are They Good For?

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Some interesting thoughts on the purposes of boards in the blogosphere today. Laura Zabel makes some “bored assumptions” about the primary purpose of boards suggesting that passion about the mission should come first with fund raising being a distant second or third or fifth…

“I’ll be blunt here: if you’re not thinking about how your board represents your community then you’re not building a relevant organization. When we are looking for new board candidates at Springboard there are two criteria:

-do you love and understand the mission deeply?
-will you energetically represent the organization to your community and your community to the organization?

Swim Pony Performing Arts artistic director Adrienne Mackey says much the same thing in a post of her own today.

“Which means that were I to incorporate the mission my board would be responsible for is “To make Adrienne’s work the most Adrienne it can be.”

But Mackey, whose organization is not incorporated as a non-profit and who states from the outset “I am generally anti non-profits for the majority of content generators, especially for small ensembles and individual creators,” asks

“Are there any artists who, if given the choice, would actually want to keep a board of directors if they didn’t have to? I know that many of my peers have talked to me about learning to find meaning and usefulness and sometimes even joy in the people they’ve invited to be part of their non-profit board. But if they weren’t required to find a way to live with this set up, would they still do it?”

She asks this predominantly in regard to companies that exist to promote the work of a single artist rather than in the service of promoting or curating types and genres of art or to provide “a habitat for artists to plug into.”

The basis of this is the belief that (my emphasis):

“..artists should get input from the outside about how their work is best made and how it might be financially sustainable and responsible. But at the core, I don’t agree that the final responsibility for a creator’s product can be located outside of the creator.”

For me, both posts are further evidence of the sentiment that has been simmering over that last few years that the current structure needs to be replaced. Adrienne Mackey makes a good case for situations when you should not view non-profit status as the default and only choice.

We have seen the appearance of Benefit Corporate structure in an increasing number of states over the last few years as a way for companies to effect positive social impacts. Readers of my blog know that I am intrigued by the idea of arts organizations being created with expiration dates.

But I think there is just as much validity in Laura Zabel perception that there is nothing necessarily wrong with the current structure, but the that assumptions and dynamics of board relations need to be altered.

 

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Today’s post title inspired by Edwin Starr. I should note, I am not advocating for the dissolution of boards a la the “absolutely nothing” lyric. It is often difficult to think of a title for my posts and it was just too good a reference to pass up.

 

There’s No Quitting In Dance

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I was a little surprised by the news last week that the entire board of Minnesota Dance Theatre resigned. I thought at first that perhaps there had been a rift in the board and many of them resigned in anger, but as far as I can tell it was everybody.

I was hoping more information would emerge since then, but as of this moment, there is no clear explanation as to why. For awhile, I had thought perhaps the founder pushed them out, but she died in 1995. Her daughter is now leads the company.

This whole incident touches on the topic of who owns a non-profit.

However, the real concern for me is that the board has legal responsibilities for the organization and is better off not resigning. I wrote about this a couple years ago. Resigning is the worst possible option if a non-profit is in dire financial straits because you may end up subpoenaed as the courts resolve the issues, but you no longer enjoy any of the protections of board insurance.

All the articles I have read say the organization is in stable financial shape. But if there are any legal issues that arise, this decision could come back to haunt the board.

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Title of this post inspired by “There Is No Crying In Baseball” scene in A League of Their Own

Separating Governance and Operations

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Last month Non-Profit Quarterly addressed a timely topic I found extremely interesting: In a time when so many non-profits are being formed, but haven’t grown to the point of having a staff, how do you separate the governance and operational roles of a board?

If the organization has any ambitions of growing to the point where it will have a staff, making that separation early on will help avoid having the staff feel second guessed on everything by a board that has a hard time relinquishing those decisions.

As the author, Mitch Dorger, notes, it is easy to focus on operational decisions because the results are more visible and immediate than that of longer term governance decisions. So even if the organization never intends to have a staff, it is easy for the board to get bogged down in operational discussions.

Dorger admits he wasn’t quite sure how a board only organization could effectively keep that separation so he posed the question to an online forum. There were five basic responses he received including, having distinct governance and operational committees and even distinct boards.

Another “specific suggestion was that the vice president, treasurer, and secretary would oversee operational matters while the president and any remaining directors would focus their attention on governance issues. (Of course, all officers would participate in all governance discussions.)”

I liked this one because it actively utilized and made relevant the vice president role.

The final suggestion advocated an examination of the “whole nature of board committees” and abandon the “traditional committees that boards use and reorganizing into three new committees: operations oversight, organizational development, and organizational future.” Another rather intriguing idea.

Of Blogs and Boards

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So Minnesota Orchestra Association CEO Michael Henson declared that “blogs are senseless and must be ignored,” and he is right.

At least in the same sense that people think Congress is ineffectual but approve of their own representative. People don’t value blogs themselves, they value the people behind them.

Lynn Harrell hardly posts on his blog, but because of his stature when he posted about Delta taking both his cello’s and his frequent flyer miles, it raised such a ruckus there were newspaper articles about the situation and a segment on the Colbert Report.

The same is true for Bill Eddins, he doesn’t post often, but when he does, people respond.

Drew McManus doesn’t get cited as an expert solely by sitting in front of his computer typing away, he is out there consulting, speaking at conferences, giving interviews…and writing interesting things on his blog.

Emily Hogstad wouldn’t have garnered so much attention about MOA’s pre-emptive domain squatting if she hadn’t developed trust with years productive and interesting work.

Were blogs not to exist, these people wouldn’t be any less smart, talented and worth listening to. The blog medium just makes it easier to do so.

In the same vein, people don’t give to organizations, they give to people. Michael Henson seems to have either forgotten or been unaware of that fact.

Except in this case it is the reverse of the situation with Congress. People don’t value the individual musicians, but they value their relationship with the assemblage of musicians as a whole.

And perhaps unfortunately for Michael Henson and the MOA board, people don’t just value their relationship with the current musicians, but those of the past as well. Henson and the board may think they are bringing a recalcitrant bunch of musicians to heel, but by shutting down the season, they are interfering with a Minnesotan sense of pride in their historical support of arts and culture, including the Minnesota Orchestras of the past.

Now you even have Minnesota Governor Mark Dayton making a statement about the window closing on the two parties after having remained voluntarily quiet on the subject for months.Since there have been calls for the orchestra to return state monies, this may be a harbinger of things to come.

It is heartening that when we have had so many government officials telling artists and organizations what sort of art they should create, the subtext of Gov. Dayton’s remarks is basically to just get back to making art.

There is a conceit expressed by theatre technical staff where they say about actors, “without us, they would be performing naked in the dark.” This ignores the fact that theatrical performances don’t have to occur in a dark room outfitted in fancy costumes.

Sure, audiences LOVE the spectacle, but give them the option of a sun lit live performance in the middle of a cow pasture or an opportunity to listen to a recording of that same group in a 2000 seat concert hall accompanied by a spectacular light show and see where they go. Even if the tickets to the cow pasture are more expensive, people are going to choose the live show over the light show.

Orchestra boards are making the same mistake. They think their job is to get a musical performance for as cheap as possible, but people prefer the substance over the reasonable facsimile.

Now the question of whether people prefer orchestra music over something else is one of programming rather than labor and organizational existence.

Orchestra board members may be important people individually, but as a group they are subsidiary to the musicians themselves. Just as people only come to see the light and costumes in the context of a performance, no one comes to an orchestra concert for the board members.

When board members are feted for the great work they did for the orchestra, it is due to the delight the orchestra brought. The board made it possible for the musicians to deliver that delight, but the board is not the source of that delight.

Boards are praised for helping to construct, support and build arts organizations. Not for making them less. No board has ever been praised for their courage in cutting the oboes.

Boards, like blogs are meaningless of themselves and only gain value by dint of the talent of the people behind them.

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The Minnesota Orchestra cross-blog event is a collection of more than a dozen bloggers, musicians, patrons, and administrators writing about the orchestra’s devastating work stoppage. You can find all of the contributions in the following list and the authors encourage everyone to participate by sharing, commenting, or publishing something at your own culture blog.

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Info You Can Use: Flex Subscriptions And Your Subscriber Base

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I have been pondering whether we should start offering a “Choose Your Own” subscription series in future years. In my past jobs, we never programmed with an eye to filling slots in a series so we offered “Choose Your Own” discounts without any problem. Now I am working in a place which has historically had a number of series and I am looking to offer an additional flexible one.

Since this blog is about discussing practical aspects of arts administration, I thought I would share some of the issues I have been taking into consideration both to solicit some feedback, but also give a sense of the thought process you need to engage in when making these decisions.

The numbers I am using in my example aren’t the actual ticket amounts and they are equal for all events in a series for sake of simplicity. The discount for buying the full season relative to the sub-season pricing is the same though.

Currently we offer a full season of nine shows ($290) and three sub-seasons of three shows each: Broadway ($150); Variety ($105) and Classical ($75).

My idea for a flex subscription is to offer the sub-season pricing if to any three shows or more shows of your choice.

That might break out as follows:

Book1

 

Instead of buying a series, people would pick and choose from among all the series. Because they are picking and choosing willy nilly, we can’t guarantee them the same seats will be available at every performance, but they still get their seats before single tickets go on sale and at a discount.

Usually the idea behind flex subscriptions is to give people who can’t make it to all the shows in a series the ability to benefit from an advance purchase discount.  It is seen as a plus if you can get someone who has historically been a single ticket buyer to commit to attending multiple shows in advance.

But the important issue is the need to factor in the likely behavior of your audience. If there are a lot of single ticket purchases for three or four shows across multiple series in the days right after single tickets go on sale for full price, you need to ask if you think more people will pick up this practice or if you will only end up giving a significant discount to the same group who typically buys tickets at full price months in advance of the show. You could end up losing money in the process.

The same for those who buy the classic series and then one or two tickets to the Broadway series at full price of $65. If there are lot of those, you may end up giving up quite a lot at a $15 difference per ticket.

In our case, our biggest series base is in Broadway with far fewer in Variety and Classic. It wouldn’t represent a significant loss if the Variety and Classic people who buy Broadway  tickets at full price received a discount.

My biggest concern is that we may lose full season subscribers to a piecemeal flex series.  Every year there is a Broadway show people aren’t crazy about so if Full season subscribers didn’t like one show and picked the other 8 individually, that would represent a $10 loss per subscriber. Not a big deal individually, but if many people made that choice it could be problematic.

The same with the Broadway series subscribers. If they dropped one Broadway show and picked up one Variety or Classic show as their third, that is a loss of $15-$25 per subscriber.

Now the easiest solution to keeping Full Season subscribers from becoming  “slightly less than Full Season” subscribers is to place the “Choose Your Own” on the same footing as the other sub-series and limit it to any three events. That way you don’t have to worry about people defecting to a 7 or 8 event subscription.

But if you are in a situation like I was in my last job where you don’t have a large subscriber base, you can go all out and offer discounts on as many shows above the minimum as people care to buy.  You have a fair chance of picking up new subscribers.

I will confess I was pretty gung ho about flex subscriptions and the philosophy of giving people the most freedom to choose in return for making that choice in advance. Organizations that kept their audiences tied into a designated series were adhering to a dated concept of audience relations! But as I say, that was when I didn’t have a fairly reliable subscriber base.

Now that I am in a situation where I am doing an analysis of the pros and cons in preparation for pitching the idea to an organization with an established subscriber base, I find myself being a little more pragmatic. (Though note I am still trying to introduce a flexible scheme.)

So what about you? Thoughts about this? Are there packages you have put together to entice people to subscribe that worked? Some that back fired on you and made you lose income or subscribers?

 

We’ll Pay You Twice As Much As The Last CEO (*snicker*)

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Apropos to my post dealing with doing more with less earlier this week, last week Janet Brown, CEO & President of Grantmakers in the Arts wrote about the problems with non-profit CEOs forgoing pay.

She cites an example where the retiring CEO of a performing arts center had only accepted a nominal salary. The savings that represented meant the different between running a deficit. Now with the CEO retiring, they either needed to find someone else who was willing to do the job for free or find the money to pay someone for the job.

The performing arts center should have been booking the CEO’s non-salary as an in-kind contribution all these years, keeping the reality of the expense in the budget. This, of course, would have shown a loss for some years, which (I’m only guessing here) is probably not what the CEO or the Board wanted. So the cycle of under-capitalization continues.

Brown asserts that every organization should strive to be completely transparent financially, not only for the sake of those who inherit leadership positions, but also to retain the confidence of supporters.

Sound business practices are possible in nonprofits but, as I’ve stated before, this demands transparency and leadership that wants to do more than keep the doors open….Our investors in the nonprofit arts world are community members, governments, foundations and corporations who give money because they believe in our organizations, their missions and the good they are doing for our communities. These investors also deserve (and should demand) returns, which include the best artistic product possible and the strongest balance sheet good management can provide.

I guess the lesson here is not to pay your executive director as well as your interns, erm I mean, pay them both!

Giving, Rather Than Sacrificing

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I was thinking last week about the growing sentiment that non-profit organizations should resist the impulse to do “more with less.” The idea being that it gives funders, boards, government entities and the public an unrealistic view of what the real costs of programs actually are and is likely to cause burnout among employees.

The quality of all programs will probably suffer in an effort to make up for the loss of funding to one, as well.

Although it would really hurt organizational pride and morale, the suggestion is to eliminate the program rather than stretching and stressing yourself even more trying to maintain it. That way, at least the consequences of low funding are unambiguous.

A cynical thought crept into my mind that some organization of younger workers unfettered by concerns of good pay and work-life balance might come along and belie your insistence that the program couldn’t be supported, by happily suffering through its execution.

But soon I got to thinking, why not let them? Not that you should welcome an under-captialized organization with unrealistic expectations, but if there was someone qualified who thought they could do a better job, maybe your organization should hand over your files to them.

I started to wonder if many non-profits had really ever thought of this. Most organizations are aware of people doing similar work in their region, whether they are viewed as competitors or providing parallel services. If you are being faced with having to eliminate a program, but are conflicted and a little guilty thinking about all those whom you serve losing something they valued, perhaps it is best to give your program materials to a group that possesses better resources or sees that program as one of their core competencies.

Once you no longer view each other as competitors, there may be room for constructive partnerships. For example, a performance venue who is seeing their K12 school show program flounder due to decreasing availability of bus money might direct their clients to a group that performs in schools, but doesn’t have their own facility.

The traveling group may benefit from the additional contact list, as well as costumes and props that the venue will no longer be using. In return, however, the traveling group may still do an occasional school show for the venue or may produce a series of weekend family matinees at the venue, allowing the venue to continue offering family programming without having to bankroll the development.

Or perhaps both groups wanted to do an after school program, but neither had all the resources they needed to pull it off. Yet as partners, they do.

By the end of my musing, I started to think that trying to do more with less and hold on all your programs might not only be harmful to your organization, it might also impede constructive partnerships.

Instead of looking around at other groups as competitors for the same pie, which granted is increasingly becoming the case, it may be more productive to evaluate what other people are doing as well, if not better than you, with an eye to possibly having to cede that to them.

Times when things are going well are probably best to consider these issues because it also allows the time to evaluate potential partnership options while free of financial panic.

Perhaps you will decide to transition things away before a critical decision ever needs to be made, when your program still remains vibrant and is a worthwhile addition to another company.

No organization should be in a mode of constantly contemplating its demise. I know many elderly start mentally ear marking who will get what when they die, if they haven’t already started actively giving things away. I don’t think that is a healthy way for a non-profit to operate.

It should know where its strengths lay, what its core functions are and what things occupy a more secondary role. Strive for excellence in everything and shine in the community, but be consistently clear about what the priorities of the organization are.

Boards and staff members are likely to have strong emotional attachments to the work that your organization is doing, and probably rightfully so. An open and ongoing conversation about what another organization is doing well can help to motivate your organization to step their game up and do a little better.

But having an open conversation about the organizational priorities as well as what other organizations are doing well may ease the decision to cede/transition a program away if the staff and board has regularly acknowledged the worthiness of another organization to do the work that is being set aside.

Amuse Bouche Fund Drives

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So even though I am in a fairly rural area of Ohio, I have discovered that I have an embarrassment of riches when it comes to being able to access public radio broadcast streams. There are two from Ohio universities, one from West Virginia and one from Northern Kentucky. Despite the mountains I can hear each of them fairly clearly since there are repeaters located within a few miles of my workplace.

I tell you this provide some context when I say I heard a fund raising approach I liked but can’t for the life of me figure out which station I heard it on. I have visited each station’s website and Facebook page and still don’t know whom to credit.

In any case, one of these intrepid stations announced that now that the summer had started, they would begin “One Shot Wednesday” fund drives. Instead of having a week long fund drive, they were just going to make appeals on Wednesdays throughout the summer.

I thought this was a great idea because many people will tune away for the week of a fund drive and come back when it is over. Having it once a week repeatedly introduces itself into a person’s habitual listening. Since the disruption is contained to a small period of time, people may tune away for a day, come back again and then be reminded the next Wednesday around.

The station can better retain their listeners and expose them more frequently to the message that the station needs their support before a person chooses to tune away. And who knows, people may stay with the station throughout the Wednesday since the appeal breaks are short relative to other fund drives.

I have been trying to think of what the performing arts organization version of this might look like. Attending performances is not part of most people’s daily routine so there is no week long fund drive people might seek to avoid.

Curtailing the curtain speech appeal might make many audience members happy, but what more palatable alternative do you replace it with?

I know the board of my organization enjoyed calling people up to ask them about how much they liked the past season. The effort was well received all around. It would be possible to insert an appeal at that time, but if done poorly it would probably be a negative experience for all involved.

You might try having board members or volunteers chat casually with people in the lobby before the show and introduce the idea of supporting the organization. There is more of an opportunity to monitor that the process is done well and give notes on improving in the future. The only problem might be if the lobby is too small or if most of the audience rushes in at the last moment leaving little opportunity to speak with them.

I think the real question at the base of all this is- what are we doing now that makes people uncomfortable and what can we do to make it less so. That is what the one radio station did. They took the week long fund drive that everyone groans about and parceled it up across the summer.

I have no idea how successful it is, but from the way they spoke, they have done this before. Once I find the station again, I will try to do some further investigation.

But what ideas do you have to break up the often awkward process of fundraising into something more digestible?

It Only Appears A Mockery of Reality

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If you look around at all the negotiations between the boards of symphony orchestras and their musicians and wonder how it can all go bad so quickly, some entries in which Drew McManus recounted mock negotiation exercises he conducted might give some insight.

While I was looking back at old posts for topics to revisit while I moved jobs, I came across an entry that reminded me about the exercises Drew had run. It all seemed so timely that I knew I had to call attention back to them.

Drew recounted his experiences running mock negotiations with Andrew Taylor’s graduate students at UW-Madison in two parts.

The first part was pretty fascinating to read about as the students immediately identify problems with the accuracy of the financials they, as the musicians negotiating committee, were given by the orchestra management.

“students seemed to expect that this was all some mistake and they would receive the “correct” figures at some point. In several cases, students claimed that an organization’s figures simply couldn’t be this messed up but I helped them along with relating a number of real life examples so they could begin to establish a useable frame of reference.”

Upon realizing that Drew hadn’t misunderstood the “mock” part of the exercise to mean he mocked them with absurd scenarios, those playing the part of the musician negotiation committee begin to get very angry. They accused the management of incompetence in the face of what Drew notes are no-win proposals orchestra musicians are often faced with.

Drew had previously run the same exercise with music students at the Eastman School of Music. What happens next may be illustrative of the difference in outlooks between music students and management students.

Instead of coming back to the table with a counteroffer,

With a certain sense of smug satisfaction, they informed management that they believe the organization is being mismanaged and unless they were presented with a better offer, they were going to break away from SimOrchestra and form their own, musician run, ensemble. In a sense, they were going to take their ball and go home.

… I then inquired if they put together a counter-offer that would provide the board with a better idea of what the musicians found acceptable. They informed me that they did not have such an offer and, furthermore, they refused to craft a counter-offer and reiterated that they felt confident that they could create an organization that had an annual budget equal in size, compared to what the board was currently offering them all while creating a better artistic product than is currently produced.

That pretty much brought the exercise to a close. Drew discusses the debrief in the second entry on the exercise. The students were eager to learn how they, as managers of the future, could avoid the mistakes and problems they perceived in the management’s offer, including the error filled financial statements.

Another student was curious how musicians could come back with a counter-offer at all given that the management’s initial offer was so egregious. They said it would be extremely frustrating to present a counter-offer that management would perhaps perceive as ridiculous as the musicians found management’s offer. “So what happens then, do we just keep going back and forth until we meet in the middle?” the student asked.

Unfortunately, the answer is both yes and no. Nevertheless, this question opened the door to another core component of the mock negotiation session: the environment of collective bargaining agreement negotiations isn’t black and white. Instead, there’s an inherent political dynamic which increases proportionally based on the severity of the negotiating atmosphere.

[…]

Based on conversations with some of the students later that afternoon and the next day, I observed that they were beginning to understand that, as the managers of tomorrow, they need to be prepared to enter into an administrative world that is neither perfect nor cut and dry. They also learned that they can’t rely exclusively on their academic management skills to get them through the woodshed experiences all organizations face at some point in their development.

Drew also wrote up a comparison between the UW-Madison session and the Eastman School of Music sessions for those who are curious.

As I went back to re-read these these entries in the context of all the contentious contract negotiations that have occurred in the intervening seven years, I wonder if administration and musicians both found themselves in situations as impossible, if not more, than the scenario presented to the students.

Even in the face of an unfair labor practice complaint that Drew notes would have resulted from the musicians walking away from the table as the students did, I am surprised we haven’t seen at least one group of musicians stand up and decide to form their own new organization.

The fact that they haven’t may be a testament to the difficult operating environment orchestras face and a recognition that it isn’t so simple to avoid the ridiculous set of circumstances with which the students were presented.

Expanding The Company To Make It Smaller

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About seven years ago, I wrote about a friend who incorporated the company he founded in order to gain the assistance of a board to help him expand operations, only to find that they were moving to contract the operations to a place where the organization was doing less than when he was running it alone.

Now he is mainly employed by another company altogether (happily, exercising his artistic talents) and the company he founded is largely inactive. I have a somewhat better sense now than I did when I wrote the entry what the causes of this situation were.

I wondered though if anyone else had come across a similar situation where an organization ended up worse off soon after the addition of a board. Did you have a sense of what the causes were? How can that be avoided in the future?

What About Artists On Corporate Boards?

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A posting by Alex Tabarrok today on Marginal Revolution inspired some “what’s good for the goose…” thinking for me today. He links to a study showing that academics on corporate boards tend to keep the company healthy.

I am not going to suggest putting arts and culture people on corporate boards will automatically help a corporation any more than encouraging them to settle in a city will make the area more economically prosperous. However, many of the impacts the study finds academics (both professors and administrators) have on companies appear to be ones that arts professionals might bring as well.

First, academic directors are outside directors with relatively strong reputations and a tradition of independent thinking. They are trained to be critical thinkers with their own opinions and judgments, and they are less influenced by others and can be tough when necessary (Jiang and Murphy, 2007)…Fama (1980) and Fama and Jensen (1983) argue that outside directors have incentives to monitor management because they want to protect their reputation as effective, independent decision makers. Thus, the monitoring theory indicates that academic directors would be important monitors of management.

Obviously, not all professors would make good directors, nor would all arts people. However, arts people have that tradition of independent thinking and an almost inborn fear of being labeled a sell-out which can motivate them to speak their concerns.

Third, academic directors’ primary areas of expertise are academic in nature. They tend to think through problems differently than nonacademics and can provide different perspectives in the boardroom, which adds to the board’s diversity. Prior studies find that board diversity (such as occupational diversity, social diversity, gender diversity, and ethnic diversity) is an important factor that influences board efficacy and firm performance

If arts people don’t bring a different perspective to things, I don’t know who will.

The area the study found that academics contributed most to a company was in relation to oversight. As I read the following, it seemed that non-profit board meetings and the attendant committee meetings, something that is at the center of both a professor and an arts administrator’s life, might actually be an asset.

“We find that academic directors are more likely to attend board meetings than other outside directors. In addition, academic directors hold more outstanding committee memberships than other outside directors. Specifically, academic directors are more likely to sit on monitoring-related committees, such as auditing committees and corporate governance committees, than nonacademic outside directors. The results on the director attendance behavior and committee assignments indicate that academic directors are better at board governance than other outside directors.”

Other benefits to oversight the study found was that CEO turnover was more closely tied with company performance and the financial operations were run in such a way there were fewer Securities and Exchange Commission investigations of the top executives when academics sat on the board. Companies with academics on the board also tended to be more innovative.

Now, of course, the disclaimers. Not all types of companies had academics on the boards and the study finds that different types of companies benefited from different board compositions.

Business professors were the most effective board members. Other types of academic fields mentioned were technology and law. This is not to say that arts people wouldn’t be effective because it doesn’t appear that too many liberal arts professors were asked to serve. It is something of an unknown quality.

If corporations are valuing creativity and critical thinking from employees, especially recent college graduates, they could presumably benefit from tapping those who teach them.

Likewise, they could benefit from arts people who are not only creative, critical thinkers, but are constantly cobbling together coalitions to pursue projects.

But the potentially biggest impediment to effective service on a for-profit board for both academics and arts people is whether they are dependent on the corporation upon whose board they serve for support.

“Furthermore, some academic directors hold administrative positions and thus may have connections to companies through university endowments or other fundraising relationships, which may make them less independent than inside managers.”

Still, it is interesting to think about the potential benefits to a corporation to have an arts person serve on the board.

In wondering why it doesn’t happen more often, I came to the not inconsiderable or illogical conclusion that corporations may not view those who ask them for money as equal to the task of helping them make money.

Toward Better Organizational Self-Evaluation

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I have been thinking a bit more on my post about when you get your first hint that things aren’t going well for your organization. I haven’t thought up any more interesting warning signs, but I have been thinking about the “after action” conversations between staff members I mentioned.

It isn’t necessarily a sign that things are going downhill, but I do think at least a semi-formal post mortem discussion that leads to action is necessary for the health of the organization. If people gather around the water cooler, talk about how great the show was, sigh “if only more people were in the audience” and then go back to their desks leaving it to the marketing department to fix or hoping things are better next time around, that isn’t really constructive.

I have worked for companies where a post mortem discussion focused on the technical issues that needed to be fixed/learned from the next time around, but I have come to realize that development, marketing and audience services need to be given equal time. And they need to be at the same meeting with the technicians.

I will be the first to admit I don’t do this to the extent I am envisioning it should be done as I write this.

There may be smaller meetings prior to the post mortem where each department collects their thoughts so they can summarize their victories and challenges and keep the meeting short. But if you are going to embrace the idea that responsibility for marketing and development are shared across the organization, then every department probably needs to be largely present.

It is too easy otherwise for those who are not present to feel disconnected and uninvested in the central goals of the organization, inhibiting long term progress.

It can be easy to address concrete technical problems like broken equipment and missed cues. It is more difficult to figure out intangible things like how to attract audiences and motivate volunteers. When the decision is made to have a cabaret in the lobby prior shows in order to engage audiences as they arrive, it is better that the tech people were in on that entire discussion and know the motivation rather than being told they now needs to support a cabaret before every show.

Probably annually there should be a discussion about whether what the organization is doing is working. The ultimate decision will be up to the board, but the staff are all experts in their respective fields. They may be best positioned to say whether what the organization is doing is working. If the season is programmed out of a sense of obligation (seven shows, Shakespeare in the Fall, Musical in the Spring) rather than as an acknowledgement of the current operating environment and community, then the impetus for change and the supporting evidence may need to come from the organization’s staff.

Admittedly, it is difficult to move against the inertia of an organization’s history and business model for both staff and board. I don’t know that a staff would initiate a radical change. On the other hand, if they were regularly involved with providing feedback and saw it was often acted up, who know what people might feel empowered to suggest.

The impetus for this post came not only from thinking about the warning signs post from last month, but also thinking about a post I did from a year about about founding arts organizations with planned expiration dates. Though I thought expiration dates are a great idea, I wondered if anyone would have the fortitude to do it.

From there my thoughts turned to the concept that any business should always strive to do things a little better the next time around. I figure there is a better chance of arts organizations putting a self-evaluation process in place than planning for their own demise. Given that, I started thinking about what practices need to be in place to allow an arts organization to be responsive to changing times?

What I would really be interested in is knowing if anyone works for any sort of organization or business that has institutionalized a really effective self-reflective process like this. What about the corporate/organizational culture has made it so effective?

People will avoid the mechanical imposition of this sort of structure so there needs to be some whole hearted investment by the employees. I would bet that any organization that does a good job examining themselves also has a highly effective personnel review process.

Info You Can Use: NP Orgs Exist In Shadow Universe (Great Resource Guides Too)

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My Twitter feed delivered me two great resources for arts professionals on the same day this week.

The first came courtesy of Sydney Arts Management Advisory Group. I guess I should have known that when they talked about a guide developed for “WA Artists” they meant Western Australia and not Washington State. In my defense, they link to a lot of prominent U.S. arts sources (like me!).

The guide they shared, Amplifier: The Arts Business Guide for Creative People, from Propel Youth Arts, is really one of the best guides for creatives just starting out that I have come across. If you cut out the resource guide at the end of the booklet, 98% of it is applicable to a creative anywhere.

The guide is really accessible with fun illustrations and interviews that will probably make you want to move to Western Australia. It also walks you through all sorts of planning processes with questions and checklists: project management, business plans, identifying markets, goal setting, evaluation, finances & funding, legal, product, pricing, place and promotion.

It doesn’t just deal with performance, but also tackles film, visual art and publishing, delves into copyright law (which appears almost identical to U.S. law) and licenses.

The guide also spends a few pages on risk assessment and insurance for events which is something I have never really seen in similar guides even though it is very important.

The second resource comes from the Wallace Foundation. This one is more geared toward arts groups rather than individuals starting out and is focused on administrative issues like finances, board oversight and administration.

You may have seen some tweets about it but not followed the link. It is really worth stopping by to take a look.

Some of the guides and case studies are what you might expect “Building Stronger Nonprofits Through Better Financial Management” and How to Talk About Finances So Non-Financial Folks Will Listen.

But there are some with more intriguing titles like: “Efficiency” and “Not-for-Profit” Can Go Hand in Hand,  and The Looking-Glass World of Nonprofit Money: Managing in For-Profits’ Shadow Universe.  

The latter is described as” Especially useful overview for board members with little exposure to the unique nature of finance in a nonprofit context.” I  never really thought of NP orgs as operating in a shadow universe. Sounds so cool! Does that mean Rocco Landesman was the dark emperor or something while he headed the National Endowment for the Arts?

There are also proposals like “The Nonprofit Starvation Cycle” which advocate for changes in the way foundations support non-profits.

The part of this resource I have seldom seen in other places was a whole section of five articles, including a podcast, on figuring out the True Cost of programs. They specifically have a calculator for figuring out the cost of after school programs, but following the steps outlined in some of the other articles can help reveal truths like social media isn’t actually free.

I haven’t read through everything in the guide, but I am definitely going to bookmark it for future reference.

Info You Can Use: Leveraging Transitions Well

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So I really hadn’t intended to write too much more about my job change until I left my current job or took my next one. However, the assistant theatre manager who is chairing the search committee is using some activities which I think are really beneficial to my organization and the community.

Today she held a meeting with various stakeholders to discuss what they wanted from the person who would replace me. I wasn’t included, but I eavesdropped on the conversation rising to my office off and on for about 15 minutes.

The group was comprised of about 15 people, some of which who are members of the search committee. Among them were faculty from music, theatre, visual arts; chair of Arts and Humanities; Dean of our division; our theatre staff; community artists; representatives of three renting organizations; volunteers; and our development officer.

They started out writing down what things they valued about the theatre, focusing especially on what will be missing if the theatre didn’t continue operations. Then they took turns talking about what they had written and sticking the post-it notes up on the wall in themed groups so that they could see what values people gravitated toward.

Later they moved on to some group activities to generate suggestions.

I spoke to some people after the meeting and they seemed pleased with the process. They were especially happy that the assistant theatre manager kept things moving along.

What I thought was really great about this exercise was that it brought so many different constituencies together who never meet each other. Each one became aware of what the other did in the facility and why certain elements of the facility and the services offered were relevant to them.

More importantly, this was all done in front of college administrators and the development officer which helped them understand the wide range of activities that occurs in the facility and why its existence was important.

It sounds strange to say, but I think this process was successful because I am leaving.

If we had tried to gather a group of people to talk about why they loved the theatre, I am not sure as many people would have shown up or been as eager to participate.

I think the sense of immediacy and the opportunity to influence the type of person chosen as the new theatre manager garnered far more investment in the process.

While part of me craves melodramatic gnashing of teeth and wailing, “Oh what shall we do without you, Joe? You are our source of inspiration and have that musky, Victor Mature-like scent,” I am really happy to see the transition turning into such a constructive process.

Just offering it here as an example something other organizations might try.

Oh, and I forgot, they fed the group Valentine’s Day cupcakes. That probably helped, too.

Letter To The President On The Occasion of His Second Term

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The President
The White House
1600 Pennsylvania Avenue
Washington, DC 20500

Dear President Obama,

Four years ago, I wrote you on the occasion of your inauguration to ask you to consider implementing tax laws that would provide more flexible framework within which arts organizations could operate. Looking back, I think many of these ideas I outlined and cited are interesting and still relevant.

However, things have changed in the national arts and culture environment in the last four years. The movement for creative placemaking, for example, has the potential of improving the national arts and cultural landscape by fostering greater connections with communities.

However, there are some distressing trends as well. Many arts organizations, especially orchestras, have effectively ceased operations. In the case of the orchestras, this has come after some contentious contract negotiations between boards of directors and musicians.

I am not advocating for the government to prop these organizations up. As much as the closing of arts organizations is regrettable, not all companies can operate in perpetuity and must close.

My concern is that while every organization is different, these orchestras seem to be following very similar paths toward dissolution. It appears that, knowing no other way to proceed, people are looking to the example of other companies and organizations in similar situations for their cues on how to approach their difficulties. Overall there haven’t been many productive results.

What I am advocating you do during your second term is provide some direction and support for leadership training to the non-profit arts sector. I believe some of these difficulties arise from the fact that non-profit boards of directors and executive leadership often don’t receive the best education about their roles and options. With the best intentions in mind, what little funding an organization receives is directed toward delivery of programming and services rather than toward education and professional development.

The Small Business Administration provides all sorts of programs and mentoring for small business owners. Given their focus, I am not sure they are best equipped for training non-profits. Nor do I think something like this a core competency of the National Endowment for the Arts, but I am sure they know organizations who can properly administer and design the studies and training necessary.

But the services the Small Business Administration offer provides a rough model for creating something similar for non-profit organizations. Non-profit organization as a whole, not just arts and culture, are important to the national health. They provide services in many niches throughout the country.

The visibility element is extremely important. Whomever is tasked with providing the training and support should receive funding and direction to publicize their available resources on a national level: Non-profits are important to the health and vibrancy of the country and educated leadership is important to the non-profits.

As you may be aware, many states are actively trying to eliminate and defund their state arts councils. While state arts councils can certainly be conduits for the information, they may not be in a position to be the primary channel of dissemination to the arts sector. There needs to be an overall national campaign.

Whatever entity is administering this program can turn around and provide feedback and guidance to the government about the challenges non-profit organizations face and what might be done to help them help the country. Presumably the directors of the National Endowments already do this for their respective areas. A report from someone concerned only with the business/legal operating environment of non-profits will provide a valuable supplement to them and hopefully prove to be less politically controversial.

Many boards of directors are generally aware of their responsibilities for their organizations, but are uncertain how to properly pursue them. The spectre of the Sarbanes-Oxley regulations being applied to non-profits looms at the periphery of their awareness, but most are at a loss of how to proactively implement good governance to be in compliance. The fact it may be applied can discourage people from considering serving on boards.

Rather than wait for some incident that prompts lawmakers to enact greater regulatory measures, it would be preferable to help non-profits become educated about how to effectively lead and administer their charges.

I hope, Mr. President that you will consider this. By stepping forward to provide leadership in this area, you will raise the profile and awareness of the value non-profits provide to our country and the importance of strong and informed leadership to their continuance.

Sincerely,

Joseph Patti

Your Personal Board of Directors

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The Drucker Exchange has an animated interpretation of a speech Jim Collins (Good to Great, Built to Last) delivered in 2009. The speech is titled “Ten To-Dos For Young People” but I am pretty sure it is good advice for people of any age.

The first thing Collins suggests is getting a personal board of directors where the members are chosen not for their accomplishments but for their character. These people don’t necessarily need to know they are on your board of directors.

This struck me as an oft overlooked aspect of personal development. We are often told to find mentors and network to advance our careers, seldom does the character of these mentors and the necessity of moral and value guidance get mentioned.

People in the arts often need this type of guidance because establishing a career is so difficult and subject to so many conflicting pressures. It is not only a matter of whether you appear nude in an “art film” to pay the rent but also the question of whether you are a sell out if you faced with an opportunity for commercial success. Are you a bad person for choosing either of these paths? Professional mentors may not provide the same advice as personal mentors.

He also proposed examining yourself as objectively and dispassionately as a scientist would a bug. Just as a scientist doesn’t make judgments about how the bug would be better bug if it only worked harder or learned more, you should just look at yourself as you are at this moment and simply catalog the features you and others observe.

I thought this was especially apt advice for people in the arts since so much self evaluation is derived from qualitative, often emotionally based criteria. Detachment can be difficult to achieve, but the results can be both valuable and comforting.

Although I have often heard the advice to perform objective self-evaluation and had it compared to a scientific approach, I found it helpful to be reminded that a scientist doesn’t generally wish the insects they are observing were as fast as cheetahs and intelligent as dolphins. They hunker down and try to discover what the bug can teach us about the world.

I also liked Collins advice to look at your statement to question ratio and see how you can double it. He says he was once told that he was spending a lot of time trying to be interesting and that perhaps he should shift his effort toward being interested.

Now I will say that while there is that stereotype of the self-impressed artistic type who makes statements about the “true meaning” of something, I think this is part of the learning process. Often these statements are just an attempt to test one’s view of the world.

I think everyone is allowed to be an unsufferable egoist for while to work themselves out. The problem arises if you don’t realize this is a method of learning and not the default mode of social interaction.

Collins advice is apt both personally and professionally as a method of teaching yourself how to learn from everyone you meet. I think this dovetails well with my post last week about the importance of asking audiences and the community about their experience with the arts rather than telling people what their experience will or should be.

Finally, (and if you have been counting, you know I have covered fewer than 10 points–watch the video it is only 4:30 minutes long and a cartoon for goodness sakes), Collins advice is to find something that you have so much passion for you are willing to endure the pain.

If you are involved with the arts, you have probably already made this decision. Even if Collins wasn’t thinking specifically about the arts when he said this, the animation team was and depicted this point with a ballerina dancing and then massaging her feet.

Care And Feeding of Development Directors

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Hat tip to Rosetta Thurman for linking to a valuable article about the care and feeding of Development Directors on the Chronicle of Philanthropy. Carol Weisman wrote “5 Ways to Lose Your Development Director in 2 Years or Less,” decrying the poor treatment and lack of support development staff receives.

An excerpt of her list:

1. Pay a ridiculous salary. A friend recently pointed out an ad on Craigslist for a development director. The position requires an MBA and five years’ experience or a Certified Fund Raising Certificate. There is a list of 15 responsibilities, including manage all aspects of individual giving, manage Web site, lead $3-million capital campaign, design and write the newsletter, recruit and manage volunteers, represent the agency at community events, and the list goes on. Salary: $40,000. I mean, really.

2. Reward great performance with unrealistic expectations. A friend of mine works at a university. The department she works in raised $350,000 in 2011. She raised $1.2-million in fiscal 2012. The goal she was given for fiscal 2013, $2.5-million. The additional staff support, financial support for meetings and training: zero. After a highly successful year, she is reading the want ads.

3. Provide absolutely no board support.

4. Don’t provide funds or the time for developing additional streams of revenue.

5. Avoid recognizing the work of your development professional.

Weisman expounds upon points 3-5 in the article. I didn’t want to get into reproducing the whole thing here.

As you might imagine, this is a sore subject with fund raisers. There were many comments on the article. One of the first, by a person using the sobriquet “helpfor501c3s,” related the following:

“When I have interviewed for Director of Development positions, I do my homework and read the organizations’ 990s prior to the meetings, anticipating the question about salary expectations. I have found that seeing the previous years’ compensation paid to CEOs and VPs is a helpful guide to preparing for a realistic response. Quite often when a CEO asks me for salary requirements, I am met with a response “That’s almost what I make!”

CEOs and Executive Directors have to get over the notion that they are the only employees that should make a high salary. When the Director of Development is the one responsible to raise the support to pay the CEO, a bit more consideration should be given to amply compensating an experienced and skilled Director of Development.”

I quote “helpfor501c3s” first to advocate for using 990 filings as a pre-interview preparation tool or for pre-application research if you are uncertain if an organization can meet your salary needs. I also cite “helpfor501c3s” for making the point that the development office is frequently responsible for raising the funds that pay the CEO and should therefore be highly valued by those in the C suites.

More than just a pleas to be nicer to Development Directors, both the article and the commenters talk about the importance of including fundraising in board training and education. There was a sense of letting the development office help the board get better at helping them rather than a declaration of “give, get, or go.”

As I read the article there seemed to be this feeling that development offices were expected to go out and raise money without depending on anyone else in the organization. Almost as if the marketing and promotions people were expected to gather information about a play or musical piece and all the artists without asking the artistic staff.

If you don’t think that is an apt comparison of the conditions in development offices, read some of the examples given in the article and the comments. It will probably be difficult to avoid seeing at least some similarities to your organization.

Every department in an arts organization suffers some injustices that need to be corrected, that is no surprise. You may not think about what they might be in relation to your development people that often.

The Board Police

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Via Non-Profit Law blog, Kevin Monroe of X Factor Consulting made a tongue in cheek post about crimes that the non-profit Board Police special investigation unit should be looking into. Among them are:

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…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.

[…]

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 – … 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 color to paint the lobby, but they are all ploys to prevent real governance from occurring.

Take a look at the whole post, framing the problem as something to be handled by the Board Police brings a humor to a somewhat serious subject.

Except, the Board Police are pretty much a real organization according to one of Monroe’s commenters.

This past Monday, Australian Charities and Not for Profit Commission (ACNC) started operations.

One of their purposes is to provide advice and assistance to non-profit organizations, including ”

Reforms to remove duplication and streamline reporting and other regulatory obligations will make it easier for NFPs to go about their core business. They will allow donors and the general community greater access to information about charities, the type of work they do and the effect of their work.”

But the ACNC will also have enforcement powers to ensure compliance:

These powers aim to protect the reputation of charities doing the right thing so they are not tainted by the minority who are trying to avoid their obligations. Sanctions will only be used in the rare circumstances where charities deliberately do the wrong thing, do not respond to education or fail to take the opportunity to fix the problem.

In this case the ACNC will have the ability to take action like issue warnings or, in more extreme cases, issue directions or revoke a charity’s ACNC registration. Without the ability to issue serious sanctions if needed, the ACNC can’t effectively protect the vast majority of the sector or the general community.

According to the ACNC website, as of late August Parliament hadn’t decided on those powers. The commenter, Melaine, on the X Factor Consulting blog wrote, “NFP voluntary Directors will have duties and face penalties that exceed those of the biggest commercial boards. (Bad) Makes it even harder to recruit.”

Perhaps some of my Australian readers can provide more comment and context? (I’m looking your way Sydney Arts Management Advisory Group)

Would an organization like this be useful in the United States? Four years ago during the presidential election, people were calling for the creation of a cabinet level Culture Czar position. Presumably such a position would not only given arts and culture a higher profile and advocacy within the government, it would have likely resulted in some form of increased oversight and regulation. I wonder if everyone clamoring for the position considered the potential downside.

Given the increased scrutiny non profit charities are under across the country, it isn’t outside the realm of possibility that the U.S. will get its own version of the board police.

Put Your Board On A Diet

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The Chronicle of Higher Education had a piece about the problems inherent to large board size on their website today (subscription required). While the article is about large boards in higher education, there are lessons to be learned.

Governance experts say such large boards dilute accountability and invariably allow a small group to seize control of an institution, leaving the remaining trustees on board merely to cut ribbons and big checks.

But it is easy to see why a college might want a big board. It is simpler to add trustees than to remove members who are no longer pulling their weight, and growth can be justified as an effort to broaden the diversity of opinions in a group. It is also true that there may be no better way to cultivate donors than to give them active policy-making roles at a college.

These two paragraphs appear to outline all the major problems faced by boards-lack of accountability, small number of people really in control, some members not engaged in the board functions and valuing board members pretty much solely for their fund raising capacity.

Obviously, these problems can plague boards of any size. In fact some of you may privately be wishing you were “cursed” by a larger board figuring if the ratio of valuable to problematic members stayed true, you would have enough useful people to accomplish something. But the problems and dysfunction can become more pronounced and harder to avoid as the group grows larger.

The article provides a number of examples where weak controls and oversight brought on by large board numbers were the source of financial and sports related scandals. While the article doesn’t draw a direct link, it occurred to me that having large numbers at a meeting means that certain people never get a chance to talk and therefore are never invested or feel responsible for the decisions being made.

Perhaps a small group of people on the executive board make the decisions or perhaps the feeling of personal accountability is diluted across numbers. As they say, no raindrop feels they are responsible for the flood. Either way, the environment can contribute to bad decisions being made.

Another contributing factor seemed to be a lack of board education. The article spent some time on anecdotes from various university presidents who discovered their boards really didn’t have a sense of the business of higher education. The schools embarked on efforts to make their boards more knowledgeable.

Recently when I read about board relations, the importance of educating boards about their governance and oversight responsibilities seems to be discussed with greater frequency. In fact, the idea that board members are fund raisers and need to “give, get or go” seems to have taken a back seat to the importance of boards contributing to good governance and planning.

Perhaps the conversation has turned in this direction as reaction to Sarbanes-Oxley or perhaps the non-profit sector has started to recognize the importance of the board to organizational leadership.

It Is All In How You Play The Game

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Today faculty and staff on my campus met to discuss what to expect when the accreditation team visits our campus for a week in October. If you aren’t familiar with higher education accreditation, basically it is an evaluation of how everything an institution of higher education does contributes to student learning and success. It looks at everything from curriculum development, grading standards and financial aid practices to the budgeting process and grounds/building maintenance.

The accreditation visits happen every six years but basically you spend the intervening time improving your practices, collecting data to evaluate if you are improving and generating interim progress reports.

If that sound incredibly mind numbing to you, it really is. Just about everyone in the organization is involved in contributing to the report, but only a few people handle all the information. God bless them for it.

That was what the meeting today was pretty much all about–making the whole organization generally aware of the report’s content. After my post yesterday about communicating organizational values, I wanted to share a little bit about how they did it because I really appreciated how they took a 500+ page behemoth and made us all a little more knowledgeable about it.

A lot of what transpired today could be used for board meetings/retreats where vision and strategy is discussed. It could just as well be used for volunteer and employee training to make people aware of values, procedures or even the upcoming season of shows.

Basically we played games. You may groan and I don’t blame you. I have been to meetings where the game playing seemed forced and awkward. I think the problem is that those games were aimed at breaking the ice or team building while these games were focused more on increasing familiarity with issues and content. I thought they were well designed in that they moved quickly and weren’t interspersed with heavy fact laden lectures.

Before we played games, we were told what the purpose and value of accreditation was and what the possible outcomes might be (including sanctions) so we had a sense of why it was important to be familiar with this information.

First played a type of BINGO game where questions were asked and then you got to mark off the answer–if it was on your card. The questions were a mix of statistics, history and information about where resources could be found.

Next we played a MAD-LIBs type game where we had to fill in the blanks in the text of recommendations that had been made at the last accreditation visit and the strategic goals we had developed to answer them.

Now if you think that sounds really boring, you will know how effective the game playing was when I tell you we were up on our feet trying to beat the other teams and resorting to strategic research (cheating).

Later we did a speed dating style game where we had to ask each other likely questions the accreditation team might ask of us, then shift seats and ask the next person.

The goal of this wasn’t to achieve a perfect answer, but give people a greater awareness of the many factors being evaluated. The question I was assigned to ask was about the 95.1% of classes currently involved in an ongoing evaluation process and what could be done to improve the process and percentage. I ended up talking to the head of Human Resources, Campus Fiscal Officer and a member of the business faculty.

The first two really had no idea how to answer the question because the don’t directly deal with academic concerns, the faculty member did provide a more cogent answer. But now we are all a little more aware of the criteria upon which the campus is being judged and know that a self-evaluative procedure is in place for a large number of our courses.

What appealed to me most about my experience today was that this type of approach really plays to the strength of the performing and visual arts. We do similar things in rehearsals when we are developing performances and when we try to communicate information in education and outreach programs. Even if you aren’t doing these exact things, the potential is present in your associated artists and staff. With a little work, these techniques can be applied to administrative and governance purposes.

Now as I said from the outset, there was a lot of time consuming and mind numbing work that got us to this point. There is no avoiding that or making too much more enjoyable (though certainly, any fun is an improvement). In terms of getting investment from the group and communicating information and values, games are a good tool.

Stuff To Ponder: Process and Pitfalls Of Cultural Facility Construction

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If you are planning new building construction or a significant renovation, you would do well to check out the Set in Stone research project performed by the University of Chicago. When I first heard about the site and the research which looks at the construction of cultural arts facilities from 1994-2008, I thought it might be a thinly veiled indictment of overly-ambitious construction of arts centers.

But in fact there is far less failure reported than I expected, (though plenty of struggle), and the site is designed to be a resource for both research on the topic as well as guidance about the whole process. Prominently placed on the page is a six minute video that provides some quick advice about under taking a construction campaign.

Basically, it says people underestimate the project costs and over-estimate their ability to generate the revenue to operate the building upon completion. The video also notes that there are a lot of factors and constituencies with expectations contributing pressure to the project and suggests four questions to continually ask at all stages to keep things on track–or help ultimately decide to terminate the effort.

Four case studies illustrate the impact of these pressures on new facility construction. My favorite is the case study for the Art Institute of Chicago. It really provides some detailed insights into how the ambitions of the board, fundraisers and architect interacted to shape the construction of their new Modern Wing.

There is a quick overview of the study available but you may eventually want to take the time to read the full report. The full paper discusses construction and funding trends around the country and explores the impact of population shift and GDP on some of these trends.

There were some surprising and interesting situations they uncovered like the Pittsfield, MA metropolitan statistical area has the highest per capita spending on construction projects in the country, trailed by San Francisco; Appleton, WI; Madison, WI and Lawrence, KS. Who knew?

Interestingly, the construction during the boom period they researched didn’t seem to be in response to demand from the cultural sector.

This suggests that, in the boom period, increases in the supply of cultural facilities may not have responded to demand increases in the cultural sector. In fact, the evidence suggests that the relationships were negative during the boom period; either there was overinvestment in the supply of facilities relative to cultural sector demand for facilities, or facilities investment may have been responding to something else altogether.

What I also found interesting was that population size didn’t impact how much a city invested in the cultural infrastructure but rather how fast the population was increasing or decreasing. If the population started increasing, so did the investment in infrastructure.

What I found most informative was a comparison of the construction processes of different types of cultural organizations. There were assets and liabilities generally common to each type of cultural organization: producing theatres, museums, non-resident performing arts centers and resident performing arts centers.

Producing theatres seemed to have the easiest time with the process going from conception to completion in a relatively short time (7 years). Producing theatres were motivated to advance their mission and were able to keep that front and center throughout the process. They had the biggest cost overruns at 92% higher than the initial budget, (my emphasis)

“However, the starting budget was usually an internal figure and these projects’ managers were clever about when to announce their budgets publicly so that the escalations did not appear outrageous to the community. Interestingly, the publicly perceived escalations were often much lower—an average of about 19 percent. More importantly, the escalations that did occur often had a clear connection to organizational needs and were seen as helping the organization pursue its artistic mission.”

Museums also had a relatively short conception to completion time (about 9 years). One of the biggest challenges the report says they face is strong boards who often meddle with the plans often blurring a clear sense of leadership and leading to a fairly high rate of turnover on project boards. Cost overruns were only about 46% but were due to non-mission critical additions. Also museums were not able to be as flexible about generating revenue and often had to cut staffing and programming to deal with budget shortfalls.

The construction of Non-resident performing art centers were often strongly motivated by service to the community. (my emphasis)

“However, more often than not, community need for the nonresident PAC was not accurately determined. For example, a large majority of these projects used economic impact arguments as rationales for building. Included in these arguments was the implicit assumption that by building a cultural facility in a blighted area, it would automatically attract and sustain a substantial audience who would not otherwise have ventured there. Nine times out of ten, these assumptions were not accurately tested, and when the facility project was completed, the desired swarm of activity never materialized…Since the motivation for the project was so strongly centered in the desire to culturally enrich the broader community in a necessarily general way, a specific organizational artistic mission (if there was one) was often swept aside or obscured by a general enthusiasm for the idea of building a new arts facility for local residents.”

This situation resulted partially because these projects were organized by groups operating from a shared leadership model which meant there is often no clear stated central vision. Cost overruns of 62% were attributed to delays and lack of organization in the decision making process. Non-resident performing arts centers were generally flexible in their ability to absorb the overruns thanks to their low operating costs. Unfortunately, because most of the costs came from presenting performances, the preferred option to reducing expenses is usually to reduce programming.

Resident Performing Arts Centers have the hardest time getting started, mostly due to the need to serve the disparate requirements of multiple resident companies which often represent different arts disciplines. Because the founding organizations are often well-established, each with their own board of directors, a single clear, consistent leader is often difficult to identify.

These projects averaged 12 years from conception to completion, which doesn’t include the feasibility study period preceding the project proposal. Influence of the various groups can wax and wane quite a bit in that time. The constituent groups may be unwilling to cede authority even to the performing arts center executive once the facility begins operations. Changes in plans and leadership often means opening dates are frequently rescheduled.

“First, resident PACs were the costliest among all the different categories of projects. On average, they cost approximately $109 million to build and went about 64 percent over their initial proposed budgets. On a per seat basis, the median dollar per seat for resident PACs was $37,527, compared to $12,155 for nonresident PACs.”

The need to serve many resident organizations means that the resident PAC has less flexibility to use its spaces to generate additional revenue for the facility. Also, all the organizations are in the same boat together. If one organization faces a distressing situation, it impacts the future of all.

There were some other interesting observations that resulted from the study that I will address in a later entry. As I said, the Set In Stone site provides some pretty good resources and information to help you recognize and perhaps avoid problems others have faced with their major construction projects.

Info You Can Use: Outside Audits And You

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During the summer many non profit boards of directors suspend their meetings due to the difficulty of scheduling meetings around members’ vacations. When meetings start up again in the fall, it may be a good time to think about revisiting organizational policies.

Using the Sarbanes-Oxley Act, which currently only applies to publicly traded companies, as a guide Independent Sector (IS) and BoardSource have drawn up a checklist of good governance practices to implement.

There is also a link to a more expansive discussion of the topics in the checklist you may wish to read.

While the act currently only applies to public companies, financial impropriety in the non-profit sector has lead many to explore how sections of the law might be applied to non-profits or to suggest the creations of similar rules for non-profits.

The bulk of the rules apply to auditing and financial disclosures though some deal with conflict of interest, record retention policies and whistler blower protections.

One of the biggest challenges in applying the recommendations from the law is that while publicly traded companies have to pass certain milestones in terms of size and assets before going public, non-profits come in all shapes and sizes. An outside audit is really only practical for some large non-profits (and required for those receiving more than $500,000 in federal funds.)

Most non-profits should at least have an independent audit committee, but as the article notes, many smaller non-profits will have difficulty finding a qualified people to be treasurer, finance committee and audit committee and good governance requires there not be significant overlap.

For those who do use an outside auditor, though the Act only requires the lead partner of the auditing company change every 5 years, IS suggests the company be changed every 5 years and that the company not provide any other services, except tax return preparation as pre-approved by the board, to minimize conflict of interest.

For those organizations using an audit committee, it is suggested none of the members of the committee have any financial/business interest with the non-profit.

The very bare bones, basic criteria for a board that IS suggests is that they all receive training to become literate enough to understand the organization’s financial documents. IS says it is important that when the organization signs off on their 990 that: 1- the 990 is actually completed comprehensively and accurately, something that is infrequently done; 2- that the signature actually reflects an understanding of the organization’s financial condition.

I have talked about conflicts of interest policies in the past and the IS document doesn’t really discuss this in as much detail as the financial disclosure.

One thing I was not aware of and wanted to share is the whistler blower protections. You may be aware that it is illegal to take any retributive actions against those who report misconduct: firing, demotion, harassment, passing them over for promotion. What you may not know is:

“Even if the claims are unfounded, the organization may not reprimand the employee. The law does not force the employee to demonstrate misconduct; a reasonable belief or suspicion that a fraud exists is enough to create a protected status for the employee.”

I wasn’t aware that the criteria to achieve whistle blower protection was based on a reasonable belief rather than requiring some sort of evidence. Perhaps I have been watching too many crime dramas–or perhaps not enough of the right types.

In any case, it is important to have good clear policies about employee conduct, financial and accounting practices, conflicts of interest, records retention (which includes email and voicemail) in place long before any of these things become issues.

Shorter Board Meetings? You Have My Consent!

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Last week a very interesting article came down my Twitter feed, (I apologize for not noting the source), written by Les Wallace about the best board meeting he ever attended.

What made it the best meeting he ever attended was a very effective use of the time, revolving around the use of a consent agenda. I had not really heard of a consent agenda before, but fortunately the folks over at Board Source wrote up a handy guide explaining:

A consent agenda is a bundle of items that is voted on, without discussion, as a package. It differentiates between routine matters not needing explanation and more complex issues needing examination.

[…]

With a consent agenda, what might have taken an hour for the board to review, takes only five minutes. Because it promotes good time management, a consent agenda leaves room for the board to focus on issues of real importance to the organization and its future, such as the organization’s image and brand, changing demographics of its constituents, or program opportunities created by new technology.

According to Board Source the types of things typically found in a consent agenda are the minutes of the previous meeting, confirmation of decisions, the CEO and committee reports, informational materials and routine correspondence. You don’t want to have financial documents and anything potentially controversial or requiring substantive discussion and decision making as part of the consent agenda.

It takes a fair amount of work to compile all this information. The organization has to be disciplined all the way through. Wallace mentions the work the CEO, staff and other board members did in advance to prepare the materials and have it placed it in the board section of the website for review two weeks prior to the meeting.

Wallace also mentions the board meeting moved from important to trivial matters rather than following Robert’s Rules of Order. The financial statements provided were color coded dashboard summaries of the organization’s financial position provided by the finance committee. An executive summary of staff and committee reports were provided at the meeting with more detailed information available online.

According to Wallace, this cut about 40 minutes out of the meeting and the board used that time to address strategic issues for the organization, attend to some board development and other governance issues.

The Board Source article has more information about how to use a consent agenda and exercises to use to help transition boards to this practice. It’s worth a look if this sounds the least bit intriguing to you.

One of my initial concerns was that the consent agenda could be used to hide problems amid minutiae or circumvent board members, but according to the Board Source guidance (my emphasis):

“If a board member has a question, wants to discuss an item, or disagrees with a recommendation, he or she should request that the item be removed from the consent agenda. Without question or argument, the board chair should remove the item from the consent agenda and add it to the meeting agenda for discussion.”

Using a consent agenda requires a great deal of discipline on the board if it is going to be effective-

“Just a quick question” is not an option when using a consent agenda. Either an item is removed and discussed or it stays put. This places the burden of facilitation on the board chair to be disciplined about stopping discussion and removing items from the consent agenda.”

Info You Can Use: Doing Business With Board Members

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Since I am on the topic of board decisions this week, Non Profit Law blog recently listed a link about non profits doing business with their own board members.

While it is natural for non profits to seek out people from specific professions/skillsets to be on their boards in order to provide some expert guidance and advice, things get a little sticky when it becomes necessarily to contract professional services.

Since board members often have a personal investment in the organization, they may tend to charge extremely competitive fees for their services. As the article notes, it can also be a little awkward to be talking about paying someone else to do work that a board member in the room is perfectly capable of performing.

The article notes that not only is it difficult to avoid having some business dealings with your board members, it may be hard to actually get good people to serve on the board if they perceive there will be undue scrutiny of how their professional and volunteer activities overlap.

However, it is important to have a conflict of interest policy for board service. Failing to have one and follow it create potential problems for the organization, especially given the role non-profits serve in their communities.

Experts say one danger of so many veteran board members is that a nonprofit could lose touch with how a community perceives the awarding of contracts to members of its own board.

“Public legitimacy and support are very important, and a more isolated board may not be as aware of that,” said Francie Ostrower…

[…]

Board Source , an organization for nonprofit boards recommended by the National YMCA, suggests that board members who want to do work for the organization should donate their services. If they can’t, they should follow the board’s conflict policies.

Other critics of the practice such as Joshua Humphreys, a fellow at Tellus Institute, a Boston policy think tank, take a dimmer view.

“Best practice for nonprofits is to draw a bright line between board service and doing business with service providers,” said Humphreys. “It creates divided loyalties between the public purpose of the charity and the private gains someone is motivated by.”

Siegel (Jack Siegel, Charity Governance) said the practice chips away at the independent thinking of board members who are the recipients of contracts, as they tend to side with their supporters on the board in other matters.

“If you see conflict (of interest), you can almost bet there are other problems in the organization,” Siegel said.

The article goes on to quote Siegel pointing out that it is difficult to hold the work of board members to the standard you should because you have a relationship with them. This point struck a sympathetic chord with me as I remembered some occasions in my career where the quality of the work by a board member was never in question, but changes to elements no one really liked were never requested for fear of offending the board member by questioning their style/taste.

One of the suggestions for eliminating the conflict is that the person leave the board for the duration of their company’s contract under the assumption that if the person is really invested in the success of the organization, they will extend the same discounts as they would when they were serving.

What the article doesn’t mention is that if they don’t extend the same discount it may actually be better for your relationship with the person. If all those involved feel that a fair market price is being paid for the work, there is less potential for resentment on the part of the service provider over sacrificing time and income on a difficult project and less hesitation on the part of the non-profit to assert that their standards be met.

Still, this is all easy to say in theory. In practice, you run into the old question, “how do you fire a volunteer?” When people generously provide time, energy and expertise, they are investing a lot of themselves personally. It can be difficult to refuse their help without making it seem like you are refusing them as a person.

That is why it is good to have a well-constructed conflict of interest policy to which to point. When the situation arises where a board member will start to do business with the organization in a significant way, you can point to the policy and note that providing the service will, of necessity, change the board member’s relationship with the organization and as such the following actions must be taken per the conflict of interest policy.

Board Source has some general information on conflicts of interest on their website and some samples conflict of interest statements for purchase and download. (I have never read them so I can’t attest to their usefulness.)

To Close Or Not To Close, How Much Debt Is Too Much?

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A little over a week ago I received the news that one of our partner theatres decided to close its doors. That sent the rest of us scrambling to contact artists to see if we could salvage the tours with which the organization was involved.

The board has said they want to revise their business plan and perhaps reopen in 2013. In the meantime, come this Friday, the entire staff is out of a job. I am wondering if they will be able to resolve all their grants and settle other business in that time.

A conversation I had about their closing has had me thinking over the last week. When I read the news about their closing, I was somewhat relieved to learn the organization was $200,000 in debt. Given the debt amounts you usually see associated with failing arts organizations, this is relatively small. Though it is also more significant for their $1 million annual budget than for those with $10 million budgets.

Referencing this debt, a colleague asked if they couldn’t have simply gotten a line of credit from a bank to enable them to stay open. This got me thinking about how you determine when it is time to cease operations.

Given that they intend to revise their business plan and hope to restart operations, would it have been better to attempt a reorganization through the next season rather than lose momentum with their community and funders by closing?

Or given that their debt is about 20% of their operating budget, did they do the responsible thing by deciding to close in the face of what I assume to be dwindling attendance and fundraising prospects? Why saddle your new business plan with the burden of another year’s accumulated debt?

In the last couple weeks I read an article/blog post that criticizes a non profit board of a YMCA for being oblivious to the state of their failing organization. The article suggested the board should have seen the warning signs had they been paying attention to the financials.

Our partners were clearly paying attention and decided to do what they felt was the responsible course of action. There isn’t really any clear cut formula which dictates that you should close your business when your debt reaches a certain ratio of your budget because there are so many situational variables each organization faces. What one company can recover from may mark the start of a downward spiral for another.

I am curious to know at what point people think organizations need to close. Does seeing other non-profits rack up huge debts before closing or declaring bankruptcy inure us and make organizations more apt to keep operating under the assumption they haven’t reached that point of no return yet?

What’s The Expiration Date On That Arts Organization?

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A couple weeks ago Grant Makers in the Arts posted a piece by Rebecca Novick, Please Don’t Start A Theater Company. I had been thinking about the article for some time now when I saw a similar piece by David J. McGraw, The Epoch Model: An Arts Organization with an Expiration Date. Epoch Model… was published back in 2010 in 20UNDER40: Re-inventing the Arts and Arts Education for the 21st Century.

I was going to devote part of this entry discussing the similarities between the two, until I realized Rebecca Novick’s piece also was published in 20UNDER40 back in 2010 and is not appearing for the first time this year.

What McGraw suggests in Epoch Model.. is that arts organizations should form for a seven year life span and goes on to make some interesting arguments about the benefits of doing so.

It really isn’t a new one. I have recently been reading up about Lloyds of London which has technically reconstituted itself every single year since 1774. That may not be the most apt comparison to what McGraw suggests, but Lloyds originally insured sea voyages which many times were funded by groups that came together to invest solely in a voyage or trading venture and then dissolved thereafter.

Both Novick and McGraw provide examples of groups that realized their usefulness was over and willingly dissolved and suggest that people looking to form new arts organization integrate an expiration date or expiration conditions into the very formation of the organization.

McGraw suggests the following benefit to this approach:

•A single founding vision can guide the organization from start to predetermined finish.

•Productions, exhibitions, and initiatives can be selected to follow an artistic arc rather than merely filling generic programming slots year after year.

•The company can plan its organizational growth and contraction with an eye towards its end.

•Its membership can challenge itself to fulfill its mission with greater urgency, knowing that this collaboration is a fleeting opportunity with a defined commitment from each member.

•Audiences will know that they cannot take the organization for granted and that the organization represents a specific period of time, or epoch, of the artistic life of the community.

I was intrigued by the idea that the founding vision can be maintained because the founding board is more likely to stay committed knowing the project will only span seven years with a few additional years of commitment to tie up loose ends. (Recall that it is much better to stay on the board a sinking organization than to resign.)

I was also interested in his observation that:

“The Marketing Director has the most to gain from the Epoch Model. In addition to the novelty of creating brand awareness for such a unique company, every production will have a sense of urgency, as limited supply can increase demand. In fact, the organization may see cultural tourists from outside its region as news spreads of this relatively short collaboration of rising artists. Limited runs tend to draw more publicity and can pique the curiosity of even casual art-goers.”

He talks about the boon to real estate if the property owner in a bad market knows he can find a tenant who will occupy the property until things turn around, in the process possibly adding value to the neighborhood, as artists often do.

He also notes that an arts organization dissolving in their relative prime will actually contribute more to the community than an organization which has had to close because they were no longer financially viable. The former has a fair bit of property to pass on to various community entities, the property of the latter is generally liquidated for the sake of creditors.

Based on my reading of both articles idea of a transitory organization makes sense. We are discovering that the 501 (c) (3) model doesn’t really work for everyone. A temporary formation allows groups to essentially experiment with structures that work well for the participants and make sense for the particular community. It could be for a few months to accomplish a single project or it could be for a span of years. The board and the staff may be one in the same or they may be different entities.

I hate to invoke the image of viruses, but the short life cycles of the organizations could evolve a structure that is both effective and resistant to the travails of the social and economic forces of the time. Which of course means that continual evolution is required to meet the ever swifter shifts in social and economic forces.

There a few forces working against this sort of approach and they all involve money. As both authors note, the ever renewing arts organization idea is great when you are 20something, but once you want to settle down and get some stability, you aren’t going to want your arts organization to go gentle into the good night. Or you are going to start seeking work at conventional arts organizations. This might actually be a good thing. The infusion of people who have experimented with versatile approaches may keep the conventional organizations vital.

The other issue is that funders support a pretty narrow approach to the arts. There are certain characteristics they seek and performance measures they want to evaluate. If you have a history of success mounting a site specific dance piece in a warehouse and visual arts installation in a historic hotel but are looking to fund a theater piece in shipping containers on a barge, you may not meet any number of criteria related to being an established organization.

One thing that occurred to me as I was reading both pieces is that the people forming these organizations would have to invest the time to draw up agreements and keep good records of meetings discussion how resources will be allocated, etc. The benefit of existing corporate structures is that there are established laws which dictate the rights of board members, employees and customers.

It is easy to discount the importance of such arrangements when everyone knows the organization won’t endure. In the absence of a clear structure, people may not be paid what they are owed, conflicts may arise over ownership of assets and the board members may discover they are personally liable for the outcome of a lawsuit because no insulating structure exists.

In all, some interesting ideas are expressed in the articles, including the sobering concept emerging rather frequently that our organizations don’t necessarily have a right to continue to exist.

“But too many organizations confuse the need for art with the need for their particular company to exist. Despite emergency fundraising pleas, the death of an individual organization is not the death of an art form, nor will it deprive a community for very long.”

You Don’t Tell Me What To Give, Don’t Tell Me What To Say

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An interesting question was posed to Kelly Kleiman, the Nonprofiteer, about the practice of suggesting donors increase their giving from the previous year. The writer was offended at being told what to give the next year. Kleiman attributes the origins of the practice to universities who, anticipating the increased fortunes of their graduates as the moved along in their careers, asked for slightly greater amounts as the years progressed.

This seems like a great thing and, in fact, is the reason individual giving is such an important source of funds to organizations: while foundations often won’t continue their support unless you do something new and different for every grant, most individuals will just keep on giving unless you affirmatively offend them.

But what you’re saying is that the request for elevated support is just such an affirmative offense.

The problem is that the cost of everything continues to go up, and unless the monetary inflow goes up at the same time the agencies you support will find themselves seriously behind the 8-ball. Perhaps the agencies requesting your increased support would do better if they reminded you of that—”We haven’t been able to give our actors a raise for five years while their rents and grocery bills just keep on rising”—rather than beginning with a flat-out demand that you do more.

I thought the question and answer gave some interesting insight into the whole practice of “upselling” donors from year to year as well providing some guidance about how make the request a little more graciously.

What made me cringe was the second part of the writer’s question/complaint.

“And this year, when, as a board member, I was given the fundraising “ask” letters that were going out under my name to my personal contacts, I felt especially irritated to see the request for a specific additional amount. I would certainly never have written my friends directly with this request.”

Kleiman responds that the writer is within their rights to feel upset that such a request was going out under their name. It put me in mind of a piece from the Non-Profit Quarterly I wrote on this summer. The author, Simone Joyaux, referred to the practice of having board members solicit donations from family and friends ,as trespassing. She claims it leverages personal relationships rather than an interest in a cause and ends up alienating both the board member and their friends.

Joyaux noted that giving based on trespassing is generally shallow and not likely to persist after the board member has transitioned away from the organization. Unless, of course, the person solicited is genuinely interested in the organization’s cause. In which case it is better to have conversations and identify that interest initially rather than blindly solicit everyone in a board member’s address book.

This post title inspired by Lesley Gore

[youtube http://www.youtube.com/watch?v=zaw1ibwVbPI&w=640&h=360]

Info You Can Use: So You Think You Want To Merge

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It seems discussion of non-profit mergers is becoming more prevalent of late. I recently became aware of a research document created by Wilder Research and MAP for Non Profits looking at what factors contribute to or inhibit the successful merger of non profits in the pre-merger, merger and post-merger phases.

There were actually some parts of the document, What do we know about nonprofit mergers? Findings from a literature review, focus group, and key informant interviews, that were very familiar. So much so I thought perhaps I had already written a blog post on it already. It doesn’t seem that is the case. However, since their report includes a literature review in addition to surveying they conducted themselves, it is likely I read some of this before.

They raise some good questions and provide some interesting advice on many aspects of a merger on issues like the name of the new organization, getting a third party involved to shepherd the process, doing due diligence on each other, issues about conflicting organizational cultures, creating a clear time line for the process.

One suggestion they had was to involve your top five funders in the process in order to gain their investment. That may be very sound advice as at least one case they mentioned found that most funders treated the merged organization with its newly expanded capacity as if it were one of the constituent entities effectively cutting their support in half.

Many organizations chose to merge as a result of some sort of crisis, either the loss of leadership, financial problems, change in the operating environment, etc. According to the research, one of the worst times/reasons to merge is if one organization is at the brink of financial ruin. Other than the fact that the new organization will inherit the problems of the troubled organization and that it is not prudent to negotiate anything from a position of weakness, research shows that even mergers between relatively sound organizations don’t necessarily result in a financially stronger combined organization.

The following are areas that they identify as needing to be addressed during the merger phase. There is a similar list for the pre- and post- phases.

2A. Key stakeholder involvement
2A1. Executive staff champion
2A2. Board commitment to the merger process
2A3. Client, consumer, and funder involvement in planning

2B. Role of staff in merger process
2B1. Staff involvement in planning
2B2. Communications with staff throughout process
2B3. Staff’s perception of the effect of the merger

2C. Integrating formal and informal structures
2C1. Attention to cultural integration
2C2. Attention to board and mission integration

2D. Providing due diligence to the process
2D1. Clear decision making process
2D2. Clear and realistic time frame

They provided the following factors which contribute to a merger’s failure:

-Lack of capacity, sophistication, or skill in the board or executive leadership
-Leadership’s inability to communicate well or to effectively influence others
-A weak or declining balance sheet or imminent financial collapse of one organization
-Programs or services that are not particularly unique or of distinctive value to the community
-Organization’s fear of losing autonomy or change
-Differences in governance, culture, or mission
-Board and staff opposition to the idea of merger
Engagement purely for survival, not from strength
-People involved do not see the real work involved in a merger
-Loss of key leader during the process

70-10 Split Of Board Learning

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I have been on a few board-staff retreats and have always been a little skeptical about whether any significant change will come from them. Admittedly, in some cases some small changes have followed the retreats which grew into larger initiatives. Big changes in governance were a little harder to achieve.

Debra Beck at the Laramie Board Learning Project provides some commentary on board learning that made sense to me. Board Retreats aren’t necessarily bad practice, but rather, as they say, needs to be part of your balanced breakfast erm, approach to board learning.

The faulty assumption is that boards can only learn if (a) they are called together for a formal training event and (b) that experience is led by an all-knowing instructor who will pour all of the “right” answers into their heads. When that is accomplished, poof. Our boards will miraculously get their act together, achieve some governance perfection, and stop holding us back.

It may sound good in theory, but there’s just one problem: not only is it not how most adults actually learn, it’s not even the way they learn best…
[…]

In an earlier “overheard” favorite links post, I referenced the 70:20:10 framework of learning, which draws on research about the role of informal adult learning. In a nutshell, the 70:20:10 model says that:

70 percent of what adults learn comes through experience and real-life situations, e.g., through project-based work, collaborating with others, trying new things, practicing more advanced skills, etc.

20 percent of what we learn comes through others, e.g., mentoring, debriefing, networking, discussion, and team tasks.

10 percent comes from formal learning events, e.g., workshops/training, e-learning, and games-based learning.

It probably won’t be too surprising to learn that Beck says boards only get better at governing when that 70% block is used to practice governance and directly observing the work of the organization.

The 20% learning from others doesn’t really involve consultants at board retreats. Rather, it involves having a mentor on the board or an opportunity to observe and discuss the processes the board uses to make decisions, including questions whether a diversity of viewpoints is represented.

It is the 10% portion that includes learning from expert sources including seminars/webinars, workshops, conferences, and of course, formal training for new board members about their responsibilities.

Debra Beck probably gets the percentages right. The hardest task to accomplish in obtaining a better board is getting all the members to work effectively and be engaged in the business of the organization. People may groan about board retreats, but it can be easier to get a fair number of people to attend than to  commit to implementing changes due to the perception (and hope) that things can be substantially fixed in the course of a few hours time rather than require the investment of many hours over the course of months and years .

Info You Can Use: Board Action In The Age of Technology

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Hat tip to the Non-Profit Law Blog for providing a link to a piece on the Charity Lawyer blog about board votes by unanimous written consent.

An organization upon whose board I sit was recently revising its bylaws and the subject of voting on courses of action between meetings arose. We were especially interested in the legality of voting by email.

I can’t imagine we are the only ones having this conversation and fortunately, Ellis M. Carter at Charity Lawyer provides some answers.

“Unlike directors voting at a meeting which may require only a majority of the directors to approve any board action, most states that permit action by written consent require unanimous approval. Once an action by written consent is signed by all of the directors, the written consent resolution will have the same effect as a unanimous vote of the Board.

In such cases, a consent resolution will be sent to each individual director by mail, email or fax for his or her signature. To streamline the signature gathering process, the written consent document can permit counterpart signatures. This means that each director can sign the signature page of his or her copy and the signed signature pages, when taken together, are considered a validly executed document.

[…]

Generally, the action is considered to be taken on the date the last director signs the consent. For recordkeeping purposes, the signed consents must be kept by the secretary in the corporate minute book. Additionally, the resolution should be entered into the minutes of the next board meeting and made part of the official record of the corporation.”

In respect to emails, in order to remove any question of legality or whether an emailed response may have been made by an unauthorized person who gained access to an unattended computer, it is best to use a password protected electronic signature such as is available in Adobe documents. If that is too difficult, Carter suggests just printing the email, physically signing it and send it back by fax, regular mail or a scanned attachment to an email.

Info You Can Use: Tools To Chart Your Organizational Impact

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A partnership of GuideStar USA, Independent Sector and BBB Wise Giving Alliance has created a free online tool, Charting Impact, which non-profits and foundations can use to assess themselves and help in “telling the story of your progress in an accessible, concise way. People want to help you make a difference – through donations, volunteering, and more – but often struggle to find a succinct, consistent resource that clarifies what nonprofits want to achieve and what they have already accomplished.”

The process has participants answer five questions about their organization to help gauge where they stand. Completing the report is meant to complement rather than replace program reviews and strategic planning. The final assessments appear on the site which is intended to be a central resource for those wishing to support a non-profit to obtain more information and assure themselves that the organization has a self-evaluative process in place.

One thing I found very interesting upon viewing some of the sample reports is that the process involves a CEO review, a Board review and a Stakeholder review and informs the reader if those groups have read and signed off on the report. Though the organization can manipulate the results by providing the contact information for stakeholders they know will never be critical of them, the anonymity afforded the reviewers provides an opportunity for the organization to receive some valuable feedback about themselves.

Charting Impact is still pretty new so there aren’t a lot of people who have completed the process. It will be interesting to see how prevalent its use as a resource will be. It already integrates some of the information on organizations GuideStar collects and fulfills a part of BBB Wise Giving Alliance’s charity certification process. If the process is viewed as credible, there is a potential that foundations and funders may require organizations to engage in it to receive a certain level of funding.

It would be unfortunate if Charting Impact became too much a gold standard that individuals wouldn’t make even small donations to organizations that hadn’t engaged in this introspection. I don’t necessarily see that happening any time soon. It would be nice amid all the stories we read about excessive salaries for non-profit executives and mismanagement and corruption to have a measure that provided the general public with confidence about organizational effectiveness.

Stand By Your Non-Profit Until The Bitter End

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Interesting piece on the Chronicle of Philanthropy about the responsibilities of non-profit boards to attend to the dissolution of their organizations.

Janet Kleinfelter, a deputy attorney general in Tennessee, talks about a case where a non-profit abandoned their organization after they realized it could no longer continue. They passed a resolution essentially saying the bank could do whatever it wanted to dispose of the assets and then resigned.

Kleinfelter writes that boards are required to give proper notice to state and federal regulators about the impending closure of their organization and submit the documentation in support of that action.

It is actually better for board members to stay involved with the organization than disassociate themselves. (My emphasis)

“Legally the board is required to dissolve the nonprofit, but when it fails to do so, that responsibility falls to the regulators and the courts.

This process will probably involve subpoenas to members of the former board, which may require board members to retain personal legal counsel at their own expense. What’s more, by resigning, board members may no longer have the benefit of directors’ and officer’ liability insurance. Former board members may even be personally liable for actions done in the name of the nonprofit while it is unmanaged.“

Trespassing Won’t Make You Many Friends

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The Non Profit Quarterly had a piece by Simone Joyaux which I suspect reflects what will be the necessary practice in fund raising for the future.

She asks fund raisers to stop asking their board members to trespass on their family and friends.

Trespassing is when you ask your friends or colleagues to give gifts and buy tickets . . . just because they are your friends and colleagues. This is the personal and professional favor exchange. This is obligation to a person rather than a cause. It’s a lousy way to raise money. It’s offensive. It alienates the asker and the askee. And it’s not sustainable.

[…]

How often have you, as a fundraiser, asked your board members to name names? How often have you asked them to bring in a list? Did you ask your board members to write notes on the letters that you planned to send to their list?

I say again, trespassing is a bad idea. It alienates board members. It alienates the friends and colleagues of board members. It doesn’t produce loyal donors or sustainable gifts.

Joyaux advises asking board members to suggest those they believe might be interested in supporting one’s organization and then inviting them to learn more about the organization. In the process of interacting with these people, one can gauge whether they are interested in what the organization does and perhaps what specific manifestation of the mission they may be disposed to supporting. From there you can work on cultivating a relationship with them that may see them more involved with the organization.

This suggestion isn’t terribly earth shattering or new. I have heard Kennedy Center President Michael Kaiser say this is essentially what he does to garner support for the organizations he leads. When I first heard him speak about how he evaluates what people may be interested in and only really approaches them in relation to their interests, it seemed a less daunting and more considerate approach than soliciting everyone for every cause, even though it is much more time consuming.

As Joyaux notes, existing supporters like board members are probably going to be more comfortable implementing an organizational relationship building approach. After all, they invested the time to develop their personal relationships with friends and colleagues. While they may be willing to donate the fruits of that investment to their favorite non-profit, those relationships were built on entirely different circumstances which may not be entirely compatible with a request for support of a non-profit.

Now that social media allows people to be approached for their support every time they turn on a computer or pick up the phone, it is likely that only those organizations that take the time to cultivate a relationship with people will earn sustained support.

Not that social media won’t be a good tool for keeping people engaged with the organization’s work. It may just not be the strongest method for the organization and individual to gain a good mutual understanding and appreciation of each other’s priorities.

N.B. My apologies. Some how I ended up omitting the link to Joyaux’s piece when I first posted this entry.

Info You Can Use: Federal Employees As Board Members

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Well this one falls under the heading of, “I did not know that.” The Non Profit Quarterly reports that the Office of Government Ethics has proposed changing a rule that prohibited federal employees from serving as officers on a board without getting special permission.

I had no idea that federal employees faced that sort of restriction. I guess we either never approached a federal employees to be on the boards of the organizations at which I worked.

Actually, according to a link on the OGE’s website, until 1996 “a number of agencies had a practice of assigning employees to participate on the boards of directors of certain outside nonprofit organizations, where such service was deemed to further the statutory mission and/or personnel development interests of the agency.”

In 1996, the Department of Justice issued an opinion that a section of the US Code prohibited this type of activity. The restriction was based on concerns about board officers having fiduciary responsibilities that might conflict with the loyalty owed the United States.

But the Office of Government Ethics feels times are a changin’

“In an era when public-private partnerships are promoted as a positive way for government to achieve its objectives more efficiently, ethics officials find it difficult to explain and justify to agency employees why a waiver is required for official board services that have been determined by the agency to be proper,” OGE wrote. “The potential for a real conflict of interest is too remote or inconsequential to affect the integrity of an employee’s services under these circumstances.”

The comment period for the rule ended early this month. I wasn’t able to determine what the time line for the next phase of the rule making might be.

I don’t imagine non profits will line up outside federal buildings throwing their best come hither looks at employees when the OGE issues their final ruling. (Okay, I lie. I can imagine non profits lined up giving federal employees come hither looks. It is very amusing.) But if you have tried to recruit a federal employees before or have been thinking of doing so, the opportunity may present itself in the near future.

Those Daring Leaders Of Non Profits

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A nod to our friends at the Non-Profit Law blog for noting that CompassPoint Non Profit Services and the Myer Foundation who teamed up three years ago to bring us the report I blogged on, Ready to Lead, studying trends in emerging leadership of non-profits, has come out with a new Daring To Lead, studying the status of non-profit executive directors.

The last time they studied this topic was 6 years ago, before the recession. Their new findings are worrisome in terms of the lack of succession planning but encouraging in respect to the amount of enthusiasm and lack of burn out the majority of executive directors feel in the face of the recession. Their three main findings deal with those topics: succession, the recession and executive director morale.

Finding 1
“Though slowed by the recession, projected rates of executive turnover remain high and many boards of directors are under-prepared to select and support new leaders.”

Due to the recession impacting their retirement plans, fewer executive directors left their positions than planned. A small percentage (9%) of respondents cited the lack of an appropriate successor as a reason for remaining. So while there hasn’t been as large an exodus as was once feared, little has been done to prepare for that eventuality.

“Executives and boards are still reluctant to talk proactively about succession and just 17% of organizations have a documented succession plan. Even more problematic is the extent to which many boards are unfamiliar with the dimensions of their executives’ roles and responsibilities. Just 33% of executives were very confident that their boards will hire the right successor when they leave. Performance management is a critical means of being in dialogue with an executive about success and its metrics, yet 45% of executives did not have a performance evaluation last year…Without consistent, meaningful engagement in what the job requires, many boards are under-prepared for their critical role in executive transition.”

The report also cites some numbers which indicate a series of mishires by boards and unclear expectations by boards and executives. One of the biggest challenges executive directors face is establishing an effective partnership with boards and getting the support they need in the early years of assuming the new role.

“It appears that many boards see executive transition as ending with the hire, when in fact leaders—nearly all of whom are in the role for the first time—need intentional support and development as they build efficacy in the executive role.”

Finding 2
The recession has amplified the chronic financial instability of many organizations, causing heightened anxiety and increased frustration with unsustainable financial models.

Hardly a surprise that many non-profit leaders are worried about whether their organization will continue to exist in these difficult economic times. Many executive directors reported having less than 3 months of cash reserves. According to the report, the common guideline is to have between 3 and 6 months. Many first year leaders are faced with the most daunting of situations.

“Thirty-two percent (32%) of executives in their first year on the job have less than one month of operating reserves; in other words, those on the steepest part of the learning curve often have the smallest margin for error.”

It it any wonder than that a listening tour by Building Movement in 2004 found a lot of prospective leaders in the next generation, while chomping for greater responsibility in their organizations, were reluctant to assume the executive position. (My post on their report here)

Finding 3
Despite the profound challenges of the role, nonprofit executives remain energized and resolved.

The very encouraging news in the face of all this.

“Forty-five percent (45%) reported being very happy in their jobs, and another 46% reported that they have more good days than bad in the role. Levels of burnout, especially given the economic climate, were low; 67% of leaders reported little or no burnout at all. In fact, leaders distinguished between burnout, which they associated with disengagement and ultimately leaving the job, and the realities of fatigue and elusive boundaries between their work and personal lives that go with the job. Forty-seven percent (47%) of executives reported having the work-life balance that’s right for them, while a significant minority (39%) said they did not.”

One of the biggest challenges executive directors reported they faced was human resource management. Attracting people, retaining them once they were trained and had skills to find better work and motivating those that stick around toward a unified organizational goal comprise a tough task for these leaders. There seemed to be a loose process of delegation and sharing of responsibility that didn’t approach formal mentoring.

“And a large majority (81%) reported having someone on staff that they trusted to make important organizational decisions without consulting them. Explicit executive mentoring of other staff was a relatively infrequent practice, with 31% of executives reporting being in an explicit mentoring relationship.”

The leaders themselves eke out a rough system of acquiring leadership training/mentoring/coaching/peer networking to improve their own skills.

Few executive leaders spend significant time interacting with boards of directors. 55% responded as spending less than 10 hours a month on board related activities which is at best 6% of their time. According to the report, other studies have found that executive directors who spend 20% of their time on board related activities are most satisfied. Most of those responding to the Daring to Lead survey were dissatisfied with their board relations.

As succession planning has been one of my favorite topics, you know I am going to suggest people should read the results. It is only 20 pages long. They make suggestions at the end about how to improve the overall situation. The general thrust of their advice is clear before you reach it–basically boards need to do a better job of succession planning and find ways to support and engage with the executive director more frequently and effectively.

One area that isn’t really covered in the body of the report but that is mentioned in the calls to action at the end is for funders to recognize the role they play in perpetuating the current situation and how their initiatives can move things in a more constructive direction.

Solving Other People’s Problems

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Daniel Pink recently wrote a piece in The Telegraph about how people are more effective at solving problems if the problems are not their own. In a recent study, those who were told they were solving a problem for someone else found more effective and creative solutions than those who were told they were solving the same problem for themselves.

In another study, people were asked to choose a gift for themselves, for someone close to them and for someone they barely knew. The less familiar the person, the more innovative the gift that was chosen.

Over the years, social scientists have found that abstract thinking leads to greater creativity. That means that if we care about innovation we need to be more abstract and therefore more distant. But in our businesses and our lives, we often do the opposite. We intensify our focus rather than widen our view. We draw closer rather than step back.

That’s a mistake, Polman and Emich suggest. “That decisions for others are more creative than decisions for the self… should prove of considerable interest to negotiators, managers, product designers, marketers and advertisers, among many others,” they write.

[…]

And while much of our business world is ill-configured to benefit from Polman and Emich’s insights, the rise of crowd sourcing and ventures such as Innocentive (which allows companies to post problems on a web site for people around the world to solve) suggests that the moment may be right for reconfiguring the broader architecture of problem-solving.

Pink offers five suggestions for either seeking the independent viewpoint of others or try to disassociate oneself from their business. A commenter, Lowell Nerenberg, talked about mentally calling on the spirit of his dead father to help him with his writing which I thought was an interesting approach.

What popped most prominently to mind, however, when I was reading the article was the question- If this is true, why aren’t non-profit boards more effective at leading and finding better approaches to doing business? While non-profit boards do essentially run and have ultimate ownership of an organization, most board members have a generally disassociated view of their relationship to the organization. This is essentially built into the basic design of non-profit boards. They generally don’t meet to discuss the business of the organization more frequently than once a month. According to the research, they should be fairly well positioned to generate creative solutions to the problems their organization faces.

And maybe they do come up with grand ideas. From what I gather from the research Pink references, no one looked into how often a solution generated by an outsider was actually compelling enough to be implemented. Good ideas may be generated, but perhaps there are impediments to actually putting them into effect. People may not feel confident enough in the idea to champion it. There may not be sufficient collective will to effect the necessary changes, especially if some sort of sacrifice was required. Or perhaps the board might feel it is the place of the senior staff to provide leadership in bringing about the change.

Operating under the assumption that non-profit boards of directors do possess the mental distance necessary to generate creative solutions, we get back to the oft mentioned discussion about training/creating a board which is knowledgeable and empowered about its role and responsibilities and is providing effective guidance and direction to the staff.

If the board finds it is too close to the problems of the organization to address them, then obviously the counsel of disinterested parties mentioned by Pink is likely to be necessary.

One implication of these studies I don’t even want to consider is that the nosy neighbor who is always butting into your business and giving unwanted free advice might actually be saying something of value. (Though likely they are too closely involved in monitoring our lives to enjoy the proper perspective of distance.)

Info You Can Use: Good Governance Policies

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There is an old adage about the cleanliness of a restaurant restroom being indicative of the care being used in the kitchen for food preparation. There really isn’t an actual relationship between these two facts, but a dirty restroom is enough to give one pause.

The Non-Profit Law blog says the IRS takes a similar stance on whether you check Yes or No on your Form 990 about the presence of policies in the following areas:

* Conflict of Interest Policy (Part VI, Section B)
* Executive compensation approval process (Part VI, Section B)
* Document Retention and Destruction Policy (Part VI, Section B)
* Gift Acceptance Policy (Schedule M)
* Meeting minutes document practices (Part VI, Section A)
* Review process of Form 990 by the Board of Directors (Part VI, Section B)
* Whistleblower Policy (Part VI, Section B)
* Joint Venture Policy, if applicable (Part VI, Section B)
* Policies regarding chapters, affiliates, and branches, if applicable (Part VI, Section B)

It is not illegal to lack these policies, but their absence can be a sign of poor governance and therefore contribute to a decision by the IRS to subject an organization to greater scrutiny.

Emily Chan notes that just because you have policies in these areas doesn’t mean you are covered. It is important to evaluate the policies to ensure they are appropriate for your organization and its ability to adhere to them, comply with the law, are understood and actually practiced.

She supplies the following helpful info: “Note changes to policies are not required to be reported to the IRS unless such polices or procedures are contained within the organizing documents or bylaws and regarding certain subject matter such as conflicts of interests. See Form 990 Instructions.”

If an organization doesn’t have a policy, Chan advises not rushing to formulate them out of a desire to appear to be exercising good governance for public relations reasons (and to perhaps avoid the IRS’ steely gaze). Poor policy being nearly as bad as no policy. Proper policy takes time to formulate so give yourself the time to develop it. In her tips for evaluating existing policies there is an implication that one should avoid adopting the policies of other organizations in any significant degree.

The guidance she provides for creating new policies is:

Thoughtful considerations about how to get to “yes” can include questions such as:

* Which policies have a higher priority based on the circumstances of the organization? For example, an organization that frequently accepts non-cash gifts may have a more pressing urgency to adopt a useful gift acceptance policy as opposed to an organization that hardly, if ever, accepts donations from the public.
* What are anticipated governance issues or past governance issues that these policies should address?
* What kind of capacity limitations – staff, financial resources, or otherwise – should we be mindful of in drafting and adopting a new policy?
* What is the projected timeline for drafting such policy and presenting it to the board?
* If anticipating a prolonged delay (due to resources, time, etc.) before formally adopting such policies, what problems might this cause and what can the organization do to help mitigate these risks?
* Is the organization prepared to explain to the IRS, its constituents, or others why it currently does not have a certain policy and articulate its action plan moving forward to adopt one?

Additionally, it is important to note an organization lacking the recommended policies is not without any recourse on the Form 990. For example, Schedule O (2010) allows for supplemental narratives to further explain the policies or processes used at the organization to address these governance concerns.

Info You Can Use: Board Minutes

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Emily Chan over at Non-Profit Law Blog has written a two part series on board minutes. Both entries comprise a fantastic resource for anyone who has questions about the format and content of board minutes and the laws surrounding them. I was fortunate enough to be working on my most recent board minutes when part 1 was published and made some changes in response to the suggestions she makes. I am also a big arts administration geek and excitedly awaited the second installation of the series so I could post about it.

Part One is mostly about the format and content of the minutes. In it, she enumerates some common mistakes that are made.

* Failing to document a quorum was present;
* Failing to document or provide a clear description about a board action taken;
* Drafting a transcript of everything said at the meeting, including information that might be harmful to the organization if read by someone with access to the minutes (e.g., employees or members) or by a court reviewing a board action;
* Drafting and distributing minutes to directors after a lengthy period of time has passed;
* Waiting to approve minutes from past meetings until a substantial period of time has passed, decreasing the likelihood that mistakes will be caught and corrected; and
* Failing to maintain a reasonable document management system, resulting in the loss of minutes from past meetings.

The format of the minutes can vary, but a person unfamiliar with the organization and the issues it faces should be able to easily understand what happened in a meeting and what decisions were reached. Chan outlines what specific information that should appear in the minutes. She also discusses what information should be kept confidential, how a board should proceed into executive session to keep that information confidential, how the minutes should reference the executive session and how the minutes of the executive session should be kept.

The format should be standard from meeting to meeting, including the detail in which decisions are recorded. Minutes should be issued before the next meeting or within 60 days of the last meeting and kept forever. I always wondered about that last part. Minutes are among the items the IRS advises a non-profit keep for ever.

Which provides a segue to Part 2 of the series which deals with the legal aspect of board minutes. Directors and members both have a right to access the board minutes. The rules relating to access vary from state to state, Chan deals with California’ laws.

The IRS also has an interest in seeing the minutes. The bulk of the entry is devoted to discussing what practices are important to stay in compliance with rules and regulations for non-profits related to governance, tax code and audits.

Different agencies of your local and state government may also want access to minutes, especially if the organization is involved with legal actions associated with decisions made by the board. In the course of the merger my presenters consortium is seeking to pursue with a sister organization, the secretary of state requires copies of board minutes where different decisions and resolutions were discussed and passed.

Grouse: What You Do When Your Salary Is Too Meager To Afford It

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It looks like it was a weekend for griping about performing arts. Ken Davenport at Producer’s Perspective opened the floor on an atypical Saturday post asking people to share their gripes. He promised to make it a monthly ritual if he got more than 10 responses and he easily passed that mark. A summary of the comments in one sentence would be – “How can they charge such high prices for tickets, yet pay me so little if I can shoehorn my way into a position at all.” There are a few complaints about audiences thrown in for good measure. The general source of the comments seem to be people living in and around New York City with a few people coming form other places. The tenor of most of the comments will be familiar to you if you work in the arts at all and are familiar with the New York City scene. Those aspiring to careers are following the same path those before them followed. This includes tales of people both inside and outside the business wanting them to work for fun or for experience.

My initial thought was that Broadway won’t change because it doesn’t have to and that people need to look elsewhere for their experience. While a similar situation is just about as institutionalized outside of New York City, those organizations are at least marginally aware that they need to find a better way to run their business and interact with their employees.

Which brings us to the second post I came across. Barry Hessenius posted an entry on his blog noting that essentially every job description for an executive director and senior management of an arts organization seems to be taken from the same template without any effort to acknowledge the actual specific needs of their organization.

He provides a tongue in cheek translation of this:

“The successful candidate will be a strong leader with excellent management and interpersonal skills. S/he will have the proven ability to build productive relationships with a broad range of internal and external constituencies, and have the demonstrated ability to work collaboratively with the various segments of the community. S/he will be an experienced supervisor with the ability and willingness to mentor staff and encourage staff development. S/he will foster an atmosphere of teamwork and collaboration among staff and volunteers throughout the organization. S/he will have a strong working knowledge of programs, production, board relations and operations. S/he will have excellent financial management skills and a track record for achieving budget goals…”

Into this:

“We want someone smart enough to help us figure out a cool vision for our future (that one is stumping us); someone who will attract great talent to the staff (though we can’t pay the staff very much) and whom the staff (despite working conditions that are hardly ideal) will love and follow anyway (someone who will hopefully get them to perform above their potential, because actually we’re understaffed by all reasonable criteria). We want someone who can make various factions of the board (currently somewhat dysfunctional and at each other’s throats) work harmoniously together and take on an ever greater workload (or in the alternative someone who will assume the board’s workload for them because it’s highly unlikely they will do much more than they are doing right now – which isn’t that much). We try not to micromanage, but we still do. We’re looking for someone who can get the best out of us, but someone enough like us so we are comfortable with them; someone who will push themselves, but not necessarily push us too hard. Did we mention that we want someone who can raise a lot of money? “

I have only excerpted a small portion of his translation so you will want to visit the entry to read the whole thing. I have also excerpted a portion of his sample job description. Trust me when I say you don’t need to go to the entry to read that. You have seen it many times before. I did a verbatim Google search on a couple phrases from Barry’s sample and found a number of job listings using them. I understand a desire not to reinvent the wheel, but if you are looking for the same person as everyone else, most organizations are bound to be disappointed. There are only so many of those paradigms to go around. The truth is, most organizations are indeed looking for someone a little different from the rest.

Consortium Merger Update

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This week the state booking consortium of which I am a member met to start planning our upcoming seasons and also move forward toward our plan to merge with our sister organization. The governance committee upon which I sit had met about three weeks ago to discuss the steps we would have to take to accomplish the merger and work on rewriting our bylaws to come into compliance with practice. The committee spent about an hour discussing the relevant rules and laws the state attorney general’s office has for dissolutions and asset transfers of non-profit organizations and physically rewriting the bylaws.

Another three hours were devoted to discussing the implications of the changes we were proposing. Our consortium had already agreed we should shift from a membership to a board organization. What we ended up proposing this week was to shift from having organizations as board members to having individuals as board members. This was a rather significant move so discussing how it might manifest and what the impacts might be required some serious conversation. We felt this would provide much more flexibility and open up possibilities. For example, instead of focusing on writing grants to support the tours member organizations had arranged, the consortium would seek funding for touring or educational outreach and then decide how to apply it. The difference may be hard to discern, but it is possibly a significant change in the way the consortium operates and has the potential to position us as a partner to some granting organizations and foundations.

The biggest advantage is that the board would be free to choose its members rather than depend on specific organizations to send a representative. This would provide opportunities to bring people on based on their knowledge rather than affiliation. It could also allow the consortium to decide as an entity that it wanted to initiate a statewide arts in healthcare program where artists could barter their services working with hospitals, hospices, retirement homes, etc in return for low to no cost health coverage. The consortium’s direct involvement might be arranging outreach activities to these institutions by touring artists, but the benefit would be to all artists across the state, some of which may not be members of the consortium. Yet some of the board members may represent arts organizations that frequently employ these artists and find it in their best interest that the artists not have to worry about health care as they practice their craft. In this case, the board might seek to add a member from the healthcare field to advise and perhaps rally industry support for grants.

As the governance committee meeting was drawing to a close a few weeks ago, I mentioned that what we were proposing might cause a lot of debate at the full meeting because it was such a departure from the way business had been conducted. I noted that a shift in thinking away from the way we currently did business would be required. In fact, there was a lot of discussion about the proposal. There were a lot of “what ifs” asked based on the way we engaged in our activities. Some of the questions we had already considered and had responses to, but others illuminated the need for the creation of policy and procedures. Ultimately, I was happy to hear a board member who had not been part of the governance committee pointed out that we couldn’t think about the changes in bylaws completely in the context of how we currently operated and that it would require shifting our thinking.

There is still a lot of work to be done on the bylaws and one of the members of my committee uncovered more regulations governing dissolution and mergers with which we need to comply. I feel very optimistic about the work being done and the potential of the reorganization. Of course, it helps that the local community foundation received a large amount of money from the founder of eBay and they are directing some of it toward encouraging innovation in non-profits. It makes what we are doing seem relevant and timely.

What’s My Cue To Exit?

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David Dombrowsky, Executive Director of Center for Arts Management and Technology, retweeted an article from Inc magazine about exit strategies for non-profit entrepreneurs asking, “Can you think of arts examples?” Since the Inc piece is about entrepreneurs using their exits strategically to help their organizations grow/transition, my assumption is that Dombrowsky is asking if anyone can think of a person who has done so in the arts. I can’t.

I have covered the topic of succession planning or the lack thereof a number of times on this blog. Most arts organizations haven’t addressed the absence of a succession plan much less examined if that plan considers how to leverage the departure of the founder/executive director to their benefit. I will be honest and say that outside of signs of mental instability it never occurred to me that the departure of the founder could be cause of increased confidence. At best, a well executed transition could maintain existing confidence that might grow as a successor proved their mettle. At worst, a poorly handled transition (or complete absence of a plan) could be cause for alarm and unease.

Says Susi Soza in the Inc piece,

This leads up to the second reason why exits are so important: They signal to the market that an organization has reached a certain level of financial sustainability and scale. Exits are, by definition, big, and for a company founder to achieve an exit—whether by acquisition, a mezzanine round, or an IPO—that means it has achieved significant milestones in terms of revenue, profit, and market validation.

[…]

In the non-profit social entrepreneurship space the word exit appears like a misnomer. How can you have an exit for an organization with no owners?….

Non-profit social entrepreneurs would benefit from exits just as much as their for-profit peers. I believe more non-profit exits would actually attract additional capital to the non-profit space as it does in the for-profit space. Donors are persistently frustrated by fragmentation and duplication in the non-profit market, and I believe exits – whether by acquisition, merger, or even just closing down shop – would bring some welcome consolidation and efficiency that would provoke additional philanthropic investment.

Exits are also important for organizational realignment and revitalization. In the for-profit world, exits are often accompanied by changes in leadership team and business strategy. Unless businesses build exits into their lifecycles, non-profits rarely have catalytic events to spur these types of transitions. Furthermore, succession planning and transition beyond the founding social entrepreneur are often neglected because there are no unambiguous end points in sight. What if non-profit social entrepreneurs could aim toward an exit that came with a $50,000 bonus to do with what they wished?

While her observations are mainly directed at the social rather than arts sector, there is still a lot that is applicable. The comments about donors being frustrated by duplication of effort especially resonated with me. Partially because I am meeting this weekend to discuss governance of our booking consortium after we absorb our sister organization. But also because the idea that there are too many non-profit arts organizations conducting similar operations in the same geographic area is more frequently discussed these days.

I recognized her point that there are not too many widely recognized milestones against which non-profits and their supporters can measure organizational growth. With that in mind, a clear plan for recognizing transitional moments can be valuable. I also like the idea of working toward a $50,000 bonus. Something like putting $5,000 away annually for 10 years, but not adding to it if the leader stays past the agreed period might provide an incentive to move along.

Of course, that only works if everyone has been working toward grooming a successor. If they haven’t it becomes too easy to fall into the trap of deciding the current leader is the only one qualified to direct the course of the organization and extending their tenure and bonus.

But briefly back to Dombrowsky’s question. Are there any arts leaders who have done this? Even if it is only a handful, their example provides a template.

Info You Can Use: So You Wanna Join A Board?

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I believe I have covered the subject of considerations to make when joining a non-profit board before, but Emily Chan did a terrific entry on the topic on Non-Profit Law Blog this week. She links to the BoardSource page on this topic at the end, but she reminds us of additional things to think about.

Among her suggestions are to research on the organization you have been asked to join by reviewing the financials, bylaws, ensuring they have board liability and evaluating the personality dynamics on the board and their work process. Chan also mentions one of the areas I think is often overlooked–education. People who are familiar with boards on a basic level will know there are fiduciary and legal responsibilities to attend but may not really push to receive a thorough education in these areas and about the organization in general.

Education: Will you have the tools necessary to succeed at this organization?

Incoming directors at an organization may have different educational needs for creating the right environment to thrive on the board. Factors such as past board experience or work experience in the nonprofit sector can be useful in quickly adapting to a director role and executing those responsibilities. Likewise, an organization’s investment in or opportunity for board development and mentorship may be an important factor of an ideal work environment for individuals who are first-time directors or new to the nonprofit sector. For those seeking board education, a few topics to consider are:

* Orientation: What information will be covered? What are you expected to take away? What type of resources will be provided? Will you need more help or information after this?
* Training programs: Are they offered? If so, do they address the skills and areas you need the most help with? Are they pre-scheduled or provided as needed? Will you need more training and education down the road?
* Job description: What is being asked of you? Are your responsibilities and duties understandable and realistic? Can you fulfill this role?

I also really like Chan’s comments on how to evaluate the personality dynamics of the board, but I didn’t feel I could copy that much of her entry and offer so little original insight of my own. Obviously, the article can also serve as a guide for the materials, information and education non profits should be prepared to present to a potential board member so that a well informed decision is made.

Duelling Boards

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A nod to Non-Profit Law Blog for their link to a very extreme situation addressing the question of who owns a non-profit. In a story that appeared in the Star-Tribune (MN) and Non-Profit Quarterly. The founder of a non-profit that works with former inmates was frustrated with what he saw as a lack of responsiveness from his board. He formed a second board with a former member of the first board. This second board voted to dissolve the first board and install themselves as the governing body. According to both articles, the founder ended up fired and being lead away by police in the presence of both board presidents, each claiming they were in charge.

The short answer about who is in charge is always the board. They bear the responsibility of the governance of the organization. But given that organizational founders are generally the ones who institute the formation of a board asking the initial members to serve, does a founder have an ability to choose his/her own board? There is a point where the ability to select board members passes from the founder’s hands. My suspicion is that absent a provision giving the founder or executive director the power to make appointments, this occurs once bylaws have been completed and properly filed.

The next logical question is, when a board is not living up to its responsibilities, what recourse do people have in replacing them? Presumably the board can be sued for not meeting their responsibilities and a court could dissolve the board and order the formation of a new one. I have never heard of this happening, though I am sure it has, so I can’t be certain. It may not be the board as a whole which is dissolved and only those whom have been proven to be remiss in their duties who are removed from the board. But basis of this would be whether members attended the required meetings and were diligent in their review and handling of organizational matters. If it were not essential or required that the members return calls or attend the organizational events, it might be difficult to have the board dismissed. If they were moving forward with the strategic plan and operating budget at a rate a court found reasonable, again it could be difficult to unseat them.

If the allegations of mismanagement originate from within the organization, as it did in this case, then there is also the stress of having the board and staff in a confrontational stance complicating the situation as well. As I mentioned, I am sure there have been times when boards have been dissolved because they failed in their duties, but I wonder how many of those instigated by staff. If anyone on staff is going to do it, it would be the founder given how much they have invested in the organization. Staff members may have provided materials to support the case against the board, but it has to take a lot of moxie for a staff to declare a company is ill-served by its board and initiate legal proceedings.

More On Mergers And Alliances

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I have had non-profit mergers on the mind of late due to some personal experience so it is no wonder that two entries on the subject from different blogs caught my attention today.

The first was a book review by Gene Takagi at Non-Profit Law blog. He recommends Nonprofit Mergers & Alliances by Thomas A. McLaughlin. Takagi starts out referencing a quote from the book supporting the old truism that it is best to enter a negotiation in a position of strength.

“Indeed, the book had me at “hello” or, rather, its first sentence: ‘The best time to consider a merger or an alliance is before it is necessary, when coming together with another organization will mean combining strength with strength, and when the collective energies and the creativity of the two or more entities can be used proactively instead of being sapped by the demands of crisis management.’ “

This concept is actually central to the commentary made in the second blog post I saw today, Drew McManus talking about Philadelphia Orchestra and Philly Pops decision not to merge. The former would have absorbed the latter. Drew cites the troubles the Utah Symphony and Utah Opera had with their merger. The orchestra and pops adopted a gradual approach to the merger and that revealed some of the potential difficulties they might face as a single entity. Both organizations will work in close partnership, but retain separate governance structures.

As you might imagine from the title of the book he reviews, Takagi notes that there are different stages to both mergers and alliances and lists them out. According to Takagi, the book outlines the pros and cons to both approaches and provides some good advice about very complex undertakings.

The book may be a good resource for the next generation of non-profit leaders. Apparently McLaughlin feels that “nonprofit services are fragmented and how consolidation is part of a nonprofit’s life cycle.” Given all the talk about mergers of late, I believe there is more behind that statement than just an attempt to sell a book about how to accomplish such things.

Info You Can Use: Considerations Before Forming A Non-Profit

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Last month, as many non-profits were faced with losing their status due to a change in the tax filing laws, Board Source President/CEO Linda Crompton suggested the situation might be good for the non-profit world by removing duplicative and ineffective/inactive non-profits. Because non-profits really aren’t required to generate a business plan or survey the need and competition before filing for status, she feels there may be too many non-profits in existence.

No for-profit company would start up without doing a thorough analysis of the competitive landscape; that analysis would be baked into the business plan and would inform all other decisions — one of which might be “not here, not now.” It’s incumbent upon our sector to school itself on this point: just because we have an idea, and a mission, and a great, good heart, does not mean that we need to start our own, brand-spanking new organization to fulfill that mission. The same truth applies to organizations in all stages of their lifecycle. Boards should be asking themselves: are we still relevant? Are we fulfilling our mission effectively and sustainably? Is there another organization across town doing the same thing, only better? Should we be discussing merger, or even dissolution?

I have mentioned a number of times over the years that I have often many arts organizations have been started that could have easily been part of an existing group or that could have merged with other groups when it was clear that their service area couldn’t support both groups very well. I will admit that I have seen many more groups in merger talks over the last few years since the economy has gotten worse than I had during previous economic down turns. It was good to see people considering this route. But I have also seen new groups peel off because of personality differences or a desire to perform a slightly different genre. Admittedly there is a difference between classical and modern realism, but Shakespeare festivals manage to produce both without compromising their souls.

To be honest though, I don’t know if the IRS would be in a position to evaluate whether there was or wasn’t a need for any type of non-profit, be it an arts organization or social service agency. Imagine the work involved in developing criteria to measure if there was a sufficient support base for the organization in a community. Imagine the bad press the IRS would get for denying someone non-profit status for a social service organization serving a very emotionally charged cause.

Which doesn’t mean due diligence shouldn’t be done. In a comment to Linda Crompton’s entry, Don Griesmann links to an entry on his blog in which he enumerates all the considerations that should be made before creating a non-profit. He also footnotes his arguments with the largest number of stories on the difficulties faced by non-profit organizations I have ever seen.

His entry came at the end of 2009 and he proposed that no new non-profits should be allowed to be created in 2010 unless a whole multitude of conditions were met. A brief sampling:

•Unless you understand the nonprofit will not be “your nonprofit” and you have enlisted an incorporating board that is interested in the concept and capable of performing the necessary tasks of incorporating and operating the organization and

•Unless you understand there is no “free money” from the federal or state governments. The federal government distributes funds through scholarships, fellowships, contracts, grants and loans. Each requires an application, meeting eligibility requirements, demonstration of a task to be undertaken, proof that the task was performed and the money used appropriately and in many instances a report evaluating the use of their funds…

….•Unless you have a concept of what it costs to develop and operate a nonprofit in terms of shared leadership, time, thought, study, serious planning, hard work, evaluation and annual reporting as well as money and
•Unless you have no intention of attempting to raise more than $5,000 a year for the next 5 years…

…•Unless you have performed due diligence and created a board of mixed talents, diversity, shared passion and vision concerning a truly unserved issue or need supported by some empirical evidence. If the need is an underserved need, why not join with the current providers and increase the service or product? And
•Unless you understand that there simply are not grants available to pay for the incorporation process. If you and others cannot raise the first $1,000 or so to incorporate, then where do you think you will get the money to run the organization? When someone asks, as many do, does anyone know where I can get a grant to start my nonprofit, we should either not respond or tell the truth – you are not ready to start a nonprofit. Go volunteer at a local nonprofit….

One of his next “unless” includes having a business plan that answer 19 different questions. One of his other conditions might be that you shouldn’t form a non-profit if you don’t have the patience to read his whole entry. While it is very long, it asks many pertinent questions and raises many points that ought to be considered. It is good to see people starting to advocate for this level of consideration prior to forming a non-profit.

Of course, non-profit status covers a lot of situations, including block associations and other purposes that wouldn’t necessarily be competing for grants from a shrinking pool of resources. These will certainly benefit from being well planned, but aren’t likely to struggle to stay in existence or become a drain on their community if they don’t meet every criteria.

Things To Ponder: Who Is Your CEO?

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Gene Takagi at the always enlightening Nonprofit Law Blog links to a two part entry on why the title of the senior leader of a non-profit should transition from Executive Director to President/CEO. The argument made in the pieces is that the person in that position gains credibility within and without of the organization.

Takagi only touches upon this very briefly because his greater concern is who is legally the CEO of the organization, the executive director or board chair. I voraciously consumed the post because I have dealt with organizations where the dynamics were such that one was clearly in a dominant position. I often wondered to whom people would look for leadership in a crisis–versus who was ultimately responsible for the decisions that were made during that time.

Takagi’s advice is-

“However, if the organization has a paid executive director who is tasked with operational leadership and the board chair is a volunteer who is not active in management of the organization’s operations, the CEO designation should be given to the executive director. Nonprofit boards should (1) review their bylaws to understand how their management structures have been established, and (2) amend them, as necessary.”

Acknowledging that the board chair may not want to give up the CEO title in this case, especially if said person is the organization’s founder or the board is very active, Takagi suggests the board seriously think about what is in the best interests of the organization. There are legal repercussions the nominal CEO may face.

It must not be overlooked that whoever has the CEO title may face increased exposure to liability for failure to meet his or her duties. Any CEO should be very familiar with the organization’s current financial position, programs, legal compliance issues, and overall strengths and weaknesses. Imagine a judge’s or jury’s reaction to a CEO who claims not to have reviewed the financials for several months or failed to take any steps to help ensure that the operations of the organization were compliant. Such reaction may be very different if it were the volunteer board chair’s liability that was being considered and the organization had a separate executive director designated as the CEO.

I did a quick read of other sources to see if Directors and Officers Insurance and Errors and Omissions Insurance would cover this sort of negligence and my results were inconclusive. Different insurance companies offer different coverages which contain different exclusions. Some seemed to imply this was the sort of thing you buy the insurance to guard against. Others said the insurance companies will look for any blatant omissions to use as a pretext to deny a claim.

Effectively Merging Non-Profits

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I apologize for missing my postings on Monday and Tuesday, I was away at a retreat to examine and discuss how to effectively merge the booking consortium to which I belong with the consortium that it spun off from. The meetings occurred in another part of the state and I didn’t have ready access to a computer and the time to write entries.

I use the phrase “effectively merge,” the same words we used throughout most of our discussions, because the truth is that an actual merger of two non-profits is a lengthy, involved and expensive process. What will happen in reality is that the one organization will be dissolved and its assets and members will be transferred to the other as is allowed by its founding documents. But in effect, it is a merger.

A good portion of the first day seemed to be spent composing the correct syntax for the required motions that would be made the next day at the annual meetings of both organizations to start this process. Since we already intended to rewrite our bylaws per the suggestions of an attorney we consulted, we were resolved to dedicate the next year to working on the rewrite. We also were determined to examine the organization and what we wanted it to be. As a consequence, both groups will remain in existence as separate entities for another year laboring jointly to define the bylaws and purpose of the combined organization.

Even though it is likely to be the most dry and boring, I joined the Governance and Membership Committee just for the experience of redefining the nuts and bolts of the organization. I figured it would make good material for blog posts if nothing else.

I also joined the Artistic Selection Committee. The other committees are Marketing/Sponsorship/Grants and Education. Among the things the committees are going to explore are what does it mean to be a member? What are the benefits of participation? Should membership be tiered to both allow casual partnerships with non-member groups and provide greater benefits to those who are more extensively involved.

We are going to examine how we go about selecting artists to present in the context of many different factors. Since we would like to pursue gaining sponsorships as a group and offer companies the opportunity to have exposure across the state, we will have to decide how the program is designed and the sponsored show is chosen. There is also the big issue of whether such arrangements will endanger relationships individual members had with these companies previously. Why sponsor shows at a single venue when you can do so across the entire state? On the other hand, perhaps your brand is diminished by having your name associated with theatres that serve a less elite clientele and you don’t want your ads appearing in their programs.

There are similar questions for the education area. A recent partnership resulted in an experience between schools, audiences and artists that could have yielded a more extensive interaction had the time and resources been available to exploit the situation. If these are the opportunities we want to pursue, where do the staff hours and other resources come from?

That brings us back to the work of the other committees exploring what it means to be a member and what sort of investment in the organization is needed to benefit from its efforts, including any packages put together to offer potential sponsors.

One of the desires stated this week was to expand the membership to include other arts organizations around the state. By redesigning the purpose of the organization a little, we hope to increase our relevance to other groups. They may only do a show once or twice a year, but they can find the process greatly facilitated by our expertise. I think there could be a reciprocal benefit. Perhaps connections the new groups have open up more churches and schools to chamber concerts and outreaches. (Or local artists and churches/schools became more aware of each other.)

So my question here at the end of the entry is this—has anyone had any experiences similar to this? I have to help generate bylaws and policies to guide this organization and it would be nice not to reinvent the wheel. Are you a member of a consortium or partnership between different arts organizations which works together to achieve certain goals?

I am looking more for an arrangement where all decisions and initiatives are generated and executed by the members rather than a situation like an arts council where the council works to advance the interests of the members. We operate as a board organization rather than a membership organization. Though I would be interested in learning about any multi-organizational partnership arrangement that diverges from everyone else does.

Board Stories (Plus Board Development Scholarship Info)

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I don’t often see blog entries on someone’s practical experience solving board related problems so I was pleased to follow a link on a Non Profit Law blog Tweets of the Week Entry to BoardSource’s Board Life Matters blog. There Melissa Sines talks about her experience on a board experiencing Battered Board Syndrome in the wake of the Executive Director’s unexpected departure.

She relates some very common problems her board faced:

“The relationship between board and staff had always been a rocky one in our organization. It was hard to ignore the finger-pointing taking place on both sides of the table. It was a classic case of management saying, “The board doesn’t fundraise enough, what good are they?” and the board saying, “The staff doesn’t listen to anything we say, anyway, what use are we?”

She credits a grant that allowed her board to engage in a year long training process covering myriad issues with saving the organization.

I haven’t had the opportunity to read the rest of the blog to see how useful it might be, but I couldn’t help but notice the most recent entry offering 20 scholarships to allow “emerging nonprofit leaders to participate in the annual BoardSource Leadership Forum to deepen their governance knowledge.”

This is the first scholarship I have heard with the aim of improving board governance so it bears attention. The criteria are:

* Are either
o nonprofit board members with less than three years of experience serving on a nonprofit board
o nonprofit executives or staff members with less than three years of experience working with a nonprofit board
* Have demonstrated leadership ability and potential for their organization and the nonprofit community
* Are affiliated with a nonprofit organization that has an annual budget less than $5 million
* Will enrich the diversity of the sector. Diversity includes but is not limited to age, race/ethnicity, sexual orientation, and disability.
* Would not otherwise be able to attend the BoardSource Leadership Forum and have not attended a previous Forum

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