70-10 Split Of Board Learning

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…
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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

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.

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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

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

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.