Monday, July 6, 2009

Engaged or Distant Leaders - Board Meetings standard

This post was written by Shelley Heil, who has been interning at the Charities Review Council this summer. Shelley is pursuing degrees in Sociology and Spanish at Wheaton College in Illinois.

This blog post marks the start of the Governance section of the Charities Review Council’s Accountability Standards; up to this point all standards have been part of the Public Disclosure section. Governance standards aim to provide a framework and accountability for an organization’s leaders: its Board of Directors, officers, and key employees.

This standard is a modification of the Council’s current Board Meetings standard. The primary change in the current draft of the new standards is that boards are required to meet four times per year, instead of three. Thus far, feedback on this standard has been varied. The goal is for boards to remain engaged and active with their organization. (For more about good governance and the importance of an engaged board, see Nonprofit Governance – The View from the IRS, remarks by Sara Hall Ingram, IRS TE/GE Commissioner) Only meeting every 6 months has the potential to create a distance between board members and the interworking of the nonprofit and the community it serves. On the other hand, some claim that requiring boards to convene four times a year is too prescriptive and doesn’t take into account how cultural differences may affect the number of annual board meetings for organizations. An earlier draft of the Standards stated that meetings needed to be “evenly spaced.” Negative responses to the phrase resulted in its removal.

What do you think? There’s no magic number of how many times an “engaged” board meets, so is 4 meetings a year too much, not enough? Additionally, is physical presence valuable? Should the standard require that meetings occur face-to-face?

Up Next: Conflict of Interest


Hildy Gottlieb said...

Part of the answer is that yes, more board meetings can mean more engaged boards. It can also mean boards meet more often and are still disengaged.

Engagement is about what boards discuss, how they see their role in the organization meeting the reason they got on the board in the first place - to make a difference.

The more boards are talking about that at the table, in a way that is meaningful to leading the organization, the more engaged they will be, no matter how often they meet.

Hildy Gottlieb
Author: Governing for What Matters

Sara Leiste said...

I agree with Hildy. You can't measure engagement in a simple standard. The number of board meetings per year may or may not be a good proxy for engagement. I do think that there is a floor somewhere, below which engagement as a board is not likely. (It is good to clarify that having board members engaged in the organization and having an engaged board are two different things.) Whether that is 3 or 4 meetings per year, I am not sure.

There are organizations that have yearly board meetings, but they meet over a weekend, so there is the Friday meeting, Saturday meeting and Sunday meeting. Does that count as 3 meetings?

mwera said...

Thanks for the comments. I have to agree with you both - having so many board meetings doesn't necessarily mean that a board is engaged.

To answer Sara's question, as the standard is written now, no, it wouldn't meet the standard as it asks that the meetings be "evenly spaced throughout the year." The idea being that a lot can happen in a year, and it's important that a board meet regularly enough to stay informed and fulfill its responsibilities. We did get some feedback that this is too prescriptive - thoughts?

mwera said...

My mistake - as was pointed out in the blog post, an earlier version of the standard included the language "evenly spaced throughout the year," but that was taken out because of feedback from focus group participants.

Sara Leiste said...

As ridiculous as it sounds, at some point you will need to decide what constitutes separate board meetings.

mwera said...

Sara - you are absolutely right and it's not ridiculous at all.

Obviously, we want to avoid the situation you described whereby a nonprofit stacks its board meetings all in a week or a weekend. On the other side of the issue is a nonprofit that, because of its constituency or board members, is unable to meet regularly throughout the full calendar year. The example that we heard from focus group participants was a nonprofit serving migrant workers who are able to meet only during a portion of the year.

Right now, the staff recommendation is to make sure there is at least a month between board meetings. This is something that'll need to be discussed more internally, but I'd be interested in your opinion.