Ask Cynder

@Cynder Sinclair, D.M.:

Thanks for the great questions, Ernesto Paredes. A recent survey shows that only 27 percent of executive directors surveyed had employment contracts. Read this great article on my website to find out more about this important topic: http://www.nonprofitkinect.org/links/279-nonprofit-resources/resources/1042-employment-contracts-for-nonprofit-executive-directors.

Concerning your second question about the average number of hours in a typical work week for an E.D., my experience is that it depends on several variables: size and complexity of the nonprofit, number of key leadership staff, time of year, and energy level of the E.D. Theoretically, work weeks are usually 35-40 hours; however, I find most E.D.s work at least 50 hours and more. This is an important issue because the board chair should encourage the E.D. to work no more than 50 hours per week to avoid burn-out.

This is an excellent question, Linda, because it is common for boards to have trouble with change, even if its good for the organization. The best way for the E.D. to deal with change is to continuously update everyone on changes coming in the future (long-term and short-term). Most people need to hear these messages multiple times. After they hear the message again and again and see how the change will benefit the organization, they are often open to taking the next step. Sometimes there are board members who choose to resign from the board because they don't like the change. That's okay. In fact, it can be seen as a positive step for the organization because it means the organization is moving up to a higher level of professionalism. It is part of the healthy growth and development of a nonprofit. I would be happy to chat with you about this in person or on the phone anytime you like.

Best,
Cynder

Thanks for your great question, Judith! Many organizations experience the dilemma of how to build a strong board. Nowadays it's harder and yet more important to build a board that truly exemplifies good leadership. It's harder to recruit just the right individuals because competition for good board members is high due to the proliferation of nonprofits. It's more important than ever because a nonprofit must intentionally choose board members with specific expertise, passion, and community connections if they are going to successfully carry out their mission in the midst of increased demand for services and a decrease in resources.

I like to create a matrix that identifies specific traits the organization needs such as community connections, professional expertise, subject matter knowledge, passion for the mission, and any other organization-specific competency. Once I identify these categories, I invite a group of individuals comprised of board members and community leaders to brainstorm a list of people who might fit the various categories. Next, I ask this group to determine who would be best to cultivate the relationship with each candidate.

You can see where this goes next, but the important thing to notice is that the process of building a strong board is just that: a process. It takes time and intention. But if you can keep focused on moving the process forward, you will find you have built a strong, effective board that is able to provide extraordinary leadership for your organization.

As for your question about whether the board chair or the executive director should be involved, I say both should be involved. The best organizations have a strong partnership between the board and the executive director. So board members, board chair, executive director are all working from the same playbook. They are all clear about the traits they are looking for in board members and they are all adhering to the board-approved recruiting/nominating process for new members.

I welcome the opportunity to discuss this with you in more detail anytime you like. There are many excellent approaches to take when building a strong board that leads to a sustainable organization. And I would love to explore these methods with you.

Cheers,
Cynder

@Cassi Noel:
Thank you for the excellent question, Cassi. This is often a murky and challenging area for nonprofits. With your permission, I will refer to this as an Advisory Council rather than a board simply because calling it a board can be confused with the governing or fiduciary board.

The best way to create an Advisory Council is first to establish a clear purpose. Often, nonprofits will form Advisory Councils just because it seems like a good idea to have a group of local luminaries on their letterhead or to use as a place to park termed out board members. This is a formula for frustration and confusion. Advisory Councils must be formed for a specific purpose.

The following preparation will help ensure that you build a healthy, well functioning Advisory Council:

•Formed for a specific reason
•Members are invited to join because of their specific expertise
•The group's charge is made clear to all members
•A reporting structure is established
•Staff/ board support is clarified
•Relationship between the Advisory Council, the governing board, and the staff is clear

The nature of the Advisory Council helps determine the role of the executive director and/or board chair. Often the executive staff officer is the one who interacts the most with the Advisory Council; however, there must also be a good connection with the board in order for the organization to benefit from the group's advice and for the Advisory Council to feel engaged.

An Advisory Council is usually formed to fill a gap in expertise with the board and/or the staff. For example, if an organization is preparing to purchase a building they may want to form an Advisory Council comprised of realtors, property managers, city planners, and government officials. If a nonprofit board consists of members who are well versed in the mission and has lots of community connections but doesn't really understand advocacy, they may form an Advisory Council comprised of community leaders with political connections.

Building a sense of responsibility with an Advisory Council can be tricky. The key is to make sure everyone is clear about their purpose, help members feel that their advice is valued by the board and staff, and maintain a lively connection to the organization.

Now let me address the second half of your question: how to hold folks accountable while being a great cheer leader and coach. This can be tricky but it is completely possible. In fact, holding employees or board members accountable while also encouraging them is the best combination for success. It's called transformational leadership. A transformational leader will start by making it clear that s/he believes in the individual. Next, s/he will make the expectations clear.

The best way to establish expectations is to do it together so the ultimate expectations emerge from common interests. Once that is established the leader will continue to follow up on specific tasks with the individual while, at the same time, finding ways to acknowledge progress. For example, if a board member has agreed to make some thank-you calls to donors, the leader can check in with the board member to see how the calls are going and offer encouragement. Then, at a board meeting, the leader can applaud the efforts of the board member in front of the entire group. This will encourage the board member as well as remind the other members of their duty. This approach also works with staff but with the additional tools of documenting behavior and offering rewards and incentives.

I will be writing an article for my blog and also for Noozhawk.com on both of these issues thanks to your great questions. Thanks Cassi!

Hi Sierra,
Thanks so much for your great question. A lot of boards are asking about this important topic. Even though only 27% of nonprofit EDs currently have employment contracts, that number is quickly increasing as the nonprofit sector adapts more practices from the business sector. Here is a link to an article I wrote that will give you more information. I will be writing more about how to craft a good contract in the coming weeks. Here is a link to the article on my website: http://www.nonprofitkinect.org/article/5484-nonprofit-executives-to-contract-or-not-to-contract

Hi Bonnie,
Your question is very timely because California just passed a new sick leave law. Here's the scoop just sent out by CalNonprofits:

Beginning in July 2015, all California employees, including those working for nonprofits, will accrue one hour of paid sick leave for every 30 hours worked. Employers may choose to cap the usage at 3 sick days (24 hours) leave per year.

THE DETAILS:
• The law requires workers to be employed 90 days before using accrued sick leave.
• To qualify for sick leave accrual, employees will have to work 30 or more days in a year.
• Sick leave may be used for themselves or to care for family members.
• Employers must provide a written statement of accrual and balance of sick leave to each employee with each paycheck.
• This accrued/unused sick leave does NOT have to be paid out at termination of employment.
• In-home care workers are excluded from the law, as well as certain union employees (depending on their contract).
• Additional posters and notices regarding the law will be required in 2015.
• Employers that already have a policy (sick or PTO) in place that meets all the standards of the law, are not required to make additional time available.

USAGE AND CAPPING THE ACCRUAL:

The amount of sick time used can be capped at 3 days per year (24 hours) and any unused sick time at the end of the rolling-12-month period must be rolled to the next 12-month period. The employer can cap the maximum accrual at six days (48 hours). So if any employee has 6 sick days accrued at the end of any given 12-month period, the 6 days will be rolled into the next 12-month period - but no new sick time will accrue until some sick time is used.

EXAMPLE:
All existing employees as of 7/1/15 will have their 12-month period start on that day (new employees will have their 12-month period start on the day of hire).

Existing employee A begins accruing sick leave on 7/1/15 (working 30 hours/week), and needs to take 2 sick days in mid-October.

Sick time accrued
July = 4 hours
August = 4 hours
September = 5 hours
Mid-October = 2 hours
Employee A has 15 hours accrued to be used mid-October.

Thanks for your excellent question, Elise. It is not uncommon that the development department is misunderstood by other staffers, especially those delivering programs or in administration. In business, a similar disconnect often exists between the sales department and production. It's the same with nonprofits. Effective development requires an investment of time and resources to identify potential donors, create and deepen relationships with them, and steward their gifts. To those outside the development department, these activities can look like just a bunch of frivolous lunch dates and parties. So, find a way to educate your top leadership about the importance and potential of good development. If you can show some quantifiable examples, they may be willing to invest some resources in this critical area. Ironically, an organization's long-term sustainability depends on solid development work.

The number of staff in your development department depends on your goals. Ideally a mid-sized organization would have a development director, support staff, a grant writer, and an event coordinator. These staffers should be able to conduct annual appeals, one or two events a year, follow up on event attendees, maintain the donor database, research and write grant proposals, and support board members in their fund development activities. If you are conducting a capital campaign, you will need additional staff. This is a big project. Be sure to let me know if I can help.

CalNonprofits reports that as of January 1, 2015, non-voting ex officio board members are prohibited. Here's what you need to know. A little-noticed change in the California Nonprofit Corporations Code has an important change for nonprofits: there can no longer be non-voting members of the board of directors. Attorney and CalNonprofits volunteer Gene Takagi explains: A revision of the Nonprofit Corporations Code takes effect on January 1, 2015 and clarifies the term ex officio and the principles of voting nonprofit board members. Here's a little background.
Non-voting board members

It's not uncommon for nonprofits to provide in their bylaws for non-voting board members, but under California law, such positions do not exist. Board members, or directors, as they are termed in the law, each have one vote on any matter presented to the board for action. So, any person entitled to attend board meetings without a vote is not a board member at all, even if your bylaws specify so.

The term ex officio is often misused to mean non-voting, but it actually means "by virtue of one's office." An ex officio director holds office as a director not by election, but by holding another office that gives her the right to be a director for so long as she holds that other office. For example, an executive director who is also an ex officio director is a board member for as long as she remains the executive director. In some cases a public official -- such as the mayor or the city librarian -- may be an ex officio member of a nonprofit board. Some nonprofits give ex officio, non-voting status to founders or former board members.

The new law explicitly states that "[a] person who does not have authority to vote as a member of the governing body of the corporation, is not a director ... regardless of title." The revision also effectively provides that a person with the designation of ex officio director in the articles or bylaws shall have all the rights and obligations, including voting rights, of a director unless the articles or bylaws limit that person's right to vote as a director.

In other words, if you have ex officio, non-voting members of your board, they now have the right to vote on all matters unless you change their status. California nonprofit corporations that do not intend to empower their ex officio directors with all the rights of a director must make sure their articles and bylaws contain the appropriate limiting language or, better still, eliminate the use of the terms ex officio director and nonvoting director. Getting this wrong may result in a costly dispute or unintentionally empower an individual as a director when the board had no intention of providing the individual with such authority.

For those nonprofits that want to provide for the right of their executive directors to attend board meetings without the voting power of a director, instead of using the misnomer non-voting ex officio director to describe such arrangement, they might use the following description: "The executive director has the right to attend and participate at all meetings of the board, except when the board enters executive session, but shall have no voting powers." Nonprofits that have created ex officio, non-voting board members for founders, public officials or others, may consider changing their status to honorary board member, with no voting powers.

Thank you for your question, Susan!

When a member makes a motion, it should be worded, "I move" or "I make a motion that . . ." The chair waits for someone to second the motion and then invites discussion.

Once discussion is complete the chair will ask for a vote. If the discussion goes on too long, any member can say, "I call for the question" which will initiate a vote."

You can read more about enlivening board meetings by reading my recent article Five Proven Steps to Get Your Nonprofit Board Unstuck: http://www.nonprofitkinect.org/article/6814-five-proven-steps-to-get-your-nonprofit-board-unstuck

Regarding your explanation of ex-officio, if I am not incorporated in CA, but conduct business in CA, does that state law apply to my organization. Thanks. Steve Delfin

I am researching the appropriate employment or contractual relationship between a hospital foundation executive director (w/Board of Directors) and the non-profit hospital CEO (w/Board of Directors). Is there a "norm" or a standard? Would the foundation director report to the CEO? If so, is this a conflict of interest? Thank you!

Hello Can a 501c 3 organization have a board of directors that are non voting members?
Also can a board of directors be dissolved ?