Answer important questions when writing or revising bylaws

• Date: 01 January 2015
• Published date: 01 January 2015
• DOI: http://doi.org/10.1002/ban.30015

B&A For Board Members

DOI 10.1002/ban © 2015 Wiley Periodicals, Inc., A Wiley Company All rights reserved

The administrator is a vital member of the team

A New England board is currently meeting

without its executive director to discuss his perfor-

mance with certain nonprot employees.

That’s a big mistake by the board.

The executive director shouldn’t be treated like

a typical employee of the organization. This is why

your executive should be included in all board

discussions and activities.

There should rarely, if ever, be an occasion

when the board meets without its administrator.

Closed sessions that exclude the administrator

can quickly damage the teamwork that is vital be-

tween board and administrator. That’s because:

•  Closed sessions destroy trust. There needs

to be a sense of honesty and trust shared be-

tween the board and its administrator.

•  Closed sessions don’t give the administra-

tor a chance to explain her actions. Without

this information, boards can begin to second-

guess the administrator and undermine her

authority.

•  Closed sessions ignore your best resource.

Your administrator understands how the organi-

zation works and will be able to tell you which of

your plans and goals are most workable.

The board is responsible for one employee—the

CEO. As such, it is the board’s responsibility to

evaluate the administrator. The buck can’t be

passed on to the nonprot’s employees.

Rod Braun, an executive director in Pella,

Iowa, said over the years he has served on several

boards and developed thoughts on the touchy

topic of asking nonprot employees to comment on

their executive director’s job performance.

“I have served on other boards where some

board members wanted to do that,” Braun said.

“I always make my best case against doing so and

make it clear that I don’t want to be a part of a

board that does this because it usually has a bad

ending.” ■

Engage the board in the public policy debate

The Stand for Your Mission campaign (http://

standforyourmission.org/the-campaign), a joint effort

by BoardSource together with the Alliance for Justice,

the Campion Foundation, the John S. and James L.

Knight Foundation, the National Council of Nonprof-

its and the Forum of Regional Associations of Grant-

makers, is a challenge to nonprot executives and

their boards to actively represent their organizations.

The campaign’s goals are to:

•  Bring about a sustainable shift in the under-

standing and expectations around board engage-

ment in advocacy.

•  Move advocacy from an ancillary to a key

board leadership role.

•  Strengthen the nonprot sector’s ability to

advance the public good.

Stand for Your Mission offers a free resource

that denes the board’s role in advocacy.

For more information, go to http://goo.gl/

cVOhrP. ■

Answer important questions

when writing or revising bylaws

The Center for Nonprot Leadership at Adelphi

University’s School of Social Work states in “Tips

for Developing Bylaws” that bylaws “are the in-

ternal rules and regulations that guide a board’s

activity and answer important procedural ques-

tions. They provide a road map for how the board

operates.”

As the board works on its bylaws, the CNL rec-

ommends the board address questions such as:

•  How are board members elected?

•  How many board members may we have?

•  What are their terms?

•  Are there term limits?

•  How can board members be removed?

•  What are the standing committees?

•  How are new committees created?

For more information, go to http://goo.gl/

XxcZCV. ■