Non Profit Law Blog

Stuff You Can Use: Board Ponderables and Resources

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There were a couple board related pieces I marked on the old Google reader I wanted to share.

First was an excerpt from a talk Gene Takagi of Non-Profit Law Blog recently gave for an American Bar Association seminar this month. The portion posted on the blog site deals with common governance problems boards engage in. The six points he makes deal with how boards misunderstand their role in the organization and the laws governing non-profit organizations.

Part of the third point caught my eye because it is a common practice but I have really never heard it discussed as a problem. (My bold emphasis.)

A lack of attention paid to the internal laws of the organization. Is the organization operating in furtherance of the exempt purpose stated in their governing documents? Do the directors really know, understand, and govern consistent with their bylaws and other governance policies? This problem often results when a board adopts bylaws that it copied from another organization without careful thought and consideration about how they work under different circumstances. It’s far too common for nonprofits to ignore membership requirements they’ve inadvertently created, elect a different number of directors than is authorized, and not maintain officer positions and/or committees required under the bylaws.

Not knowing where to start with bylaws, a lot of organizations use those of others as a template. I suspect that people choose to leave in elements that sound important and potentially useful when they really aren’t that important to the organization. I say this because a board I sit on tasked one of the vice presidents with a bylaws review and he essentially reported this very situation. The bylaws had originally been copied from a closely associated sister organization and there were portions that really did not apply to our activities. Advances in technology made other portions unnecessary.

To be fair, it is likely a group starting from scratch would include rules dealing with anticipated situations in their bylaws that proved to be extraneous. Time and experience is about the only thing that will reveal this to be the case which is why it is helpful to periodically review bylaws.

The other bit of information I wanted to draw attention to was a entry on The Nonprofiteer noting the availability of BoardSource videos on “the ten responsibilities of nonprofit Board members.” She also links back to her earlier entry on the Board Member’s Bill of Rights which bears reading.

Admittedly, the entry I link to is from February. I hadn’t the time to review the BoardSource videos until now. The video’s short, episodic structure make them faster to review than I thought. The way I see it though, many boards have likely taken a hiatus over the summer due to a lack of enough members to establish a quorum. This is probably an advantageous time for me to urge people to revisit the NonProfiteer’s entry to review the materials in preparation for an increase in board activity.

Merging Administrative Functions

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On occasion I cite consolidation of administrative functions as a method by which arts organizations in a community can cut costs by cooperating with one another. However, if pressed, I would have to admit that I wasn’t aware of any examples of such a thing working in practice.

So I was extremely pleased to see that the Nonprofit Law Blog has been running a series on this very subject. They cite four options that can be pursued, “an administrative collaboration, administrative consolidation, MSO (Management Service Organization), or external service provider.” The most recent entry gave an impression the series was finished but it hadn’t covered external service providers. If it does continue, I will post an update link here.

The first entry, Administrative Consolidations and Management Service Organizations covers those structures and outlines what situations they work best in.

The second entry, Joining Forces in the Back Office – Administrative Collaboration and Consolidation, talks about the collaboration and consolidation formats and presents some case studies. This is also the entry in which they define the different structures.

“According to La Piana Associates, Inc., an administrative collaboration is an informal, not necessarily enduring, arrangement to share services or expertise while each organization retains its individual decision-making power; an administrative consolidation is a more formal agreement that involves shared decision making (without changing the corporate structure) and the sharing of specific functions; an MSO is a newly created organization for the purpose of integrating administrative functions; and an external service providerinvolves the outsourcing of certain administrative elements.”

One thing I found interesting about the case study presenting in this entry was that the organization, Chattanooga Museums Collaboration achieved things you might expect- cut costs, leveraged their purchasing power, improved productivity and increased unearned income through joint fund raising activities. But the partnership also made them more competitive in the larger business landscape.

“Although the “immediate reaction is that it’s the smaller guys who are getting the benefit,” Kret corrects this misconception stating that through CMC, the Tennessee Aquarium benefits as well by generating revenue from typically nonrevenue places like accounting, increasing retention by offering key employees a higher level of compensation, and offering their employees a much more rewarding and challenging work environment.”

The third entry, Joining Forces in the Back Office – Management Service Organizations, contained a case study of an MSO formed by five social service organizations which now serves 13 groups. While MSOs are separate organizations formed to provide these services, unlike commercial payroll and human resource companies, MSOs are formed for the benefit of specific entities.

The MSO in the case study, MACC CommonWealth, has an auditor appointed by multiple boards. If that sounds like a recipe for disaster, you will want to read the case study which acknowledges that serving the interests of multiple boards and CEOs is potentially fraught with peril. So far, it seems to be working.

The most recent entry notes there are many successful collaborations among non-profits across the country. The main thrust of the entry are observations of why a cooperative effort funded by the The Lodestar Foundation, was unsuccessful.

The Lodestar Foundation provides grants for collaborative efforts and their website can give you a sense of the scope of the efforts being made in this direction.

Emily Chan who wrote the series on Nonprofit Law Blog cites a number of studies and books on the subject so the entries themselves provide a good starting place for exploring the possibilities offered by one of these avenues.

Stars of Google Reader

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I came across a number of interesting posts on blogs I follow on my Google Reader account and starred them for later review. Thought I would share a few…

Ken Davenport addresses some myths and rules to consider before investing in a Broadway show.

He also provides some interesting insight about wanting your first big project to be the Great American “X,” citing the examples (and advice) of Hal Prince and Stephen Spielberg.

Given the recent story about a mystery donor giving millions to different schools across the country with the provision the schools will not try to find out the donor(s) identity, the Non-Profit Law Blog entry about formulating a policy about what sort of donations you will and won’t accept seemed rather timely. Some recipients of this anonymous largess have checked with Homeland Security to ascertain the funds were obtained legally.