Together in the Sandbox: Board and Staff Relationships


Friends of the THC

Anjali Zutshi and Angela Reed presented the webinar, "Together in the Sandbox: Board and Staff Relationships," in which they talked about board and staff roles and gave suggestions for how the two can work together effectively. Anjali is executive director of the Friends of the THC, the 501(c)(3) nonprofit that supports the Texas Historical Commission, and Angela is the Community Partnerships Program coordinator for the Historic Sites Division of the THC, a public agency that stewards historic sites across Texas that partner with their respective nonprofit Friends Groups. Anjali and Angela frequently work together to provide nonprofit resources and training not only to the THC’s Historic Sites Friends Groups, but to nonprofits of all kinds who attend their trainings.

The first step in working toward a successful partnership between board and staff is to first understand what type of board-to-staff structure you have, and if change is needed, what type is possible. Do you have a strong board and passive staff, or strong staff and passive board, or is the power balance somewhere in-between?

A traditional nonprofit—one with a board and executive director who is accountable to that board—will have more flexibility in how it engages with staff, while a Friends Group or supporting nonprofit—a 501(c)3 that exists to support another organization—will have limitations in how it engages with staff of that organization.

The key questions to answer are, when it comes to planning the direction of the organization, who makes the major decisions, the board or the staff? Is there a reason for that arrangement? Is the current dynamic working well to effectively serve your common mission, or is change needed?

Before you look at how to change, it is important to understand board and staff policies, and the roles each are asked to play within your organization. Learn what motivates staff and board members to serve the mission you all work for together. Know your limitations as well as your possibilities.

Together with board leadership and staff, talk about what changes you hope to see in order to do your jobs most effectively. Don’t be afraid to start from a “perfect world” scenario, and from there, insert reality checks to create more practical solutions. In a perfect world, what would the board like to see from staff in order to be more engaged as volunteers? And conversely, in a perfect world, what might staff need from the board in order for them to successfully carry out their operations? What do each of those scenarios look like?

Finally, from what you’ve learned and communicated with each other, create policies or a Memorandum of Understanding, or revise your bylaws, spelling out what you agree on will strengthen the relationship. Write job descriptions for board members, committees, and make clear the staff’s role with the board in their job description.

Then, stay in touch! Especially if board meetings are quarterly or less, decide when and how board leadership and staff will keep up with each other. Create a schedule that works for both of you, rather than making surprise visits or phone calls. Plan on weekly or monthly phone calls or coffee dates.

Some questions you may answer to create your policies:

  • What is the staff’s role as it relates to the board?
  • Is the staff an ex-officio member of the board?
  • Is staff regularly invited to board meetings so the two can share updates?
  • What does staff need in order to fulfill operations, projects, and programs?
  • What are the roles of board members, and should they be more clearly defined?
  • Does the board have standing committees, and what are their jobs?
  • Are there reports or plans that either of you need to do your work more efficiently? When and how do you need them?
  • What do board members need to feel engaged with the organization they support?

The most important thing to remember is that whether you are board or staff, you both serve the same mission and want to see your mission fulfilled successfully. Communication takes patience, practice, and even some skill. Oftentimes this process is best facilitated by an objective consultant so that staff and board members can participate fully and equally in building better policies together.

Even if relationships are going well, it’s important every now and then to assess what’s working, where you may be falling short, and how to fill communication gaps before they become chasms.

For more nonprofit training opportunities, check the Friends of the THC’s website.

Below are some of the questions from attendees that we were not able to answer during the webinar. Please note that neither Anjali nor Angela are lawyers, and states will vary on their nonprofit regulations. If you need legal advice, please consult a local nonprofit legal consultant.

Q: How is "executive" defined in the context of this topic?

A: We are defining “executive” as either the executive director of a nonprofit organization, or the site manager, operations director, or any other staff whose paid position is to lead and direct the daily operations, programs, and projects of an organization. 

Q: What advice and guidance can you give about fully engaging your board in collaborating and owning the strategic plan when the staff is more knowledgeable about the museum field, and the museum's own programs and audiences?

A: First, it’s important that both the staff and board be engaged as participants in a strategic plan (neither should take the leadership role) and that when the action items are written, it should also be made clear who does what, and in what timeframe. If that isn’t clear, or if the board or staff are “written out” of the action items, this is a good time to sit down with each other, go over the items, and specifically ask how one can be useful to the other. For example, if a new exhibit is being installed, the board cannot design the exhibit, but perhaps staff will give them a private tour to go over the details of the exhibit, and allow them to be instrumental in the exhibit’s opening events, with opportunities to describe and promote the exhibit to attendees. While board members must remember that staff often must adhere to their industry standards or may have directives from their chain of command that ultimately prohibit board members from being involved in all details of an organization, it is equally critical that staff understand that board members want and need to actively promote the organization’s programs, and they should be allowed opportunities to engage with the organization’s programs in ways that are meaningful to them.

Q: What recommendations do you have for re-energizing and re-engaging board members who have been very involved for a number of years, but now with a new executive director they are on "vacation" from their responsibilities?

A: There are a few different ways to think about this. First of all, depending on the situation, volunteer board members may truly have gone above and beyond, especially if they were filling in for lack of staff, and they now need a break. If that’s the case, then I would suggest granting those board members a hiatus; however, if they plan to continue their board membership, there should be a plan for continued communication and a hiatus “due date.” From a more systemic perspective, however, standardizing term limits in your bylaws, and allowing for an invitation to return after time away, can help guard against board member burnout. For example, bylaws may specify that all board members must end their board term after two years of service, but may be invited back after one year off the board.

Q: What do we do when the board feels ineffective because management controls all operations and provides the board with very limited information?

A: There may be one of several reasons that staff does not communicate with the board. They may simply feel too overwhelmed with daily operations to think about board engagement. Or they may think they’re sparing the board of operational details that the board isn’t interested in. And yes, sometimes staff choose not to communicate with the board for fear of being micromanaged. In this case, I would suggest that board leadership request a brief meeting, phone call, or just a chat over coffee, and broach the subject that the board would enjoy hearing more about the organization’s goals, projects, and programs so they can more fully support the organization. If you sense staff is reluctant to engage the board for fear that doing so will create more work for them, perhaps discuss the need to review and revise policies to define the staff and board roles in mutually agreeable terms. You can then work toward increased collaboration, such as writing into your policies that staff is an ex-officio member of the board. Express the board’s desire to communicate with staff in positive terms, that you need their expertise, insight, and partnership to be more effective board members. If the executive director is ultimately not willing to engage, ask if they might designate other staff to do so.

Q: How do you suggest a board or staff handles “caustic” members of the board?

A: This is one of the best reasons to have term limits built into your nonprofit’s bylaws or policies, so that no board member, no matter how “good” or “bad,” can remain on the board forever.

You could also ask the board to undergo strategic planning. With an objective facilitator, this type of activity will help the board renew its commitments, identify new goals, and give a voice to more positive board members who have an interest in moving the organization forward. Often, strategic planning can either redirect disgruntled board members toward a more positive direction, or those board members will decide that they’re not interested in supporting true change in an organization and will opt out of the board on their own terms.

Q: What would you recommend for the executive's first meeting with the board? Is strategic planning too big for a first meeting or does it show excitement for the site?

A: If you are new to the organization, it is probably best to wait a while to work on a strategic plan. The first meeting with a board should allow for time to get to know each other and to orient new staff or members to the organization. Strategic planning is usually best done when staff and board are familiar enough with the organization to understand its strengths and weaknesses, and you can then set realistic goals.

Q: How do we change expectations midstream? I'd like to propose new policies, but the board chair is nervous to ask current members to adhere to a new plan.

A: Typically, staff would work with a governance committee of the board to review and suggest changes. The responsibility of policy and bylaws changes should not fall to one person, neither board chair nor staff, but rather should be recommended by a committee that may include the board chair and staff (as ex-officio), and then be voted on by the full board. If you don’t currently have a governance committee, consider forming an ad-hoc committee for this purpose, and if your board is small, then the full board would take on this task, or even bring in ex-officio volunteers to help them review their bylaws and policies. Keep in mind that, unless there is an emergency situation, this type of change usually takes time. This could take from a month to a year to fully implement, depending on the size of your board, how often they meet, and the circumstances.

Q: I work for a museum that is owned by a separate organization. Budget cuts resulted in staff layoffs including the executive director, which the board was unaware of. The organization that owns the museum appointed an interim head curator to assist with mending the relationship and updating the bylaws. Is there anything you suggest we do in order to gain back trust and to mend the relationship between the museum, its board and the organization? Should we try to find another executive director to do this instead of a head curator?

A: Yes, I would suggest that you find either a new executive director, or an interim executive director, who does not currently work with your existing board or staff and who is knowledgeable in nonprofit best practices. It sounds like you’ll need someone with good communication skills, too (a skill that cannot be underestimated in these circumstances). Check with nonprofit resources in your community, such as nonprofit consulting firms that can objectively consult with your board and any participating staff. Interim directors can be contracted temporarily to help nonprofits through transitions. A good place to start for resources, blogs, and more information about board and staff transitions will be your local chapter of the Association of Fundraising Professionals or your local community foundation.

Q: Our nonprofit board just changed its name to a "friends" group. Prior to that, it simply had the name of our organization. I'm wondering if the articles of incorporation or the bylaws need to be changed to reflect the name change?

A: Yes, the bylaws and the articles should be changed, and the IRS should be notified. Please check your state’s rules, but in Texas, after a formal vote is taken by the board, you would first notify the Secretary of State (in Texas, use Amendment Form 424), then send a copy of that form to the IRS. When you submit your annual 990 or financial reporting to the IRS, you will indicate your name change there, as well. For more information on what the Texas Secretary of State requires, click HERE. For more information on what the Internal Revenue Service requires, click HERE.

Q: Can private for-profit companies partner with supporting nonprofits? What is the advantage?

A: There can be, and are, supporting nonprofits for private companies. They may be called a Friends Group, foundation, association, etc. The nonprofit’s mission would be to fundraise for, promote, and educate the public about the organization/building/site it supports, or in some other way promote the for-profit organization; however, it is important to remember that in order for the supporting nonprofit to fulfill its duty as a 501(c)3, it must serve a public good or have a charitable mission. For example, a historic building may be privately owned but will enter into an agreement with a group of volunteers who want to support the building, and so they form a Friends Group nonprofit to do so. The Friends Group’s mission would be to not only raise capital funds for the building, but also to educate the public about the importance of the home’s history to the community. The benefit to the private owner would be that the Friends Group, as a 501(c)3, can solicit donations, hold fundraising events, receive Hotel Occupancy Taxes, request grants, and enjoy any nonprofit benefits that the private owners cannot. However, the public benefit must be integral to the nonprofit’s mission.

Q: Do Friends Groups of private nonprofits need to be nonprofits themselves or can they use the 501(c)(3) of the organization they support?

A: If a Friends Group is soliciting donations, it should be using a 501(c)(3) nonprofit status, either of its own or of the organization it supports. If it is supporting another 501(c)(3) nonprofit, then the group is likely a volunteer organization that supports the nonprofit, and it can do any of the activities a traditional Friends Group would do without acquiring its own nonprofit status. There would be no benefit to it having its own separate 501(c)(3) status, and in fact doing so is likely to confuse donors and ultimately the two organizations could end up with competing fundraising initiatives.

Typically, a Friends Group exists to support a private or publicly-owned site/organization (owned by the federal, state, or city government—not to be confused with a 501(c)(3) nonprofit--because a public or private site/organization cannot solicit donations or grants, nor advocate to elected officials, and often is restricted in how it can use funds. It is for those reasons that a for-profit or government-owned organization will partner with a nonprofit Friends Group which has its own 501(c)(3) status.

Q: Are example bylaws and policies and procedures available?

A: There are several sites online that give good samples of bylaws and will have other resources about nonprofit best practices, as well: 

Q: Is it considered a conflict of interest when family members are on the board? Or when one person is staff and their spouse is on the board?

A: In the case of two family members serving on the board, it is not, technically, a conflict of interest. That said, they should not both be in officer positions that allow them equal access to the financial responsibilities of the board. One should not be the treasurer while the other is the chair, for example, because those are often the two positions that monitor the board’s budget and have access to accounts. It may be fine, however, for one to be chair and the other an at-large member or even secretary.

As to spouses who are staff and board, it is not advisable for an executive director who is accountable to the board to have a spouse serving on the board (this may not be the case for Friends Groups and supporting nonprofits, where the organization’s staff is not accountable to the board). The definition of “conflict of interest” can be relative, and just being a perceived conflict may be enough for a member to abstain from a vote; but technically, conflict of interest occurs when a board member gains financially from a decision the board makes. Therefore, a board member whose business interests are closely related to the board’s mission can serve on the board, but that member should acknowledge that conflict to the board, and abstain from discussion and votes when certain items come up that would directly benefit their business.

It is important that your board draft and maintain a Conflict of Interest Policy, and that all board members know and have a copy of that policy. Much more can be said of perceived or actual conflicts of interest, and the National Council of Nonprofits is a good place to start, where policy templates can also be found.

Q: We are just now building our guidelines for our community advisory council that will function as our governance entity for the next few years. What policies and guidelines do you think we should start working on first to help the work of that entity? How do we best cultivate that advocacy role?

A: Without knowing the details of this particular organization, it’s hard to say what exactly you will need; but in general, all organizations should start by determining their bylaws or policies that govern the group’s interactions. This would include information like your mission statement, location, and frequency of meetings; what format meetings may be held in (very important in these days of pivoting from in-person to remote meetings); how decisions are made and how votes are counted; term limits; council officer roles; where records are held; and any other important details that define the parameters of your organization. You should also have Conflict of Interest and Confidentiality Policies. There are many templates online that can help you with these documents, and we suggest you look for local sources to ensure you are following any state-specific rules. But it can also be helpful to reach out to other similar organizations and talk with their leadership to see what other policies they have found helpful for their circumstances. In many cases, volunteer and nonprofit organizations are more than happy to share those documents with others.

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