Pro Bono Partnership Pundit: Board Performance and Inertia

June 20, 2017

Change Legosz

I tend to be uncomfortable with change. I know I am not alone.

People’s resistance to change has spawned many different uses for the word “inertia” that have nothing to do with physics. There are cognitive inertia, business inertia, organizational inertia, and psychological inertia, to name a few. The common thread is that they all have some element of resistance to change.

While there is a strong tendency to continue doing what you are already doing, it is essential for a nonprofit board to periodically take some time to evaluate how well it is performing as a board, address individual board members who aren’t contributing and assess the effectiveness of the board’s stewardship of the nonprofit. Perhaps nothing needs to change and everyone is performing well.

On the other hand, perhaps the board can identify ways to improve. The board will never know unless it takes the time to assess its own performance.

There are, of course, the operational responsibilities of nonprofit boards that require regular attention during the year. If the organization is small and operates without an executive director, the board manages the day-to-day operations. Larger organizations will have an executive director. In either case, operational performance, including the executive director’s performance, should be reviewed at regular intervals during the year.

Overall assessment of board performance is a different matter. Certainly, a major purpose of the evaluation should be to assess how well the nonprofit is accomplishing its mission under the board’s direction.

There are other areas which should be evaluated as well, which may include, for example:

  • how effective the corporate governance structure established by the board is working;
  • whether it is time for policies established by the board to be reviewed;
  • how well the board performs its operational reviews;
  • how well the board’s meetings are organized and run;
  • whether members are receiving necessary information in a timely manner to meet the board’s oversight responsibilities; and
  • whether the board should create committees for more effective oversight of certain functions.

This evaluation should not be part of a regular meeting. It should be a meeting held solely for the purpose of the self-assessment. In advance of the meeting, board members should be provided with materials that will encourage them to think about how the board is fulfilling its duties and areas that may be in need of improvement. The assessment should be critical but in a positive and constructive way.

A board must also address any performance issues relating to board members. Timing and process for any action on such issues will likely depend on the facts and circumstances. In any event, if board members are missing meetings, not participating in a constructive way, or don’t fully appreciate their function and responsibilities, this should be addressed.

As with other board programs, no one evaluation process will suit all nonprofits. The timing and structure of the process should be tailored to the specific needs of each nonprofit, the stage of its development, the resources it may have available for the process, and similar considerations.

A mature nonprofit may want to hold a one-day retreat for its board and retain a professional to present and facilitate the assessment program. The board of another nonprofit may find it appropriate to simply schedule a board meeting with board performance being the only item on the agenda.

The important thing is to be intentional and thoughtful about developing a process of self-assessment that is robust, not just perfunctory, and following it on a periodic basis. That process should emphasize an honest assessment and constructive review of board performance.

Pro Bono Partnership has resources available for boards that want to develop a self-assessment process.

Kent Hansen

Kent E. Hansen is a senior staff attorney with Pro Bono Partnership, Inc.  Pro Bono Partnership provides free business and transactional legal services to nonprofits serving the disadvantaged or enhancing the quality of life in neighborhoods in New York, New Jersey, and Connecticut.