Governance That Works: Four Quietly Powerful Practices

By David Beecher

As I began drafting a piece on the value of board retreats—a highly visible and strategic element of good governance—I found myself continually returning to the quieter, often overlooked aspects of board governance. While retreats and officer elections are headline-worthy, effective governance is equally rooted in foundational practices that rarely make the agenda headlines. Before diving into board retreats in a future post, I want to shine a light on four often underestimated components that play a vital role in successful board operations.

1. Implement Best Practices for Board Bylaws

I have often likened board bylaws to the zoning commission in your hometown–very boring, highly technical and rarely exciting, but perhaps the most important element in the governance structure of your town in the case of the zoning and for a nonprofit relative to bylaws.  Here are three practical suggestions for maintaining bylaws:

• Schedule Routine Reviews: I recently consulted with an independent school that had not revised its bylaws in over 100 years. While I respect tradition and do believe in the old axiom, ‘if it is not broken, don’t fix it’, clearly modernizing your bylaws is crucial.  Example: Covid forced us to allow for video conferencing/voting etc.  Now, post Covid, board members from afar, or those who may be sick, can still participate adding value to your meetings.  Agility and flexibility are important elements of governance management.
• Make your Bylaws Understandable: Most bylaws have old fashioned, out of date language at best, or at worst language that is not clear or understandable creating confusion or stagnation. Using clear, common-sense language ensures future board members fully understand their responsibilities.
• Safeguard Due Process: Make sure that your bylaws do not allow for shortcuts that might prove detrimental to your organization. Be sure that a rogue member or small group of members cannot act counter to the board’s role or counter to the organization’s mission. Be positive that careful deliberation and decision making remain a hallmark of your governance structure.

2. Board Committees with a Purpose

Committees are meant to streamline operations and to provide more targeted approaches to governance responsibilities and support to the CEO.  That said, do not manufacture a reason to justify a committee, or create a committee to satisfy the blowing winds of constituent concern.

For example, boards have a fiduciary duty to have an audit committee to independently assess and hopefully bless the financial operations of the board, the business office staff, and the CEO.  There is a distinct purpose first and a committee is constructed to handle that responsibility.

Each organization will have differing needs for certain committees, however each nonprofit board must have the following:

• Executive
• Governance (including nominating etc.)
• Finance
• Audit

For independent schools and colleges, I would suggest the following committees are critical in addition to the above:

• Development/Advancement
• Student Life (covering Admission, Academics, Wellness, Athletics et. al.)

Additionally, an ad hoc Strategic Planning committee may be instituted in the years that you conduct a SP process.  Conversely, committees that exist only to hear briefings from staff and then regurgitate those reports to the board and then go nowhere need not exist.

3. Effective Onboarding & Mentoring

Based on my experience serving as a board member for various nonprofit organizations, I would assert that the recruitment, nominating process, voting structure, onboarding and mentoring of members ranges from non-existent to outstanding. Here are four key suggestions related to the stewardship of a board member through the process:

• Maintain Transparent Communication: First, as you begin to seriously consider and vet a board member candidate, keep them informed of the process and the timetable. Assign one person to be the potential candidate’s liaison and make sure that person is in regular contact with the candidate.
• Assign a Mentor: Once the new member is voted onto the board, assign them a mentor, a veteran member who hopefully has some commonality with the new member–perhaps she knows him, or will serve on the same committee moving forward or perhaps have served on another board together.
• Conduct an Orientation: Invite new members, their mentors and key staff members to an orientation before the first board meeting of the year. Create and deliver a full agenda for that orientation meeting but also attach it to a social occasion (such as a dinner) to warmly welcome the new member.
• Continued Mentorship: Have a veteran member remain their mentor for one full year, as each part of the year presents different aspects of your organization’s calendar and activities. And, of course, make sure the new member knows they may have direct access to the Chair of the board if needed.  Be sure to have the CEO check in with each new individual throughout the year.

4. Post Membership Stewardship

An independent school where I served on the board for nine years gave me a warm send-off and a thoughtful gift—but then failed to stay in touch for years after my departure. Once that school decided to embark on a capital campaign, they tried to reengage me and flooded me with donation requests.

That is the opposite of quality, appropriate stewardship.  I enjoyed my work on that board and appreciated having the opportunity to serve.  Here is a better model of stewardship post membership:

• Stay in touch: It seems too simple to even mention, however the above example necessitates this bullet point. Communicate regularly, making sure the board member stays on the mailing list for organization newsletters, updates etc.  Consider sending Insider updates from the CEO or Board chair to all former board members at least once per year
• Leverage their expertise: Consider using former members as ad hoc members of various committees. For example, when the outgoing Treasurer of the board retires from service, she does not go from being the expert on the organization’s budget to knowing little or nothing.  Consider using that member as an unofficial mentor to the new Treasurer or at the very least secure their assurance to be “on call” for the CEO if needed.
• Engage their networks: Continue to capitalize on the retired member’s network of contacts to help advance the school. Again, when they leave the board, they take with them valuable assets; try your best to retain access to those assets and retain them as ambassadors.
• Show Appreciation: Recognition goes a long way. Feeling valued keeps former members invested—and more likely to say “yes” to future campaigns or initiatives, as my introductory example with the capital campaign indicates. If they feel connected and appreciated many, if not most all, former members will want to support future endeavors.

Good governance is absolutely essential to the overall success and well-being of the school, college or nonprofit organization.  While big-picture strategies and major initiatives matter, these below-the-radar elements are often the glue that holds everything together. Don’t overlook them—they may be the most important work your board ever does.