Dear Nonprofiteer:My wife is the development director for a nonprofit animal welfare organization. I am a dues-paying member of the group, which entitles me to a vote, and to have input at group meetings.
Is it improper for me to express my concern to the board members about policies and practices I have a problem with? My wife has asked me not to, and I understand why.
Last year, I was chairman of the group’s nominations committee. We were charged with recruiting and vetting potential candidates for our board of directors. The application process involved assessing the candidate’s background, skills, network and, not to put too fine a point on it, access to people with deep pockets. This year, the chair of the board made a decision on her own to revise the board member application so that it more closely resembled the application our prospective volunteers fill out. I also have a problem with the fact that all the nomination committee members this year are also board members. I’m not saying that our present board is completely dysfunctional, but even so, I would think that if even if a partially dysfunctional board is picking out its own replacements, that’s like perpetuating the problem.
There are other problems I have with the group, but those two are ones I feel strongly about. The problem is that I wouldn’t know this information except through my wife, because board meetings are not open to the general membership. Even employees aren’t allowed to attend unless they are invited or ask for (and are granted) a spot on the agenda. That’s another thing I have a problem with.
What is my recourse?
Signed, On the Outside Looking In
The real question is, what recourse do members have when the Board of Directors is leading the organization in a manner unsatisfactory to its members? And that in turn is dependent on the group’s bylaws. From what you’ve reported, the Nonprofiteer gathers that the organization is Board-governed rather than member-governed, meaning that members have very little power. You say you have “a vote . . . and input at group meetings;” but it seems that votes at group meetings aren’t binding on the Board of Directors, which holds the real power.
But even if the group can overrule the Board of Directors, you’re only one member of the group. Your “recourse,” such as it is, is to persuade your fellow members that something is rotten on the Board, and secure a group resolution (binding or not) proposing that the Board Nominating Committee include members who are not on the Board and/or that the Board members’ job description be revised to emphasize the need to give and raise funds.
But you say you wouldn’t know about the membership of the Board Nominating Committee, or the revision of the Board members’ job description, except through your wife. That strikes the Nonprofiteer as bizarre: neither of these things can be considered confidential. So you’re well within your rights, as a member of the group, to say to other group members, “We don’t even know who’s on the Nominating Committee, or what they’re looking for—how come?” and to petition the Board to release this information. That way you’re asking a question that any group member would ask—”Who’s being recruited to the Board, to do what, and by whom?”—and not breaching the confidentiality of Board-meeting conversation.
On your general point: most nonprofit Boards are self-renewing, recruiting new members through a committee of old members. It’s a best practice to have the Nominating Committee chaired by someone who’s leaving the Board rather than someone who’s staying on it, and it’s probably also a good idea to have the Nominating Committee include representation of the organization’s various constituencies (including, in your case, the group); but there’s nothing suspicious or untoward about an all-Board Board Nominating Committee.
In sum: don’t express your opinions to Board members, particularly concerning things you’re not supposed to know. DO express your opinions to fellow group members, and if you’d like to know who’s on the Board Nominating Committee and what they’re looking for, secure a group resolution to that effect and have it presented to the Board as an inquiry by the collective.
In other words: don’t embarrass your wife. Her income is at stake.