All Things Nonprofit Boards: Part 1

Boards…Boards…Boards. They can make or break a nonprofit organization. In a few weeks, we will be launching a series of conversations focused on nonprofit boards. Join us today for a sneak peek of what is to come.


0:09 Cynthia Rojas

Hi, good morning. I have no idea this was rolling. My timer says 12 seconds have passed. All mine, I apologize for that. Some technical difficulties, but you are not here to hear about my technical difficulties. We are going to start a series on all things nonprofit boards, and we are so excited. Today’s show we are going to talk about what you can anticipate for the next several weeks.

In terms of topics. Do you have a fully engaged board? Or do you struggle to even get your board members to meetings? nonprofit boards are an essential component of a nonprofit organization. In fact, they can make or break your agency. So join us as we talk about all things nonprofit boards.

1:36 Cynthia Rojas

Hi, everyone. Welcome to Coffee Time with Masterminds, a 30 minute show for and with leaders of nonprofit mission based organizations. We welcome our viewers in the USA and our listeners in Australia. Welcome. And if you are listening to us or viewing us today, put your name and where you’re from in the comments. We always want to hear where our viewers are coming from. So you are watching Coffee Time with Masterminds. I am Cynthia Rojas and I want to bring on my co-host, Pieta Blakely.

2:15 Pieta Blakely

Good morning.

2:16 Cynthia Rojas

Hi, Pieta, you could tell I’m a little excited.

2:20 Pieta Blakely

I’m excited too. I have a lot of questions about this topic.

2:24 Cynthia Rojas

Yeah, yeah,

2:27 Pieta Blakely

Since I joined the board, I have worked with the board, But I’m still not really sure how they’re supposed to work.

2:34 Cynthia Rojas

Yeah. I love that. I think there are board members who don’t know how they’re supposed to work. You’re not alone. Yeah, this topic and making it a series is inspired by the fact that a day doesn’t go by, that I don’t hear either about an issue. Or hear how a board member or board of directors is helping or moving an organization along or hindering an organization. So we figured, well, to a major component of a nonprofit organization. There are legal ramifications and legal implications to being on the board, but also having a board as a nonprofit. So why not talk about it?

3:26 Pieta Blakely

This is great. This is a good time. I think a lot of organizations are sort of in a reset. And the board is where you know, is the place to start?

3:36 Cynthia Rojas 

Well, well, let’s jump to that part of the conversation, which is how boards have changed since COVID-19. Right, so your traditional board role may be looking a little differently these days. And I just wanted to know what you, Pieta, have you experienced anything in your organization in terms of shifts in board role or responsibility?

4:09 Pieta Blakely

Well, I don’t know that I have a sample. I’ve seen a lot. I think I’ve been hearing a lot of conversations about what level the board should be involved at.  And as part of this, maybe I think you probably know better than I do that they had to get more actively involved in day to day work during COVID Because there was more work or there was less staff or there were new initiatives.

And in my experience, it’s always bad when you have board members in operations. So, we could talk about why. right?  You could probably fill in from a more theoretical perspective why it’s bad. So, I think like, there’s what I’m hearing is some conversations about distinguishing between board, big picture strategy work and staff. Everyday getting things done works. I bet you.

5:09 Cynthia Rojas

Yeah! so that’s exactly what’s happening right? Boards look a little differently. traditionally you did not want your board to be involved in personnel matters, right? The only personnel matters your board should be involved in is in hiring, evaluating and supporting the leader of the organization. There is a very clear separation of duty, much like we have in our three branches of government not being saying what they are.

5:45 Pieta Blakely

But this is really important, the way I understand it, is the board hires and manages the executive director. And they trust them. They trust them to do their job. When the board is going around the executive director and doing anything under the executive director. they are signifying that they don’t trust them. And it would be better if they replaced them with somebody that they don’t trust. That’s how I see it.

6:15 Cynthia Rojas

Yes. And I I see it so many times, with their board members that are just aligning with staff and by passing the ED and never good, no good has ever come after that.

6:33 Pieta Blakely

I think it also gives the board members too much of an underground perspective, right? Their job is to be thinking at a high level and five to ten years out, right? And understanding what’s going on here and now and today is kind of a distraction to them doing their job well. Would you see it that way?

7:03 Cynthia Rojas

Yeah. Oh, yeah. Absolutely. Absolutely. Now, EDs may consult with their board about personnel issues. But board members should be clear that they’re either playing an expert role because they’re an employment attorney, or they’re an HR expert, or they’re playing a supportive role, right? So if I don’t handle conflict really well, and I have a staff member, that is confrontational.

And I want to speak to my board chair who oversees 100 people and deals with this all the time. Let’s be clear that I’m going to help you in a supportive role. Right. And so that happens, because the board members are also there to guide executive directors. So, yeah.

7:53 Pieta Blakely

Let’s take it from the background. Why do we have Boards?

7:56 Cynthia Rojas

Yeah. Yeah

7:59 Pieta Blakely

Because I think a lot of organizations, small organizations set them up because they have to. Right? It’s part of their five influences process or whatever process but they might not know why. From an organizational perspective, they’re doing it. So, can you give a little context?

8:14 Cynthia Rojas

I did a little bit of history, checking boards, and I don’t know if they were already existing in other countries, but our settlers brought about the concept or design of the concept of boards of directors. And it all started with this organization. And you know what, Massachusetts, that should be like the capital of the US. They’re always at the front.

8:48 Pieta Blakley

I already got behind that idea.

8:50 Cynthia Rojas

You got to work, the Massachusetts Bay companies, the first company to have a set of Board of Directors, and what they wanted is really a different way of leading an organization.

Now, the article was really complicated. And that has something to do with state laws and government, and what role does government play and so a lot of our settlers were coming in and building enterprises, right.

And so this private ownership thing, again, really complicated, but the idea of building a company that will be ran or run by 13 men, and it did say men, instead of one was a new concept. Right? And then so this is in the 1600s. Yeah, right. This is interesting.

So they were all men, and they were chosen for their honesty, their wisdom and their expertise. That was the criteria. I don’t think that Much has changed. In terms of what our board, what we look for, and our board members, I think do want. expertise is really important. Wisdom is really important. And of course, we all want these people, but to try to talk about the legal reasons is that because they are tax exempt, they are designed to have a body of people independent of the organization.

So these are external individuals that oversee the organization to make sure that it’s doing what it’s supposed to do. And just tax exempt status. So that’s illegal. That’s your reason. Now, there are three, so I could go on with my little background, and then we’ll move into more interesting stuff. But they’re really just three, we’re not just but there are three main duties of a board and their duty of care, making sure that we use all of our assets.

And this includes facilities and people and all that good stuff that we are running in organization, right, duty of loyalty, and that we are following our mission in all that we do. And we are taking care of any conflicts of interest. And then duty of obedience, where we are following the laws and regulations of both the state, and also our very own bylaws. Those are our primary legal duties.

11:47 Pieta Blakely


11:48 Cynthia Rojas

So as we move on, though, I’m going to do more fact checking, because I think that in the same article, in Harvard University and Yale University are named as part of this issue of boards and universities and these universities were just starting, and there was a lot of conflict and difference of opinion and how they should be ran. So lots of good stuff that will be coming up. This is our primer show. That is definitely going on, what is the history? And what does it look like today? But I thought that you and I could talk a little bit about how boards changed?

12:37 Pieta Blakely

Yeah! I mean, I think a lot of people think that the board’s primary function is fundraising?

12:44 Cynthia Rojas


12:46 Pieta Blakely

And so that’s something to talk about. And but there’s some ways I agree, some ways that I disagree. I think we’re also when you talk about those responsibilities of honesty and wisdom and expertise.

 I think that we’re starting to define expertise, differently, and more broadly, right. And so now, organizations are starting to be very conscientious about having more diversity on the board, especially having more lived experience on the board. Whereas we used to just define expertise in a way that was very exclusionary, often very exclusionary, of the populations being served, or people with lived experience.

13:39 Cynthia Rojas

Yeah, I was thinking about that. And when I read off the three criteria for the first known set of board members in the US, I thought it was interesting that wisdom was different from expertise, right? You’re wiser because of our lived experiences. But something happened along the way, that for some reason, these voluntary organizations started to feel that wisdom came from a very specific kind of person, or population.

And what we’re finding today is that wisdom runs together. If you are a youth serving organization, and you do not have young people on your board, I ask that you evaluate that. Right. There is wisdom that you are missing out. Because although we’ve all been teenagers, I think many of us have forgotten what that feels like. And when that teenager today.

14:44 Pieta Blakely

Teenagers in today’s environment, it’s different.

14:47 Cynthia Rojas

Yeah. So I think I think we moved away from that wisdom piece, and we’re trying to bring that back. And we look at wisdom as a key characteristic. And I think that’s what COVID did. Well, noy COVID, what happened three months into the pandemic, with the murder of George Floyd. Really, and he was not the first to be murdered, and unfortunately, will not be the last, or has not been the last.

 But I’ll tell you this, what his murder did to our universe and to our nation has been astronomical, right? And really forced, or really encouraged the board members to look at their DE and I to look at what Diversity and Inclusion means, because there are things happening. And those 13 Men may not know what to do.

15:44 Pieta Blakley

Yes. Yes. And this goes back to, you know, the origins of not for profit work, right. And it’s a very paternalistic approach, and a very unprofessional approach, where people who came from outside of the community would come and say, what was best for this community?

16:10 Cynthia Rojas

Yeah, we have a lot of that.

61:15 Pieta Blakely

Yeah. Yes, we still have a lot of that, we got to kind of undo that.

16:18 Cynthia Rojas

Yeah, yeah. One of the people that I want to bring on the series is a woman. she’s so funny, and is a woman who has enormous diversity on her board. And I think this is her first role as an ED.

And she didn’t think there was another way. So when people ask her how to bring  a parent on herboard? she’s like, What, don’t you have parents on your board? How do you get black and brown people on your board, she’s, you know, black and brown. She’s like, to her, it’s so normal. And so I really want to bring her on the show, because she doesn’t see it any other way.

17:09 Pieta Blakely

I talked to a man. A long time ago, he was the executive director of an organization in Boston, an African American man. And he’s had an incredibly diverse board, a majority minority word. And he also had a huge give or get, so this is coming back to fundraising. Right.

And some board members are obligated to either donate or to fundraise from their friends large amounts of money. I look forward to hearing what you think about that. But without sacrificing his give or get he had this majority minority board, and complete disdain for people who said, Oh, well, like we just can’t have any people of color on our board because they’re required to fundraise $100,000. It’s ridiculous.

17:58 Cynthia Rojas

How did he do it?

18:02 Pieta Blakely

Yeah, he did it. It’s not a problem.

18:06 Cynthia Rojas

 Oh, you know what, I want you to bring him on the show.

18:09 Pieta Blakley

We are going to go for him next year? Yeah.

18:11 Cynthia Rojas

Yeah. So, you name some other responsibilities. So there are three duties: care, obedience, and I forget the third, loyalty, but there are other responsibilities, right? They are the accountable voice. Right. They are to serve as ambassadors.

There are some boards that are expected to fundraise, which I want to say I am against, I want to write a book called “The non fundraising board”. First of all, when many of us think of the word fundraising, we have one thing in our mind for most of us, and that is, I am not going to ask my friends for money. And until we have that perception,  we are not, we should not use the word fundraising, because it looks differently for board members; it’s more ambassadorship.

Can your board speak about your organization? Right, so we are going to talk about that but I’m highly against that. And then they should also be working with the ED and staff if that’s appropriate on strategic direction. And I purposely stay with the ED because if you are a board member, that is only doing the strategic direction for the organization. I need you to check yourself, are you the right person to do that? Right without knowing the day to day operations. So you want to do that in partnership.

20:00 Pieta Blakley

Yeah. How have boards been disrupted? The piece that you talked about more diversity and equity is a really interesting one.

20:21 Cynthia  Rojas


20:22 Pieta Blakley

I mean, are you seeing board compositions change?

20:26 Cynthia Rojas

They’re trying to change. You know, unfortunately for us, I am not sure why in that trio, why diversity got there first, right? It’s the first. And maybe it’s because you need diversity to have inclusion now you can have inclusion, which breeds diversity, whatever. A lot of boards stop at the diversity number. Yeah.

At the diversity part of the DE and I what I am hearing, because I talk to leaders all the time, and I talked to board members, I had a board member tell me the other day, I said, What inspires you to be on this board? And she said, Are you kidding me? I was asked, because I’m black? And I thought that’s got to feel not good.

 And I have to tell you, a lot of people have told me that since then, a lot of black and brown people.

So when you start with diversity, it doesn’t help the organization, right? Because we’re different. We see the world in a different way. We see philanthropy in a very different way. We see the social service sector in a different way, we see art differently. And we see this concept of boards, I tell people all the time, is more of an American construct.

I don’t know one person that’s ever told me when I grow up, I want to be a board member. I know all the dinners I’ve had with my peers, no one has ever said I cannot wait to serve on the board. No, it’s not something that comes up. So you. So people from a different culture have to be cultivated into a boardroom. If I told my mom, who by the way is very fluent in English. Mom, I sit on the board of the ASPCA or the American record, you look at me and be like, what?

22:30 Pieta Blakley


22:32 Cynthia Rojas

Isn’t that like, yeah, she would actually yell at me because she says, There you go volunteering your time again, do they pay you money? This is an unpaid position. How many hours a month?

22:43 Pieta  Blaklely

That is part of the diversity, equity and inclusion conversation. Maybe they should be paid?

22:49 Cynthia Rojas

Yeah. Because originally, board members were meant to be wealthy, because this is how you build up social status. I mean, the federal government may have a lot to do with building non nonprofit organizations, but they’ve never fully funded them. So yeah, they originally were recruiting people who had money that could donate. And so that needs to change. It needs to change.

The federal government needs to be responsible for our nonprofit boards. I mean, for our nonprofit organizations. We should pay individuals. Another thing that has changed since COVID, is that there is more board participation in day to day operations? And I’ll tell you, what,

23:47 Pieta Blakely

Why do you think that’s happening?

23:50 Cynthia Rojas

I’m sorry?

23:52 Pieta Blakley

Why do you think that’s happening?

23:53 Cynthia Rojas

Yeah, because COVID is very complex, and no one has gone through it.

23:58 Pieta Blakely

Right, no one anymore.

24:01 Cynthia Rojas

That has led through a global pandemic. And so what EDs have needed is really the support and the wisdom and expertise of board members, as we think about huge organizational shifts, like we’re going to go from having an office to having some of our staff work remotely.

That’s a different kind of business model. Right, that needs some thinking and needs policies, it needs thinking and needs a budget. We look at the budget implications. It’s big, it’s a board member helping leaders, in that regard. Since COVID, we have been very intentional or leaders have been very intentional to ensure that staff are at the center of organization, right?

 We used to think of staff as doing the work for the client, and it was always about the client, COVID taught us that our staff is people too. And that the health there will be is just as instrumental as it is here for those that we are serving. And so that’s a huge organizational shift for some nonprofits. Right. I know nonprofits that are shutting down next week, the whole organization we had.

25:29 Pieta Blakely

I think we had nonprofits that are shutting down next week.

25:30 Cynthia Rojas

Yeah, yeah.

25:32 Pieta Blakely

Just a different culture.

25:34 Cynthia Rojas

Yeah, that’s huge. It has budget implications, it has liability implications. Literally, it does require the board to make some decisions and to make these things formal.

25:53 Pieta Blakley 25:53 – 28:30 Voice inclusion in an organization

One of the things I’ve been hearing is an emphasis on voice and inclusion in the organization. So people, what it sounds like, to me is, leaders want to include everybody in the organization in every decision. Right. And then there’s some tension around whether that’s an organizational structure or a culture. Right? And I wonder if that, you know, does that contribute to some of the confusion about what the role of board members is?

26:25 Cynthia Rojas

You know, this is really interesting. I had a conversation the other day, I don’t remember with whom. about workers and organizations. I was actually told of two: one is right on my desk in the post and  note that I am going to contact. I don’t know. I don’t know.

26:45 Pieta Blakely

I don’t think I’ve heard of that. So there is. There’s just real fear. Right, going back to our workforce topic, right. Employers are a little nervous about their workers leaving right now. And, you know, they’re a little frantic about keeping them happy. So is including them in every decision. Maybe a reaction or an overreaction to that.

27:07 Cynthia Rojas

I love that

27:11 Pieta Blakley

Yeah. But I also think it might be partly a response to COVID that was like, boy, you know, for two years, we haven’t really known what we’re doing. Right.

27:26 Cynthia Rojas

They still don’t know what we’re doing. And then, There is risk management. So our management of risk has elevated because now we have safety issues. Right? Do you know, some of the things that nonprofits had to deal with early on is, do we pay employees for when they’re sick with this deadly virus? This is early in the pandemic? Or do we make them use their sick days? Right? What do we do When someone is ill? Do we enforce mask-wearing in the workplace? What happens when we infect somebody and we have a super, what’s it called ?

28:12 Pieta Blakely

Super spreader? Yeah, that’s a lot of organizations. They’ve been letting everybody participate in decisions, because they need everybody to feel comfortable with it. And so that is probably just infiltrating into other kinds of decisions.

28:30 Cynthia Rojas

Yeah, so a lot has changed, a lot has changed. And so this will be a very interesting series. And we are going to start it with the author of a book that I think is amazing, cool. “Stop the blame game”. It is about him, from his perspective. He thinks that there is a role for EDs in truly engaging their board to help them become high performing board members. And so I think it’s a great book, and it’s coming along later in January. And that’s going to start our board series. Before that, we are going to do some introductions about what started the new year. So I’m excited about that.

29:24 Pieta Blakely

It’s going to be really great shows for executive directors, current board members, and especially for new board members.

29:31 Cynthia Rojas

Yes, yes. Yeah. All right. Well, this is the end of this show. And I want to say thank you to our viewers and to our listeners, and we look forward to seeing you during the board series, but also next week at 10:30. Thank you. have a great weekend.

Pieta Blakely

About Pieta Blakely

I help mission-based organizations measure their impact so that they can do what they do well. I started my nonprofit career as a teacher in workforce development and adult basic education. It was important work and I was worried that we didn’t really know if we were doing it well. In the process of trying to answer that question, I got a Masters in Education and a PhD in Social Policy, and became an evaluator.

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