Category

Strategy

May 2018 Newsletter

By | Nonprofit, Strategy

Board Room Confidential: Working term limits to your advantage

It happens all the time. Board members serve for long, extended periods of time, sometimes indefinitely. This can make for a difficult and uncomfortable situation. You are grateful and value your board members’ dedication to your organization …. But it is time for some fresh ideas. A common question asked is:

HOW CAN WE BEST HANDLE THIS SENSITIVE TOPIC?

We interviewed Katherine Whitney, our cofounder and managing partner on this topic. She recently dealt with this common pushback and having over 30 years of experience in the industry, who better to explain:

  • Why term limits are so important; the risks in not having them and their added value.
  • The best approach to part ways amicably and keep these individuals engaged in the organization.
  • How best to move forward.

Question: Why bother with term Limits?

Katherine Whitney: Term Limits are a tough topic to tackle.  You can get away without them as long as it works, but when it stops working, I believe the organization is at greater risk of not making a smooth transition.  Here are some of the risks in not having term limits:

  1.  One or more people stop doing the work that needs to be done by board members, and there’s no graceful way to have them rotate off the board.  I’ve seen this happen with board members who love an organization and who have worked hard for it, but at some point, they just get tired or get involved in other things.  Because the organization is important to them, they don’t want to resign; because they’ve done great work in the past, others on the Board are hesitant to ask them to rotate off.  Then that lack of work lowers the standard for engagement for all Board members.
  2.  Especially, for an original founding board, there is the risk that a large part of the board wears out all at once.  Several key people are suddenly really ready to rotate off, but no one has been brought along to replace them.
  3.  People who are not on the Board but who are interested in the organization begin to sense that there’s no place for them at the governing level.
  4.  Adding new people to the Board increases the opportunity to broaden the circle. A Board that is filled with legacy Board members doesn’t have enough space for new members.

Question: Can we say goodbye on good terms?

KW: Absolutely. Most organizations have community leaders associated with them.  They can roll off the Board when their terms are up, stay off for a year and stay engaged, and come right back on to start a new term.  That can work well.

Another option is to consider an emeritus category.  Typically, you would limit the number of spots available, but this would give you a handful of spots for Board members who have gone above and beyond.  These seats are forever but are usually non-voting.

Question: How do we continue to bring new and fresh talent to join our board?

Answer: Cultivating and engaging new board members is challenging.  I often compare it to the discipline of getting & staying in shape.  It’s hard to build the processes and transitions that are needed, and you need to give yourself some time and be regulated about taking the right steps.

It’s best to get some buy in from Board members before you approach new people.  It’s important to have a process that the governance (aka nominating or board development) committee takes to:

  • Determine the skills and experience needed from new board members
  • Identify potential new board members
  • Agree on which ones to approach

In short, the lesson is clear. Term Limits are a necessity. They act as a safeguard not only for the organization but also to keep a healthy and productive environment in the board room.

Katherine Whitney is a co-founder and managing partner of Warren Whitney. With more than 30 years of experience in helping organizations reach their potential, Katherine has a passion for helping to strengthen non-profit organizations by building good business practices to support their missions. Katherine holds an MBA from University of North Caroline at Chapel hill, and a BS in Mathematics from Davidson College. She is also a graduate of Leadership Metro Richmond and a BoardSource Certified Governance Trainer. If you are looking for help with your business, email Katherine at KWhitney@warrenwhitney.com .

Katherine M. Whitney

By | Strategy

Katherine Whitney is a co-founder and director of Warren Whitney.  She has over 25 years of experience in helping organizations reach their potential.  She has a passion for helping to strengthen nonprofit organizations by building good business practices to support their missions.

Management Experience:

Most of Katherine’s work involves understanding the current position of an organization and working with its staff, management, board members, and other supporters to determine strategic direction and to create an approach to implement that strategy. In addition to facilitating strategic plans, Katherine uses the strategic direction of the organization to support:

  • Board development in areas such as board education, board member cultivation, board assessments, and governance guidelines.
  • Mergers of nonprofits from the feasibility study through implementation.
  • Organizational work such as succession plans and Executive Director / CEO Searches.

Katherine works across a number of nonprofit sectors, including education, human services, animal rescue, historic sites, conservation, membership organizations and foundations.  Her approach for an engagement is tailored to each organization with particular attention given to the organization’s culture.

Katherine’s training work includes topics such as “Roles and Responsibilities of Board Members,” “Board and Management Partnerships,” “Cultivating New Board Members,” and “Nonprofit Mergers.” She conducts training for specific organizations as well as for groups representing a mixture of organizations.

Education and Service:

Katherine received her MBA from the University of North Carolina at Chapel Hill and her BS in Mathematics from Davidson College.

Current community service includes serving on the boards of Northstar Academy, a K-12 special education school, and the Church Schools of the Episcopal Diocese of Virginia.

Previous board involvement includes St. Catherine’s School, The Virginia Home for Boys and Girls, the Heart of Virginia Council of the Boy Scouts of America, the advisory board of the Robins School of Business at the University of Richmond, The Greater Richmond Partnership, The Richmond Chamber, and RichTech. She is a 1992 graduate of Leadership Metro Richmond.

She has been a speaker on a national seminar circuit for manufacturers and currently facilitates workshops on nonprofit governance topics.  She is a BoardSource Certified Governance Trainer.

Contact Katherine by E-Mail

Key Considerations for Nonprofit Mergers

By | Nonprofit, Strategy

Cropped Katherine websize

Contributor: Katherine Whitney

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Many boards and nonprofit CEOs are quick to reel back at the mention of a possible merger. For some, considering a merger may be a necessity – for others it may just be a best practice as forward thinking leaders.   Important considerations include timing, mission alignment, operational fit and process.

 

When should nonprofit leaders think about possible mergers?  An obvious trigger point is when an organization is financially unable to sustain its mission.  In such circumstances, a merger may be a necessary option.  A less urgent time may be when, in the course of regular collaboration with others in your sector, you find partners that may be able to achieve more through a merger than either organization could separately.  A final example is when there is a change in a nonprofit’s CEO.  Strong boards are not afraid of thinking through whether a merger can strengthen their leadership talent.  In any of these cases, the decision may not be to pursue a merger, but by considering the option the board has taken an important step in pursuing its fiduciary duty.

 

What organizations are potential partners?  Some proponents of mergers seem to support a broad array of combinations of entities.  That’s not the best approach.  Once CEOs and/or boards have agreed on potential merger partners, serious testing of their mission alignment is in order.  Ensure that each party understands the other’s mission, vision, values and core programs.   A good test of alignment is to see whether the current mission of either party could serve as the mission for both.  Alternatively, draft a test mission statement that would be appropriate for the combined entities.  If you can’t write a compelling draft statement, perhaps the alignment is not strong enough.

 

If the missions align, will the organizations fit?  At this stage, a thorough feasibility assessment is in order.  Start by assessing the culture of each organization.  After mission, culture is the most important consideration – and the hardest to fix if there isn’t a good fit.  Beyond culture, a partial list of considerations include:

  • The impact on fund development. Will this strengthen the donor base, or will donors see this as an opportunity to cut funding?
  • The new organizational structure. How will leadership responsibility be merged?  Will positions be eliminated or will you need new positions?
  • The financial impact. Will the new model save money for either organization or will additional funds be needed to achieve the new mission?  What will need to change with compensation and benefits, and how much will that cost?
  • Governance structure.  Will the boards be merged?  Will a smaller organization have one or more board seats after the merger?
  • Corporate structure.  What is the best structure for the reorganization?  Merger? Acquisition?  A new umbrella organization?

 

Are there any skeletons?  Due diligence is an important step for both organizations.  The goal should be to have “no surprises” after a merger.  The list of due diligence documents includes corporate documents, minutes, financial statements, legal information and insurance information.  It’s easy enough to find the long list of documents to exchange; it’s critical for the reviewer(s) to be thorough and experienced enough to identify areas for further investigation.

 

What happens after board approval?  Leaders who have been through mergers will probably tell you that this is when the hard work begins.  Each of the areas considered during the feasibility assessment needs an implementation plan built around the actual planned merger date.  What legal documents need to be prepared, approved and filed? How do you bring staff together to form a new, well-integrated team?  How will accounting systems be integrated?  Who will actually serve on the board?  What are the details of the insurance policy?  One final, very important consideration, what is the communications plan?   

 

The process is not trivial, especially when you remember that the basic work of the organizations needs to continue all throughout the process.  Look for ways to provide assistance to the people leading the process; thank the CEOs and board leaders because they are doing more work than most people can imagine; and remember that it is worthwhile if you strengthen your ability to fulfill your organization’s mission.

 

Warren Whitney professionals are happy to provide additional insight on the merger process.  Please don’t hesitate to call.

 

 

 

 

 

The CEO’s Role in Creating a Great Board

By | Nonprofit, Strategy

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Contributor: Katherine Whitney

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If you find a great nonprofit, you will often find a great board behind it.  Workshops and webinars abound to ensure board members understand their roles and responsibilities.  We encourage governance committees to have a written description of board member expectations that are discussed with potential board members.   This article discusses some of the things that the best nonprofit CEOs do to help ensure they get the great boards they deserve.

The best CEOs:

  • Establish a personal relationship with each board member.  Board members, like most of us, tend to work harder to help people we know, trust and like.  The more the CEO knows about board members, the more s/he will understand the skills they bring to the board and the things that motivate them.  When there’s a job to be done, who is the best to ask, and how do you ask them?

 

  • Judge how much time a board member wants to spend on the organization and respect the board member’s preferences.   Some board members are “all in”  and have plenty of time to give; others may be “all in” but have to work within work or family time constraints.  Asking for too much, too often is a sure way to alienate a great board member.

 

  • Ask board members to tackle assignments that are meaningful to them and helpful to the organization.  Most board members want to make a difference.  If it’s not clear to them that they are adding value, they are likely to focus their attention elsewhere.

 

  • Provide good educational information to help board members stay abreast of key industry trends and issues.  It is not unusual for a board member to join a board without a great depth of industry knowledge, certainly not enough to be effective at setting strategic direction.  Books, articles and discussions will help them gain insight and a framework for making good decisions.

 

  • Say “thank you” more often and in more ways than anyone can count – and thrice over if the board member has ever held the position of board chair.

 

  • Find ways to keep past board members interested and engaged after their terms are over.  By the time a board member rotates off the board, s/he should be one of the organization’s biggest advocates.  It would be a shame to let a cheerleader like that lose interest.  An annual event that brings them back to the organization – along with the friends they made while on the board can be an easy step in that process.

This is an ongoing process that progresses over a board member’s entire term.  However, the best CEOs know that it starts as soon as the slate of new board member nominations has been approved.

 

Strategic Planning

By | Privately Held, Strategy

A family-owned business-to-consumer (B2C) company, was going through a transition in leadership. The company was not operating with the guidance of a strategic plan, and the incoming president thought this would be an opportune time to develop a new strategic plan. A planning process also was an ideal way to begin to change the culture of the organization to make decision making more inclusive and collaborative at the management team level. The client engaged Warren Whitney’s Katherine Whitney and Scott Warren to work as a team through this process.

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Strategic Planning

By | Nonprofit, Strategy

A new president had just been appointed to this nonprofit school. She and the board agreed that developing a strategic plan would help ensure that they had a common vision and agreement regarding important goals and priorities. Katherine Whitney facilitated the planning process.

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Board Cultivation

By | Nonprofit, Strategy

A nonprofit had been operating for 12 years, and its originating and early board members had been rotating off of the board. The organization realized that within the next few years, it would have a complete turnover in board members, and it did not have a plan for bringing on new board members.

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