Do you wish your board members would actually do what you expect them to do? Internationally acclaimed board expert Simone Joyaux is here to help. In this thought provoking training, Simone will show you how to fire your bad board members. And how to know when your board members are bad simply because you haven’t been helping them. She’ll even give you tips on changing your own practices so board members know what is expected of them.

She gives questions to ask, pointers for having difficult conversations, and ideas for handling good and bad board members. You don’t want to miss this training!

About Simone Joyaux

Described as “one of the most thoughtful, inspirational, and provocative leaders in the philanthropic sector,” Simone consults in fundraising, strategic planning, and governance. She works with all types and sizes of nonprofits, speaks at conferences worldwide, and teaches in the graduate program for philanthropy at Saint Mary’s University, MN.

Simone has written three books and contributed to several others. She blogs weekly as Simone Uncensored and writes a monthly e-news.As a volunteer, Simone regularly serves on boards and has founded two organizations.

Currently she chairs the Advisory Board of the Centre for Sustainable Philanthropy at Plymouth University in the U.K., and the Board of Planned Parenthood of Southern New England.

Additional Materials for Firing Lousy Board Members

Download the audio here: Firing Lousy Board Members MP3

Download the slides here: Firing Lousy Board Members Slides

Download the additional handout that at: Firing Lousy Board Members Advanced Handout

Transcript for Firing Lousy Board Members

Marc: Well, welcome to another edition of NPA Presents, a Nonprofit Academy's monthly training webinars. I am thrilled to see so many of you live here on this presentation. I know that a lot of you are going to be listening to this as a recording.

As we get started, I'd like you to just repeat the same sort of list of things that we do for housekeeping. Questions are welcome throughout the training. Please either tweet them with the hashtag #NPAPresents, as you see that on your screen, or you could e-mail them to me: marc@fundraisingcoach.com.

You can also use, if you are watching online right now, you can see there is a Q&A box on your screen. Feel free to jump right in and ask your questions there. I will be fielding those as they go through, and people have used that for technical questions, as well as for content questions. I will be sure-Simone has asked that I interject them as we go, and I love that, because that's how I like to operate, too.

My guest today-whenever I think of Simone, I think of the word "provocative." Maybe that's what the "P" stands for in your name, Simone-Simone P. Joyaux.

Simone: I like that.

Marc: I love listening to Simone, because she makes me think differently than I normally do, and then I get to this place with her where I realize, "Oh yeah, I'm in total agreement," but she says it in such a way that I have to question my suppositions of what I'm thinking, and I'm saying this out of experience from having trained with her in Rhode Island a couple of years back, and just getting to hear her present to crowds both of staff members and of board members.

I'm sure you are going to be delighted-you are probably already intrigued by the title of this particular webinar, "Firing Lousy Board Members," but I think you are going to be really engaged and delighted. This is someone that you are actually going to want to have come to your boards, because she is a board governance expert, among other things, and she's international.

Not only as a person is she international, but she does this around the world. So, Simone, in the tradition of Nonprofit Academy light intro bios, I just want to turn the floor over to you so that we can all glean from your wisdom. Thank you so much for being here today.

Simone: Well, thank you for inviting me, Marc, and thank you, everyone. You know the concept of a headline or a title, like The Girl with the Dragon Tattoo? Is that not a great book title?

So, that's the way "Firing Lousy Board Members" is intended to be. It's intended to wake you up, shock you, provoke you. And then, of course, you see the subtitle: "And Helping the Others Succeed."

In reality, what we are going to talk about today has everything to do, pretty much, to ensure that you don't have to fire a lousy board member, but nonetheless, the opportunity is available. I want to start with the concept of good governance, because that's what a board does, and that's what a board member does as part of the group that is the board.

First of all, as just about everything in the nonprofit sector or in your nonprofit business is true, it's a staff responsibility. You are not going to run a theater company or a health-care organization-a hospital, whatever-with only board members who know what's going on and the staff doesn't know the body of knowledge.

So, in order for your board to be effective and your board members to be effective, you, the staff, have to understand what good governance is, what the body of knowledge is, and there's just tons of information out there about it.

The board needs to listen to staff experts, and the board needs to make sure that they hire an executive director who understands what good governance is. Now, it's interesting, because within the last year, I was doing a strategic planning process with an institution, and there was a really major player who was on the board.

He made the comment to me that good governance doesn't really matter, that the board doesn't really matter, that it's really the staff. On the one hand, there was this little moment that I said, "Oh yes, some days, I just want all boards to get washed away with the pouring rain that's happening at my house right now," but the rest of the time, I think to myself, "The purpose of the board is to be a check and a balance counter to, or with, the staff."

I once had an exec say to me-she was listening all the time to her board saying, "Oh, we trust you. You just do everything right. We trust you." And she finally started practically yelling back at them, and said, "That's not good governance, of course you're supposed to trust me."

Marc: Good for her. Goodness.

Simone: But, you're not supposed to, like, just say, "Oh well, since you said it," you're supposed to ask for proof. There's the old-I think it's Colin Powell-"Trust and verify." When the board-I've been observing a board, an organization whose board has turned into a cabal of totally dysfunctional, disconnected people who couldn't care less about the organization, and the executive director left in frustration.

The rest of the staff is going to leave. The interim director doesn't know what she's doing, and the organization is probably going to go out of business. So, good governance does actually matter.

So, again, I want to make a very critical distinction here, okay? The concept of a board is a group. It's a group of people. No single individual within the board has any more power or authority than anybody else, including the board chair.

Marc: You just stomped on a whole bunch of egos right there, Simone.

Simone: Yeah, I know, I know. I know, and I've chaired any number of boards. I'm currently the chair of Planned Parenthood of Southern New England, which is a two-state organization, a $30 million budget, and any board decision-governance decisions-are not mine. They are the board's, and the rest of the decisions are staff.

There's not a single thing I decide. I am a facilitator. So, you have to distinguish between the board the group and the individual board member. Sometimes, the board as a group is a problem, and sometimes, individuals within the board are a problem.

One of the things I like to say to people is "You deserve competent board members." The board deserves competent board members, but you know, they don't just grow on trees, and-big warning-I once had a gentleman-I was doing a session with a board about governance and fundraising, and a gentleman reached over to me, patted me on the arm, and said, "Well, missy, I've served on more boards than you are old."

Now, this was many, many years ago, so perhaps he had served on more boards than I was old, but I knew the stuff, and he didn't know some of it, and I actually had an IRS handout to show him, from the federal government here in the United States.

Just because someone served on a lot of boards doesn't mean they actually know much about governance. It's a body of knowledge. You deserve competent ones. You darn well better make sure that your executive director knows what this is.

So, you see there on the screen, if you will, I want-and I find that it's absolutely essential-to be sure that your board and your board members understand the distinction between the group and the individual.

A really good board approves a job description of the board and the performance expectations for all board members. Those two policies-the board's job description and the performance expectations of all board members-they are virtually the same for every, single nonprofit organization.

It doesn't matter what type you are, whether you are a hospital or a theater company. It doesn't matter what your budget size is. The job is the same for the board as a group and performance expectations for all board members ought to be the same, too.

You will see samples of those in the handout that Marc provided to you and also on my website in the Free Download Library, and you will be able to distinguish that the board job description is always using words, phrases that can be used in a group.

For example, the board is not responsible for fundraising, because how can they do that in a group at a board meeting? The board is responsible for ensuring that funds are raised, and individual board members help fundraise.

The board identifies behaviors, skills, and diversity necessary for the board. The board typically has a committee called the Board Development Committee or the Governance Committee. The old-fashioned name is Nominating Committee, very old-fashioned.

Marc: So, what do you call it now?

Simone: Governance Committee. Board Development Committee. A lot of organizations don't want to say "Board Development Committee," because it sounds like "Fund Development." The "Nominating Committee" is very old-fashioned. It sounds like the only thing it does is nominate candidates. A "Governance Committee" or a "Board Development Committee"-same thing-is a committee that helps make sure that there are the right policies in place around governance.

They are the group that handles performance appraisal of individual board members and performance appraisal of the board as a group, so it does a lot more than just nominate, and I want to emphasize that screen candidates with comprehensive interviews.

As those of you who are on the phone understand, Marc and I know each other. We don't know each other extremely well, but we know each other. Is he automatically going to say that I would be a good board member for some group that he's working with or am I going to say he would be a good board member? No.

Marc: No.

Simone: We may say . . .

Marc: Sorry, did I say that out loud?

Simone: We might say we suspect Marc might be a good board member, or whatever, but it's a job, even though it's not paid. Then-I always like this-you've got to get commitment to the expectations before nominating, because, you know, performance expectations will say things like, "you have to attend board meetings," because governance only happens when the board is together. You have to go to those meetings.

You could be our biggest donor and the nicest person we know, but if you don't go to board meetings, you're not a good board member. You know, I'm always fascinated by that one, because people, you know-Marc, they will ask somebody to be on the board, because they are such a big donor, or they'll say, "Well, you know, sometimes they are going to have to be absent."

Well, of course. If you had to go to the hospital, you'd be absent for the board meeting, but I want board members who will inconvenience themselves on our behalf. So, Fleetwood Mac, one of my favorite rock bands, it's only performing the fourth Tuesday of January in my area, but that's the night of the Planned Parenthood board meeting. What will be my choice?

There is no choice. I'll be going to the Planned Parenthood board meeting. Because I am a consultant like you are, Marc, you can control when you go on vacation, right?

Marc: Right, sort of.

Simone: I control when I go on vacation, too, so in the spring, I go on vacation. I go to France. My partner is with me. It's a short visit, and he says to me, "How come the visit was so short?" and before I can answer, he says, "Oh, you must have a Planned Parenthood board meeting you have to get back to, and I said, "Yes."

That's what good board members do, and we get their commitment before we ever nominate them. Again, we are trying everything we can to avoid firing a lousy board member, right?

So, the other thing that has to happen, other than picking the right people, is that the staff have to effectively enable board members and the board itself. When I talk about "enabling," and I write about it a lot in my book, Strategic Fund Development, and also in Firing Lousy Board Members, it's the staff's job to sort of shape things for us.

If the staff puts on the board meeting agenda "What color should we paint the conference room?," what do you think we will talk about? The color to paint the conference room.

Marc: The color of the conference room, ew yeah.

Simone: And of course we should not talk about that. The staff has to give us background information. I'm thinking of-since I'm on the board of Planned Parenthood and it's a health-care organization, if you are in the U.S., then right now it's the Affordable Care Act. It's a really big deal.

Well, I'm not going to go research the Affordable Care Act. It's the staff's job to. Then, to help shape and say, "This is the framework of this new law we have to play in. Here are some of the questions we must ask ourselves."

it's like when a fundraiser-imagine, Marc, that you are a board member, and I'm the fundraiser, development officer of the organization, and I say to you, "So, Marc, I would like you to take these five names and go raise money from them." Is that good enough? Can I just say that to you?

Marc: Ew. I even get a little stressed just thinking about that, and I teach this stuff.

Simone: Yeah, because I need to tell you what their relationship is within the organization.

Marc: That would help.

Simone: You are a fundraiser and a fundraising coach, so you know how to ask, but I'm going to talk with you about how much to ask for and what stories particularly resonate with that person.

This is all sort of enabling stuff. You want me to be a good board member? I had someone say to me the other day, "I just don't feel like I'm being a good board member." For example, I don't have time to read the stuff they send, because they send it like the day before the board meeting.

This colleague of mine said, "I don't have enough time to read it by the next day." I said, "You have to tell the staff that that's unacceptable." They can't send the stuff that late. Actually, I'm exaggerating, because he said they actually send it while he's driving to the board meeting. It wasn't even the day before.

So, if we want to have competent board members, effective board members, which every organization deserves and needs, then we have to effectively enable them. Okay, so we need to define some terms here.

I realize that "lousy" is not necessarily a particularly professional term, but it sure does have a ring to it, doesn't it. So, what's a "lousy board member"?

Marc: Actually, Simone, you are saying that and it strikes me-on a different level, because I say this whenever I speak-but bad board members are largely our fault.

Simone: Absolutely. I say the same thing, and actually, I'll do a little side bar and tell you a personal story. I was an executive director when I started in a nonprofit sector of a small organization, arts organization, in Lansing, Michigan, where I grew up, and I went to a board meeting.

I then came back from the board meeting, and my two, director-level staff had been at the board meeting, too. I came back from the board meeting, I walked into my office, and I sat down on the floor in the corner of my office behind the desk, rocking back and forth crying, and I was crying so hard that I was retching.

My two staff people who had been at the board meeting walked in, and they were not surprised, because this was a fairly typical board meeting. You've got to ask yourself, "What was happening at these board meetings that I'm going into my office, sitting on the floor, rocking back and forth in the corner, retching?"

It was very easy to say to myself, "Well, they are obviously jerks." I mean, they are just awful, this board. But as time passed and I moved on to another organization, I said to myself, "I wonder how I might have contributed to that?"

Well, my ignorance about good governance, my not really understanding this concept that I talk about, which is "enabling," "leadership," or whatever you want to call it. It's helping them do the right stuff.

I can always remember being last minute to the board meetings, like I was just rushing in. Instead of being all planned, meeting and greeting, and all sorts of stuff. It's look in the mirror.

Then, if you can answer, "I've done everything I could," then, it's their problem. Until we really examine ourselves, Marc, I agree with you. It's my problem.

Marc: Wow. And I guess the powerful part of that is there is a Franklin Covey quote that I love that that puts us back in the driver's seat. We're not just victims. There's something we can do about it.

Simone: Exactly.

Marc: Okie dokie. What's a lousy board member? I didn't mean to derail you, I'm just having this moment of "Wow!."

Simone: Yeah, exactly, well, that's what I'm hoping is happening to everyone. A "lousy board member" is someone who does not adhere to the performance expectations and the articulated behaviors.

Again, performance expectations are going to say things like "attend board meetings," "prepare in advance," "bring your materials with you." I never allow extra copies to be distributed at board meetings. You didn't bring your stuff? It's a business meeting. You didn't bring your stuff? Then share with somebody else. How useful is that, since, presumably when you read the stuff, you wrote notes on it?

So, adhering to performance expectations, inconveniencing yourself, not going on vacation, or going to see Fleetwood Mac. Alright. Everybody has to give a gift to the best personal ability, and by golly, if that's twenty-five bucks because you're the single father of six kids and you work in the public school's kitchen. That's okay.

But, by golly, if you are the CEO of the largest corporation in your state where you are operating, you darn well better be giving us a big gift, because don't want you on our board if we are not one of your top priorities. Don't let me find out that you give other places more money.

So, performance expectations, behaviors. One of my favorite experiences that I always remember is I was on a board, and we were having a very confidential, very professional conversation at the board meeting prior to nominating or finalizing a list of candidates for a list of candidates for board membership.

There was a name that had been suggested, a person who had lots of skills we wanted, met the diversity we needed, et cetera. We were talking about this candidate, and one of the board members said, very quietly and professionally, "I've worked with that individual a lot, and she always wants to be boss."

At that board meeting, very professionally, we said, "Okay, then, she's not a candidate for this board, because one of the behaviors we have is team player, respect." A lousy board member is someone who does not adhere to either the performance expectations or the articulated behaviors.

The concept is they are both articulated in an interview. The next question, though, is the difference between "Are they intentionally lousy?," "Can they be saved?," "Are you an effective enabler?," or they can be saved and they aren't intentionally lousy.

The Governance Committee or Nominating Committee, whatever you want to call it, is the one who is talking about all this. This is not an individual's decision. The board chair doesn't get to decide this stuff. Neither does the executive director.

The executive director and the board chair may bring it up to the Governance Committee, and then the Governance Committee says, "Okay, we need to talk to them." So, the idea here, when you talk to a board member about performance issues is it's just like talking to a paid employee: you are respectful, you try to get them to understand, you share examples of non-performance, right?

You respectfully probe what's going on. You talk about the changes that have to happen. You ask if there's a way you can help make those happen, and you don't just lecture the person. You let them participate in the conversation, and then you secure commitment for change, because -

Marc: Now, what's your take on-when I've done this, I try to generally orient myself to-people tend to want to do the right thing. They tend to want to do a good job. I'll tend to go on-I'm on the Executive Committee and the Nominating Committee of a local nonprofit here-and we actually call it a "Nominating Committee," unfortunately.

Simone: Just disband it. You can change it.

Marc: I'm going to review that in our next board meeting, but part of what we do is, if there is somebody not showing up, we-and I'm the one that's assigned to have that conversation-I'll say, "We've noticed this. We've noticed that you haven't been able to attend meetings."

Simone: Yes.

Marc: I try to do it in a-not in a grilling someone like the CIA, no waterboarding or anything, but, "Let me help you out. Is this a good fit for you still? Should we let you be on a committee? We'd love to have you as a donor."

Simone: Right, exactly.

Marc: Okay, is that the kind of style?

Simone: That's absolutely. To me, it's, "We are trying to show them that we care and that we've noticed. We want to find out if it's something that we are doing. What if the person says, "Well, you know, I keep missing meetings because every time I come, I feel disrespected. I'm really shy and I never get a chance to talk."

Well, then that's a facilitation problem, because a good board chair is supposed to be facilitating and saying things like-and I joke about this-I'll say, "I actually expect you to say, 'Whoa, Simone, stop talking.'" I'm not offended by that. I expect the board chair and the executive director, who should be observing what is going on, to help manage those things.

Furthermore, I also expect fellow board members to do it. I'm sitting next to you. You are the quiet person. I notice you tried to start to say something, and I call out at the board meeting, "Hey, call on Marc. He's got something to say," because the board chair may not have noticed not doing it on purpose. We are all responsible for what's happening in the room, every single one of us.

So, I am trying to find out what's going on, trying to show that we notice, trying to then get them to either say, "Yes, you are right. I have not been performing well. I will improve." Or, I want them to say, "Yes, you are right. I have not been performing well and I cannot improve. I guess I better step down." that's what I'm aiming for: to help them understand where they are at and to get them to initiate.

So, you are in essence counseling someone to resign. I had to counsel an employee to do that. It's this conversation, and sometimes it might be the board chair who has the conversation, but it's been decided by this governance committee.

You actually have to agree. You have to come-I'll just go back to the other slide-you have to secure commitment to change. "Yes, I'll be at the next board meeting. Yes, I'll be attending my committee meetings. I'm really sorry. You know, things have just been really bad." That's the first talk.

Hopefully, there is improvement, but what if there isn't? Then, to me, they got that one chance. That's it, because they already weren't performing. Now they've got the chance, but they didn't improve.

So, now my job, as a member of the Board Development Committee, who is going to have the conversation or whatever, is to get them to resign. I don't want to have to fire them. I want them to resign.

Now, we have to call and express more concern. Note that you said you were going to come to the next board meeting and that you were going to come to the next committee meeting and that you were going to be at the fundraising event, and you weren't at any of those.

It just seems like this is not the right time for you. Then, they say, "Well, but, I love you. I want to stay on the board." That's when you say, "You could be on a committee," because-parenthetical note to all of us on the telephone-the rules for being on the committee are not quite as arduous. You don't have to come.

Or, "We'll still involve you and pick your brain at times, but you don't get to be on the board when you don't follow performance expectations." So, we are trying to get the person to resign, and sometimes, what I've seen happen is I'll say, "Well, geez, Sarah, you weren't able to change and I understand. It just seems like it's not the right time." Then, Sarah says, "Well, I guess. Maybe it isn't," and I go, "Yeah, that's right. It isn't."

"So, we'll just tell the board that you've resigned due to personal and professional reasons. We are never going to bring this up to the board that we talked to you 10 times and then fired you. We are trying to keep relationships viable.

Marc: True.

Simone: We let people resign with grace. This is all about being gracious and professional. That's what you are aiming for. The reality is sometimes the board person won't resign, and that's when you just have to say, "I'm sorry. We're accepting your resignation. I'll send you a letter.

Marc: What do you mean?

Simone: So, here, we've gone through it with Sarah, "Well, yes, Sarah. I do think you should resign." "No, I don't want to. I love you. I'm not going to resign." "But, Sarah, you haven't been following the performance expectations and the behaviors, and it harms the group dynamic. We all agreed to behave that way, so you need to step down." "Well, I'm not going to. I don't want to."

"You really don't want us to take this to the board to have to have a vote do you?"

Marc: I love that question. That's a great threat question.

Simone: Yeah. We are releasing you and we are still going to save face by saying you had to step down for personal and professional reasons, and everybody is going to go, "Yeah, well, I guessed as much, because she hasn't been to any meetings."

Marc: Right.

Simone: Because what you really do not want to do is ever, ever have to vote someone off the board. I mean, just think about that: most bylaws say something like "you can remove board members with or without cause" or whatever.

My bylaws, which you'll see a copy of in the Free Download Library on my website, they are much more due process-oriented and that sort of thing, but can you imagine, Marc, going to a board meeting where one of the actions on the agenda is to remove [inaudible 00:30:24] from the board for non-performance?

Do you want that in public? That's even going to be in the audit trail in the board minutes.

Marc: Wow.

Simone: That's just awful. Then, there's the other really dumb statement in bylaws that if you've missed two consecutive meetings, you are assumed to have resigned. Well, I missed one, came to two. I missed two, came to one. Missed two, came to one, ha ha ha ha ha ha. I didn't have three consecutive absences, so you can't get me off, you know?

Marc: I'm only laughing, because I've had these conversations with our committee. Okay, they just showed up. We're keeping a tally. We have a little score sheet at the next board meeting while they are here. Okay, so I guess they are not resigning yet.

Simone: Well, yeah, because it's our chicken way of saying, "If you miss three consecutive board meetings, we assume you've resigned." "Well, I didn't miss three consecutive. I missed two, I came to one, I missed two, I came to one. Do you really want me on your board?"

I teach in a Master's Program at St. Mary's University in Minnesota every year, and one of the courses I teach is governance. One of my students, after she got her Master's, sent me an e-mail saying, "So, I fired myself from the board I serve on. I couldn't make the meetings. Something kept coming up, so I walked into the last board meeting and said, "Hey, people. You should have fired me. You should have enhanced my attrition, but you haven't, so I'm firing myself."

Marc: "Enhanced my attrition."

Simone: Right, that's the phrase I use, which is actually something that I heard a colleague use 30 years ago. Our goal is to enhance attrition, it's not to thank and release. It's not to fire. It's to enhance attrition, but if we are not smart enough or they are not smart enough to allow that to happen, then you are going to have to, you know, fire them.

Marc: So, let me ask you on that person firing you, because I've had that conversation with organizations, where I know I'm not a good board member, and I know that having my name on their list is not doing them any favors, because I'm not that important or famous, and I know that, in the organizations I've been on, when you have people like that that are just names on a list because you think they bring credibility, they bring nothing to the table.

So, I know it's not helping, but they still desperately asked me to stay. How do you-one of the questions that's kind of coming up with us, I guess, is, "What if the organization you are talking with or working in has a kind of 'warming the seat' mentality where we keep people on past their term limits because we are just so deathly afraid of a vacancy?"

Simone: What I'm hoping is that the people on this phone call, in this webinar, the people that listen to you, Marc, and that listen to me, are about creating a stronger nonprofit sector and stronger nonprofit organizations, and no one who understands what good governance is and recognizes when their own performance is bad should stay on a board.

They should demonstrate to the others that that's not what good, competent, caring people do.

Marc: Yeah, okay.

Simone: This student of mine, her attitude was she looked at the board and said, "You should have talked to me about my non-performance. I love you, but I will not stay here. I am going to do what you did not do. I am firing myself, because I've been a lousy board member, and you should have fired me or you should have enhanced my attrition. All you had to do was talk to me, and I would have said, 'Yep, you are right. I need to step down.'"

They kept saying, "No, no, stay." She said, "No." That is inappropriate. That is bad governance, and I will not allow myself to be a participant in bad governance, even though you want me to be.

Marc: Wow. Your saying that makes me realize how awesome my wife is, because she's done that with a board. There was a board that said, "We don't want-we want a working board," but wouldn't tell her what to do.

After a period of time, she got really frustrated and she had a conversation. They said, "No, no. We want you. Here's what we can do," but then they never really told her what to do, so she finally said, "I am not helping."

Simone: No.

Marc: Yeah, so what she was doing was being a good role model for what good governance is. [inaudible 00:35:04]

Simone: And there you have an example of lousy enabling, because they weren't helping her do the right stuff, and lousy governance. You know, I'm a little bit tired of mediocrity, and I'm hugely tired of dysfunction. I'm hugely tired of dysfunction and I'm really tired of mediocrity.

The vast majority of boards that I know are at mediocre or dysfunctional. I'm talking about the big boards with all the sophisticated, important people.

Marc: Yes.

Simone: So, it's unacceptable, and all we are doing is just reaffirming that the nonprofit sector is incompetent, can't get decent staff, or whatever.

Marc: I hope this doesn't go off-topic too much ,but we have smart people on our boards. They are people who make really brilliant decisions in other parts of their life. That's why they are there, whether it's social, or business, or strategic.

I joke that we take off our worldly business, hang it up on the hat rack, and make dumb decisions, but if it's so endemic and then we blame the sector. As board members, we say, "Well, the sector is inept."

Simone: I think it's partially because we are volunteers. Again, it goes back to my earlier comment about, "Are you willing to inconvenience yourself?" That's a fascinating conversation, to use that word and that concept, to have a conversation at a board meeting saying, "What does it meant to inconvenience yourself to serve on this board?"

And honestly, I have had people say to me, "Well, I'm not going to miss my spouse's birthday." It's like, "You're not going to miss your spouse's birthday?" I was like, "Wow, I haven't been with my spouse for his birthday, my birthday, or our marriage anniversary in ever, practically." I mean, really? It's that sacrosanct? You can't miss your kid's soccer game Saturday morning for the annual retreat?

Now, if it's the tournament game, your kid is playing, and it's the only time, well then, okay, you might have to miss a couple hours of the retreat, but honestly, I am stunned at, "You know it's only a volunteer activity. It's only a nonprofit organization."

You know, one of my fantasies-because I live near Hartford, Connecticut, one of the insurance capitals of the world- that and Bermuda apparently. My fantasy is that directors' and officers' liability insurance won't hold for individuals who miss too many board meetings. Wouldn't that just be so cool? I want people punished.

Marc: Yeah, there would be teeth in it, then. That would be great.

Simone: Exactly. Exactly. The other interesting thing to think about is people who are inconveniencing themselves, working hard and everything, do you think they want to stay on a board where other people aren't doing this, aren't behaving properly? You'll lose your good board member.

Marc: So, it's just like an employee, like you said, again, because I know employee morale goes up when you fire the underperformers.

Simone: Absolutely.

Marc: It's just like in a family: when one sibling isn't pulling their weight, the kids know. You can't fire your sibling or your son or daughter, but-oh wow. I'm making all sorts of connections, but I know you've got slides. Sorry about that. That was a [inaudible 00:38:54].

Simone: No, no, but that's exactly right. I mean, it's like I can remember my mother saying one time-because I'm the eldest of six kids-so back when I lived there, we were all younger, my mother said something about, "I told you not to do that, so how come you, the other kid, actually think you can do it? I told the other kid not to. It's the same rules."

I sort of comment on some of these, some of the usual, cheap, chicken excuses: "Let's wait until the person's term expires." I like that one a lot, because imagine that you've just selected me for a three-year term, and within the first six months, you realize that I am your worst nightmare come true. Are you going to just wait two-and-a-half more years, see how much more mess I can make? That's fine.

I've already talked about-ranted about-if you miss three consecutive meetings. Then, "The person is a big donor," so you'll sell your soul for money. Go for it. I mean, are we so sure we can't keep the big donor?

I actually had a big donor one time say after her big gift, and then the CEO was saying, "Why don't you consider being on the board?," and she said, "Please don't punish me because I've given you a big gift. I don't want to be on the board."

Marc: That is good.

Simone: Or, "You know, the person is really important in our community." I always find some of these things fascinating, because here is somebody really important in the community you've asked to step down off the board, and you think, "Wow, it'll get around."

What's going to get around? That you asked them to step off the board because they weren't doing a good job? No, because the person isn't going to ever talk about it like that, so it's just, you know they are all cheap excuses, and we have to fix it. We have to fix it.

In all the experiences I've ever had-and I've been thinking about firing lousy board members since about 1980-thinking about it and then doing it as board chair, etc. So, 1980. That would be 34 years ago. I have not experienced any real problems with this.

Most people are pretty impressed that you are that intentional and plan-ful. You can graciously get people to resign, step down. You've got to ask yourself why you ever . . .

Marc: And like some firing of employees, it's kind of a relief, because they already know that they are not pulling their own weight.

Simone: Right, and you didn't embarrass them, and you know what, "Well, everybody is going to know that I was asked to step down because I wasn't performing." Well, they might all know, but they are certainly not going to talk about it, because we didn't vote you off, and the voting off thing is just appalling.

Marc: Have you seen that? Because I haven't seen that as a board item.

Simone: Okay, well, I haven't seen it, but I had someone tell me this story. The person was not performing, wasn't doing what they were supposed to do. They tried to enhance the attrition. They tried the thank-and-release. None of it worked, so they had to bring the person to the board, and they voted the person off. Then, they had to get a restraining order, because the person kept following and going to board meetings.

Then, they started-they would change the date of the board meetings and have secret locations, and finally it stopped. But you know what? That doesn't happen very often. I mean, really, I was so flabbergasted when I heard that, I had never heard it before.

No, this is about creating a good board and setting a culture within the board-the norms. The norms of the board should be, "We have performance expectations. We are supposed to do it. If we don't do it, we could get asked to step down. Nobody would ever know we were asked, but it is part of the culture of the organization that we deserve good board members and that they deserve to be effectively enabled.

This is going to go back to your earlier comment, Marc, but we are going to go look in the mirror and figure out how much of this we did wrong as a staff.

Marc: Wow, so one of the questions-and I don't know where to put this question, so I'm just going to ask it now-you mentioned setting everybody needs to give, and you mentioned different dollar amounts. The question is, "Should there be a setting of a minimum dollar amount, what's your take on that, and does that ever go in the bylaws, or is it just giving that goes into the bylaws?"

Simone: There are any number of organizations who actually put in their bylaws, "To be on this board, you have to give a minimum of [inaudible 00:43:49] $5,000," or something like that, or $20,000 or whatever.

I do not approve of that, professionally, because what it does is it means you can only have certain kinds of people on the board: people who have that kind of money, because it's not give or get. You can never say that. Every single board member must give a financial contribution every, single year, or you can't ask anybody else for money. Every, single year, every single board member must give a gift.

Marc: Great point.

Simone: And I don't want a world-which is the world we have, actually-that is all about the size of your pocketbook, the size of your wallet. There are people on boards who can only give $25, and I'm not talking about in a small organization.

I mean, wouldn't you like someone on your board who was well-connected and did lots of community organizing and blah blah? I don't care if you are a $30 million institution or a hospital, which is however big that is. They may be a wonderful board member, but they can only give $25. That's fine. Who cares?

So, I do not like a policy about how much someone has to give. I don't want it in the bylaws, and I don't want any minimums. I want the policy to say, "Every single board member will give a gift to the best of their personal ability, every single year." There it is. They have to help fundraise, and they have to help nurture relationships, and they have to attend board meetings. They all have to do the same thing.

Marc: So, how do you-another question is, that I've gotten-not during this but before is "How do you re-institute that?" You've got a dysfunctional board that you lied to. You said, "It's going to be fun, and it's not going to be a lot of work."

So, they are on the board, they are sitting around, and they are taking you at your word. They are trying to have fun, and they are trying to do no work. Mid-course correction, how do you start instituting reviews and onboarding job interviews?

You can start it for new people, but you've got this body of people-that's not how they've been trained. Those are not the expectations they've set.

Simone: You know, everything starts in a media race, practically, unless you are starting a new organization. We never did this fundraising event before, but now we are going to do it. We didn't do this program before, but now we are going to do it.

So, you simply-what you have to do is you have to get sufficient people on the board, and in the Governance Committee, and the Executive Director to decide that it's a good idea to evaluate the effectiveness and competency of our governance.

We are going to evaluate it, and we are going to make changes. To me, there are two different approaches to that. There's the sort of primary care, primary health approach, which is, "Well, we haven't looked at these things in a long time, and they are the sorts of things to look at, periodically, just like you have an audit every year, right - a financial audit."

Then, there's the shock-and-awe version, and the shock-and-awe version is Penn State, the BP Oil Spill, Rutgers, let's see the American Red Cross again, yeah, still, whatever.

Marc: Well, the one I called you about last week, there was a governance question I often-Simone is one of the people I think of, and last week, I was interviewed about a small nonprofit here in rural Maine that the Executive Director, the only staff member stole $3.8 million over the last ten years or so from it by just pocketing checks from donors, and the bank deposited them into his own account.

So, yeah, the board, it turns out, only met annually, and then there was an Executive Committee that sounds a lot like that glad-handing of "no, we trust you." He was all too eager to say, "Good, trust me," apparently, because allegedly all this money is gone. He said he figured it would be found out eventually. I don't understand that mentality, but the board was asleep at the wheel.

Simone: We act as if change is never necessary or reviewing things. I would hope that an organization is questioning whether its mission is still relevant, and that they question that periodically. I mean, you know, Coal for the Poor. There's a fund like that in Rhode Island. Coal, okay? No, it's more like "heating for the poor." They have to expand the concept.

We should be talking about these things. We should be doing regular checkups. If you are doing performance appraisal of the staff, why wouldn't you do a performance appraisal of the board members? You do an audit of money.

Marc: I guess that would make the CEOs feel better, too, because if you do a performance evaluation-the board should be doing performance evaluations on the CEO or executive director . . .

Simone: Of course.

Marc: Right? I mean, that's part of the governance, is it?

Simone: Yeah, absolutely. It's part of governance. It's not like any of this stuff is supposed to be offensive. It's good business, so if you haven't done a governance self-assessment, which is different than a board member assessment.

If you haven't done a governance assessment, you need to do one, and you ought to do it now. There's an example of one in my Free Download Library, and all you have to do is download it and use it.

Those are standards of good governance. This is not a bunch of personal opinion about stuff. There's a good way to do stuff, and a not-so-good way to do stuff. So you just [inaudible 00:49:45].

Marc: Part of what Simone is referring to, too: she's referring to a handout that comes with this training. It's in the Online Vault. Just go to the Nonprofit Academy, go to the Board of Trustee's section, and click on her page. The slides are already there, and the handouts there, the recording will be there once we are done actually doing the recording.

She's got a job description, she's got points of good governance, so this could be a great way to start a conversation with the people in your organization.

Simone: There's even more in the Free Download Library on my website, and then my blog. They are sorted by category, and there's a ton of blogs on boards and governance. Nothing should-things don't stay the same. We are supposed to be looking at them regularly.

So, if you haven't looked at your bylaws in the last decade-wow, you should really look at your bylaws-if you haven't looked at your board job description or don't have one, or you have conflated board members with the board, which is most of the stuff I look at, then you start looking at it.

So, it's time to do a review of governance.

Marc: Okay, so talk about that, the conflating-I know that's a question that-again, this hasn't come in, but I know it's a question out there. You are the one who really brought it home to me that the board is only a board when it's together as a group, that individual board members are not the board.

So, that goes from the rogue chair. In this case, he is the boss of the CEO, to just board members saying, "Well, don't you understand? I'm a board member. I'm going to tell you what your supervisor and the boss should have had to do.

Simone: Right, to executive committees. I'm on a mission to destroy all executive committees.

Marc: Why? Because you want me on the board, you want my opinion, why would you segregate it to a few people on an executive committee?

Simone: Exactly. There's an article in my Free Download Library called "Destroying All Executive Committees."

Marc: Totally made sense when you first said that. I was like, "Of course. If I'm on the board, what am I? Just a pretty face? Hopefully, you want my brain and that you'll know that I'll be discrete enough to not blab about what we are talking about, because that's what part of the board performance is."

Simone: Right, and if you violate confidentiality, we might remove you, too.

Marc: Yeah, definitely, and staff, too. If staff violates confidentiality-it's scaring a lot-that should be grounds for firing, too. So, people can definitely hire you to come in and talk about board members versus the board. They could listen to this, but are there tools out there that can help them spur conversation or set that culture of right-sizing people's egos?

Simone: Yeah. So, a lot of this, as I say, in my free download library, on my website, there was an entire section called boards and governments. There's got to be like twenty documents in there.

Marc: Okay, so those are the tools that people can also go to, so if you go to simonejoyaux.com, in the Free Download Library, there's "Board Development," "Fund Development," "Other Nonprofit Resources," "Commentary and Essays," and "Podcasts."

You can just go there and find-oh wow-tons of resources. I just opened the podcast one. You could actually hear Simone say it herself, Tough Talk for You and your Board, it's the first podcast.

Simone: There's a podcast about great board chairs, isn't there? Or bad board chairs?

Marc: Oh, I'm going back to "Governance." Yeah, okay, so this is helpful, because often it takes somebody from the outside-you're not the bad guy-but just, "Listen." It's "Great Board Chairs," "Mediocre Ones," or "How About a Rogue?," and they all have handouts, too.

Simone: Consultants are supposed to be the bad guys. The blood spatters on the consultant, not the staff.

Marc: I totally-I love playing that role.

Simone: That's the purpose.

Marc: I'm okay with that. That's great. Well, there's one other question that did come up, and so, if we could, if you have just a couple more minutes -

Simone: Oh yeah, I do.

Marc: You can leave that slide up there though. The-oh, yeah. You said "one strike." It's interesting. It makes sense, I guess, that when people hear "governance," they are going to think "bylaws," but that one strike.

Okay, we've had our performance evaluation. You are not performing. Here are the corrective actions you are going to take. You are not taking those corrective actions, so one strike, you are out, because it's not really one strike. We've already had this conversation.

Simone: It was more than one strike. First of all, you had the job description, you agreed to it, you didn't do it. Two, we talked to you about not doing it. You said you'd change. You didn't change. Now, we want you to leave.

It's not one strike at all, because no one talks to a board member if they've only missed one meeting or two meetings. People don't talk to board members about non-performance until there's been a ton of non-performance.

Marc: That's true, and it doesn't have to be put in the bylaws as a threat, because like you were saying, it's from graciousness, and expectations and the culture we're turning. The culture we have is a people-right from the start, I love the "are you willing to inconvenience yourself for the board?" "Well, what does that mean?" Good question.

Simone: And you actually talk about it. Precisely.

Marc: You get it out in the open.

Simone: My work is really busy. I do a lot of night meetings, and I have to have weekends and everything. If somebody said that to you, what would you say back in an interview? I've just told you, Marc, that I have so much work and I travel a lot, and you are asking me to be on your board. What would you say back to that answer?

Marc: It depends on how you said it, what you set up the meeting for, but if you know they are interviewing for the position, I would say what I tried to say to my own [inaudible 00:56:55] when I had the exact conversation of "I'm not around. It's better. I'm making more money to be a donor when I'm not physically present, but that doesn't make me a good board member."

Simone: Right, so I'm not going to be good on the board. Right

Marc: As a board member, right. So, there are other ways that we can involve. That's wonderful. I'm so glad you're doing that. I'm so glad you're that committed to the things you already have on your plate. What are some other ways we could help you, involve you?

So, how do you set up the-I guess the last question that I have that just sparked, and you kind of anticipated it was, "When they are asking these questions, it's the whole Rotary question: do you let someone know that you are interested in joining rotary before you approve them to join Rotary, or do you approve them to join Rotary before you-you know.

Simone: So, this is an interview. We are not just chatting to see if whatever. So, what I do, as I say, I'm on the board of-I'm the Executive Director. I'd like to set up a meeting with you and one of our board members to talk about ways that you might possibly, you know, get involved at some point, maybe, perhaps, like in the future, kind of, perhaps, maybe, and this is not a solicitation.

We are not asking for money. It's just to see if there's some common interests and that sort of thing, because I don't actually say, "We'd like to talk to you about being on our board," because I'm afraid that partway through the interview, we're going to say, "Oh my gosh, if this person came on the board, we would all leave."

Marc: Well, that's what I was afraid of. It's hard to backpedal from, "Here, we'd like to give you this prized position that we feel is really important to the central running of our organization or the central governance of it. Oh, never mind. We're going to take our marbles and go home." That's bad.

Simone: I really shape it as to see if there are some commonalities, et cetera. Now, if you know the person pretty well-which I was known quite well by Planned Parenthood when they interviewed me, so they said, "We'd like to talk to you about the possibility, perhaps, of you joining the board, at some point."

So, I said, "Well, yes, I would certainly be interested in exploring that idea. So, we sat down. As I said, it was a two-hour interview. I asked what of the performance expectations? They were all performance expectations that I could fulfill, whatever.

So, I made something like, "I always come well-prepared, blah blah, I'm your dream board member come true, but I'm also your biggest nightmare." Guess what they wanted to focus on when I made that statement: "Why are you our biggest nightmare?"

I said, "Because I'm always prepared. I keep the preceding files. I talk and think very, very quickly, so I can inadvertently dominate. I'm self-aware enough to know that I might do that, and I also respond very well if you say to me, "Yo, Simone, shut up."

Okay, so they liked that. Then, they said, "So, here are the dates of our next meetings," and I said, "Wow, I can't make any of those. I already have commitments that I cannot change."

They looked at me, and what do you think they said? "You can't be on the board."

Marc: Okay, whew. I was wondering if it was that or "Are you willing to inconvenience yourself?"

Simone: What? No, I couldn't inconvenience myself. I had already bought the tickets to go to Europe. I was already doing work with other clients. I couldn't inconvenience myself. There was nothing I could do. I said, "I agree with you. I can't be on the board. Maybe you'll think about me in the future." They said, "Maybe, but there's no promise." They said it all very graciously and professionally.

Marc: Aw, I like that.

Simone: Yeah. You wonder how I then got on the board? Because they went back to the Board Development Committee, and the Board Development Committee decided they wanted me badly enough on the board that they said, "Your term won't start until six months into the first year."

Marc: Huh?

Simone: What they said was they wanted me badly enough on the board that for the meetings I couldn't miss, I couldn't make, they said, "We won't count those against you. We'll have you start your term after those meetings."

Marc: That makes sense.

Simone: Well, yeah. I wouldn't necessarily regularly do it. I wouldn't, but the fact that I told them, "You should not ask me to be on this board, because I'm going to miss all those meetings, including the annual retreat, and they said, "Yeah, no, we are not going to ask you to be on the board."

Then, they said, "Okay, well, we want you badly enough that we will discount-those meetings won't count," but again, this is serious business. So what if it's a volunteer activity? I volunteer to do it, which means, I guess, I don't get to do the things I really wanted to do that day, because I volunteered to do that.

Marc: I just want to say, "Preach it!" That's awesome.

Simone: I do.

Marc: Simone, thank you so much for being here, and thank you for sharing this and all the great handouts, the handout that's in the Nonprofit Academy on this page, but also all the stuff in your Free Download Library.

I strongly encourage everybody who is listening to this now and in the future to go to simonejoyaux.com, and you'll see just a ton of information, and even her blog, which is "Simone Uncensored." If she's been censored now you can imagine what she'll be like on her blog.

What I like about Simone is she's serious enough about the sector to not-like she said earlier, "not put up with mediocrity." She wants the best out of the organizations, because we, in the organizations, and in our community and our world, deserve to have the best nonprofits around.

So, Simone, thank you for your commitment to making sure that happens.

Simone: You are most welcome.

Marc: Great, and everyone, thanks so much for joining another edition of the Nonprofit Academy Presents. Join us next month. We are going to be talking about starting off the year right with a fundraising plan, and those of us that are listening now know that we should have had that fundraising plan before. You've got to start it sometime, so we are going to start it next month.

You can see that at the Nonprofit Academy and the Online Vault, which is currently https://thenonprofitacademy.com/dashboard/past-webinars, and with that, we are going to call this a recording. Thank you so much, and look forward to seeing you in the Facebook group online.