The son of one of your nursing home clients, an elderly woman with dementia, is on your board. At board meetings he often raises issues around the care she is receiving such as how she is treated by staff, staff training, the cleanliness of the facilities, or the quality of the meals provided. The other family members around the table, which represent half your board, are usually quick to add their input based on their experience with their loved ones. Having the executive director’s ear at a board meeting apparently can be too good an opportunity to pass up.
These discussions, a deep dive into the day-to-day management of operations and individual client situations can take over a board meeting agenda. Executive directors may feel powerless to suggest out loud that this is not the forum for addressing these issues. Board members without such close connections to the day-to-day operations are also not inclined to steer the discussion away from such “real issues” back to broader business of governance.
Many types of non-profit agencies have family members of the clients they serve, or clients themselves, on their governing boards. These include childcare centres, nursing homes and the organizations I am more familiar with, residential and employment services for individuals with intellectual disabilities. Non-profits are often cautioned about appointing board members who are related to staff, are former staff or are closely related on the same board. It is hard though to find any advice on other situations involving family members on boards.
There are real advantages to having clients and/or family members of clients involved in the governance of a non-profit organization. Because the organization plays such a central role in their lives, these board members bring the board table:
- A passionate interest in nature of the organization, its work and success
- Considerable familiarity with the complexity, challenges and nuances of the work involved
- Knowledge and perspective based on direct experience
Despite these advantages, family members, the focus here, are sometimes so immersed in the care the agency provides they cannot set their own agendas aside when it is required that they consider the broader issues of organizational stewardship. In addition, it is not unusual for these individuals to expect their board roles to be an advantage in dealing with agency staff. Agency staff may themselves be unsure about what authority these family members actually possess. Perhaps however, family member directors are not entirely the problem.
How do boards and executive directors effectively tap into the valuable perspective that those more intimately connected to the work of the organization can offer? Its too easy to say that issue is a matter of a conflict of interest, albeit not a financial one, and that the family members should not be on the board or should exempt themselves from particular discussions. However, one of the comments I also hear from executive directors and staff of organizations is that their board has no real appreciation of the nature of their day-to-day work. Is this a case of board members bringing too much knowledge and emotion to the work of governing? This surely makes the issues more difficult to confront, but stepping back and offering a broader perspective is a skill we ask of everyone who sits around the board table.
Roles and responsibilities
To some extent the problem may be a lack of clarity about roles and responsibilities of board members and of family member board members in particular. The executive director’s actions or lack of them may be a contributing factor too.
Here are some ideas:
- The role and authority of board members is an essential conversation for any board and one that the board may need to have more than once and awhile. Rather than trying to accomplish this as a 15-minute agenda item, consider devoting an entire meeting to the subject. Deal with the difference between family board members and other board members directly. Emphasize both what as board members they can offer as well as the authority of the board as a whole. Attached is a sample Board Member Job Description that one can use to help focus the discussion.
- The executive director’s role vis-a-vis the board also requires clarity. The executive director is a partner in governance not just the board’s employee. The work of balancing governance and operational issues is a ongoing one in most organizations and the ED must be prepared to offer the board his/her opinion often about where the decisions to be made belong. A specific conversation about the ED’s role in helping keep the board on track may be needed if things have deteriorated significantly. If you are the ED, prepare some questions about your role in guiding the board, make sure the item is on the board meeting agenda and initiate the conversation.
Board agenda planning
Boards that are populated with family members of clients may well need an opportunity now and again to wade into program quality and personnel issues. These are the matters closest to their worries but raised to a governance level. Here are some ideas:
- Put a review of personnel practices on the board agenda and again give it lots of time at one or two board meetings over the course a year. Add to the discussion some key staffing indicators – average level of training, staff turnover, number of casual rather that regular employees and wage levels. There are certainly more. Some information on how your agency compares with other non-profits could be brought into the discussion by the ED or, better still, by one or two board members who have helped with the research in preparation for this discussion.
- Put a review of standards of care on the board calendar for a different board meeting. What specific standards have your funders and/ or licensing bodies set? Has your agency supplemented these with others or even set higher standards, perhaps even client outcome goals? Again, how does your agency compare with other agencies with respect to staff-client ratios, formal meetings with family members, recreation opportunities for clients, etc? Where might improvements be made and at what cost?
- Consider setting some time aside for a discussion of organizational values and client rights, perhaps by means of a special meeting of board and staff. This might involve a review of a current statement of values and what they mean in terms of client support, or the creation of statements where the values espoused go beyond a list of words to examples of how they are applied on a day-to-day basis. Vu Le’s (“voo lay”) always provocative blog, Nonprofit with Balls offers a helpful article here on the importance of articulating organizational values.
I hope readers will weigh in on this issue. There may be other dimensions to handing these situations better. Certainly there is an important role that the board chair can play in managing the challenges of family member on boards. The executive director also needs to attend to communications to staff about the job and the authority of board members.
Once again, Grant, you have hit the nail on the head. Family members on boards can be both beneficial and detrimental to an organization. Family members are the best advocates for the people we support, but it is very easy for the family member to lose focus of the overall objectives of the agency and solely advocate on behalf of the individual that they are related to. This can cause dissension within the Board. A board member’s job description is certainly a good tool to keep people focused on the job of the board member, and to minimize conflict and self-interest from taking precedence. Organizational values and client rights should always be in the forefront of the minds of each Board Member and a regular point of discussion at board meetings. Great article, Grant!
Kevin Walker, Executive Director
Yarmouth Association for Community Residential Options
Nova Scotia
Hello Grant:
You article is excellent and is bang on about Board members who have family persons as users of the organization’s services.
I am the chair of the Board of Directors of a long term care home in Ontario. We have a long serving board member whose daughter in an employee of the organization. We have a Conflict of Interest policy that requires a Board Member to remove themselves from any discussions that will have direct or indirect impact to related employees, as well as an Oath of Confidentiality. Often this director is unable to contribute to the Board on such key governance matters as budget discussions, HR issues and salary negotiations.
We find ourselves having to believe the Board member who states that she does not discuss any board matters with her daughter. However, the two are very close and the Board and ED thinks this may not exactly be true. We really do not want to ask the board member, who we know is dedicated to our organization, to resign even though this is an obvious solution to our dilemma. How else might we deal with this ongoing situation?
Thank you for your support.
Board Chair
Ontario, Canada
Dear Board Chair
I suspect your governance dilemma is not unusual. It is good that you have a Conflict of Interest policy and employ an Oath of Confidentiality agreement when a person joins the Board. The fact that this director is very dedicated to the organization is important but may not enough by itself to keep someone as a board member.
I would imagine that your Conflict of Interest policy requires the board member to leave the room for discussions that that could have, or be perceived to have, a positive or negative impact on her daughter. Some boards routinely have a spot on their agenda for declarations of conflict of Interest immediately after the agenda is agreed upon. Being up front with the existence of a conflict when situations arise is good practice. The person with the conflict has some responsibility here. Ideally, the person will feel empowered to excuse themselves or raise the question – are others comfortable with my being present and/or involved in the discussion of this item? Conflicts of interest around the board table should be dealt with as a relatively normal occurrence; even if takes a little more time and effort.
If the board member is stepping out for important discussions at every meeting, then maybe she is not really able to contribute as much to the work of governance as other directors. This begs the question of what is expected of directors beyond attending fiduciary issue laden board meetings There is much a director can do outside of regular board meetings. Other roles include actively serving on or leading a committee on, for example, board recruitment, fundraising, or strategic planning). If not much is expected of directors other than coming to board meetings, then losing one may not be of much consequence.
I would wonder how much the existence of the conflict actually affects the board? As Chair you might consider polling each of the directors and the ED to see if the presence of the particular director, because of their relationship with a staff person, affects what they feel they can say possibly to the detriment of good decision-making. Keep the exercise simple. Phone them and give them a range of choices such as: All of the time, Most of the time, Sometimes, Occasionally or Not at all. Maybe “not sure” is another possible response.
If the results of your poll indicate that the conflict is perceived as getting in the way of good decisions around the board table, then what? Then, I would ask for a meeting – the board member, the ED and you, to see what more can be done. Maybe the director will step down or a different role for her might be found. The executive director’s voice is a very important one here.
Finally, I would suggest taking a look at your board’s meeting minute practices. Does your board regularly make the minutes (excluding in camera session details) available to staff? Would more transparency alleviate some of the worries? I have written a lot on this issue, most recently in a post “Daylighting Board Minutes”.
Thanks so much for your comment.
Grant