Recently I interviewed Simone Joyaux about how to get a better board. Simone knows all about this, because she has founded two nonprofits, she has been an executive director, a development director, a development officer, and for the last 20+ years, a consultant to nonprofits in how to build better boards, how to fundraise and how to do strategic planning. She has written two books, Keep Your Donors, and Strategic Fund Development. She also holds the ACFRE, which means Advanced Certified Fundraising Executive certification.


Mazarine: How long have you been helping people build better boards?

Simone: I became a full time consultant in January 1988.

What are your areas of focus?

I have three areas; fundraising, strategic planning and boards. I’ve always worked on all three, and some have hired me for all 3 things.

In Reliable Fundraising in Unreliable Times, Kim Klein talks about how so many boards are dysfunctional and she offers some ways to fix boards.

The concept that boards are dysfunctional is a very old concept. I think I saw an article in the New York Times in the 70s that said, “A competent board is a rare and unnatural act.” A lot of boards are on the continuum from not so good to just plain dysfunctional.

People look at big successful nonprofits and assume that they have a good board.  A hospital doesn’t necessarily have a good board. Where the problem comes from is:

Too many people don’t understand the distinction between the board and an individual board member.

The fundamental difference is the board is a group, it makes decisions as a group. It focuses only on governance not on management. We don’t understand that governance is different from management. There’s a continuum.  Obviously staff have to manage finances. At a certain point along to continuum it goes to governance. When it comes to managing money, paying bills, that’s management. A governance moment is examining the financial picture. Not doing the day to day. People get confused that governance only happens when a board gets together at a meeting The board chair has no more authority than anyone else.

Then the individual board member has performance expectations that should be the same for everybody. Boards don’t fundraise. Board members fundraise.

A board sets the budget, does governance. There is a huge confusion between the concept of a group and the concept of an individual.


What do you think of having a board that meets 4 times a year, with an executive committee board that meets 1x a month? Or what do you think of the idea of a seasonal board, where people focus on board governance 3 months out of the year?

How often should we meet? That’s old news. You need to meet as often as you need to meet to regularly fulfill your governance obligations.

If you’re a large organization with a highly sophisticated staff, you don’t need to meet monthly. But ask yourself, is meeting quarterly enabling you to have enough group cohesion?


What about an executive committee?

The concept of an executive committee: Imagine me screaming very loudly! I am on a world-wide mission to destroy executive committees.

Executive committees have a tendency to dis-empower the board. What is the executive committee doing when they are meeting monthly? Board members not on the committee feel excluded from the decision-making. Command and control is held tightly by a few people. You don’t set up an executive committee to talk about the board behind their backs. So many people think being a board chair gives them so much power and authority. But they can’t make a decision without everyone else.

The board ensures the health of the nonprofit. For example, the BP Oil board is suing the staff, but the board was also responsible. BP had the worst safety and protection of any oil company. Why didn’t they tell the staff to have better regulations?

The idea of having a fall, winter or spring board or something won’t work. The 501 c 3 statutes won’t allow for that. You can’t change boards willy nilly, you can change a portion of them every year. You have to have more continuity than that.

Now, I am not against committees. There should be a governance committee, there should be a fundraising committee, sure. But having an executive committee is a terrible idea. Set up a task force to do performance appraisals and then dissolve the task force.


Is there something that executive directors typically do to frustrate boards?

Oh yeah there’s all sorts of things. What happens that the Executive Director doesn’t understand governance. They can’t facilitate that process with the board. The ED says it’s their responsibility to be a good board. How do you think they’re going to learn that? Our lives are designed around management. You can’t make board members go to governance school. Executive directors need to lead and guide the board to be good governors. You need to learn the body of knowledge to lead them.

And just because someone has been on a lot of boards doesn’t mean they know how what governance is! I met with a board member some years ago, and tried to teach him about governance, and he leaned over and patted me on the hand, and said “Well Missy, (which is not my name, my name is Simone) I’ve served on more boards than you are old!”

And I said, “Well, that doesn’t matter because I’m still right.” Just because you served on a board doesn’t mean you know what governance is. Executive directors are mad at their boards for not doing good board work but they don’t learn enough about governance to help them do good work.

It’s not just an executive committee that dis-empowers the board, executive directors dis-empower boards. They don’t give them enough information.

For example, the Penn State debacle. There was an investigation on why the board didn’t know anything. The president of the university didn’t tell them anything.

But here’s an interesting question to ask ourselves: How does a board who gets all of its information from the staff push back on the staff appropriately to question the information? You don’t want to act like you’re suspicious of the staff because you shouldn’t be. BUT YOU NEED TO ASK EACH OTHER, WHAT DOES A RED FLAG LOOK LIKE? Neither boards nor staff are that good at doing that.

I had a client once who was an executive director. She and her board hired me to work on governance. She wasn’t terribly experienced in governance. The board was enamored of her, and they said,  “We just trust you!”

She said, “No! You keep saying that, don’t act that way! You are not questioning me enough to be assured that everything is okay!”  They were taking her word for it.

She said, “Your job is to pay more attention. Your job is to think about more strategic questions to ask. That’s not good governance to say I’m great and everything is swell. That’s not good enough for the IRS if you say, “We trusted our ED and so we never questioned anything!”


Have you seen board members go successfully to being Executive Directors?

TRICKY! Boy it has to happen carefully. Imagine that you were the Executive Director and there was somebody on the board who applied to be ED. Then you were picked and that person wasn’t. You can’t have somebody who applied to be ED and didn’t get picked on the board. Can’t even have them on staff. I’ve always heard of people who wanted to apply. The board has to have a private conversation about that. And that person can’t even be in the room. That’s one thing that has to be talked about.

If the person is going to apply to be the ED, they have to quit the board right then. They don’t get to stay on the board and be interviewed, they have to leave the board before they apply. Not be on the board during the whole application process.

And likewise, I would not EVER allow the Executive Director to move onto the board. It makes it too awkward for the new person who is the ED. I’m the ED and I’m retiring and the board thinks you’d be a great board member. You need an interval of at least a year if not more than that. A Past ED would be second guessing you on the board.


Should founders get to decide what happens and be on the board long term?

If the founder gets to go on the board, this is a terrible idea! They never go out of power. The board chair is NOT the CEO. In the bylaws, the board is NOT responsible for managing the organization. Even in the bylaws people get the wording messed up.

A nonprofit is a community organization that is not owned by any individual. You don’t get to decide what the mission is. You found it, you bring together some people, but then you should have a process when the group of individuals define the mission, you are the founder and facilitator but you don’t get to decide everything.

I founded the Women’s Fund of Rhode Island in 2000, and it is merrily rolling along. I founded the steering committee, and the community foundation helped me recruit people, and we had to decide the values, mission, etc. Because I was a professional facilitator I was facilitating the process. I facilitated the conversation about values, mission, priorities. I had a voice in what was decided, but 1/10th, because there were 10 people. I was always very careful as a board chair that I didn’t dominate the meetings. There were times they out-voted me. Just because I’m the founder doesn’t mean they have to agree with me.

As the years passed I said, “I’ve been board chair for 5 years, you need another board chair!”

About 2 years ago my term was ended and I told them, “I don’t want another term.”
The founder has to go away. So I retired from the board!

I’ve definitely seen this with a friend of mine. She works at a nonprofit where the founder is the board chair and the founder is still in charge, even though he’s not the CEO anymore. It’s so sad, the nonprofit is not sustainable. 

You can’t have the founder there forever! It’s inappropriate! People who allow the founder to stick around that’s WRONG! The board is doing a disservice to the nonprofit corporation. You can only do this with a private corporation.


Is there something that development staff usually do that frustrates board members?

One of the things that I learned as a development officer, we expect board members to fundraise and know how to do it but we don’t help them.

What are we doing to help them? Did you offer a workshop to teach them how to do something? Did you follow up? They are a volunteer on the board. You need to follow up with them.

I remember talking with one development officer who said, “I’ll be damned if I’m going to follow up with these people, they’re adults and they should just do it!” I said, “No, they’re volunteers they have other lives, you owe it to them!”

A board chair said, “Simone is one of the best nags I have ever met.” and I took it as a compliment. Development officers who think board members are just supposed to go off and do stuff are just plain silly and they are not being sensitive.

Another thing they do is ask board members to solicit the wrong people. When development officers say to the board, “We want you to go contact your friends to get a gift.” I call that trespassing on personal and professional relationships. Just because I’m on your board doesn’t mean I will ask my friends and colleagues to me a personal favor. Yet, development officers could just rephrase it and say,

“Please identify those you know who might be interested and then reach out to them.”

Don’t just go get money from your friends. That’s bad.

There is a body of knowledge about fundraising and sometimes it’s counter intuitive. Let’s say you’re a fundraising professional who has taken three classes in how to write an appeal letter, you’ve read a couple of books on it, and you’ve written a few as well. You’ve been successful raising money this way. I see board members who are competent in their business then think they know a lot about fundraising. They think that staff don’t know how to do it. I have fundraisers telling me, “My board chair refuses to sign the letter because it’s not the way he talks.”


YES! This happened to me, I was working at a nonprofit, and the board chair sent me a letter and I edited it and the rest of the board said we don’t like it, we want the old letter. Then I had to say, “Look, you hired me for a reason. You hired me because I have more fundraising experience than you do. I have written successful appeal letters. Also, I have written a book about fundraising. Would you like to trust that I know what I’m doing?” And that got them to pause and say okay. And then my letter raised them twice what they had raised with the first appeal letter. But this year I’m not working with them and they are not sending an appeal at all and they are telling people to just give to Hurricane Sandy victims (2,000 miles away from where they are) and I just have to bite my tongue. 

That is so sad! I just wrote a newsletter and posted it and it’s called Opinions don’t count! What matters is expertise. If you’re the CEO of Microsoft and you’re telling your fundraiser that you don’t like the direct mail letter, the CEO is wrong! It’s a terrible position to put a development director in. It’s like us telling a brain surgeon I don’t like your scalpel, pick another one.

Board members think that just because they’re a big poobah somewhere else, that they automatically know about fundraising too. It’s not true!  Even if they chaired a big fundraising campaign somewhere else, you and I know they had staff telling them what to do! They don’t know their place.  People think that their opinion matters and it doesn’t. For example, take Picasso the artist. I happen to like him very much! You can say you don’t like Picasso, but you can’t say that he’s not one of the most important artists of all time. You can’t say he’s not a good artist.

We’re living so much in a fact-free zone with fact-deniers. Global warming is not real? RIGHT!


What advice would you give people who are frustrated with their board members being checked out?

You fire them! There’s an article I wrote for the Nonprofit Quarterly called Firing Lousy Board Members!

Nonprofits act as if they can’t fire volunteers. It can’t be the Executive Director who does the firing, but you have to have a series of conversations about board performance expectations. A good board member must attend board meetings and read your reports and material in advance. Then you have to communicate those things to candidates before you elect them.

Let’s pretend that I am a member of a governance committee and I am interviewing you as a candidate. You have to give a gift, you have to serve on a committee and we’d love to have you on the board but you have to agree that you have to do all of these things. What if you say, “No I don’t want to fundraise but I still want to be on the board.” I say, “Well you can’t be on the board then.”

We do evaluate board member performance every year. We talk with board members who aren’t fulfilling their obligations. The board has to have a process. The governance committee sits down with them and says, “Has your life changed? You’re checked out.”

If they haven’t shaped up, you tell them very graciously they have to resign. You don’t just accept a checked out board member.

When the board members who are working really hard see they are checked out, they catch the checkout disease. You had to have the policies in the first place. Tell people what’s expected beforehand.


Executive directors who have forbidden staff to talk with board members. What do you think of it?

I agree with it. The chair of fund development committee should of course talk with the development director, but otherwise, staff and board do not talk.

Staff do not talk with board members about how they think things should be different at the agency. That’s a fireable offense, that’s insubordination. It’s basic. You talk to your boss if you have concerns, but you don’t talk to the Executive Director before you talk to your direct boss.

It also happens the other way around. A Board member might say to staff, “Do you like your boss? Do you think they’re doing a good job, or not really?”

THAT you should fire the board member for. It’s because management is the Executive Director’s job. Management is NOT the boards’ job. The board members do not intrude in that. You don’t pry, you don’t probe with staff, that is completely inappropriate.

Think about this a minute. When I was a little kid, if I went to my mom, and I didn’t like the answer, and I went to my dad to get a different answer, I was punished. If you work somewhere, you go somewhere else to get a different answer. It makes all the systems fall apart. You don’t have staff going to board.

Every organization should have a formal grievance process. You have to have whistleblower policies for finance.

When I was an Executive Director, the person who reported to me didn’t like the way I ran things. The person told me this. And I said there is a grievance process in the personnel policy, so go through that. If you were the ED then you go to the next person up. My assistant director was dissatisfied with me, I explained why I did it, and she sent a formal letter to the chair of the board to say she had a grievance against me and wanted things to happen. The board chair convened a meeting of the grievance committee. They told her that they didn’t feel that her grievance had any substance. She was saying she didn’t like the way I did things. I wasn’t doing anything illegal, I wasn’t being mean to her. She just didn’t like the way I ran the place. So they told her, “You either quit or shut up and let her be the ED.”

But it didn’t have to go that way. It could have been that after they listened to her and then they went to me and they could have said you are being inappropriate and they could have said change your behavior.


I don’t agree with this because I was in a couple of nonprofits where the executive directors were not treating staff well, were yelling at them, there was massive turnover, the programs were going down the tubes, the board either didn’t know or didn’t care, and every time I tried to meet with my boss they would cancel, reschedule and then cancel that meeting. they would dump all papers I left on their desk into the trash without reading. They would not answer voicemails or emails. There was no HR person. I literally had nowhere to go but the board. And personnel hiring and firing policies were not being obeyed.

One of the board’s jobs is to say, “What are our personnel policies?” The challenge with an employee going to a board member about the ED. Embezzlement is protected by law as whistleblower. You tell the board chair.

Is that your right to go and say that? Do you want to take the risk of losing your job? That’s one of the bad things about life. There’s a real difference between not doing a good job and doing something illegal. If the board is not competent, if many staff leave maybe they might notice.

EDs need to explain what we’ve talked about. Boards have to have that same conversation.


Have you found that there’s several key things that motivate people to do more on a working board?

All boards are working boards if they’re doing what their job is. Too many boards are doing management and not governance. You HAVE TO DO GOVERNANCE. That is your legal obligation. If you’re not doing governance you’re doing management and you’ll lose a decent executive director. Working board is a misnomer.

It’s very interesting. I’ve realized that nobody can motivate anyone else to do anything. If I’m your boss and I can fire you, I still can’t make you be motivated. How can we create an environment and systems where people will then self-motivate?

What helps board members be more willing to take on things they don’t necessarily want to do?

We have to explain to people why something matters.

Explain to board members why they would be particularly good at calling donors to thank them. We have to create an environment where they feel inspired and where they can make a difference. We need to give them those mission moments and show the impact. We have to create conversations. Systems-thinking people talk about conversations as strategy. Let’s talk about strategic issues so I feel engaged.

Board members need to feel like “My wisdom is valued, my time is valued, they are willing to show me and help me do things, I’m motivated I’m treated with respect, I’m thanked,” (not with a present!)

When I was a board chair and I would send an email every time after every meeting thanking them for being at the meeting. I would hope the Executive Director is doing that too. I chair a philanthropy committee for a board I serve on right now, and the CDO thanks me! He thanks me!


Weirdly, I thanked my boss for doing some fundraising and my boss said I was patronizing him.

I would have asked, “How was I patronizing you? I didn’t mean it as a patronizing thing!”

We’re invited over to friends for dinner, and we take a hostess gift. A little bottle of maple syrup. And I still send a thank you note afterwards! I can’t conceive of not doing that! I don’t think of it as patronizing! Gosh!

People are donating their time! I don’t think we do enough thanking.

We think that because they’re a board member they’re supposed to do this. No, could you just throw me a little bone to say you noticed me? People need to feel like they were noticed and respected.

Thank you Simone, I feel like I learned so much today. If you’d like to learn more about how to get a better board, check out Simone’s website. There are tons of resources and articles there.