Our second post with resources to be referenced in our session at the 2013 Alliance for Community Media National Conference, Nuts and Bolts of Nonprofits and Their People, with Syvia Strobel (ACM) and Deborah Vinsel(Thurston Community Television).
Key Issues in Board Governance
Board's Legal Duties: Are Your Directors Meeting Them?
Boards of nonprofit corporations are ultimately responsible for the management of the corporation. Board members (directors) can delegate management to officers and staff but they must delegate such responsibilities with reasonable care and oversight. Meeting as a board a few times a year in and of itself would not be sufficient to meet their legal duties. Directors should, among other things:
- Review/revisit the mission, plans and policies for current relevance and applicability;
- Review the nonprofit's operations to ensure mission-consistency, effectiveness and efficiency;
- Review the nonprofit's financial health and performance on a regular basis;
- Develop, adopt and enforce policies to help assure legal compliance, sound risk management and adequate resource acquisition;
- Hire or elect the nonprofit's chief executive officer (typically, its executive director), and regularly review the performance and approve the compensation of the CEO;
- Develop and implement strategies to help empower the CEO and other key individuals with adequate training, knowledge, resources and discretionary power to implement the organization's plan;
- Actively participate in the development of a plan with future goals, activities, resource allocations (including a financial budget), and performance measures;
- Consider the adoption of new goals and strategies to advance the mission in new and possibly substantially more effective ways;
- Stargaze ("making sure that their organization is ready and able to expand its horizons, to strive to achieve more and stretch itself to become the robust and resilient business that is capable of responding effectively to the unknowns in its future" – Lucy Marcus); and
- Act as ambassadors to the community, utilizing appropriate communication strategies in both discussing the organization to the community and bringing relevant information back to the organization's leadership.
See our earlier post on Board Rules and Duties and my article for the American Law Institute-American Bar Association on Corporate Governance for Nonprofits.
Social Media and Board Governance
We all recognize that social media is pervasive and may create amazing new opportunities for organizations and greatly enhance their external (and internal) communications. Nonprofits must take advantage quickly or risk losing a growing group of current and potential stakeholders that relies on social media as its primary source of information. So go at it! What could go wrong? Well …
- Your organization's ability to advance its mission may be seriously jeopardized if staff and volunteers misuse their time on social media.
- Your organization could lose credibility if it permits certain communications to be broadcast on its social media channels (e.g., hate messages, political statements in opposition to the organization's mission, distasteful and/or embarassing information).
- Your organization could get sued for defaming (slandering) an individual as a result of a Twitter post entered by a volunteer assigned to contribute to the organization's feed (whether or not the volunteer was given a set of policies to abide by may be critical in determining the organization's liability).
- Your organization could get sued for copyright infringement due to an article/photo/musical piece it posted on one of its sites without the permission of the copyright holder (even if it attributed credit).
- A supporter might hold an event you tacitly authorized through social media channels ("raise funds for us in your communities by hosting mixers and distributing our materials") where someone gets injured due to the negligence of the supporter (and allegedly your negligence in failing to adequately supervise him or her).
- Your organization could get sued for wrongful termination if it based its termination on certain communications among employees on Facebook.
- Your organization may have breached a confidentiality agreement or individual's right of privacy by posting certain information (e.g., health information, credit card numbers) on its social media sites or not taking reasonable steps to prevent a hacker from hacking your sites and accessing such information.
See our earlier posts on 10 Issues to Address in Your Social Media Policy; Social Media Boundaries; and Can Nonprofits Terminate Employees for Their Social Media Posts?
- Influencing Public Policy in the Digital Age: The Law of Online Lobbying and Election-related Activities (AFJ).
- Social Media in the Board Room (Beth Kanter)
Also see Part One and Part Three of this series of posts.