DIRECTORS’ DUTIES NOW
FPLG COVID-19 RESPONSE
DIRECTORS’ DUTIES NOW
[UPDATE: June 24, 2020]
Three months into the COVID-19 pandemic, the board’s duties continue to be critical, despite the competing and important demands on their time and attention by their own business and personal responsibilities. Each director must continue to commit to heightened and continuous participation in strategy and operational planning sessions, particularly now as many states and local governments authorize phased reopening permissions.
The realities of this pandemic crisis have gone against our natural desires to get back to “normal.” Amid the waves of reopenings around the nation are new moves by officials and health advisors to consider or implement retrenchments because of the unrelenting spread of the disease in various hot spots. This creates an element of existential chaos and uncertainty that no one in our society – including nonprofit executives and board members – has previously known or experienced.
There are important decisions to be made about the near or long-term viability of individual programs and activities as well as the sustainability of the organization itself. The matter of succession planning should move front and center in light of the real possibility that the organization may lose one or more key people.
The revision or drafting of new formal, written, policies that ordinarily might be handled at the staff level may now rise to the level of board attention. Specific topics are covered in other sections including “Health and Safety,” “Employment Law,” and “Remote Operations.”
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[March 31, 2020]
The board of directors of a nonprofit organization has the ultimate power, authority, and responsibility for it. The board may delegate management of the activities to others including the chief executive officer, “provided that the activities and affairs of the corporation shall be managed and all corporate powers board’s duties continue to be critical now that it’s clear that this crisis shall be exercised under the ultimate direction of the board.”
More than ever, in a time of crisis, the board chair and the CEO must work together.
The board acts as a collective body, but the individual members have fiduciary duties to the organization.
Nonprofits need to create various scenarios — worst case, most likely case, best case, and gradations in between — for how the pandemic will develop and how their organizations will react. In so doing, they need to create trigger dates with benchmarks so they can be ready to adjust from one path to another, as appropriate….*** Even in creating a best-case scenario, nonprofits need to be realistic: ‘Best’ is almost certainly not going to be ‘normal.’
— Alan Cantor (6/15/20)
Nonprofits occupy a key role in the response to disasters. …Safeguarding the knowledge, skills, relationships, passion, and creativity of its human resources is an essential component for every organization. In the nonprofit sector, the contribution of the board and staff are even more critical. Many nonprofits operate with a small group of leaders, often playing multiple roles. The unexpected loss of any member of organizational leadership presents a challenge for nonprofits, and the potential loss of several key leaders in a disaster situation can produce a major crisis for many nonprofits.
— The Standards for Excellence Institute (6/20)
The most important thing you can do as a board member is to show up. It may not be in person due to social distancing, but make sure the leadership at the organization knows you have their back and you’re there with them in the fight.
— Laurie Zumdahl, Cause Strategy Partners (3/30/20)
REFERENCES & RESOURCES
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Nonprofit Leaders, Get Used to the Uncertainty and Focus on the Big Picture (June 15, 2020) Alan M. Cantor, The Chronicle of Philanthropy
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California AG: Charity Governance During the COVID-19 Pandemic (May 16, 2020) Gene Takagi, Esq., NEO Law Blog
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Charity Governance During the COVID-19 Pandemic (May 2020) Office of the California Attorney General
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This is Not a Drill (May 15, 2020) Anne Wallestad, BoardSource
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Fear-Based Leadership Won’t Benefit Your Nonprofit (May 12, 2020) Wayne Elsey, Nonprofit Pro Blog
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15 Leadership Lessons For Nonprofits Navigating A Crisis (May 11, 2020) Forbes Nonprofit Council, Forbes
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10 Tips for Board Chairs to Help Nonprofits Survive and Thrive (May 5, 2020) Jeff Jowdy, nonprofitpro.com
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Engaging Your Board During Covid-19: A Virtual Forum (May 4, 2020) Lisa Schol, The Chronicle of Philanthropy
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Best Practices for Not-for-Profit Virtual Board Meetings (April 29, 2020) Sonia Freeman, J.D., Pannell, Kerr, Forster of Texas PC
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A Dialogue: Governing in a Time of Crisis (April 24, 2020) Propel Nonprofits & Minnesota Council of Nonprofits, The Nonprofit Quarterly
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Partnership in a Time of Pandemic: The CEO and the Board (April 17, 2020) Ann Cohen, BoardSource Blog
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How to Build a Culture of Inquiry During the COVID-19 Crisis (March 30, 2020) Joy Folkedal, BoardSource Blog
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Nonprofit Board Meetings in an Emergency (March 26, 2020) Linda J. Rosenthal, J.D., For Purpose Law Group Blog
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How Nonprofits and Board Members Can Respond to COVID-19 (March 2020) BoardSource
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Responding to COVID-19: The role of the CEO and the board chair in a crisis (March 25, 2020) BoardSource, Facebook Live Video
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Show Up: Your Role as a Board Member During a Pandemic (March 20, 2020) Laura Zumdahl, Cause Strategy Partners
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Coronavirus and Nonprofits: Challenges & Resources (March 13, 2020) Linda J. Rosenthal, J.D., For Purpose Law Group Blog
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Nonprofit Governance: Coronavirus and COVID-1 (March 11, 2020) Gene Takagi, Esq., NEO Law Group Blog
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