Board Table Disruption: A Roundtable on Boards and the Need for a New Model
Who this resource is for: Non-profit societies, artist organizations, and board members in BC
Who created it: © Pacific Legal Education and Outreach Society (PLEO), 2021
This resource contains a recording of PLEO’s “Board Table Disruption” event, as well as summary notes of the points discussed between facilitator Marcus Youssef, Martha Rans, Yvette Nolan, and Mark Friesen. A summary of the event chat can be found at the end of this post, in addition to other resources.
Disclaimer: This is a transcript based on a conversation between the participants in the event. As with all conversations sometimes things are said that ought not to be taken out of context. None of the comments found in the transcripts are legal advice and should not be relied upon.
Is the Board of Directors model a fiction?
[Yvette] The board of directors is actually a fiction. This model that was taken whole from the for-profit system and imposed on the non-profit system just doesn't work. It's a one size fits no one kind of model of governance. It’s not just a particular board of directors model that is failing on its own - it is the structure that is failing us and therefore what can we do about it? [More info on this can be found on Yvette’s Mass Culture article]
The for-profit model is about stakeholders, and how they measure things is through money and profit. And when you apply that to the non-profit side:
There's no measurement, for example in theatre, how do we measure and who gets to do that: seats filled, subscriptions, number of plays, bricks and mortar?
It's a volunteer Board of Directors who is ultimately both responsible and not responsible. And.
With the pandemic, Black Lives Matter, this is no longer abstract idea because we are in a moment of change. We're in the moment where everybody wants more diverse Boards of Directors without having made any systemic change that is going to help those members succeed or change.
[Mark] Look at the origins where we got this model from: first it is derived from a corporate shareholder model where shareholders have a financial stake in an enterprise, and secondly from large philanthropic trusts, where they are expropriated people and wanted a responsible group of people to look after this huge sum of money. We applied this model for two very specific scenarios wholesale across a whole number of organizations so it’s not a good starting place to begin with.
At the same time, the regulatory framework allows new groups to do things a little differently, and there is room for some optimism and flexibility. But only a small number of these groups are trying these different things, saying we don't have to adopt this corporate stakeholder model. This is all in its early days.
Also, this problem has gotten so big, the Ontario Non-Profit Network, representing hundreds of groups in Ontario, recognized these flaws, and have put concerted efforts towards a reimagined governance initiative and how to better set up non-profits for success.
Are boards the same as governance?
[Mark] Some framing that I found useful recently is a distinction: the board is not the same as governance. Non-profits are governed by several things including the boards but oftentimes we don't make that distinction, we assume all governance are is a group of people sitting in a room and rules of order. Non-profits are also governed by legislation, the community where they work and the artists have a say.
When it comes to governance, it may be valuable to think for your organization “What is our goal in governance and what does governance look like?” Then to say based on that, “Where does the board fit, what is their role in supporting the governance?” The board is not the be all end-all of governance.
What’s working and what’s not working with our current board models?
Dependence on “experts”
[Mark] This presumption that we need to recruit board members with amazing accreditation (e.g. doctors, lawyers, accountants) so that they can go into a room and make decisions informed by their brilliant credentials. This is really based on origins of philanthropic trusts.
There are groups that are ignoring this corporate shareholder this myth around corporate shareholder accountability. They are saying they don’t need the expertise on the board. They, as a board, can pose the question “Who out there is best equipped to answer them?”, find these experts and facilitate their answering the questions for the Board.
Example: in the Metro Vancouver region, a coalition that got together to tackle homelessness in a particular municipality. They recognized the issue is so complex, that they are not going to have the answers. They have the following governance model:
The people on paper as the board are three people called “table officers”,
They have a broad membership
They do governance by having meetings every two months of the entire membership.
The table officers keep notes of the meetings and do administrative tasks.
They thus empower the coalition to tackle homelessness with governance decision-making power.
The gap between the Board and the organization
[Yvette] The huge problem is that we are asking people who know nothing about our business to be our bosses and give them the power to do so. And they are volunteers. It’s a great idea, volunteerism is important, but how does that translate when the amateurs are the boss of the professional. even if you are invested in theatre and think it's a great idea, how are amateurs qualified to be Board Member of an arts organization?
The biggest disconnect: the Board of Directors doesn’t understand what it’s serving. There is a widening abyss of what Board thinks its responsibility is and what the organization is actually doing. This
Example: arts organizations - so few boards of a certain size rarely have artists, very few people from marginalized groups – and if they are included, it is not done in a meaningful way
We need to move on from the idea of the Board, which is a fiction. to accountability. Where is the accountability? If Board of Directors is focused on results, you don’t know anything about process. If you don't know anything about how things get done, you shouldn’t be responsible for it.
Flexible and effective governance
[Yvette] The way forward while we wait for government to release us from the corporations model is for people to build governance models beside the legal things they are required to do (i.e. checkboxes). This ensures we have a governance model that works for us.
When you go to a funder, you are judged on your own mandate, mission, vision, and how well you’re fulfilling them. The same should be done with governance. What is worrying about the checkbox model is that everyone just worried about checking off the boxes and nobody is doing governance.
Legislative reform
[Yvette] The way forward is to be able to create a governance model as the organization wishes, but it must be beyond checking boxes. This is why legislative reform is important.
[Mark] Legislation is part of the problem but is not all of it.
If you use the example of volunteers on boards In the Societies Act, it allows organizations to make provisions to pay Board members. Yet we have funders saying you need to add a provision that you can’t pay directors. If you're looking at including people from diverse populations in governance, they may need financial support, but this is not an option because of a non-legislative element.
Remembering purpose and process
[Yvette] The need to be incorporated has formed everything else around it – what you can do. you can't get a bank account, you can't get charitable status, you can't take donations, you can't get funding. Then once there is incorporation, everybody starts making these bylaws that nobody can read and then policies that nobody can read or understand.
[Mark] A lot of the regulatory frameworks come from an assumption non-profits and charities have relationship or accountable to the public, which is not necessarily true for every non-profit. We need to ask, “What's our goal in governance?” and use that as a basis for recruiting board members.
[Yvette] How do we find a group of people to govern our organization? We didn’t start as an organization of Board Members, we started as people who gathered because we believed in a purpose. Somehow we grew into something that has disconnected the people who started it in the first place.
What does an improved model / governance framework look like? What are the components, principles, fundamentals?
Remembering purpose
[Mark] Every organization by default has a constitution, and based on that, purposes, and who they’re accountable with. This question is very different for every organization. It would be great if we can communicate this to funders.
If the governance framework can reinforce asking:
What is our purpose?
Who are we accountable to?
Who should be part of a board/group to bring vision of governance into reality?
What practices should we adopt? Keep in mind you could put anything you want in your bylaws or policies around how you make decisions.
A community
[Yvette] A self-determined governance model and a community. If there is no community of people interested in what we’re doing – why do we exist?
Agendas
[Mark] Organizations get locked into conventional agenda format. Regardless of framework and limitation, step back and ask, “What is the most important thing we should be talking about right now?” Ask everyone involved beyond the board that question.
Try to structure meetings so they are not used for passing along information. Meetings should be for discussion. The prompt for agendas not “What's important to the organization?” it's “What should this group of people be talking about in person with each other live?” which is very different.
Board training, responsibilities
[Mark] Get beyond abstract definitions of what board responsibilities are. Make a list of all the functions in your organization: marketing, communications, events, human resources, etc. List them all out and be really clear what is the board's involvement for each of those.
For some organizations, a start-up the board is doing everything.
Some organizations might start to have paid staff that could clearly articulate what to to focus on.
The list and how the board is involved will change. It should also change over time as the size of the board changes.
Don't get into the “our board is an X board” mantra as that can lead to different interpretations and misunderstandings.
Change from funders
If we want to see change, we have to empower people to make demands for change, and funders need to hear them, and stop insisting that everyone has to fit the model of the standard big organization.
How do we move away from the current donor model?
[Yvette] in certain levels of organizations, it's crazy to expect your board to raise money. To me it's another part of my fallacy. Now that we're in this change moment, everything is going to shrink. All the organizations are going to have to get smaller and rethink the way they are doing business and it is the opportunity to move away from thinking we need someone with deep pockets on the board. This is an actual opportunity! We can reimagine how our organizations work, and part of that is the donor model.
[Mark] The donor model is part of the myths and assumptions that has been applied as a blanket but was specific to philanthropic trusts.
An example of moving beyond that: a festival society in the Metro Vancouver region wanted a group of people to financially support what they do. They created a Leadership Council and to be eligible for Council membership, you needed to bring a certain amount of money. There were no meetings, besides the festival where they had the opportunity to meet with artists.That's how they dealt with fundraising in a way that didn't interfere with the board piece.
How do we address systemic racism and decolonization in our board models?
[Yvette] The whole structure of the organization has to be broken down and come apart. We need to make the deep, structural change that makes everything about the organization more equitable.
Ask who is doing the inviting? Who gets to say what the rules are for these? And when you sit in a boardroom, do they all look alike? Nobody at the board-level asks why someone is being invited into the room, and it ends up being blatant tokenism.
[Mark] The assumption is to start with the board – why? The board is one of the most dysfunctional elements. What about the rest of the organization? How does the entire organization contribute to perpetuating systemic racism, colonization? Our starting place should be the organization.
Maybe the answer isn't to get someone who is not a white man on to the Board but actually reaching out to communities and allowing them to set the vision for the organization. There are more answers than simply “Let’s put them on the Board.” Let's start with the whole organization and we can include people in governance without their sitting at the Board table.
Additional Resources
Yvette Nolan’s “Governance Structures For Theatres, By Theatres” article
Mark Friesen’s “Rediscovering Democracy in Our Communities” TED talk
Michael Bobbit’s “Boards Are Broken, So Let’s Break and Remake Them” article
DreamRider Productions on Evolutionary Governance: Part 1 & Part 2.
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