I recently read that the oldest Gen Z-ers turn 29 this year. Aside from the fact that time is apparently flying by, it made me pause: I was 29 when I joined my first board. That means the generation many people still think of as ‘interns’ is now old enough to sit at the table… and over the next decade, boards that want to stay relevant will need to get serious now about recruiting, developing, and retaining Gen Z (and millennial) directors.

This isn’t just another diversity box to check. It’s going to be a growing governance need. Your organization is trying to hire Gen Z talent, sell to Gen Z customers, build for Gen Z communities. If nobody in the room has lived that experience, you’ll be making decisions with a piece of the picture missing. It's why many organizations create youth councils or advisory groups made up of the people they serve: someone, somewhere, knew the board itself wasn't covering that ground.

So this week I wanted to talk about what Gen Z brings to the table, how you need to change board recruiting and governing to make room for them, and what gaps you’ll need to manage as they grow into the role.

Seeing What the Next Gen Brings to the Table

Before I dive into how to attract and develop Gen Z board talent, I probably need to make a stronger case for why you’d want them in the room in the first place. Here’s what this next gen brings:

Digital fluency. Whether they’re early adopters or true digital natives, younger directors will bring an intuitive grasp of technology that boards increasingly need, both to inform and oversee digital strategy, and to run board operations more effectively.

A values-driven lens. ESG, equity, community impact, and transparency aren’t side issues to this generation…. they’re baseline expectations. Younger directors tend to ask the why and who does this affect? questions earlier and more often in a discussion, which can save you from an expensive problem later… and potentially help you better connect with your community.

An entrepreneurial instinct. This generation came of age as the gig economy exploded. Recent reports suggest that 34% of Gen Zers have a side hustle, with many having built something, freelanced, or worked adjacent to founders. That shapes how they tolerate risk and value innovation.

Tolerance for change. In the era of social media, trends move in months, sometimes days. A generation raised inside that pace tends to be less precious about “the way we’ve always done it” and more oriented toward experimentation. This can be a useful counterweight in boardrooms that can default to caution and traditionalism.

A different vantage point. Beyond the traits above, younger board members often see things longer-tenured directors miss entirely: how a decision will read externally to a younger workforce or community and where legacy processes could cost the organization credibility.

Changing how you recruit

Most board pipelines run on two primary filters: years of professional experience and giving capacity. They’re looking for people who bring 20-plus years of executive leadership experience, or a technical background in finance or law, or the ability to write a five or six-figure check. But that type of filter will likely exclude almost anyone under 35. If you want Gen Z on your board, you have to expand what you’re screening for and where you’re looking.

First, stop requiring past board experience for entry-level seats. Most boards don’t need to gatekeep as hard as they are: 82% of boards run on an operating budget of $250,000 or less a year, and at that scale, a first time director with no prior board experience isn’t much of a risk. To be clear, this isn’t the right call at every scale (an enterprise organization running $20M+ probably does want someone who’s sat in a boardroom before), but for the vast majority of seats out there, ‘no prior board experience’ shouldn’t be disqualifying.

Second, recruit outside your existing network. Boards fill seats through personal referrals more often than they’d like to admit, and personal networks skew toward people who look like the people already in the room. So, instead, look where this generation actually is: tap university alumni boards and industry-specific young professional groups and try posting openings publicly instead of relying on closed networks, using platforms like LinkedIn, Instagram, Reddit, and TikTok to promote the opportunity.

Third, rethink giving requirements. Some organizations have already made this shift in the name of equity: instead of requiring a flat $5,000 minimum gift, for example, they use language like ‘give at a level that’s meaningful to you.’ That can open a board seat to someone who has plenty to offer and just doesn’t have five figures sitting around (yet!).

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Retaining and investing in their talent

Getting a younger director to say yes is the easy part… once you’ve actually opened the door. But keeping them and getting the value you brought them in for takes a little more effort. Here are a few things that I think move the needle (and benefit not just your gen zers but all serving on your board)

• Education. Most directors, regardless of age, have never had their fiduciary duties explained to them or been provided with basic governance education. Build an onboarding experience that includes both written materials and hands-on sessions that walk through legal responsibilities, financial reports, operating norms and behavior expectations, policies, and current board business.

• Accessibility. Choose meeting locations reachable by public transit or without reliance on paid parking or expensive long-range travel: not everyone owns a car or can casually eat a $400/year parking bill. The same logic applies to timing. A 2pm Tuesday meeting works fine for a retiree who controls their own schedule, but not as well for someone earlier in their career who can’t just step out of the office midday, or a parent juggling pickup and drop-off.

• Tech-enabled operations. Gen Z doesn't just prefer good tools… they've never worked anywhere that lacked them. Build a board portal and leverage shared tools for async work and questions between meetings. Consider inviting younger directors to help you upgrade your tech stack and train fellow directors if this is still a gap.

• Sharper communication. In general, executive communication should be short, direct, and increasingly visual. Packets and supplemental materials should be layered, when possible (think a one-page dashboard ahead of a twenty-page narrative memo, or a five-minute summary before the deep dive). This helps those newer to the content orient in and retain more information.

• Collaboration. The board has to demonstrate genuine openness to different perspectives, especially from those with less tenure. Concretely, that means your facilitator needs to know how to draw out newer directors to weigh in before the room’s most senior voices anchor the conversation.

• A readiness to mentor. Pair every incoming director with a mentor on the board who debriefs with them after each meeting: what landed, what didn’t, and why. The less executive-room exposure someone has had, the more that debrief matters.

Acknowledging the Risks

Okay, but I won’t pretend this is all upside. Bringing Gen Z onto your board comes with a few risks to keep in view.

The experience gap. The older I get, the more I notice my own gaps from back when I started. The experience to know when to push and when to defer, the pattern-matching skill that only comes through having sat in the executive seat several times, the calm in the face of crisis because I’ve seen things like it before. First time directors are more likely to lean into what feels urgent vs what is actually important. Again, good onboarding an mentorship make a huge difference on this front.

Social media risk. Younger folk are more online and engaged in social media, and thus more likely to treat a board seat the way they’d treat any other part of their public identity, which can be a real mismatch with what a fiduciary role requires. Define early and clearly what can and can’t be shared publicly, and how to communicate professionally in ways that don’t compromise the organization. Put it in writing as part of onboarding, like a simple one-page policy covering what’s off-limits to post, screenshot, or discuss, and walk through it in the first meeting.

AI risk. Millennials and especially Gen Z are more rapid adopters of new AI tools, both at work and in how they process information generally. Its an asset when it comes to spotting useful applications early… but it’s also a governance risk if it outpaces the board’s own guardrails: sensitive material pasted into an outside tool, drafts run through an assistant without a data-handling policy in place, or decisions informed by outputs without enough rigorous review. This applies to the whole board, but younger directors will be the ones pulling AI into the boardroom fastest, so your policy work needs to keep pace with them.

The Bottom Line

I want to wrap by saying that I am not trying to convince you to lower your bar. Every director, regardless of age, still needs to meet the required time and financial commitment of your board, and bring domain expertise that adds value. Young directors still need to be competent and you shouldn’t rush to place just anyone just to check this box.

But the boardroom is going to look different over the next ten years, whether boards plan for it or not. The ones that get ahead of it, by updating recruitment practices, building in flexibility, writing policy, and welcoming in new and different perspectives will get sharper, more current, more resilient governance out of the deal.

❓How has your board expanded accessibility and diversity, and what moved the needle?

Happy summer, everyone!

I’m a voracious reader. Every year I chew through 100+ books across all kinds of genres. As summer rolls in, I’ve been pulling together my reading list for the season, and as always, a few books on leadership, boards, and the nonprofit sector find their way in.

If you serve on a board or lead an organization, and are planning to spend time on the beach with a book, below are some titles I’ve read and think are worth your time. It’s a bit of a mixed bag. Some help you understand the sector better, including its possibilities and its problems. Others are practical, focused on the skills that can make you more effective. Not all are explicitly about governance or nonprofits, but I think all of them can help make you a better leader.

Happy reading and see you next week as I resume my regular schedule of weekly articles!

Caitlin

📌P.S. I'd love to make this a two-way conversation. If you've read something recently that's made you a better board member or leader, hit reply or drop a comment. Always looking to add to the stack. :)

Books for Exploring The Sector, Its Possibilities, and Its Problems

Reimagining Nonprofits and Philanthropy: Unlocking the Full Potential of a Vital and Complex Sector by Vu Le

An obvious inclusion. If you’ve ever read Vu Le’s blog Nonprofit AF, you already know what you’re in for: sharp, funny, and consistently right about things the sector doesn’t want to hear. This book was published in late 2025, with each chapter tackling a different topic… which I look forward to assigning to my master students this fall! (Boards get their own chapter, and it is not flattering.)

Nonprofit Turnaround: A Guide for Nonprofit Leaders, Consultants, and Funders by Jan Glick

Don’t let the boring cover turn you away. This book is fantastic and a must read for nonprofit leaders. Glick walks through how to recognize crisis symptoms, build a leadership team under pressure, and make hard decisions about culture, programs, and the business model. Considering the state of the sector, better to read it before you need it.

Scene Change: Why Today’s Nonprofit Arts Organizations Have to Stop Producing Art and Start Producing Impact by Alan Harrison

Just finished this book earlier this year. Though framed for arts organizations, I’d encourage anyone to give it a read (at least the first few chapters). Harrison’s argument is simple: excellent art alone is not a nonprofit mission. If your programs aren’t creating real, measurable change in the community, you’re not fulfilling your 501(c)(3) purpose… no matter how good the art is. More broadly its a commentary on how to keep your organizations priorities straight,

Mutual Aid: Building Solidarity During This Crisis (and the Next) by Dean Spade

A short pocket read. Spade talks about community-based mutual aid networks as an alternative (or at least a complement) to traditional nonprofit service delivery. You don’t have to agree with his politics to benefit from understanding the critique.

Decolonizing Wealth: Indigenous Wisdom to Heal Divides and Restore Balance by Edgar Villanueva

Villanueva writes from his experience as a Native American philanthropist to challenge the colonial patterns embedded in how wealth moves through the nonprofit sector. The questions he raises about power, proximity, and whose judgment gets trusted are ones every board should sit with.

Nonprofit Strategy Revolution: Real-Time Strategic Planning in a Fast-Moving World by David La Piana

Most boards are still running traditional multi-year strategic planning processes that bear little resemblance to how the world actually changes. La Piana makes the case for a more iterative approach to strategy, where you treat the strategic plan as a living conversation rather than a document to ratify.

Books on my to-read list in this category this summer:

• Philanthropy: From Aristotle to Zuckerberg by Paul Vallely - I love books that blend together history, anthropology, and philosophy to help me better understand philanthropy. Hoping this stands up!

• Winners Take All: The Elite Charade of Changing the World by Anand Giridharadas - A critique of how wealthy elites use philanthropy to protect the very systems that generate inequality. Interested to see how it might change my viewpoint on donors in the boardroom.

Books for Building Skills and Ways of Being That Make You Better in the Boardroom

These are not board-specific books, but reads that helped me lead organizations and the boardroom better.

Radical Candor: Be a Kickass Boss Without Losing Your Humanity by Kim Scott

If you know me, you know this is one of my favorites. The ability to give and receive honest feedback is a critical facet of strong leadership… and boards are teams too. They face the same challenges with honesty and directness that any team does. Scott’s framework (care personally, challenge directly) is as valuable in the boardroom as it is in the executive suite.

The Art of Gathering: How We Meet and Why It Matters by Priya Parker

A lot of board meetings are, let’s be honest, not great. Parker’s book is about how to design gatherings that actually accomplish what they’re meant to accomplish. Every gathering should have a clear, specific purpose that shapes every decision about format, structure, and who’s in the room.

Reinventing Organizations by Frédéric Laloux

Laloux maps the evolution of organizational structures and makes the case that most organizations are still operating on management models that no longer fit the world we live in. His concept of “teal organizations” will either strike you as visionary or unrealistic. Either way, it will force you to examine assumptions about hierarchy and how decisions get made.

Books on my to-read list in this category this summer:

• The 2-Hour Cocktail Party by Nick Gray - Seems like a quick read with practical advice for building a stronger network (a key skill for any board member or leader!)

• Love and Work by Marcus Buckingham - I’ve always disliked the phrase ‘Do what you love.’ — and am curious how Buckingham will approach this mindset.

• Thinking in Systems: A Primer by Donella H. Meadows - On my quest to continue to collect frameworks and mental models. I already a believer of systems thinking, but don’t mind expanding on that.

There’s plenty of governance advice out there: Books, webinars, consultants, writers like myself, all telling boards what they should be doing. But most skip the question that matters first: what kind of board are you? A three-year-old all-volunteer organization and a regional hospital system with a $40M budget and 15 sites face different challenges, carry different risks, and are held to different standards of governance. Yet both tend to reach for the same playbook (and wonder why the advice doesn’t fit).

In my consulting work, I meet a lot of boards that feel stuck or dysfunctional. If you serve on one, your problems probably feel big and unique… but they’re usually neither. Most of what goes wrong on boards is predictable, and there often are solutions other boards have already worked through. You just need a lens to see it.

Reframing and building on Karl Mathiasen III’s work (see the author’s note below), I want to talk about four board operating modes. What determines your mode isn't size, budget, or age. It's how the board relates to power: where authority lives, how much risk and public accountability the organization carries, and who the board is loyal to. Once you better understand this, you better understand what’s expected of you as a director, what expertise is needed in the boardroom, how the board should relate to staff, strategy, and the public, and what pitfalls to watch for.

As usual, I've tried to make this a useful tool. Under each mode you'll find a way to identify whether it's you, the pitfalls that predictably show up, practical advice for governing well, and the forces that will eventually push toward change.

👁Quick Glimpse - The Four Modes

• Following Mode — decision-making authority flows through, and defers to, a single person.

• Working Mode — the board is the operational capacity of the organization.

• Governing Mode — board and staff hold separated roles and negotiate a shared power structure, with varying degrees of success.

• Enterprise Mode — the board governs at arm’s length, trusts professional staff, and focuses on risk, resources, and reputation.

Mode 1 | Following

📍This is the board that gets built around a person. Decision-making authority flows through, and defers to, a single person.

The defining characteristic of a Following Board is loyalty and deference: (1) Loyalty to the executive leader, before or instead of the mission. And (2) deference of authority, where decisions flow through one person and real accountability is largely absent.

Maybe it’s a founder who pulled together a board of family and friends who believe in them… or maybe it’s a long-tenured CEO who reshaped the board over time, nudging out independent voices and recruiting people from their network. The origin story isn’t important. What matters is the dynamic: authority concentrated around a single leader, the board following rather than governing, and the mission subordinated to the interests of one person.

Is This You?

• Are new directors recruited by the executive leader* or does the leader have significant influence over who joins?

• Do directors feel/seem more loyal to the exec leader (vs the mission)?

• Does the leader set the agenda, drive the conversation, or control what information the board sees?

• Is the organization's identity intertwined with the executive's identity publicly?

• Are major decisions made by the executive and presented after the fact?

• Does the board never pushback on the Executive leaders ideas?

• Does the board never hold the executive accountable?

*this could also be a founder or a board president

Common Pitfalls & Patterns

The Following Board has a predictable set of failures. Most share the common root of personal loyalty crowding out mission accountability. Rubber-stamping, where motions pass without real deliberation and challenging the leader feels disloyal.

• The loyalty loop, where new directors are recruited from the execs personal network, leading to a lack of independence.

• Conflicts of interest go unnoticed or unaddressed.

• Mission drift, as the organization’s focus shifts with the executive’s evolving interests and priorities, and no one willing or able to check it.

• Staff vulnerability due to board unwillingness to hear staff concerns if something goes wrong.

• Succession blindness, where things are going well enough that nobody thinks about what happens when the executive leaves… and the board isn’t built to govern independently when that day comes.

• Financial and compliance risk, where the absence of hard questions allows errors and mismanagement to go undetected longer than they should.

The Upside & Advice for Followers

A Following Board isn’t without its strengths. A small, tightly aligned board can move fast, and give a founder or executive the space to take risks, innovate and iterate quickly, and gets things done without gridlock. For organizations doing relatively simple work or still figuring out who they are, this mode can be perfectly adequate.

Unfortunately, all Following Boards have an expiration date. A Working Board can run for generations and a Governing Board can be a permanent home, but a board built around one person only lasts as long as that person does. Sooner or later, every Following Board is forced to evolve.

The tricky part is that the evolution rarely happens by choice. It takes a trigger: a leadership transition, a financial shock, a serious complaint coming to light, growth the organization isn’t ready for. And when the trigger comes, a board built to follow is suddenly asked to govern. The boards that navigate this best are the ones that didn’t wait for it: they built independence, accountability, and a succession plan while things were still steady. So don’t wait.

• Start asking questions. Take a personal interest in the organizations mission. Do your due diligence before meetings. Engage in discussions about strategy, rather than following blindly along.

• Hold the leader accountable for outcomes, financial performance, and the mission impact.

• Recruit at least one or two genuinely independent voices… people with no personal relationship to the executive who are there purely for the mission. Even one person willing to ask hard questions changes the dynamic.

• Establish basic governance infrastructure including a conflict of interest policy, an annual review process for leadership, and clear board roles.

• Take ownership of board recruitment. The leader should have input, but not control, over who joins the board. Break the loyalty loop!

• Separate the leaders identity from the organization’s identity, thinking about how you communicate publicly, how you recruit, and how you talk about the work. The organization needs to be able to exist without any single person.

• Start talking about succession early, not because anything is imminent but because a board that has never discussed it isn’t ready when it needs to be.

Mode 2 | Working

📍This is the board that is the organization.

The defining characteristic of a Working Board is shared ownership and distributed authority. Unlike the Following Board, there is no single person at the center. The vision (and work) belong to everyone in the boardroom.

Working boards are usually born from the community: neighbors coming together to make a difference or advocates for a shared cause…. so from day 1 there is universal buy-in to the mission. The structure is flat and decisions tend to get made by consensus, which, while democratic, can be slow and exhausting.

Working boards can persist for a very long time, decades even if the scale stays small. And there is nothing wrong with that. A working board that knows what it is, and maintains balance, can be incredibly effective.

Is This You?

(These don’t all have to be true for this to be you.)

• Does the org run on board and volunteer labor, with little to no paid staff?

• Did the board found the organization (vs. a single leader?)

• Is there a strong sense of personal ownership over the mission and the work?

• Do board members hold operational roles or responsibilities outside of governance? e.g. program direction, event coordination, and the like?

• Are board meetings operationally focused? Are committees mostly engaged in programs and operations?

• Is it hard to tell where board work ends and staff work begins?

• Does the budget rely on the networks and relationships of board members?

• Is the board apprehensive about hiring staff, or resistant to giving staff authority?

Common Patterns & Pitfalls

Common sources of pain can vary, but often stem back to the high investment of emotional energy and social component of service.

• Burnout, where board members are carrying both operational and governance responsibilities and neither gets the attention it deserves.

• Consensus paralysis, where the culture of shared decision-making makes it hard to move quickly, resolve disagreements, or hold anyone accountable.

• Mission and strategy stagnation, where the org keeps doing what the founding group knows and loves rather than what the community has evolved to need.

• Governance bad behaviors including side conversations, cliques, and informal decision-making that happens outside the boardroom.

• The insider/outsider dynamic, where founding members form an informal power center that controls decisions, leaving newer members feeling like outsiders.

• The ownership crisis, where staff are hired and a prolonged power struggle emerges between the board that built everything and the staff now being asked to lead it. (This muddy middle can drag on for years.)

• Board leadership determined by availability or popularity rather than expertise and capability.

The Upside & Advice for Workers

The Working Boards greatest strength is the individual investment in the mission. It is deep and personal and usually intense. These boards show up, do the work, and care about the organization’s success in a way that is hard to replicate. In the early stages and at smaller scales, that hands-on involvement is exactly what keeps the organization alive and moving forward. A Working Board that understands its mode and manages its boundaries well can be remarkably effective for a long time.

Here’s how to lead well on a working board… and through its evolution.

• Draw clear lines between board and staff responsibilities, ideally before you make your first hire. Treat it like a governance transition, not just an HR milestone.

• Document policies and procedures. Running on shared norms and handshake agreements works until it doesn’t.

• Invest in onboarding new board members to shared norms and decision-making expectations. In consensus-driven cultures, unspoken assumptions cause the most damage.

• Combat the insider/outsider dynamic with structure. Term limits prevent any one cohort from cementing control. A board orientation gives new members the context and confidence to participate. Rotating committee and officer roles keeps power from consolidating in the same hands.

• Actively recruit outside the founding community. Fresh perspectives break the insularity that keeps working boards stuck.

• Trust your staff. Delegate operational authority and build a professional relationship with defined lanes.

• Check the ego at the door. The organization belongs to the mission, not to the people who built it. It is going to change and the board needs to change with it.

• Exit directors who are unable or unwilling to make the shift as the org grows.

Scaling into Crisis

If your organization ever wants to grow, it will need paid staff. Volunteer labor can sustain a small operation indefinitely, but it can’t scale one. So at some point you hire… and that’s when the trouble starts.

It doesn’t show up right away. The first hire or two coordinate the work, the board keeps running the show, and the arrangement feels fine. But as the team gains size and independence, the questions pile up. Who actually runs operations? Who decides what? Where does the board end and staff begin? Every new hire turns up the tension, and it keeps building until the line gets drawn. It’s a power struggle that can drag on for years.

The boards that make it through check their egos, get clear on roles and responsibilities, invest in governance education, and think long-range about what the organization needs rather than what they want to hold onto. They evolve into a Governing Board. It’s hard work, but there’s no scaling without it.

Mode 3 | Governing

📍This is the board where authority is divided. Board and staff hold separated roles and negotiate a shared power structure, with varying degrees of success.

The defining characteristic of a Governing Board is the separation of authority: the board governs, management leads day-to-day operations, and neither side runs the other. The board’s job is holding management accountable for strategic direction, not doing the work (that’s the Working Board) or cheering on the leader (that’s the Followers Board).

Organizations at this stage have staff, carry real risk, and often manage facilities, assets, or liabilities that demand clear lines of responsibility. The division of roles is a necessity: someone has to be accountable for operations, and it can’t be the board.

Governing Boards sit on a spectrum from highly functional to deeply dysfunctional, and yours likely lands somewhere in between.

Is This You?

• Does the organization have paid staff with clear division of responsibilities between board and staff?

• Does the executive leader report to the board, and does the board exercise oversight rather than defer to them?

• Is the organization’s risk profile manageable without specialized legal, financial, or regulatory oversight at the board level?

• Are committees focused on governance and oversight work rather than running programs or operations?

• Does the board govern through policy? E,g, setting boundaries, delegating authority to the executive, and holding management accountable?

• Is the board recruited for skills, perspective, and expertise rather than their relationship to management or individual board members?

Common Dysfunctions

Because Governing Boards sit on a spectrum, a lot can go wrong in a lot of ways. Some boards are missing structure, some are missing real evaluation, some have most of the pieces but not all of them… and the gaps are where the problems grow. Here are some common ones:

• Governance theatre, where the board is just goes through the motions… meetings happen, votes pass but nothing meaningful gets examined.

• Strategic drift, where the organization keeps doing what it has always done without questioning whether it’s still working.

• Committees meet but don’t produce anything.

• Policies go without update or aren’t followed.

• Over-reliance on a successful executive, with the board rubber-stamping whatever comes through the door.

• Growing complexity without growing expertise, where the organization’s scale and risk profile outpace the board’s ability to govern it.

• Long-tenured directors with no end in sight, stuck in how things used to be and resistant to how things need to be.

• New voices welcomed into the room but the same people driving every conversation, leaving fresh perspectives unheard.

• Board recruitment that gets lazy, filling seats with whoever is available rather than whoever is needed.

• Executive evaluation doesn’t exist or is a formality rather than a real accountability tool.

Advice for Directors on a Governing Board

The Governing Board knows its role, respects the line between governing and managing, and has built the relationships and systems to back it up. For most organizations, this is the destination. It’s not a stepping stone to something bigger, but a garden to tend and grow. Here’s how to make the most of it.

• Treat board recruitment as a strategic exercise, not a social one. Every open seat is a chance to fill a gap in expertise, perspective, or community connection.

• Make your executive director evaluation process real. Set goals at the start of the year, revisit them mid-year, and do an honest assessment at the end.

• Audit your committee structure periodically. If a committee hasn’t produced anything meaningful, it either needs a mandate refresh or it needs to be dissolved.

• Keep asking as the organization grows: does this board have the expertise to govern what we’ve become? The answer changes, act on it.

• Enforce term limits. Long-tenured directors calcify thinking and block fresh perspective. Build rotation into your bylaws and hold to it.

• Keep self-assessment and board education as standing priorities.

• Develop a robust onboarding practice that welcomes directors into the conversation, not just the room.

The Case to Evolve

Most organizations will never need to move beyond the Governing Board mode. But some organizations find themselves being pushed toward something bigger. The trigger here is rarely a crisis. It’s more of a dawning recognition that the organization’s scale, risk profile, and public accountability have outgrown the board’s current practices. A few signals worth paying attention to:

• The organization has become a significant public institution with a level of scrutiny that demands more formalized oversight.

• Operations have crossed into enterprise scale: significant staff, budgets exceeding $25 million, programs delivered across multiple sites or states.

• The organization manages multiple entities, subsidiaries, affiliates, or chapters.

• Large government contracts or a highly regulated environment demand more sophisticated legal and financial oversight.

• Liability and risk exposure have grown to a level the current board isn’t equipped to govern.

• The board can no longer provide the financial capacity, expertise, or credibility the organization needs to compete at its level.

The question to ask is whether your current mode is adequate for the organization you are today. If the answer is yes, stay the course and govern well. If the answer is no, it might be time to read on.

Mode 4 | Enterprise

📍The board governs at arm’s length, trusts professional staff, and focuses on risk, resources, and reputation.

Not every organization makes it here, and not every one should.

The Enterprise Board is governance at scale. The organization has grown into a serious public institution: large budgets, significant staff, multiple sites, complex assets, and serious liability exposure. Think hospital systems, large universities, major social service agencies, national disaster relief organizations. At this level, the consequences of getting things wrong are public, and in some cases, life-threatening.

The defining characteristic of an Enterprise Board is governance at arm’s length from operations, with a primary focus on risk oversight, public accountability, and resource generation at scale. The board is not close to the work. It doesn’t need to be. It needs to be capable of governing an institution whose complexity no single person fully understands, and doing so with the rigor that level of public trust demands.

This is also the one mode where seeking prestige and access is not vanity. The ability to make significant gifts, open significant doors, and navigate high-level public relationships is part of the job at this scale. It has to be built into how the board is recruited and how membership is defined.

Is This You?

• Is the board large and formally structured, with directors who bring substantial financial capacity, executive-level expertise, or high-profile public influence?

• Are committees fully functional and independently operational across all major domains: finance, audit, governance, compensation, risk management?

• Is fundraising professionalized and staff-led, with the board activated as partners rather than drivers?

• Is governance infrastructure supported by dedicated staff, legal counsel, and formal board management systems?

• Are performance expectations set and actively managed for both board members and executive leadership?

• Is the board-CEO relationship defined by professional distance, with clear mechanisms for evaluation, escalation, and termination?

• Does board service carry visible public prestige and attract civic, industry, and philanthropic leaders?

Advice to the Enterprise Boards

The Enterprise Board, when it works, is governance at its most powerful: serious talent, resources, and public credibility in service of a mission operating at scale. Directors at this level have served on multiple boards before. They come in prepared, having done the work before they walk in the room. They understand the difference between governing and managing and don’t blur the line. They ask hard questions without micromanaging, and they bring deep expertise (legal, financial, sectoral, or relational) and deploy it in service of the board’s work rather than their own agenda. They take their fiduciary responsibilities seriously, engage with risk and compliance, and hold the executive accountable with rigor and respect. They give, they open doors, they are visible to the public, and they know when it’s time to leave.

Tips for functioning and growing well:

• Do not recruit first-time board members. This is not the place to learn what fiduciary duty means or how to read a balance sheet. By the time someone joins an Enterprise Board, they should already know how to govern. Your orientation should be about this organization, not governance 101.

• Build risk management into your committee structure. An audit or risk committee that meets regularly, has teeth, and reports directly to the full board is not optional at this scale.

• Be deliberate about board composition. Not every member needs to be a specialist, but the board as a whole needs the depth of legal, financial, and sector expertise to critically evaluate what it is being asked to approve.

• Govern the board itself with the same rigor you bring to governing the organization. Term limits, annual self-assessments, clear expectations for attendance and giving, and an offboarding process when members are not meeting them.

• Bring on dedicated staff to support governance. Volunteer-driven board management is no longer sufficient.

• Anticipate stakeholder activism. At this level, employees, community members, funders, and regulators all have opinions and will not hesitate to voice them. The board needs to be prepared for that scrutiny, not surprised by it.

• Maintain the connection to mission. The bigger the board and the more removed from operations, the easier it is to lose sight of why the organization exists. Build in regular touchpoints with the communities and people the organization serves.

Traps to Avoid

All modes come with their problems, and the enterprise board is no exception. When dysfunction sets in, it likely looks like this:

• Directors who are there for the credential rather than the work, expecting influence disproportionate to their actual engagement.

• Committees that operate so independently they create silos, and the full board loses visibility into critical information.

• Board size becoming unwieldy, making real deliberation nearly impossible and reducing full board meetings to ratification exercises.

• Over-reliance on staff to prepare and present everything, leaving the board in a passive, receptive role rather than an active governing one.

• Risk and compliance functions that exist on paper but lack real teeth (e.g. audit committees that meet once a year and call it good.)

• The gap between the board and the communities being served growing too wide, leaving the board out of touch with the mission it’s supposed to protect.

• Governance becoming overly bureaucratic, with policies and processes that slow the work beyond what is reasonable.

Wrapping this up

If you’ve read this far, you probably recognized your board somewhere in here… maybe in more than one place. That’s normal. Real boards drift between modes, blend traits, and carry habits from what they used to be. The goal isn’t a perfect label; it’s a clearer view of how your board actually operates.

🫧Authors Note

This article builds on Karl Mathiasen III's work, published by the National Center for Nonprofit Boards in 1990 (cited at the end). It has held up well for 35 years and I've returned to it many times as a teaching tool. This article is just an attempt to extend it, adding observations from my own practice, and working through a few places where my experience led me somewhere different. I'm not claiming to have it more right. Just more to add.

Semantics: I’ve made the semantic choice to relabel Mathiasen ‘stages’ as modes. A stage implies a ladder, a progression from simple to sophisticated. But that’s not how boards actually work. Not every board needs to evolve, and not every one that does moves in a straight line. A Working Board that stays a Working Board isn’t behind. It might be exactly where it needs to be (and can be for a long time). Do I think ‘mode’ is perfect? No, but I think it is better than Stages.

Stage/Mode Definition: Mathiasen described boards through demographic markers: board size, fundraising capacity, formality, committee structure, board-staff relationships. All useful, and much of it carried over here. But the more defining qualities are how a board relates to power: how authority flows, how decisions get made, the scale of risk and liability carried, and the degree of public accountability the organization is subject to. I more directly am interested in this.

Breaking up Stage 1. Mathiasen treated his first two board types as variations of the same startup condition. I disagree. The Following Board and the Working Board can both exist far beyond the founding era, and the governance dynamics, challenges, and standards of good leadership in each are distinct enough to deserve their own treatment. Collapsing them misses too much. I don’t think I’ve fully worked this out here, but I also have seen boards regress and fit all the markers of a following board, without a founder in place.

Changing Institutional to Enterprise. I renamed the institutional board as the Enterprise Board, which is another semantic choice, and shifted the definition away from board size and fundraising expectations, which dominated his framing. Instead, I think better markers of an enterprise board is the scale of risk and liability the board carries, the complexity of the decisions it governs, and the degree of public accountability the organization is subject to.

Additional Stuff. Beyond this, I added in my own advice and observations, which I hope serves as a useful addition and resource for boards.

Mathiasen III, Karl. “Board Passages: Three Key Stages in a Nonprofit Board’s Life Cycle.” National Center for Nonprofit Boards, c1990

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P.s. Have a question? Disagree with something I said? Catch a typo? Tell me below :)

The people sitting on your board will make or break your organization’s next chapter. They’ll approve the budget, hire and fire the ED, set strategy, and open doors. So why do most nonprofits leave that to chance, treating recruitment as an administrative task rather than a strategic one? You probably recognize the pattern: a seat opens up, someone knows someone, a name gets floated, a vote happens. It might keep the numbers up, but it doesn’t build a board.

Impactful recruitment requires intention, and a different model entirely. That model is cohort recruitment.

What Is Cohort Recruitment?

Think of it like a school year, because that’s exactly what it is.

Schools don’t admit students one at a time or whenever a space opens up. They plan for an incoming class, shape it intentionally, welcome everyone together, and move them through a shared arc of learning and growth. And the entire rhythm of the institution, from recruitment through graduation, is built around that model.

Your board can (and should) work the same way.

Cohort recruitment means deliberately recruiting multiple board members at the same time, as a group, with shared onboarding, shared orientation to the organization’s culture and challenges, and a built-in peer relationship from day one. Instead of welcoming one new member into an established room and hoping they find their footing, you bring in a class. Three people. Four. Maybe five. They learn together, ask questions together, and enter the culture together.

When you adopt that board year mindset, the governance calendar reorganizes itself around a more predictable and usable rythm. Spring is recruitment season: the pipeline is active, candidates are being cultivated, the incoming cohort is taking shape. Summer is transition time, departing members closing out, incoming members beginning their orientation. Fall is the launch of the new board year, the full board convening with shared context and renewed energy.

This school-year approach benefits everyone. Long-tenured members know when to expect new faces. Staff can plan around it. The board chair can design the year as an arc rather than a series of disconnected meetings. And the organization stops lurching from vacancy to vacancy and starts moving with intention.

Why It’s Worth Doing

Cohort recruitment is a shift, and that shift takes work, but the changes it brings to the overall board dynamic makes it worth doing. While I could write you an essay on this, I’ll trim it to my top three:

• Strategic recruitment and succession planning. A cohort model asks you to assess what the board actually needs and then recruit for it. Does the organization need a lawyer to help revamp the bylaws? Someone with real estate experience if a new facility is on the horizon? You can survey your current board, map gaps in skills, expertise, and diversity, and recruit deliberately to address them. That kind of intentionality is nearly impossible when a single vacancy is driving the process. Urgency crowds out strategy every time. And, bonus, the same rhythm that makes recruitment strategic also makes succession manageable. When directors join and rotate off in groups, vacancies become more predictable.

• Stronger relationships and better onboarding. When directors join as a cohort, they go through the experience of being new together. Like an incoming class of college freshmen, that shared moment creates a natural environment for community: new directors feel safer asking questions, admitting uncertainty, and learning alongside one another. It also gives you the opportunity to design a real, structured onboarding program rather than handing someone a binder and hoping for the best. It can be a real program you deliver, refine, and improve each year, using each cycle as a moment to refresh educational content for the full board, not just the newcomers.

• Energy management. Recruiting is time-intensive. Treating it as a constant background task means it never fully gets done and never fully goes away. An annual cohort model lets the board focus their energy for a fixed season, make a big push together, and then turn their full attention back to the actual work of governance.

Getting Started

If you’ve never recruited in this style before, it can feel a little daunting to formalize the process But, with a little work on the front end, recruitment will progressively become a smaller lift with better returns. Here are five things that will help you build a process that’ll work for you:

📍Get your paperwork in order. Before you recruit anyone, pull together the materials a serious candidate would expect to see: a board job description, a board service agreement, a copy of your financials, an impact report, and any other materials you think a candidate might benefit from seeing during your recruitment process. Having these ready makes the whole thing go easier and shows your candidates you are well organized.

📍Set a timeline and stick to it. Cohort recruitment only works if it’s timeboxed. A reasonable cycle looks something like this: one month to get your materials together, then two to three months to post publicly, source candidates, meet people, and conduct interviews, with enough runway at the end to propose a slate for a board vote. When everyone knows the window and what’s expected, the more likely they can support.

📍Build a multi-touch process. Recruitment is a two-way street. The candidate is getting to know your organization just as much as you’re getting to know them, so one lunch with the ED isn’t enough for either side. You want to create a real sequence: an exploratory conversation that’s more than a pitch, a deeper dive that might include a site visit, a program observation, or a walk through the financials, a sit-down with a few board members. Each touchpoint gives you both more to work with, and can also be spread out throughout the year as you build the pipeline.

📍Teach your board how to help. Current board members can be your best ambassadors and recruiters, but without some guidance, they won’t know who to refer or how to make a good introduction. They’ll pitch too hard and scare people off. Or they’ll get excited about someone and make informal offers before the process is anywhere near done. Before recruitment season opens, get everyone on the same page: here’s who we’re looking for, here’s how to make an introduction, here’s what to say and what not to say, and here’s where the formal process picks up. Give them some talking points, templated text for a linked in post that they can customize. Every little bit helps.

📍Design a full onboarding arc, not just an orientation packet. This is where the cohort model can really pays off. Because you’re bringing people in together, you can design an experience that unfolds over time rather than cramming everything into a single day. A session on organizational history. A team building breakout with the board. A strategy conversation with the ED. A finance 101. A site visit. Each can builds on the last. It’s also a chance to mark the moment: celebrating the people joining, honoring those rotating off, and treating board transitions as the significant event they actually are.

🤞One more thing: don’t feel like you have to get it perfect the first time. This is an iterative process. Your first cohort will teach you things no article of mine can. Go and collect feedback, notice what worked and what didn’t, and try to do a little better with each class. The boards that do this well didn’t start out that way… they just started.

💭A final thought…

The annual cohort cycle isn’t just good for new members, it’s good for everyone. Welcoming a new class is a natural moment to reset as a group, revisit your culture, and let the energy of new people remind long-tenured members why they joined in the first place. That’s the deeper promise of the school year model: it doesn’t just change how you recruit. It changes how the whole board shows up.

💡What’s the hardest part of board recruitment for your organization right now?

I’ve been recruiting a new cohort of board members every year for almost ten years now. Different boards, different organizations… but the same thing happens every time. Someone brand new walks into their first meeting, and you can tell they’re a little … uncertain?

Honestly, it’s not hard to see why. Walking into your first board meeting can feel a lot like showing up to a party where everyone already knows each other. You’re not sure where to sit, how things work, or what the unspoken rules are. There are inside jokes you don’t get, shorthand you haven’t learned, and a whole layer of norms nobody thought to write down or explain before you showed up.

So this year, I’m going to be trying something new. I’m calling it the First Board Meeting Survival Guide, and I want to share that idea with you.

What is it?

Exactly what it sounds like: a short guide, handed to every new board member before their first meeting, with the tips and tricks I wish someone had told me. I’m no talking about a copy of the bylaws or governance101s, but the small, human stuff. Things like: Where should I park and can I attend remote? How much open discussion is encouraged and when is it appropriate to ask questions? Where can I find that document they’re talking about? What does that acronym mean!?

In addition to making the social facets of a board meeting more smooth, I also want to signal to new board members: we thought about you. We’re organized. We care about inclusion and culture. And I think that will matter more than people realize when it comes to building a board that actually enjoys and is effective working together.

So let’s get into what I’m going to be putting into this guide!

Part 1 - The Basics

I’m starting this off with the boring, practical stuff. Maybe you think it sounds too simple to mention, but trust me, knowing where to park or how to find the Zoom link removes a surprising amount of first-day stress. These are the details people are embarrassed to ask about, so they don’t... and then walk into their first meeting with anxiety.

📍Ease the first-day jitters by sharing:

• Where is the board meeting, what are directions, where do they park, and how do they get into the building? Who should they call if they have a problem?

• If it’s virtual, what is the video link or meeting details?

• If its hybrid, is the general expectation to be in person or is being online actually ok? Are virtual attendees able to actually participate or is it realistically just them listening in? (P.s. if the latter, maybe take it as a sign you should abandon them…)

• If in person, is seating assigned, or is there an informal ‘that’s always Dave’s chair’ situation? Are there name tags that need to be picked up?

• How long do meetings usually run? Do they actually start and end on time?

• Where are the bathrooms?

• Is food or coffee provided, or should they grab something on the way?

Part 2 | How Meetings Actually Work

Every board has its own rhythm, and nobody should have to figure it out on the fly on their first day. Sure, your bylaws and board policies will cover a lot of this, and yes, new directors should read them. But that’s a lot to read through and absorb before meeting #1. This part of the survival guide is a cheat sheet to get them up to speed on the things that actually matter in the room, right now.

📍A few things newcomers might want to know include:

• How’s the agenda put together and who runs the meeting?

• How far in advance can directors expect meeting materials, and how will they be delivered? If they’ve already been sent, include a link.

• Do board members typically read materials in advance, or is the meeting itself the first real look?

• Is open discussion encouraged throughout, or are there designated times for it?

• Is it okay to ask a clarifying question in the moment, or is that better saved for after?

• Who else will be in the room? Just the board? Staff? Members of the public? Community partners? Every organization is different.

When someone understands who is in the room and how the room works before they walk in, they’re a lot more likely to engage appropriately and speak up.

Part 3 | The Unwritten Rules

Think about what took you a year to figure out — the stuff that wasn’t in any handbook. The things you were a little embarrassed about, or didn’t even realize were ‘a thing’ until you accidentally stepped over a line or said something that landed wrong.

📍Help other navigate a little easier by sharing the ‘silly’ stuff like:

• What’s the dress code, really? Suits? Business casual? Jeans and a nice top?

• Phones on the table, or put away? Can people bring a laptop and take notes? Are AI notetakers permitted? (Please no.)

• Is there pre-meeting chit-chat or social time? Is showing up early a thing, or are you fine to roll in right at the start?

• Similarly, do people generally stay after the meeting to catch up, or does everyone leave right away?

• Is humor welcome in the room, or is it kept pretty buttoned up?

• Is it okay to step out to take a call, or is that frowned upon?

Additionally, new board members often feel like they need to prove themselves in the first meeting. They don’t… and it’s worth stating explicitly that it is totally fine (actually, it’s smart) to listen more than you speak your first few meetings, and that there are no dumb questions. If something’s confusing, ask.

Part 4 | After the Meeting

The final bit that should be shared early on is what happens after their first meeting, as it reinforces expectations and behaviors you will want to see from board members moving forward.

📍Reinforce working practices by answering:

• When and how are minutes shared? Do they need to acknowledge these?

• How do follow-up tasks get assigned and tracked?

• Who do they call if they walk out with a lingering question?

• Is it common for people to weigh in between meetings, or is the board mostly ‘meeting driven?’

• How do board members communicate in-between meetings? Email, text, group chat?

• Is it normal to reach out directly to staff, or do all communications go through the ED?

• What’s next up for onboarding?

A quick note from a board buddy or the chair… even just a hey how’d it go? can also make a meaningful difference and open up an early channel of communication. It makes people feel more welcomed and settled, while also giving you (as an existing board member) some real-time insight into gaps.

One Last Thing

Remember, this First Meeting Survival Guide isn’t supposed to be the one-stop-shop for all things related to how your board operates and fulfills its governance obligations. It doesn’t need to be long, and it definitely doesn’t need to be formal. A short, well organized document is more than enough to ease the first day jitters for your new directors and set the tone for board culture and behavior.

🔗P.S. - A ready-to-use First Meeting Survival Guide template is available exclusively for paid subscribers. Grab it here and customize it for your board.

💡Help me write a better guide - what’s something you wish you knew before your very first board meeting? 📨 Hit the reply or drop a comment, and I might just add it in!

I spent the beginning of this year on the hosting side of a gala. Now I’ve got several coming up as an attendee this spring…. and I must say, switching roles has a way of sharpening your eye.

There’s a lot that goes into making a gala successful. The storytelling, the guest experience, the programming, the follow-up. Most of it gets plenty of attention in the planning process. But one thing that often gets overlooked is the role of the board.

Too many board members will show up to their organization’s biggest fundraising event of the year and treat it like a night off. They catch up with friends, enjoy the dinner and drinks, clap for the program, (cut a check), and head home… and the organization leaves enormous opportunity on the table.

As a board member you don’t attend your gala, you host it. When board members show up and own their role as hosts, they amplify everything else in the room. They make guests feel welcomed, connected to the mission, and excited about the work—which means more dollars raised and a growing community of people who actually care.

Below, I’ll be diving into what showing up as a host actually looks like, from the moment you arrive to the days after you leave. Real, practical advice to get your board into action.

Before You Arrive

What happens before you walk through the door matters more than you realize. The conversations you’ll have, the connections you’ll make, the moments where you can really move someone… it all goes better when you’ve taken a little time to prepare.

🔵Make or commit your gift before you arrive. Either make your donation ahead of time or decide what you’re going to give that evening. It’s much easier to invite others to give when you’ve already done it yourself, and you’ll be able to say so with genuine confidence when the paddle raise comes.

🔵Know the story of the night. Review the fundraising goal and have one or two recent program wins in your back pocket. You don’t need to memorize a fact sheet. Just enough to anchor a real conversation when someone asks what’s going on with the organization.

🔵Prepare your ‘why I serve’ story. Someone will ask how you’re connected to the organization. Have a warm, personal, 60-second answer ready. Specific and genuine beats polished every time. Practice it once out loud a few times so it doesn’t feel stilted when the moment comes.

🔵Bring a guest or fill a table. Think about who in your network would genuinely connect with this mission and invite them. Tell them specifically why you thought of them. Bonus if you can buy a few extra seats and offer them to friends for free (I find it’s easier to get first-timers to take the leap when dinner is on me!). And if you’re a more seasoned fundraiser, consider leading a table and filling it yourself.

🔒If you're a paid subscriber, I've got you covered with a set of ready-to-adapt email invitation templates. You can find them here.

When You Arrive

This one sounds obvious, but: get there early. The first 30 minutes of a gala are often the easiest time to move about, meet new people, and have genuine conversations. The room is quieter, guests are still finding their footing, and there’s no program pulling attention away. Once dinner starts, that window gets much smaller.

And, when you walk in, own your role. Don’t wait to be introduced. Mill about and greet people warmly. Introduce yourself as a board member. Thank people for coming out. You’re a leader of this organization. Let that show from the moment you arrive. (I talk more about this next).

Working the Room

This is where board members can make the biggest difference, and where most fall short. It’s easy to spend the whole night with people you already know. Don’t. The room is full of people who care about the same things you do, and your job is to find them.

🎊Spread out and meet people. If someone is standing alone, that’s your cue. Walk over, introduce yourself as a board member, and say hello. It’s that simple. As a host, you don’t need a reason to approach someone. Your presence and warmth are enough.

• For shy or newer board members, pair up with a fellow board member to work the room together. It’s sometimes easier to approach people as a duo and you can introduce each other.

• Give yourself a goal… commit to meeting three new people before dinner starts. Having a number makes it feel manageable.

🎊Lead the conversation with curiosity (not a pitch). Ask people what brought them to your event, or how they’re connected to your organization. You’ll learn more, the conversation will flow naturally, and people will leave the interaction feeling good. A few additional tips:

• If you’re not sure what to say after hello, a genuine compliment about the event or the venue is an easy opener.

• Listen more than you talk. The best conversationalists make the other person feel like the most interesting one in the room. Nobody wants to feel like they’re being talked at.

• Keep one hand free. Don’t juggle a drink and a plate at the same time if you want to be able to shake hands comfortably.

• … And don’t rush. One genuine 10-minute conversation is worth more than five quick surficial ones.

🎊Be a connector. In my opinion, this is the fun part! Introduce guests to each other, to staff, and to the executive director. If you meet someone whose interests connect to someone else in the room, make that introduction. People love meeting other people at these events, and you’re uniquely positioned to open those door

🎊Work your table. Don’t go quiet once you sit down. The people seated around you during dinner are some of the best conversations you’ll have all night. If you’re the sole board member at the table, introduce yourself, talk about the organization and your service, and get curious about everyone else.

🎊Don’t forget to exchange contact info. If you have a genuine conversation with someone, get their information before you part ways. A digital business card makes this easy. Don’t leave it to chance or assume you’ll find them later.

During the Paddle Raise

A paddle raise can be the emotional peak of the evening, and board members play a surprisingly critical role in it’s success.

🙋Be one of the first to raise your paddle. When your giving level is called, put your paddle up confidently and quickly. A hand in the air gives others permission to follow. It’s contagious in the best way.

🙋Consider making a leading gift. Talk to your development team before the event about anchoring a giving level. A board member who can kick off a level with a pre-committed gift sets the tone and gives the fundraiser something to build momentum from.

🙋Cheer others on. Applaud when others give, make eye contact, lean in, smile. Your body language matters throughout the entire paddle raise. The energy you put into that room (or keep from it) is felt by everyone.

After the Event

The gala doesn’t end when you walk out the door. The 48 hours after the event are when board members can make a real difference in who stays connected (and who quietly drifts away.)

✨Check in on the guest you brought. Send a thank you note following the event. It could be as simple as an email or text. But follow up directly and ask what they thought. That conversation is the beginning of their relationship with the organization, and you’re still the bridge. It also is a great chance to point them to upcoming events or volunteer opportunities. (For paid subscribers, find my templates here!)

✨Follow up with new connections within 48 hours. If you had a meaningful conversation (and followed by advice to get their contact info…) try to send a personal note. Don’t leave it to staff alone. Your voice carries different weight than an organization email, and a warm, specific message from a board member is meaningful.

✨Brief the development team. Share who you spoke with, what they expressed interest in, and any next steps you mentioned. These handoffs are where momentum lives or dies.

What Not to Do

Just as important as the playbook is knowing what kills the energy. A few things to avoid:

✖️Don’t overdo it at the bar. You’re there to make connections and represent the organization. Keep it to a level where you’re able to still be present all night.

✖️Don’t be on your phone. Except for snapping a photo or two, put your phone away for the night. Give your organization the attention, and respect, it deserves.

✖️Don’t make asks. Unless you’ve been specifically coached to, leave the formal solicitation to staff and program. Your job is to build relationships, not close gifts.

✖️Don’t disappear after dinner. The paddle raise and the moments right after it are when board visibility matters most. Stay present through the end of the program.

Don’t leave without saying thank you to someone. A donor, a volunteer, a member of staff, a sponsor… by name, in person. It takes 30 seconds and makes a difference.

The Bottom Line

Everything in this guide is practical. But the thing that actually determines how a board member shows up at a gala is simpler than any checklist.

Above all, I want you to remember: Your enthusiasm, warmth, and genuine belief in the mission are the most powerful fundraising tools in the room, more than any paddle, program, or talking point.

You are not attending a fundraiser tonight. You are hosting one. Your job is to make every person in that room feel welcomed, valued, and connected to something worth caring about. The asks, the paddle raise, the follow-up — all of it flows naturally when you start from that place.

Go make it a great one.

💡 Question: What is something you do to make your organizations gala rock? Drop it in the comments or hit the reply and help others raise the bar.

After eight years in boardrooms, I’ve earned this opinion: hybrid meetings are the worst of both worlds, and we need to stop pretending otherwise.

The premise sounds reasonable. Someone’s traveling, several time zones away, managing a health situation, or running late… and Hybrid feels like the problem solved. But in practice, hybrid meetings are a compromise that consistently costs your organization the one thing board meetings exist to produce: genuine, high-quality conversation.

Bear with me. Here’s what actually happens.

1. Unequal Experiences

The people online don't engage the way the people in the room do.
They're muted.
They're multitasking.
Sometimes the room forgets they exist (because that's how human attention works).

Questions in the chat get missed. Side conversations happen in person that never quite make it through the speaker. Non-verbal cues are invisible to anyone on a screen.

Tell me, can you really stand beside this as good governance?

2. A higher bar for facilitation

Facilitating a truly engaging meeting in person or online requires a high level of skill. Pulling off hybrid adds more work and another layer of complexity entirely (you literally have to plan two sets of logistics). It also requires someone in the room dedicated to managing the tech while someone else runs the meeting. And when things go wrong, part of the group is stuck on the outside while the room has to waste time troubleshooting.

3. Weaker governance.

As a board member, you have the legal duty of care: to be fully present, read in, and genuinely participating in the decisions in front of you. Your headcount contributes to quorum, and quorum exists for a reason: to ensure major decisions have the benefit of real representation and diverse viewpoints. A board member half-present on a laptop in an airport lounge checks the quorum box, sure. But are they actually fulfilling their legal responsibility? That's a harder question, and hybrid makes it far too easy to avoid asking it.

Make the change.

I’ve heard every argument for why it’s necessary. I’ve made some of them myself in the past.

But I’d challenge you to challenge your board: what would it actually take to make it work in person? And if someone can’t be there? As long as it’s not a pattern, that should be okay. That’s genuinely what minutes are for.

And I’m realistic about what the shift requires. Moving to a single format might mean some people can no longer make it work, and that’s a real cost, worth acknowledging. But it’s also worth asking: is the current arrangement actually serving your governance, or just serving convenience? Not every board role will be the right fit for every season of someone’s life, and the best decisions are made in the interest of the organization… not around individual schedules.

On the other side, the fully remote meeting, done right, can work too. Everyone’s on equal footing and the facilitation challenges are consistent and manageable. Do I think the quality is lower than in-person? Yep. But it’s leagues better than hybrid.

Whatever you decide, be flexible, but be clear. You can even do some meetings in person, others fully online! That’s fine. What isn’t fine is defaulting to hybrid because it feels easier. Proactively manage attendance expectations, set the format in advance, and hold the line.

My bottom line? Stop optimizing for convenience and start optimizing for conversation

Get your board aligned on what a one-format meeting makes possible, reset expectations, and pick a lane: Everyone together, or everyone online.

Because your board, and your mission, deserve better than being stuck in the middle.

📌P.S. If this got you thinking, subscribe for free — I write regularly about nonprofit governance, board leadership, and the hard-won lessons from my own experience in the boardroom.

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Every spring the board I serve on launches its annual recruitment effort, and the questions come rolling in from board members: What do I say when I reach out to someone? What if I don’t have a big network? I want to help, but I’m not sure what I’m supposed to do. When talking with board members (on my own board and others) some feel awkward reaching out and some assume it’s someone else’s job. But mostly, what I hear is that board members would step up in a heartbeat if they just had clearer guidance.

A key thing to remember is that the board you build is one of the most important things you’ll do as a board member. The people in the boardroom will work alongside you year in and year out, shaping strategy, stewarding the mission, and tackling challenges as they arise. You should want a voice in who joins that room, and the responsibility of recruitment belongs to everyone sitting around that table.

So whether you’re an individual board member wondering how to contribute or the person responsible for driving the process, here are practical ways everyone can show up for recruitment, no matter how long they’ve been on the board.

First, Get Organized.

Before you launch into recruitment, there is a little bit of ‘prework’ you need to do, both as a board and an individual board member, in order to be successful.

Create a Reference Doc

Board members need to feel confident talking about what they’re inviting people into. The board chair or governance committee should put together a simple one-pager… this can be as lean as a cheat sheet just for internal reference, or something more robust like a designed prospectus that can be shared with prospective members. Either way, think of it as a go-to resource for all your conversations about service.

Basic things to know and include are:

• The mission and impact

• Top impact statistics from the prior year and a high-level sense of the organization’s size (budget, people served, reach)

• The basics of board service (monthly time commitment, meeting cadence, giving expectations, etc).

• An outline the recruitment process steps

• A clear point of contact or link to a landing page, so people know what to do if they’re interested.

You also need a story to tell, either your own or one that resonates with you from the organization, that answers the question ‘why does this matter to me/my community?’ I recommend taking a little time to reflect on this and write a few notes down before jumping in.

Have a Job Description

Board service is a job… a volunteer job, yes, but a real one nonetheless, with legal responsibilities and fiduciary duties. A job description is critical for recruitment, as it calls out what you're specifically looking for in a board member: areas of expertise, professional background, community ties, or other qualities that reflect what your board actually needs today. It should be updated every year to reflect the evolving composition of the board.

Create a Landing Webpage

Finally, your organization needs a webpage about the board and recruitment. This landing page should include information about who is on your board, the job description, the application process, and the application itself. This improves transparency and helps bring credibility and polish to the process.

If you’re just getting started, nonprofit leadership lab has a sample application here.

Now, The Practical Stuff.

Alright - you have your talking points, a job description, and a place to point people. Now here’s how you, as an individual board member, can contribute to the overall success of the process.

1 | Share and amplify the opportunity

Help make it easier for the right people to find your organization by sharing and amplifying the opportunity in both your real and digital life:

• Post once on LinkedIn this month (ask staff for sample language if you need it), and tag 2-3 people.

• Reshare one or two organizational posts and add a sentence about why you serve.

• Drop the opportunity in two or three relevant online spaces. This could be alumni networks and newsletters, linkedin groups, professional associations, community organizations, etc.

• Attend a local community event, panel, or professional gathering with recruitment in mind, and talk about your org and the opportunity.

• Text or DM 1-2 people with the recruitment website link, with something like: “Thought of you when I saw this… Do you know anyone who might be a good fit?” Because, you don’t have to know the right person yourself, sometimes the best candidates come one connection removed.

2 | Make warm introductions

Personal outreach is the single most effective recruitment tool available… and yet this is where most board members hesitate. (‘I don’t really know anyone’)

Here’s the thing: you probably know more people than you think, but you need to think beyond your immediate circle: colleagues, former coworkers, people you volunteer with, folks you’ve met through community work or networking.

• If no one comes up, keep recruitment in the back of your mind as you move through your normal week. The right person might be closer than you think.

• If you find someone you think could be a match, reach out with a short, genuine note explaining why you thought of them. Offer to grab coffee or introduce them directly to the right person on your board, and follow up once to keep the momentum going. You don’t need to push them through the whole process, you need to get them excited about the opportunity.

• If someone expressed interest last year but never followed through, follow up again. Timing matters and people’s circumstances change

Learning something about board recruitment? My stack is full of free (real free!) guides and resources for boards and nonprofit leaders looking to grow.

Sign me up, Scotty!

3 | Tap other boards and past board members

This one gets often overlooked: great board members often know other great board members!

Look around your city and take note of who is showing up on other nonprofit boards, civic committees, or community organizations. Those are exactly the kinds of people you want in your orbit. These are people who already understand what board service looks like and are likely passionate about community service. …And, just like your board, organizations everywhere have people cycling off every year who may be looking for another opportunity to serve.

Reach out to people who serve on other boards (even if its a cold connection), share that you're recruiting, and ask if they know anyone who might be a good fit. If you're an experienced board member yourself and get this type of outreach, don't be shy about trading talent across organizations.

Additionally, reconnect with past board members who have rotated off. They already know and love the organization and may be ready to return or refer someone great

4 | Support building the pipeline

People join boards of organizations they feel connected to, which means recruitment actually starts years before someone finally says ‘yes!’ to board service. There are so many ways that you can help build relationships that may eventually lead to the boardroom.

• Invite people to an organizational event or program site visit so they can see the work firsthand.

• Bring a prospect as your guest to a fundraiser, annual meeting, or community gathering.

• Share a recent impact report, news story, or program update with someone you think would care about it.

• Connect people with volunteer opportunities so they can build a relationship with the mission on their own term.

5 | Be intentional about who you recommend

Before making a recommendation, think about what gaps exist in skills like finance, legal, fundraising, or communications, but also in lived experience and community representation. Recommend people even if you don’t know them deeply, as long as you can genuinely vouch for their potential. And resist the urge to self-filter others out before they’ve had a chance to learn more.

Bottom Line

The board you build is one of the most consequential things you'll do as a board member. A committee can run the process, but they can't replicate your relationships, your credibility, or your personal story. Pick two or three things from this list and get started. Recruitment season doesn't last long… but the board it produces will.

💡 Question: What is a tip or piece of advice you’d give a board embarking on recruitment this year?

Send this to a board member who is busy recruiting for your board this year!

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Somewhere right now, a board is sitting through the dreaded two-hour meeting-that-could-have-been-an-email. Think: the executive reading through their report, every committee chair taking their turn, one or two people doing all the talking, and no real invitation to contribute. It’s just one, long status update with maybe a chance to ask questions at the end.

This is not uncommon and its a serious problem

Think about what’s actually happening here: You have done a difficult thing… You pulled together a group of experienced leaders, with diverse perspectives and a genuine passion for the mission, who carved out time in busy schedules to focus on the organization. …And you're wasting it on status updates. That's a missed opportunity and, frankly, disrespectful of everything those people bring to the table.

⚡But no more! There are a few targeted changes that can go a long way to ending boredom in the boardroom. Before we get there, though, there’s a prerequisite that makes everything else possible.

The Prerequisite: Someone has to really own the meeting.

Ownership is more than deciding what should get discussed, its shouldering the responsibility of figuring out out how it it gets discussed (and then actually facilitating it). This responsibility falls first to the Board President, and then to the executive committee as a whole.

Ownership means preparing the agenda well in advance, in partnership with executive leadership, with an eye on your strategic priorities and a bias toward interactivity. It means doing pre-work to think through actual facilitation (Breakouts, share-outs. possible action items, etc.) and always asking: how do I move this group from a presentation into a real conversation? This is the real difference maker between running a meeting that people check-out of and one that leans them in.

Ownership, more than subject matter expertise or governance knowledge, is what makes the biggest difference in the boardroom: someone who is both willing and skilled enough to facilitate and understands that their job is to move the room into dialogue.

Without that person, even the best structural changes will fall flat. That being said,, let’s assume you have it! Here are the two tips I have that can get you moving:

(P.s. If you’re a board chair, check out my basic & advance tips for being a rockstar leader!)

Change #1: Use a Board Packet to Eliminate Report-Outs

The most reliable way to kill momentum in a board meeting is to spend the first hour listening to executives and committee chairs read updates everyone could have read themselves.

⚡The single most valuable thing you can do is to eliminate the dreaded round robin of committee report outs. Here’s the fix:

1. Require written reports. Have every committee chair submit a report before the meeting using the same template, every time: top three headlines, critical need-to-knows, and anything that needs a decision. Your executive should do something similar. For anything coming to a vote, request a one-page memo, detailing context, and have it live first on the consent agenda.

2. Create a board packet. Bring all your written reports, plus agenda, past minutes and financials, together in one packet.

3. Send the packet at least five days before the meeting. …which means whoever owns the packet needs reports and the agenda done two weeks out. I know that sounds like a lot of lead time. But it’s not. Just plan for it.

4. Explicitly set the expectation that people to read it ahead of time. And I mean really read it… not ‘I skimmed it in the parking lot’ read it. Part of being a responsible board member is taking time to sit down and read, take a few notes, and come with a question or two. This is a reasonable ask and anyone unwilling, or unable, to meet it should not be serving on your board.

5. Slate Q&A time on the agenda. With all these reports, you need to give time for board members ask questions (Ideally questions that are clarifying or building on the content.) If everyone came prepared and there are no questions, move on. That means the written report did exactly what it was supposed to do.

6. Uphold real consequences. If someone shows up unprepared, they don’t vote on anything that requires the context of the packet. I’m not trying to be punitive: It’s just simple fact that you cannot exercise your legal duty of care on content you haven’t read. It’s that simple.

This single shift, of moving committee report outs to pre-read, can reclaim enormous amounts of time and creates space for the board to do what boards are actually there to do.

❓But what if a committee has something it wants to discuss with the whole board? Great. Your chairs should share topics with the board president so it can be balanced against other critical conversations and factored into the agenda thoughtfully (see Change #2 below)

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Change #2: Build Agendas Around Discussions

Once your board packet is relieving you from report outs, you get to have a little fun: what do you actually want to talk about?

At first, this can feel harder than it sounds. You’re so used to filling the agenda with updates that real conversation feels almost unfamiliar. But it gets easier, I promise.

Start by picking one to three things. and be honest with yourself about how much time you actually have. A good conversation, especially around a meaty question, will always want more time than you give it. That’s fine, but be ready to manage it.

Topics can come from anywhere: a strategic priority worth going deeper on, a decision the executive needs the board’s thinking on, a challenge that deserves collective brainpower, a question a committee has been wrestling with. Whatever it is, conversations becomes the heart of your agenda.

⚡Here’s the key trick: when you write your agenda, list the topic headliner AND include an actual question or two for people to sit with beforehand.

For example, instead of:

Write:

That small shift gives people the chance to do some thinking before they walk in the room. The conversation starts a level deeper, and you’re far more likely to hear from more than the usual two or three voices. (Also see how I included how much time is allocated for the discussion?)

Facilitation Tips

You should be aiming to make every board meeting interactive because that’s how you actually use the expertise sitting around that table.

If you’re the facilitator, there are so many cool techniques/tools out there you can draw on to create an engaging and productive room. Yes, it takes work to learn how to use these, and a little courage to try new things, but man, people will love you for doing the work to get them to lean in.

A few things I personally use to engage people & keep things on track:

• Timeboxing conversations. This is non negotiable for me. Telling people they have 30 minutes for a conversation gives you the mandate to manage time and refocus the group when things drift.

• Using a parking lot! When a good idea starts pulling the group off track, park it. It gets acknowledged, and you keep moving.

• Teaching ‘Step Up, Step Back’. Directors need to be self-aware of how much airtime they're taking. If you're talking a lot, step back and create space for other voices. It's an executive-level skill, and one you should expect from a board member.

• 1-2-4-All: Have individuals reflect individually, then pairs discuss, then fours, then the whole group. It surfaces ideas that never get airtime in open plenary, and ensure people feel heard.

• World Cafe: When you have lots of questions, try this! Rotate small groups through different questions at different tables. Generates cross-pollination and breaks up the usual seating dynamics.

• Breakouts + Share-Outs: Split people into smaller groups before a full-group discussion, and invite those groups to come with share outs.

• Closing the meeting well. What will you be doing between now and next meeting? Is there a pressing topic on the horizon? Use your final touchpoint to orient and task people. Note any action items, assign owners and deadlines, and have the secretary follow up with those assignments.

One last thing… ditch hybrid meetings

I get this is a hot tab, but after eight years in boardrooms —(in-person, fully remote, and hybrid) I think I’ve earned this opinion: hybrid meetings are the worst of both worlds, and we need to stop pretending otherwise.

The people online almost never engage the way those in the room do. They’re muted, they’re multitasking, they’re half in the room and half not. Sometimes people even forget they exist. And pulling it off well requires a level of facilitation skill and tech management that, honestly, most boards don’t have or cant sustain. I include myself in that.

I know it feels like the compassionate, flexible thing to do…. but it isn’t. It’s a compromise that’s costing your organization the quality of the conversation it deserves every single time.

So pick a lane. Everyone together, or everyone online. And if someone misses a meeting? Well that’s what minutes are for.

The Bottom Line

A few small changes, and a whole new boardroom:

One owner who takes facilitation seriously.
Reports where they belong (in the pre-reads.)
Agendas built around real conversation.

That’s really it. Those shifts can transform your board meetings from something people yawn and endure through into something they actually look forward to.

Remember: Boards exist to think and talk together. Your time all in one room is too rare to waste on sharing updates that could have been in an email.

You know what a great board meeting could look like…. now go run one!

📍P.S. If this helped you, forward it to your board and follow along! Everything I write comes from real experience… things I've actually done, tested, and can stand behind. No theory, no fluff. Free.

(Though you can become a paid subscriber too and help me keep this publication free for all!)

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Last week, I made my position clear: AI notetakers in nonprofit board meetings are a governance risk you shouldn’t take on. Discovery exposure, broken trust in the boardroom, potential legal violations… the potential problems are serious.

But I’m also a realist. Even with my warnings, some of you are going to use AI tools anyway. Maybe your board secretary already decided and this ship has sailed. Maybe the executive director demoed a tool at the last retreat and people loved it. Maybe you’ve been using one for months and are just now reading this wondering if you’ve made a terrible mistake.

(You may have. But let’s fix it.)

Below I talk about how to use AI tools while minimizing legal and governance risk. If you're still on the fence, last week's piece lays out why I'd still steer you away entirely.

Bottom line, up front: If you’re going to use AI in board meetings, these are my recommended essential protections you cannot skip.

Jump:

• 📄AI Transcripts are not your official minutes, full stop.

• 🗑️Immediate destruction after approval

• ✅All-Party Documented Consent, Every Time

• 🏢Enterprise-Grade Tools Only

• 🔍Vet Your Vendors Like Your Risk Depends on It (Because It Does)

• 🔒Make Sure This Doesn’t Conflict With Your Existing Data Privacy Commitments

• 📋Write a Policy.

• Human Review Is Not Optional

• ➡️Before You Move Forward, Answer These Questions Honestly

• 🎯The Takeaway

• Up next in my AI & Nonprofit series…

The Non-Negotiables

📄AI Transcripts Are NOT Your Official Minutes. Full Stop.

AI tools should only produce draft materials for reference, and should never substitute for proper board minutes. Your board secretary or governance professional should still prepare official minutes that:

• Document only essential information (quorum, decisions, due diligence, resolutions)

• Exclude preliminary discussions and speculation

• Maintain confidentiality of sensitive matters

• Meet your state’s legal requirements for nonprofit records

Why does this matter? Because if an AI transcript becomes your official record, you’ve massively expanded what’s discoverable in litigation.

⚡The action: Write this into your AI usage policy explicitly. AI transcripts are working documents. Official minutes are prepared by a human.

🗑️Immediate Destruction After Approval

Once your board approves final minutes, there is no legitimate business reason to keep the raw recording or AI transcript. None. .

Not “eventually.” Not “when we get around to it.” Immediately.

I know it feels wrong. What if someone has a question? What if there’s a dispute? Here’s the thing: your approved minutes exist precisely to answer those questions. That’s what they’re for. Keeping transcripts “just in case” creates more things that can go wrong.

Auto-delete features in your software are not good enough. You need a documented process where a human confirms deletion actually happened, and that confirmation goes in the meeting record.

⚡The action: Your record retention policy needs explicit language requiring destruction of transcripts upon minutes approval. Assign someone responsibility for confirming it and track it.

✅All-Party Documented Consent, Every Time

About a dozen states require all-party consent to record a conversation. If you’re in one of those states, or if participants are calling in from one, recording without consent is potentially a criminal violation. What documented consent actually looks like in practice:

• Announce at the start of every meeting that AI recording is in use.

• Get explicit verbal confirmation from each participant (not just silence).

• Document who consented in the meeting record.

• If someone joins late, pause and get their consent before continuing… yes, even if it’s awkward.

• Make it clear that anyone can object and the recording will stop.

⚡The action: Build a consent script into your meeting agenda template. Make it routine so it doesn’t feel like a big deal.

🏢Enterprise-Grade Tools Only

Free AI tools and standard consumer platforms are not appropriate for board meetings. Consumer AI tools (the free versions, the standard tiers) often explicitly retain your data, use it to train their models, and may share it with affiliates. Your board’s discussions about strategy, donors, personnel, and legal matters would become training data for a profit-driven company.

What you need from any tool you use:

• End-to-end encryption.

• Explicit no-training-on-data policies (your conversations won’t train their AI).

• Data residency controls (you know where data is stored geographically).

• Security certifications (SOC 2, ISO 27001, etc.).

• Contractual right to data deletion (not just user-side deletion).

• No third-party data sharing.

⚡The action: If you’re currently using a free or consumer tier of any AI tool in board meetings, stop. Evaluate enterprise options before your next meeting.

🔍Vet Your Vendors

Third-party vendors are one of the most common sources of data breaches and privacy violations. And here’s the thing: if your vendor mishandles your data, you are still on the hook legally. ‘Our vendor did it’ is not a defense.

Before adopting any AI tool:

• Read the complete privacy policy and terms of service

• Understand exactly how long they retain data and how deletion actually works.

• Verify their security protocols and certifications.

• Confirm compliance with relevant regulations for your sector (HIPAA if you’re in healthcare, FERPA if you’re in education, applicable state privacy laws everywhere).

Why this matters: Most data breaches and privacy violations happen through third-party vendors. You’re legally responsible for how your vendors handle your data.

🔒Make Sure This Doesn't Conflict With Your Existing Data Privacy Commitments

There is a good chance your organization already has data privacy commitments (to funders, to clients, to beneficiaries, to employees, etc). AI use in board meetings needs to be consistent with all of them. This means thinking through:

• Data minimization: Are you collecting more than you need to?

• PII protection: Are donor names, client details, employee information showing up in transcripts?

• Regulatory obligations: Healthcare organizations, educational institutions, and social service agencies face stricter rules that may conflict with AI transcription entirely.

• Funder and partner commitments: Some grants and partnerships include data privacy requirements you may not remember agreeing to.

⚡The action: Have someone review your existing privacy commitments before you finalize your AI policy.

📋Write a Policy.

“We’ll be careful” is not a policy. Policies have specificity, accountability, and teeth. Your written AI transcription policy needs to cover:

What can and cannot be recorded:

• Executive sessions: never

• Personnel matters: never

• Conversations with legal counsel: never

• Sensitive donor or client discussions: never

• Routine business meetings: only with unanimous consent

Who can authorize recording: From leadership to individual directors

How transcripts are controlled: Who has access, how they’re stored, how (and to whom) they can be distributed

When transcripts are deleted: Define this specifically. “After approval” needs to be defined —- 24 to 48 hours.

Accountability: Who is responsible for compliance? What happens when the policy is violated? When does the policy get reviewed?

⚡The action: This policy needs to go through your full board for adoption. Everyone who participates in meetings should be bound by the same rules.

👁️Human Review Is Not Optional

AI transcription is impressive, but it makes mistakes. It misattributes quotes. It mishears names. It transcribes things that were clearly off the record or were part of a sidebar conversation.

More importantly, AI has no judgment about what should and shouldn’t appear in a written record. A human who understands governance is more likely to. Every transcript must be:

• Reviewed by a human who understands governance requirements

• Edited for accuracy (AI makes mistakes constantly)

• Checked for proper attribution (AI misattributes speakers)

• Redacted for sensitive content before any distribution

⚡The action: Assign this review responsibility to a specific person with governance knowledge (your board secretary, your governance committee chair, or an outside governance professional, etc.).

Before You Move Forward, Answer These Questions Honestly

1. Can you actually implement all of this? Can your organization, with your current capacity, meet all these requirements consistently? Including during your busiest periods when shortcuts are most tempting?

2. Do you have the budget? Enterprise AI tools cost more than consumer versions. In addition to software fees, you should account for legal review costs for vendor contracts, policy development, and compliance monitoring.

3. Who owns compliance? Someone specific needs to be accountable, by name and role.

4. Have you talked to your insurance carrier? Does your D&O coverage address AI-related governance failures?

5. What’s your plan when something goes wrong? Maybe a transcript gets forwarded too widely. A recording captures a privileged attorney-client conversation. A vendor has a breach. You discover you’ve been violating consent laws for six months. What do you do?

6. Is it actually worth it? Honestly calculate the time you’d save against the full cost of doing this right … the enterprise tools, the legal review, the compliance monitoring, the staff time. Then compare that to what it would cost to invest in training someone to write better minutes.

If you can’t answer all of these questions confidently, you’re not ready to move forward.

🎯The Takeaway

I said last week you shouldn’t use AI notetakers in board meetings and I stand by it. But if your board has decided to proceed anyway, do it right. My non-negotiables above are my professional opinion on the minimum required to avoid serious legal exposure.

Governance failures are expensive. Do the work now.

💡P.S.! Next up in my AI & Nonprofit series

How to build your AI policy from scratch … and how to get ahead of the AI tools quietly embedded in platforms your organization already uses. Subscribe for free to follow along.

Subscribe now

🔗References & Continued Reading

• TeDesco, B. S., Yurko, B. J., By: Chris Cannon & Michael Felberbaum, & Dressely, B. D. (2025, September 29). Responsible ai: How donorsearch is Shaping Nonprofit Tech. DonorSearch. https://www.donorsearch.net/resources/responsible-ai/

• Polanco, H., Tiernan, K., & Lodewyck, S. (2025, May 6). A guide to nonprofit AI implementation for nonprofit leaders and staff. BDO. https://www.bdo.com/insights/blogs/nonprofit-standard/a-guide-to-nonprofit-ai-implementation-for-nonprofit-leaders-and-staff

• How to ethically use AI for nonprofit organizations. Orr Group. (2024, July 29). https://orrgroup.com/your-roadmap-to-ethical-ai-organizational-readiness/

• AI regulations: What Nonprofit Boards Need To Know. BoardEffect. (n.d.). https://www.boardeffect.com/blog/regulations-ai-nonprofits/

• Deloitte. (n.d.). AI governance for Board members. Deloitte. https://www.deloitte.com/us/en/what-we-do/capabilities/applied-artificial-intelligence/articles/generative-ai-governance-risk-management.html

Most nonprofit boards believe their executive left for reasons beyond their control.

Most of them are wrong.

Executive turnover is at a record high, and I’ve spent the last five years inside dozens of those transitions. What strikes me most isn’t the volume… it’s how consistently the board’s version of events doesn’t match the outgoing executive’s.

Boards tend to land on burnout or compensation. Something external, something inevitable, something beyond their control.

Meanwhile, the executive is telling a different story: they didn’t feel supported. They were asked to deliver the impossible with no resources. The board was either checked out or overreaching. Feedback was rare. No one thought to say thank you.

These aren’t two perspectives on the same story. They’re entirely different stories. And until boards reckon with that gap, turnover will keep climbing … and they’ll keep being surprised by it.

📍This field guide is for boards who are ready to do the work to retain their executives.

Jump to Section

1. 🛠️Set Them Up to Succeed

2. 🧹Clean Up Your Governance

3. 🔋Make the Job Sustainable

4. 🤝Be a real partner

5. 🎯The Takeaway: Turnover is a Governance Issue, Not a Leadership Resilience Problem

1 | 🛠️Set Them Up to Succeed

The success of your executive leader starts long before day one.

🛠️Stop writing job descriptions with everything and the kitchen sink.

If your CEO or Executive Director job description reads like five roles stitched together, that’s exactly what you’ve created. No one person can realistically serve as chief executive, chief fundraiser, CFO, HR lead, program director, and board wrangler …and yet, that’s what many job descriptions describe. Then boards wonder why their leader burns out in 18 months.

A few things that actually help:

• Bring real executive expertise to design the role. Many board members have never held an executive position. That’s fine! But it means they probably shouldn’t be the ones writing the JD. Search firms and experienced community leaders can help you calibrate what’s realistic.

• Define what success actually looks like. Not ‘we’re in a better place’. I mean specific financial targets, operational benchmarks, strategic milestones. If you can’t articulate what winning looks like in the first 12–24 months, you haven’t finished designing the role.

• Plan for a 90-day reset. Look, you won’t get the JD perfectly right from the outstart. Build in a structured check-in with your incoming executive to revisit it together to make sure expectations stay aligned with realtiy.

• Debrief with your outgoing executive. If they're willing to be candid, an exit conversation can surface exactly where the role broke down. If they're not, talk to senior staff….they usually know what’s up. Fold what you learn into your next search.

🛠️Hire by rubric, not by vibes.

Boards get swept up by compelling candidates all the time. Maybe they’re a fantastic storyteller or have real passion for the mission. But passion can rarely close the competency gap.

If a capital campaign is on the horizon, you need someone with major gift experience. If you’re in turnaround mode, this isn’t the moment to hire a first-time executive. Relevant experience will always outperform enthusiasm.

The fix is straightforward: build a scoring rubric. List the qualifications the role actually requires, pair each with specific interview questions, and use it consistently across your search. A good rubric keeps your committee aligned, surfaces real tradeoffs, and keeps “vibes” from driving the final decision.

🛠️Pay what the role deserves.

The idea that working for a cause should come with financial sacrifice is so embedded in nonprofit culture that many boards don’t even think to question it. But nonprofit leadership is serious, complex, high-stakes work… and if you want talented people doing it, you have to be willing to pay for it.

Market benchmarking is a useful starting point. But you also need to look honestly at what you’re asking this person to carry: the size of the budget, the complexity of the work, the level of risk involved. Compensation should reflect that reality, not just the sector average.

2 | 🧹Clean Up Your Governance

Make sure your board is lightening the load … not becoming the source of it.

🧹Establish a Functional CEO–Board Chair Partnership

The relationship between the CEO and Board Chair is the most important governance relationship in your organization, and it requires structure to work well: regular check-ins (monthly or biweekly), clear escalation protocols, and a genuine commitment to no surprises on either side.

I’ve written pretty extensively on how to get this right, so go jump there to read about this one in depth.

🧹Show up prepared to meetings.

When board members arrive uninformed or misses a call, someone has to get them up to speed. And that someone is almost always your executive (or their staff). Multiply that across a full year of board meetings, committee sessions, and one-off calls, and you’ve created a significant drain on leadership capacity.

Preparation is a baseline expectation of board service. Read materials before you arrive. Ask questions in advance. Come ready to make decisions. And if you’re in board leadership? Hold people accountable. If someone consistently isn’t showing up prepared or at all, it may be time to help them transition off.

🧹Right-size your committee structure

Over-built committee structures are an invisible tax on staff time.

Here’s an exercise worth doing: calculate the actual staff hours consumed by your current committees: in meetings, prep, and follow-up. A monthly one-hour committee with 6 people costs 72 hours of meeting time alone, before anyone even opens a laptop to prepare. Now put a dollar value on that time. How much of it is genuinely advancing strategy?

Every few years your board should be asking:

• What committees do we actually need to effectively administer the board and advance strategic priorities?

• Are these committees up to date with our current needs?

• Are any of our committees duplicating staff work?

• What would actually happen if you cut committee work by 30%? Meet every other month? Cut that meeting by 30 minutes?

You might be surprised.

🧹Address bad board behavior early.

This one probably should have come first. You probably have seen it:

• Side conversations.

• Bypassing leadership to give “suggestions” to staff.

• Re-litigating decisions that were settled last meeting.

• Passive-aggressive silence during discussion, followed by complaints afterward.

• Directors cultivating independent donor relationships in ways that create parallel power structures.

These behaviors, and others like it, create real work and real stress for your executive. The board chair should lead on culture at the board, but every board member should know how to recognize these patterns and feel empowered to name them. Every month a bad dynamic goes unaddressed is a month your executive is probably thinking about leaving.

🧹And, yes, major donors don’t get an exception

This one can be uncomfortable to navigate, but it matters: significant donors do not get a pass to be disrespectful to staff, undermine the executive, blur authority lines, or expect special access to internal operations.

When a major donor starts crossing lines, that’s a governance problem, and the board has to be willing to address it. If the board isn’t ready to step up, the executive absorbs that friction indefinitely. That’s not a sustainable arrangement.

3 | 🔋 Make the Job Sustainable

Telling your CEO they’re doing great is kind. Building systems that support them is better.

🔋Use an Executive Session, and Use it Well

Every board meeting should include a standing, board-only executive session. Not as a reaction to a crisis. Not as a workaround for hard conversations. As a regular, normalized part of how the board governs itself.

Used well, executive session creates space for three things:

• Board self-governance. Are we aligned? Operating at the right altitude? Is our behavior helping or hindering leadership?

• CEO performance and support. Are expectations clear? Does the CEO have what they need to succeed? Do we have any real-time feedback?

• Sensitive risk management. Litigation, investigations, compensation, succession planning, and crisis response require confidentiality.

What it is not: a place to vent about staff, a forum to reopen closed decisions, or a substitute for direct conversation with your CEO. If concerns are discussed in executive session, they need to be communicated back clearly. Executive session should never become a shadow conversation your CEO can feel but can’t see.

Here are some more tips from Boardsource.

🔋Conduct annual executive assessments that actually mean something.

Many executives never receive structured feedback. They hear praise in passing and concerns when something breaks. That’s not helping them grow.

An annual executive review should be a formal process: clear expectations, progress against agreed goals, and an honest assessment of where support is needed. It should never be the first time concerns are raised. And it should happen every single year.

I’m a strong advocate for bringing in a third-party facilitator. They can gather input confidentially, synthesize themes more objectively, and help both the board and the CEO work through difficult feedback productively. This is more than an investment in your leader. It’s an investment in organizational stability.

🔋Resource the Role & Infrastructure

A CEO cannot succeed in a structurally underfunded organization. If you expect growth and strong leadership but resist funding overhead, you’ve built a burnout machine.

Resourcing the executive means:

• Allowing them to hire the talent they need

• Funding back-office and administrative capacity

• Planning for succession below the CEO level.

When staffing is thin and infrastructure is weak, complexity rolls uphill …and it lands on the person you most need focused elsewhere.

🔋Normalize real time off, and sabbaticals.

An organization that cannot function without its CEO for a short period of time is structurally fragile.

Sustainable leadership requires genuine rest. Boards should ensure their leaders get meaningful vacation time, enforce real disconnection while the executive is away, and adopt a formal sabbatical policy for long-tenured leaders.

And as to Sabbaticals: they aren’t an indulgent benefit. They’re a legitimate retention strategy. If you want an executive who stays for the long haul, you need to build renewal into the structure of the role.

🔋Invest in professional development and coaching.

Executives operate in unusual isolation. They carry confidential personnel issues, donor tensions, political pressure, and strategic uncertainty… often without a true peer inside the organization.

Every CEO needs a place to think out loud, test assumptions, and process risk without consequence. Providing access to coaching, peer networks, or experienced mentors strengthens judgment and increases staying power.

Boards should budget meaningfully for executive-level development and coaching and encourage its use. At this level, serious education and advisory support cost real money, and that investment reflects the complexity of the role.

4 | 🤝Be a Real Partner

A lot of board-executive relationships deteriorate because the board stops showing up as a genuine partner. The relationship only works if both sides are actually in it.

🤝Provide Cover During External Conflict

Executives often absorb pressure that belongs to the whole organization: community backlash, donor dissatisfaction, staff resistance to necessary change. When the board goes quiet during those moments, it can feel like abandonment.

Strong boards instead:

• Publicly back difficult decisions

• Align in advance with clear, written talking points

• Refuse to undermine leadership in side conversations

Visible unity during times of distress can really build confidence and credibility.

🤝Don’t use the CEO as a Buffer Between Board Members

As a board member, routing conflict or political tension through the CEO may feel easier in the moment, but disagreement between directors is board work …not management. Executives should not be mediating interpersonal disputes between directors or carrying messages between colleagues.

Strong governance means directors address conflict directly with each other, and the chair steps in when behavior needs to be corrected. When the board manages its own dynamics, it protects the CEO’s focus and authority.

🤝Make Fewer, Clearer Decisions

Boards create instability when they drift into operations, reopen settled decisions, or hesitate to delegate once a direction has been set. Good governance means setting strategy and guardrails, not managing execution.

Strong boards stay at the strategic level, commit to decisions once they are made, and delegate authority to the CEO with clarity. They distinguish between high-stakes, hard-to-reverse decisions and those that can be tested and adjusted over time. (Here’s a mental model you might like.)

Not every choice requires exhaustive analysis. Leadership needs room to move, learn, and iterate.

🤝Respect the CEO’s Professional Judgment

Respecting the CEO’s professional judgment is essential to leadership longevity.

Constantly second-guessing staff expertise, overriding management decisions, or demanding certainty in ambiguous conditions erodes trust and accelerates burnout. Nonprofit leadership operates in complexity, and perfect foresight is neither realistic nor required.

Boards retain strong executives when they ask good questions, set clear guardrails, and then let leadership, well, lead.

🤝Plan for Absence, Not Just Exit

Few boards plan for resignation. Even fewer plan for temporary absence. In addition to resignation or termination, there are a wide array of reasons your executive might be Medical leave, family emergencies, or burnout recovery require clear protocols. Governance maturity includes interim coverage plans, cross-training, and board readiness to step in temporarily if needed.

Preparing for absence strengthens continuity and reduces pressure on the executive to carry everything alone. Come back in a few weeks as I write more on this exact thing!

🎯This Is a Governance Issue, Not a Resilience Problem

The nonprofit sector doesn’t have a CEO resilience problem. It has a governance maturity problem. A role design problem. A support system problem.

We keep framing burnout as a personal failing… as though more grit or better boundaries will somehow compensate for unclear authority, misaligned expectations, and boards that drift into operations while neglecting strategy. Resilience matters. But it was never meant to be a substitute for structure.

In a sector where leadership turnover is accelerating, the ability to retain stable, effective executives is a real strategic advantage. Continuity builds donor trust, steadies staff, and lets organizations execute on long-term strategy instead of constantly resetting.

If boards want CEOs who stay, they have to become boards worth staying for.

💡P.S. Did you find this useful?

Share it with a fellow board member! This conversation is only valuable if it reaches the people who need it. Subscribe free to follow along, and if you’re able, consider a paid subscription. It’s how I keep this work free and accessible to our community.

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🔗References, Resources, and Additional Readings

• Kittleman Search. CEO Departures at Record Levels in 2025. Retrieved January 2025. https://www.kittlemansearch.com/insights/ceo-departures-at-record-levels-in-2025

• Challenger, Gray & Christmas. (2025, July 29). The rise of the CEO gig economy: Turnover in the corner office. Fortune. Retrieved January 2025, from https://fortune.com/2025/07/29/ceo-gig-economy-turnover-highest-in-decades/

• BizJournals. (2025, July 28). A turnover tsunami is hitting the C-suite — and sparking a ‘CEO gig economy’. Retrieved January 2026, from https://www.bizjournals.com/bizjournals/news/2025/07/28/record-turnover-ceo-gig-economy-challenger.html

• Johnson Center for Philanthropy. (2025, January 14). The nonprofit workforce is in crisis. Retrieved August 2025, from https://johnsoncenter.org/blog/the-nonprofit-workforce-is-in-crisis/

• Sigma Assessment Systems. (2025, May 27). Crisis in the C-suite: How to prepare for the wave of CEO exits. Retrieved August 2025, from https://www.sigmaassessmentsystems.com/crisis-in-the-c-suite-how-to-prepare-for-the-wave-of-ceo-exits/

• Urban Institute. (2025, April). Nonprofit leaders’ top concerns entering 2025 [PDF]. Retrieved August 2025, from https://www.urban.org/sites/default/files/2025-04/Nonprofit_Leaders%E2%80%99_Top_Concerns_Entering_2025.pdf

A few years ago, I joined a board meeting and noticed an unfamiliar participant listed: Otter.

I assumed it was someone’s assistant with an odd name… but then came the post-meeting minutes: A complete transcript of everything said, including a personnel discussion that was confidential. Otter turned out to be an AI notetaker, invited by our board secretary to ‘help’, that had recorded and distributed our entire meeting.

I was shocked. And, if I’m honest, a little embarrassed that I hadn’t noticed.

This experience isn’t unusual. Across boardrooms today, AI notetakers are showing up uninvited (or at least unannounced). An unfamiliar name appears in the participant list. A transcript lands in your inbox after a meeting you didn’t know was being recorded. A colleague mentions, almost in passing, that they ‘use AI for all their notes now.’ Perhaps, even, you realize the notetaker at the table is someone’s phone, propped up discreetly.

These aren’t just awkward moments.

As a board member, you are given access to sensitive information, financial details, and strategy that are confidential by necessity. When AI enters that room, the consequences can extend well beyond embarrassment…. They reach into legal exposure, eroded boardroom trust, and a compromised ability to govern.

Here’s what every board member should understand.

Jump to a section:

• ⚠️The Real Risks

• 🚨The problem is just getting worse.

• 🙋What You Can Do As A Board Member

• 🎯A Final Note

• 👉Next up in my AI & Governance series…

⚠️The Real Risks

1. Everything You Say Suddenly Becomes a Legal Record

Board meeting minutes should be carefully curated, capturing key decisions, discussion points, and rationale. What they include is as important as what they leave out. Preliminary thinking, exploratory debate, and half-formed ideas are part of how good boards work. They are not meant to be preserved verbatim.

AI, on the other hand, transcribes everything.

That offhand comment made while still settling into the room. The frustrated remark before a difficult vote. The joke a colleague made to break tension. None of it is filtered and all of it is likely discoverable in litigation.

Consider a director who arrives flustered and jokes: ‘I barely had time to glance at the materials this week.’ Everyone laughs and moves on. But if that board later faces a contested decision, that offhand comment is now a record of a director who, by their own words, voted without preparation. That's a breach of the legal duty of care waiting to be argued.

Read more about the legal risks + here + here too!

2. Your Confidential Information Doesn't Necessarily Stay in the Room

When AI records your meeting, that conversation leaves the room immediately. It moves to vendor servers, where it may be stored indefinitely under data retention policies you didn’t negotiate and can’t control. Vendor employees may have access and the content of your discussions may be used to improve the AI product itself.

Think carefully about what that means: Personnel discussions, financial commentary, strategic considerations…. All of it now held by a third party, under their terms, not yours.

The legal consequences reach further. Attorney-client privilege, one of the most important protections available to a board navigating serious risk, can be waived when confidential communications are disclosed to a third party. If your board engages legal counsel in confidence and an AI tool is routing that conversation through an outside vendor, that privilege may already be forfeit.

3. AI Dampens Candor

Good governance depends on frank conversation. Directors need to feel free to debate, challenge assumptions, float half-formed ideas, and voice minority perspectives without worrying how it will look on the record.

When sensitive topics are on the agenda and AI joins the room, you can bet that people won’t be as forthcoming. I’ve seen board members who are usually more direct chose careful words over candid ones, and some not participate at all. And their caution isn’t unfounded. AI misses context, flattens tone, and, when multiple people speak at once, mix up words and makes mistakes.

So it’s not so safe to speak up.

But a board that can’t speak up can’t govern well.

4. You May Be Breaking the Law

Federal law requires only one-party consent to record a conversation. But eleven states, including California, Florida, Illinois, Pennsylvania, and Washington, require all parties to consent. If even one participant is located in one of those states, that standard applies to everyone in the meeting.

Directors joining late, missing a consent notice, or dialing in from a stricter jurisdiction create legal exposure, for themselves and for the organization. It doesn’t require bad intent. It just requires not knowing, and that is increasingly easy in a world where recording features are being built directly into the platforms your board already uses.

One More Thing: It’s Not Even More Efficient

The pitch is that AI notetakers save time. The reality is that someone still has to convert an hour-long verbatim transcript into proper minutes.. and an unfiltered record, full of errors and crosstalk, is harder to work from than a well-prepared set of notes.

👀Unless, of course, you're using a second AI to summarize the first one. Which raises its own questions and opens an entirely new layer of risk.

The boardroom is one of the few places where the promise of efficiency should not be the deciding factor.

🚨The problem is just getting worse.

Unfortunately, AI transcription is becoming unavoidable. Zoom, Microsoft Teams, Gmail, and other platforms are building these features directly into their products … and this isn’t always something you choose. Maybe it gets enabled by default when you update your software, or turned on by a single participant without announcement, or activated accidentally.

There also is a less-named force at work: tech companies really want you to use it. There’s been a flood of content being released praising how AI can ‘transform board governance’. It reads authoritative.. but often these are marketing materials produced by companies with a financial interest in your adoption or individuals getting a kick-back. Their enthusiasm isn’t neutral

The reality:?

⭐AI transcription in board meetings presents well-documented risks that can compromise confidentiality and decision-making integrity.

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🙋What You Can Do As A Board Member

Watch for these red flags:

• 🚩Unfamiliar names in the participant list.

• 🚩Automated ‘this meeting is being recorded’ messages you didn’t authorize.

• 🚩Transcript emails after meetings.

• 🚩Colleagues treating AI note-taking as routine/expected.

• 🚩No board policy on recording or AI tools.

The first line of defense is simply paying attention. Before and during any meeting, watch for unfamiliar names in the participant list. Tools like Otter, Fireflies, and Notetaker are common, but they don’t always announce themselves clearly. An automated ‘this meeting is being recorded’ message you didn’t authorize is another signal. So is a transcript arriving in your inbox after a meeting you thought was private.

If a colleague mentions they use AI for all their notes now, that conversation is worth having directly. What tool? Where does it store data? Who has access? These are reasonable questions, not paranoid ones.

It’s OK to say no.

If you join a meeting and see AI at work, you have the right to raise the question. For most private organizations, even in one-party consent states, board members typically have a reasonable expectation of privacy, especially in executive session.

If recording continues over your objection, document it and leave if necessary. You’re not being difficult…. you’re protecting the organization and yourself.

(Note: boards of public institutions operate under different standards and should seek specific legal guidance.)

Advocate to get a policy in place.

Your board needs a written policy that addresses what may be recorded, which tools are approved for use, and where AI fits into your governance processes. This isn't optional. It's governance hygiene for the modern era.

And the boardroom is just the starting point. AI is quietly making its way into every corner of organizational operations: communications, fundraising, HR, finance. Your policies need to grow to meet that reality. But it starts here, with the room where your most consequential decisions are made.

🎯A Final Note

I say this as someone who grew up in a tech household and has always been excited about what new tools can do. Technology amplifies human choices, for better or worse.

In nonprofit governance, where trust and honest deliberation are foundational, we need to be thoughtful about which tools we invite into the room. AI transcription may work well in other lower-stakes contexts….The boardroom is not one of them.

Keeping Reading Part II >

💡P.S.! If your board insists on using AI despite these risks…

Subscribe for free and follow along. I’ll be covering the practical steps legal experts say boards must take to reduce exposure, including how to begin building your AI policy, and how to address the broader wave of AI tools quietly making their way into every platform your organization already uses.

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🔗References & Resources

• https://www.shumaker.com/insight/ai-notetakers-in-the-boardroom-privilege-and-privacy-considerations/

• https://corpgov.law.harvard.edu/2025/11/29/using-ai-in-the-boardroom-new-opportunities-and-challenges/

• https://www.bsk.com/news-events-videos/artificial-intelligence-in-the-boardroom-key-legal-governance-amp-risk-considerations

• https://www.wagenmakerlaw.com/blog/always-listening-ai-automatic-note-takers-and-related-risks

• https://www.babstcalland.com/news-article/eavesdropping-by-algorithm-legal-risks-of-ai-meeting-assistants/

Every time I step into a new organization to assess their health and strategy, one of the first things I do is look through their historical records. Time and time again, the minutes are useless. I can usually bet on finding pages and pages of ‘he said, she said’ with no easy way to track ongoing issues, find what I’m looking for, or get a clear sense of what was actually decided or why.

I know this sounds basic, but since I see it so often, I thought, perhaps you are struggling with this too. So let me save you some time: here’s how to write minutes so they might actually be used and properly protect you and your board.

Jump to a section:

• Your Basic Setup

• Don’t Do This (And Why)

• Field Tested Tips for Your Secretary

• Common FAQs

📄The Basic Setup

Here is a basic outline of what your minutes should contain and why:

• Logistical Data.
  Date, time, location, type of meeting (regular or special), and method (in-person, virtual, or hybrid).

• Notice of Meeting.
  How and when notice was provided to all directors. If notice was waived, include written waivers or consents with the minutes.

• Attendance.
  List who was present and absent, and confirm quorum was met (this determines vote validity). Note any guests or non-voting participants. If anyone leaves during the meeting, note their exit time.

• Agenda Items.
  A brief description of each item discussed and what was reviewed.

• Motions and Votes.
  The exact wording of each motion, who made it, who seconded it, and the vote count. Note directors who abstain or vote ‘present.’

• Documented Conflicts of Interest.
  List any disclosed conflicts and how they were managed (recusal from discussion, leaving the room during votes, etc.).

• Materials Provided.
  Identify materials given to directors that are directly relevant to board decisions. These should generally be attached as exhibits unless they’re sensitive or confidential.

• Action Items.
  Who is responsible for what, and by when. Be specific.

• Key Decisions and Rationale Here’s where you strike the balance. Capture essential context that demonstrates due diligence without creating a verbatim record. Use bullet points to note the main considerations. Phrases like ‘discussion ensued’ or ‘the board considered multiple factors including...’ capture the conversation’s substance while avoiding excessive detail that could create legal problems.

Remember: to protect from potential liability issues, keep minutes as concise as possible. Unnecessary information may provide little value while potentially opening up legal complications.

⚠️ Don’t Do This (& Why)

Verbatim Quotes and Attribution / Play-by-Play

Detailed accounts of ‘who said what’ are dangerous, as they provide fodder for opponents in lawsuits, as minutes can be requested in legal proceedings. Beyond legal risk, they personalize and politicize discussions, shifting focus from what the board decides to who said it. When individual arguments are documented, board members may become intimidated and guarded, and fail to express their true opinions. Board members need to be able to speak in draft, to test ideas, and change their minds without creating a permanent record. Documenting every turn in the conversation creates unnecessary exposure (and makes minutes unreadable).

Inaccuracies

The more detail you attempt to capture, the more likely you are to get something wrong: misattributing a comment or mischaracterizing a position. Over-documentation doesn’t just create legal exposure… it likely creates factual errors that may undermine the credibility of your records.

Lack of Detail (The Other Extreme)

On the flip side, being too vague or omitting critical information can lead to equally serious problems. Minutes that say only ‘the board discussed the budget’ without noting what was actually decided leaves no evidence of due diligence. You need to find the sweet spot between transcript and telegraph. (Check out the tips section below for how to get this right.)

Full Report-Outs and Copy-Paste from Presentations

If staff presented a 20-slide update, your minutes don’t need to reproduce it. That’s why you have attachments. Instead, reference attachments in your minutes and note where they’re filed. For example: ’The CFO presented the Q4 financial report (attached). The board accepted the report as presented’ is more than sufficient.

Personal Opinions, Judgments, and Interpretations

Leave your editorial opinions out of the minutes. Phrases like ‘the board was frustrated’ or ‘it was a heated debate’ are interpretations, not facts, and they can create problems down the road. Don’t polish what people said to make it sound better, and resist adding what you think they ‘really meant.’ Stick to what actually happened and let the facts speak for themselves.

🎯 Field-Tested Tips For Your Secretary

So you've got a basic template and you know the big mistakes to avoid. Good start. But here's what will make your life easier and separate minutes that work from minutes that sit in a folder gathering dust.

1️⃣Before the Meeting

Use The Agenda As Your Minutes Structure.
Create a copy of the meeting agenda and log key decisions, discussion points, or actions under each item. This creates consistency and ensures nothing gets overlooked.

Template & Track Attendance.
Make a templated checklist of your board members and key staff that you can mark off as people arrive, with slots to write in guest names. Create a clean copy for each meeting to fill in fresh.

Know Your Bylaws.
As the secretary, you should help ensure the correct execution of board process in the boardroom. Understanding your organization’s bylaws will help you know what requires a vote, what constitutes quorum, and what procedural requirements must be met.

2️⃣During the Meeting

Highlight Votes and Actions.
Mark action items with ‘VOTE’ or ‘ACTION’ in caps and highlight them in yellow so they’re easy to find later when someone is reviewing or following up.

Use The Three-Sentence Rule.
A good rule of thumb is that if something is asking more than three sentences to summarize, you might be including too much detail. Make sure to focus on outcomes, not process. What was decided? What was approved? What happens next?

📍Example: ‘The Executive Director presented the Q4 financial report. The board accepted the report as presented. Finance committee to monitor and report progress in Q1.’

Use The ‘Discussion Followed’ Framework
When the board decides to engage in a longer discussion, here is a framework you can use to capture the key points of that without dropping into the weeds:

The board discussed X. Key points included:

• Bullet point

• Bullet point

• Bullet point

📍Example:

The board discussed the marketing budget presented by the CEO. Key points included:

• Donor acquisition costs up from last year and whether current spending levels are sustainable.

• The ROI on digital campaigns compared to traditional outreach methods.

• Alignment with strategic priorities outlined in the three-year plan

Don’t Document Sidebar Conversations.
If it was important, they’ll bring it up on the record. Don’t include anything said during breaks either.

3️⃣After the Meeting

Send Drafts within 48 Hours.
Waiting a week guarantees you’ll forget critical details. Send them to the board marked as ‘DRAFT’ in the subject line and header, with a message requesting review for accuracy. Don’t forge to set a deadline!

Manage Change Requests.
This is a record of what occurred during the meeting, not individual positions after the fact.

• ✅ Accept: Corrections to factual errors

• ❌ Decline: Requests to add ‘what I meant to say’ or ‘for the record, I want it noted that...’ This is a record of what happened in the meeting, not a personal accounting on a topic. Remind folks they can bring their opinions up on the record at the next board meeting.

Keep It Neutral
Write in third person. ‘The board discussed...’ not ‘Jane argued that...’ Remove personality and attribution from the record.

Organize & Name Your Files

• Keep approved minutes in one folder, all supporting documents in another

• Name files consistently: ‘2025-02-Board-Minutes-APPROVED.pdf’

• Keep a running action item tracker separate from minutes so you’re not hunting through documents

🔍 Common FAQ

These are my professional recommendations based on working with private nonprofit organizations. Depending on your organization’s bylaws and legal requirements, you may be required to do things I recommend against (e.g. recording). Use your best judgment and check your governing documents.

Who Takes the Minutes?

This responsibility should fall to the board secretary, though it can be assigned to any board member. However, whoever takes minutes needs to understand they’re not a court reporter. They’re creating a strategic document that protects the organization while fulfilling legal requirements. This requires editorial judgment, not comprehensive transcription.

Could staff take the minutes for us?

I do not recommend staff take your minutes. Your board needs to have confidential conversations sometimes, and the moment staff is in the room, that’s compromised. Plus, minutes are a legal record of board decisions. The board should control what gets captured, not hand that off to someone who isn’t in the room for governance reasons. If your secretary is struggling, rotate the role among board members instead.

Should we record the meeting?

I do not recommend you record your board meetings. While convenient in some regards, people are less likely to be candid if they’re being recorded, and it’s risky for the same reason verbatim notes are risky. If you absolutely have to record: get consent from everyone in the room and remember that video does not replace written minutes. Delete the recording once you’ve drafted the minutes from it.

Should we use AI?

That’s a hard no for me. I’ve thoroughly answered this here.

Do I record everyone vote?

Only if asked or required. You don’t need to list individuals unless a director has formally requested to have their position explicitly recorded. Otherwise you can just say 7 yes, 2 no, 1 abstention.

What do I record if a vote fails?

Record it exactly as you would successful motions. Note: ‘Motion failed 3-5’ or ‘Motion tabled until March meeting.’

💭Final Thought

Good minutes aren't complicated…. but they are different from what most people think they should be. Stop trying to capture everything. Focus on decisions, actions, and who's responsible. Keep it simple.

Your future self, your board, and your lawyer will all thank you. Now go forth and write minutes that people might actually read.

Help me keep this blog free for all by becoming a free or paid subscriber.

🛠️Resources + Downloadables

💡Paid subscribers make it possible to keep this platform free for everyone. Join them to get downloadable tools and templates, and help me keep writing practical guidance that's accessible to all. You can find downloadable resources related to this article here!

Plus here are some legal references on writing minutes:

• https://www.501c3lawblog.com/mastering-board-meeting-minutes-for-nonprofits/

• https://charitylawyerblog.com/2021/04/26/taking-nonprofit-meeting-minutes-like-a-pro/#common-mistakes-when-taking-nonprofit-meeting-minutes

• https://www.abelajlaw.com/non-profits/guide-to-non-profit-board-meetings-minutes-and-agendas/

You’ve probably heard the standard advice: build a strong partnership with your CEO, come prepared, run efficient meetings, manage committee work, make time for the role, and handle conflict when it arises.

All true, all important. But becoming an exceptional board chair requires going deeper. I’ve served as chair of four boards and worked with several dozen more. Here’s what I wish someone had told me about how to grow into being great.

🎯1. Learn how to actually facilitate… and I mean really facilitate

Most board chairs think running a meeting means working through an agenda. Real facilitation is a skill that requires training and practice.

• Get trained → Invest in learning facilitation techniques from professionals, not just winging it based on meetings you’ve attended. Read Sam Kaner's Facilitator's Guide to Participatory Decision-Making. Check out the wealth of free resources, including facilitation tips from Boardsource or this training from Standford Graduate School of Business. Better yet, ask a board chair in your network if you can shadow one of their meetings to see skilled facilitation in action. You could even take a course like Voltage Control’s Facilitation Certification or the Technology of Participation.

• Design for interaction → Build agendas that aren’t just informational updates but interactive sessions where board members grapple with real questions and decisions together. Use a timer to cap informational updates at 10 minutes and protect 40+ minutes for real discussion. Get rid of generic committee updates (that could have been an email). Send a one-page briefing doc on a discussion topic five days before meetings with a clear ask: "Come prepared to share one concern about X."

• Create accountability → At the end of each meeting, read back the action items and owners out loud. Send a follow-up email within 48 hours listing commitments and deadlines. At the start of the next meeting, spend two minutes reviewing what was completed. This isn't punitive… it's how you build a culture of follow-through.

• Lead by example → Model the kind of engaged, thoughtful participation you want to see. Ask questions you already know the answer to when you sense others are confused but hesitant to speak up. When someone shares an idea, pause before responding and say tell me more about that instead of jumping to your own view.

📚 2. Commit to continuous governance education

The best board chairs are forever-students of governance, and appreciate that real leadership requires ongoing learning and adaptation.

• Build your network → This month, message three board chairs on LinkedIn with something like: "I chair [org name]'s board. Would you be open to a 20-minute call to compare notes on [specific challenge like 'ED evaluation' or 'board recruitment']?" Ask your ED to introduce you to board chairs at peer organizations they know or you partner with. Subscribe here for free and join my subscribers chat and commit to posting one question per quarter! Peer learning is powerful learning.

  Subscribe now

• Stay current → Find and follow folks writing about good governance on substack and linkedin (check out my recommendations). Subscribe to established platforms like Stanford Social Innovation Review as well as folks like like Vu Le, who are challenging sector norms. Set a monthly calendar appointment to read about governance… even 15 minutes of intentional learning compounds over time.

• Share what you learn → Pass along articles, ideas, and insights with your fellow board members rather than keeping your learning to yourself. Try adding a standing five-minute "Governance Insight" slot at the start of each board meeting where you share one article or idea that made you think. Create a shared Google Drive folder for governance resources. When you read something relevant, forward it with a one-sentence note like… This made me think about how we handle X—curious your reaction. This uplifts a culture of collective growth.

• Model growth → When you share an article or bring a new idea to the board, be explicit that I’m still learning about this too. This signals that governance isn’t static and that everyone (including the chair) should be growing in their role.

🤝 3. Do the behind-the-scenes work that makes everything else possible

The most important work of a board chair often happens outside the boardroom, in the one-on-one conversations and relationship-building that create the foundation for effective governance.

• Prep the ground → Bring people along before meetings, especially when you’re introducing new ideas or approaching sensitive topics, so nothing feels like an ambush. Before any meeting with a significant decision, schedule 15-minute calls with two or three board members to hear their initial reactions and concerns… especially folks who tend to be more quiet or are new. For sensitive topics, send a brief ‘heads up’ email to the full board 48 hours in advance. Something like: I want to flag that we'll be discussing X on Thursday. Happy to chat beforehand if you have questions or concerns. Nothing should feel like an ambush. No vote should be a surprise.

• Onboard with intention → Orient new members thoroughly with genuine conversation about culture, expectations, and how they can contribute, not just a binder and a handshake. For every new board member, there are 3 one-on-one conversations they should have in their first 3 months: one with you, one with the ED, and one with a tenured board member who can share unwritten norms. Create a ‘First 90 Days’ checklist that includes attending a program site visit or volunteering, social activities, and other ‘get to know the org’ type things. At day 60, ask them directly: ‘what is still unclear about how we work together?’. Constantly be looking for ways to improve this process, as its the cornerstone of great governing teams.

• Socialize ideas early and personally → Before bringing a complex proposal to the full board… float it one-on-one with key members. A quick call or coffee gives people time to process, ask questions privately, and surface concerns you might not have anticipated. By the time you're in the boardroom, you'll know where the friction points are.

• Proactively Connect people → Facilitate personal connections between board members so they build relationships beyond formal meetings. Try using ‘board buddies’ and pair new members with veterans who can answer the how do things really work here questions. Host one social gathering per year with no agenda except to get to know each other better. When running break-outs in board meetings, try to pair people up who don’t usually interact. The trust and social capital you build makes it possible to navigate difficult decisions together.

A final note

The best boards I’ve seen have one thing in common: a chair who never stopped growing. That growth comes from intentional practice, continuous learning, and investing in relationships.

My challenge to you: pick one action from this list and start building today.

📌 P.S. If this was useful, share it with a fellow board member. Subscribe to get more like this, and if you can, consider a paid subscription… it’s how I keep this all free for those who need it most!

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💡Keep Learning?

Over the last decade, I’ve heard hundreds of board members, executives, and staff complain about how their boards are dysfunctional… and the stories are all over the place as to what’s going wrong:

• Missing meetings or coming unprepared

• Micromanaging staff and overreaching into operations instead of governing

• Failing to follow through on commitments

• Breaching confidentiality

• Self-dealing, bullying, cliques, side conversations

• Sitting silently or being high-maintenance

• And at the extreme end: illegal activity

Dealing with these problems has kept consultants in business and executives and boards distracted. Sometimes there's short-term improvement, but most boards slide right back. Why? Because we're treating symptoms, not causes. In my experience, nearly all board dysfunction traces back to three root causes. Fix these, and most problems never start.

Root Cause #1: Failure to Recruit and Onboard Effectively

Many boards treat recruitment way too casually.

Imagine hiring someone without a job description, unclear qualifications, and only your social circle to source candidates. You meet them once, share a meal, and then just… bring them aboard, no onboarding in sight.

Welp. That's how most boards actually recruit.

They invite friends, family, colleagues, or people willing to write big checks. The process is closed and informal…. no written expectations, no specific qualifications, no real interview. Just a coffee chat or social event, and a vote of yes! A new member’s first day is often a board meeting, thrown straight into the deep end with the expectation they’ll figure it out over time.

Yikes.

And what you get from that is new members filling in the blanks. Some micromanage, others disengage. Some overstep into operations, others won’t speak up at all. Some think they’re bosses to the executive, others think just showing up quarterly with a check is enough. The result: a board full of people pulling in different directions… full of dysfunctions.

🚩Symptoms You’re Failing

• You don’t have a clear job description or written expectations of board members.

• You haven't defined the skills, perspectives, or connections your board actually needs before you start searching. (Anyone will do!).

• Recruitment conversations focus on selling the organization without exploring if what the candidate expects from board service matches what the board actually needs from service.

• Candidates join the board before meeting staff, seeing programs, or understanding how the work actually happens

• New members have no orientation… their first day is a board meeting

• New members seem confused, quiet, or disengaged in their first few meetings

💉Find the Cure: How to start making it better:

• Start with a board matrix that maps what you need (skills, demographics, networks, perspectives) against what you have. Recruit against the gaps, not just whoever’s available.

• Write and recruit with a job description. Board service is a job. A volunteer job, yes, but a serious commitment with legal and fiduciary responsibilities. Spell out meeting frequency, engagement expectations, giving requirements, and what good participation looks like.

• Create a board member agreement that spells out the actual time commitment, financial expectations, and behavioral norms. Review it with every candidate before they say yes, not after. Have them sign it. …and have every board member sign it again annually. It’s a perfect opportunity to refresh on responsibilities and recommit to your service.

• Use a real process. Please stop recruiting in one conversation. Treat it like hiring: multiple touchpoints with board members, a chance to meet the executive, opportunities to see the org in action, and most importantly… real questions both ways… and a chance for both sides to opt out.

• Only recruit once a year. If you’ve been reading my stuff for a while you know i advocate for recruiting only one time a year. This focuses the effort, reduces burnout, and keeps you strategic. It also lets you build an annual calendar for training and orientation that more effectively supports the entire board.

• Host an annual onboarding event and welcome new members with an orientation covering governance principles, legal duties, and responsibilities. Invite all board members as a refresher and opportunity to team build.

• Treat onboarding as a year-long investment. Beyond the kickoff, select activities over 3–6 months: shadow a committee, meet one-on-one with the ED, tour programs, volunteer with frontline staff. Help new members learn enough about your organization to ask good questions and be a real partner.

• Pair every new member with a board buddy… Someone who checks in, answers the “dumb” questions, helps them find their footing in the culture… and who can alsogently correct missteps as they get settled.

If you’re a subscriber, you can find templates for a matrix, job description, and board member agreement on my resource page!

Root Cause #2: Failure to Educate on Legal Obligations

Imagine starting a new job where no one explains what you’re actually responsible for. No training, no handbook, no clarity on what success looks like… or what could get you fired. You’d make mistakes. You’d overstep in some areas and underperform in others. You might break rules you didn’t know existed.

That’s the reality for most board members. They join without understanding their legal obligations and practical responsibilities that come with the role…. and then drift into negligent behavior without recognizing it.

….A board member steers a contract to their cousin's company.
….Another approves a program that has nothing to do with the mission.
….Financial oversight becomes a rubber stamp.

And none of it feels like crossing a line because no one drew the line in the first place.

It’s not malice… it’s ignorance. but ignorance isn’t a legal defense.

🚩Symptoms You’re Failing

• You can not explain what your fiduciary duties are, nor what you are expected to do to fulfill your legal responsibilities as a board member.

• Meeting attendance is spotty and there’s no quorum policy or it’s ignored.

• Board members check phones or multitask during meetings.

• No one asks questions during the finance report, and your 990s get filed without review.

• The same two or three people do all the talking.

• Members can’t explain key organizational metrics (budget size, people served, major programs).

• The board hasn’t conducted a real performance review of the ED.

• Minutes are vague or don’t reflect actual decisions made.

• Someone’s spouse, sibling, or business partner gets hired and no one blinks.

• The strategic plan sits in a drawer… and decisions don’t reference it.

• State registration, charitable solicitation permits, or insurance lapse

• Members vote on things without reviewing materials or asking clarifying .questions.

• Conflicts of interest go undisclosed or are handled inconsistently. The board has no conflict of interest policy or hasn’t reviewed it in years.

💉Find the Cure: How to start making it better:

• Set a “no read, no vote” standard. Send your board packet a week in advance. If a director hasn’t reviewed them, they abstain from any vote. This signals that preparation isn’t optional… it’s part of the job.

• Rotate responsibilities to build engagement. Don’t let the same people run every meeting or sit on the same committees for years. Rotate meeting facilitation, committee assignments, and presentation duties. It keeps everyone invested, builds institutional knowledge across the board, and prevents passive passengers.

• Ban devices during strategic discussions. Or, heck, the entire board meeting! You can’t convince me that you think deeply about the future while checking email. Close the laptops closed and set your phone down. Real conversation requires real attention.

• Build fiduciary checkpoints into your agendas. Before major votes, pause and ask: Have we reviewed the relevant information? Does anyone have a conflict to disclose? Is this decision aligned with our mission?

• Make fiduciary training part of onboarding, and repeat it annually. Go beyond vague definitions: use concrete examples relevant to your organization. What does duty of care look like when approving the budget? What conflicts of interest are most likely to arise in your context? Keep it short, keep it real, and keep it recurring.

• Implement a conflict of interest policy with teeth. Require written disclosures annually. Don’t let board members decide if and when they have a conflict. When conflicts arise, conflicted members leave the room—no exceptions.

Root Cause #3: Failure to Think and Act as a Strategic Leadership Team

Back to the job analogy one last time: imagine joining a team where no one collaborates. People go off and make decisions on their own. Two colleagues are working on the same project without realizing it. No one knows what anyone else is doing… or why… and there is no accountability when deadlines are missed. Meetings rehash the same issues because nothing actually gets decided. You’d disengage fast.

That’s how too many boards operate. Members show up as individuals, not as a team. They identify more with their professional background or stick to their clique or stay overly attached to one aspect to of the organization. Strategic thinking gives way to reactive management. Meetings fill with operational updates instead of real discussion. And when decisions don’t go their way, some directors quietly undermine them…. or just wait to relitigate next quarter.

The board loses sight of its highest purpose: to collectively steer the organization toward long-term success.

🚩Symptoms You’re Failing

• Agendas are packed with operational reports with little time for strategic discussion

• Directors identify more with their profession, funder, or constituency than with the organization

• Decisions get reopened or undermined because directors don’t accept group outcomes

• The board rarely discusses long-term direction, external trends, or sustainability

• Members work in silos and don’t understand or support each other’s committee work

• Conversations happen in the parking lot instead of the boardroom

• A few voices dominate while others stay silent

• There’s no shared understanding of what the board is actually trying to accomplish this year

💉Find the Cure: How to start making it better:

• Fix your agenda. Put strategic discussion first, while energy is high. Move operational reports to a consent agenda or written updates (please no more meetings that could have been an email). Protect at least half of every meeting for real conversation. Include reflection questions or questions that board members should be ready to come answer ahead of time!

• Create a board-level work plan every year. Set 3–5 priorities for the year or have each committee submit a list of deliverables and dates. Review progress quarterly. It gives the board a shared focus and creates accountability.

• Establish decision-making norms.. and enforce them. Once the board decides, everyone supports the outcome publicly, even if they disagreed. No relitigating. No parking lot vetoes. No backroom politics. No gossip. … and leadership ready to address bad behavior once its in sight.

• Hold an annual retreat focused on the team, not just the work. Yes, use it advance progress on strategic topics… but also invest real time in building relationships, educating the board, reflecting on values, and resetting how you work together. Here’s the truth: hard decisions require trust and candor. You can’t have difficult conversations with people you don’t know. Boards that skip the relationship-building wonder why no one speaks up when it matters. And on that note…

• Get to know people beyond the boardroom. Try adding a “meet a board member” spotlight at each meeting… five minutes on their background, what they bring, and why they joined. Try to host at least one social event a year with no agenda (or better yet, go volunteer together). Trust gets built in the inbetween.

• Conduct an annual board self-assessment. Evaluate how you function as a team…. not just individual attendance or giving. Ask hard questions: Are we having the right conversations? Do we trust each other? Are we adding value? Do I understand my financial and legal duties and the mission of the org?

💭One more thing.

None of these cures will make a difference without courageous leadership

You can have the best policies, the clearest job descriptions, the most thoughtful onboarding… but if your board can't have hard conversations, nothing changes.

Your board needs to set boundaries and enforce them. Proactively correct those who step out of bounds. Take action if people can’t meet expectations… up to and including removal from the board.

A board that can't hold its own members accountable will never hold itself to a higher standard.

🏃The Take Away

The path forward is clearer than you think. Before you draft another policy or chase another quick fix, ask whether your board has addressed these three root causes.

✔️Recruit intentionally, onboard thoroughly.
✔️Educate continuously and hold members accountable to their duties.
✔️Build a culture where directors see themselves as a team

Get these fundamentals right, and most of the symptoms you've been fighting will never materialize in the first place.

💡Reflection: What dysfunction is your board struggling with and how much longer are you going to tolerate it?

‘If you have a question, someone else in the room probably does too. ‘

My old business partner (back in my parkour days) gave me this piece of advice and it radically altered my leadership.

It’s a very simple idea: if you have a question, there are likely others in the room with a similar question, also hesitating or hoping someone will ask it first.

Whether or not that’s always true true, the very premise of it unlocked something for me. It gave me permission to trust my gut and speak up. And once I began asking my uncomfortable questions, I realized something else: saying “no” or “wait” or “help me understand” didn’t just help me. It helped those around me too. Nodding heads, deeper conversation, words of thanks after the fact for speaking up. Each time, reinforcing the idea further and encouraging me to use my voice more.

I’ll admit, even a decade later, I still occasionally hesitate. But when I look back, I’ve never regretted speaking up. It’s made me a better leader and a better board member.

So here are three reminders that might help embolden you… whether you’re a new board member, an emerging leader, or just trying to find your voice too.

Reminder 1: Dissent is your Duty

Did you know that nonprofit board members and leaders have a fiduciary duty of care?

That means you’re legally obligated to show up, pay attention, and raise concerns when something doesn’t add up. It means you are required to use your independent best judgment when participating in board decisions… and to treat it as seriously as you would in making any decision you’d make for yourself personally or professionally.

Dissent is your legal duty… which means silence in the face of doubt is an abdication of that duty.

Reminder 2: Your Expertise Has a Voice

You were invited to join the board because you bring a perspective the room needs. Maybe it’s finance or human resources, or management experience, or sector knowledge. Maybe its lived experience relevant to the mission (as an artist, as a parent, as a [fill in the blank], etc.)

Whatever it is, that expertise is worthless if you don’t use it.

Saying no or asking that pressing question is how your expertise becomes valuable to the group. I know it’s uncomfortable (especially when you’re new or when you’re challenging a popular idea.)… But ethical and exceptional leadership requires discomfort.

Reminder 3: Know the Limits of Dissent

So, you’ve done it. You’ve spoken up. You’ve debated and listened. And now it’s time for the group to make a decision… and you still don’t agree.

This is a common and difficult reality that not enough board members know how to navigate.

Healthy organizations understand and live by a fundamental leadership principle: disagree and commit.

There is a is a time to raise your concerns, make your case, listen to others. And then, when the decision is made by the group, there is the time to commit.

Fully, wholly.

No side conversations. No continuing the debate behind closed doors after the meeting ends. No waiting to say “I told you so.” The group did it’s diligence and made a decision and you now need to be all in, supporting the success of the decision.

So if you get here, and still find yourself truly unable to support the direction the board is taking… not just mildly uncomfortable, but fundamentally opposed… Here’s the thing to remember: you aren’t stuck. You aren’t required to go along with it.

If you can’t commit, you can step away.

Resigning might seem extreme but the truth is… staying while unable to commit helps no one. It compromises your integrity and the board’s cohesion, and makes failure more likely, not less.

Remember this above all else: Nonprofit organizations need your courage.

If you’re sitting in a meeting with a question… Ask it.
If something feels wrong… Say something.
If you disagree… Make your case.

Speaking up isn’t a disruption… it’s exactly what you’re there to do…And someone in that room might also be waiting for permission to say what you’re already thinking.

Be the one who speaks first.

💡Keep Learning: Three things you can do as a board to be more effective this year.

If I could wave my wand and change one thing about the nonprofit sector, it would be this one pernicious misunderstanding: nonprofits shouldn’t make a profit.

This single, stubborn belief has been held and perpetuated by boards and executives across the sector, quietly underpinning decades of bad decisions, including:

• ✖️Excusing poor financial management and weak board oversight

• ✖️Normalizing underpaying leadership / staff and toxic workplace cultures

• ✖️Rationalizing outdated practices and underinvestment in essential infrastructure…

And, in the worst of cases, undermining the very impact these organizations exist to create.

As we continue in this era of disruption, I have realized it is more important than ever that I keep shouting from the rooftops:

Nonprofit does not mean no profit!

It actually means non-profit-distributing.

So what does that mean, then?

A nonprofit organization can, and absolutely should, generate a profit.

The difference between a nonprofit and for-profit isn’t whether money is made. It is what happens to that money after it’s made:

• In For-profits: The surplus (profit) is distributed to owners or shareholders for personal financial gain.

• In Non-profits: The surplus is reinvested into the organization to advance its mission and benefit the community.

That’s it. Both otherwise share similar operating realities: real costs and risks to doing business, the need to attract and retain qualified talent, to demonstrate value to its communities (consumers). Both can be values-driven. Both can be mission-focused. But only one requires profits to go back to the community.

So, following that logic, a nonprofit that consistently breaks even, or worse, runs a chronic deficit… it isn’t isn’t more ‘noble’ or ‘pure’ or ‘effective’ than those pushing a surplus. Actually, it is a fragile and failing business… where the loser isn’t the investor, but a community who loses out on essential services and supports.

Bad Mentality > Bad Decisions > Bad Outcomes

When looking across organizations and leaders that have adopted a mentality of “nonprofit means no profit,” you see a common cascade of harmful behaviors and outcomes:

• Lost Talent, Weak Leadership, Burned Out Staff. I’ve lost count of how many board members I’ve heard justify underpaying leadership and staff by pointing to the nonprofit designation. ‘They didn’t get into this for the money’ or “‘we’re just a nonprofit’ becomes an undermining cultural mantra and a lame excuse for treating people poorly. As a board member and leader, you should want to pay staff well… because you want talented people taking care of your community. And you should want those people cared for in return. Passion doesn’t pay rent and guilt isn’t a retention strategy. And talented staff will eventually leave.

• Increased Tolerance for Bad Behaviors. Financial stress also narrows focus. Leaders in survival mode tend to stop attending to culture and long-term planning. Toxic behavior gets excused because ‘we're all stretched.’ Staff are asked to work overtime without pay. Boundaries disappear. HR complaints go nowhere. Underperformers are allowed to stick around because ‘we can't afford to lose anyone.’ And bad behavior from donors gets overlooked because you can't afford to lose their money either.

• Weaker Governance. Boards avoid hard conversations out of fear that any disruption will tip the organization over. Mission drift sets in as organizations chase dollars instead of outcomes, and strategy gives way to survival. Without a financial cushion, every surprise becomes an emergency.

• Dysfunctional Operations. Building reserves, investing in systems and technology, and spending on anything beyond direct services ends up feeling somehow immoral…. When ‘overhead’ is demonized, cutting corners becomes normalized, and dysfunction is inevitable.

In summary: Organizations that can’t generate and retain surplus can’t weather shocks, invest in evaluation, or evolve their programs. They can’t keep people long enough to build momentum, or think strategically about how to grow.

And all this together means, at the end of the day, our communities that pay the price.

The Key Lesson: Profit is a Tool, Not the Goal

This is the nuance that matters and the bottom line of this soapbox. For nonprofits, profit isn’t the end goal…but it is an essential tool. When nonprofits realize this and begin prioritizing surplus in strategic planning, they will find they will be more likely to:

• retain and develop high quality leadership and staff

• pilot new programs and expand reach with improved systems and tech

• become more resilient and ready to face an emergency

• be empowered to say no to misaligned funding

• act strategically instead of reactively

… and the list goes on and on.

A nonprofit without margin has no room to breathe and gets pushed into a corner. A nonprofit with margin has choices. And choices are what enable ethical and exceptional leadership.

A final thought…

Nonprofits aren’t supposed to be poor. They aren’t supposed to scrape by. They aren’t supposed to run on exhaustion and goodwill. When ‘good stewardship’ gets equated with ‘austerity’ … the mission suffers, as does all the people bringing it to life.

Nonprofits are supposed to be mission-driven, financially sound organizations that create public good.

And that requires profit.

Not profit for shareholders.

Profit for mission, for people, for our communities.

👉Read the next post in this series: People Work in Nonprofits Because They Can’t Cut It in ‘Real’ Business

💡 Question: What nonprofit myth should I bust next?

Need more? Additional Reading & Resources

Calabrese, Thad D., and Todd L. Ely. “Nonprofit Profits: Slack, Surplus, and Reserves.” Financing Nonprofit Organizations, Routledge, 2021.

Duquette, N. J. (2017). Spend or Save? Nonprofits’ Use of Donations and Other Revenues. Nonprofit and Voluntary Sector Quarterly, 46(6), 1142-1165. https://doi.org/10.1177/0899764017728368 (Original work published 2017)

Hawkins, Cameron. “Can a Nonprofit Make a Profit?” Law Office of Cameron Hawkins LLC, 13 Aug. 2025, www.chawkinslaw.com/blog/can-a-nonprofit-make-a-profit.

Weisbrod, Burton A., The Pitfalls of Profits (2004). Stanford Social Innovation Review, Vol. 2, Issue 3, p. 40, 2004, Available at SSRN: https://ssrn.com/abstract=1850719

📌 PS - If you found this post helpful, restack and sharing it with your audience! This spreads the word and keeps me writing content that can help shift perspectives in the nonprofit world. 🙏

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This is the first installation in Season 1 of Nonprofit Case Files.

How many times have you sat in a boardroom and actually talked about the financial infrastructure behind your fundraising software?

Not the name of the platform. Not whether staff like using it. Not whether it’s “industry standard.” I mean the real questions: Where does the money sit after a donor clicks “submit”? How long is it held before it reaches you? What happens if something goes wrong?

For most boards, that conversation never happens. And about 15 years ago, it didn’t have to. Technology wasn’t sitting directly between nonprofits and their cash. But fundraising platforms have changed. Many now receive donor funds directly, hold them before disbursement, and in some cases rely on that float to support their own operations.

Did you just think “yikes”? No? Here is a cautionary tale about why you should:

Late last year (2025), Flipcause, a fundraising platform designed to help small nonprofits manage donations, filed for bankruptcy and disclosed more than $30 million in liabilities. The actual bad news? Nearly $29 million of that are donor funds are owed to over 3,200 nonprofits… money that most of those organizations will never see that money.

This is a devastating failure. But it’s also a signal that our governance practices haven’t kept pace with how technology now sits between nonprofits and their money.

Why This Should Matter to You (Even If You’ve Never Heard of Flipcause)

This isn’t just a cautionary tale about one platform.

With the rise of AI and the flood of tools promising to improve nonprofit operations, technology is rapidly becoming one of the most significant governance issues facing the sector. And yet, it’s still not talked about nearly enough in boardrooms or addressed in policy/practice.

The Flipcause shutdown isn’t the only platform failure nonprofit leaders have faced this year. Incidents involving platforms like GoFundMe underscore that this is a structural issue, not an isolated one. (You also can read more about how many of these tech fundraising platforms are failing to register & report with institutions like Donorbox, Indiegogo, Bonterra, JustFund, Amazon, Google, and called out for deficiencies.)

Situations like this undermine trust. Donors expect their gifts to move cleanly and quickly from point A to point B. When that breaks down, the damage extends far beyond a single transaction. It erodes confidence in the sector as a whole.

Five Governance Practices Worth Adopting

As board members and nonprofit leaders, let’s use this moment to research, reflect, and do better. The risk profile of technology in nonprofit operations has changed, and governance can’t keep lagging. We need to be paying closer attention to how donor funds move, where they sit, and who ultimately controls them. Here are five practices to consider…

1. Set board-level policy for how donor funds may be handled

First up: Governance guardrails. Boards should formally define in policy how donor funds are allowed to move through third parties. That includes:

• Whether donor funds must be fully segregated

• Maximum allowable holding periods before disbursement

• Explicit prohibitions on using client funds for operating cash

• Requirements for how funds are treated in the event of vendor insolvency

These are not vendor questions. They are board decisions that management then implements. If your board has never set these expectations explicitly, that’s a gap worth closing.

2. Conduct due diligence for any platform that touches money

Once the board sets the criteria, management should evaluate vendors against them. Due diligence for every platform that processes or holds funds should include:

• Where exactly will my money be held and in whose name?

• Are accounts structured to be bankruptcy-remote?

• Are any of my funds eligible for FDIC insurance?

• Are their financials are regularly audited?

• Who has authority to place holds or freezes on your funds?

• How does collection and disbursement actually work, and what could trigger delays?

• Is the company in compliance with the state?

Beyond the technical answers, look for operational signals: responsive support (ideally available around the clock), and independent indicators of trust such as Better Business Bureau ratings or documented complaint history.

This isn’t micromanagement. It’s the board ensuring its policies are actually enforced.

3. Reduce single points of failure in fundraising and cash flow

Consider avoiding relying on a single platform for fundraising or payments. Maintain independent donor and transaction records. Develop contingency plans for what happens if a platform goes down or a payment processor freezes your account.

4. Strengthen oversight of donor and transaction data

Boards should ensure leadership regularly reviews what donor and transaction data the organization tracks, where that data is stored, and who has access to it. This doesn’t mean a line by line look at that data, but the policies and practices behind it.

5. Normalize “what could go wrong?” scenario planning

This case also reinforces the importance of building in risk management and planning. into governance operations. Boards and management teams need to find time and place to ask:

• If this vendor failed tomorrow, what would break?

• Who would be harmed?

• How quickly could we recover?

If the honest answer is “we don’t know,” that’s ok. It’s not a failure. It’s a signal about where governance attention is needed next.

To Long, Didn’t Read? Here’s the Bottom Line.

Donors did not give to Flipcause. They gave to nonprofits.

This bankruptcy should prompt boards, executives, and funders alike to rethink how risk is managed in the nonprofit tech ecosystem. Governance is more than compliance. It’s stewardship. And stewardship means ensuring that money raised for the public good actually reaches the public.

We need to understand not just what a platform does, but how it’s funded and how cash actually flows through it.

The bottom line? Your fundraising technology is part of your financial infrastructure. Time for governance to catch up.

💡 Question: What case of nonprofit disaster or mismanagement should I write about next?

Read More about the Flipcause Situation:

In November 2025, California Attorney General ordered Flipcause to immediately cease and desist operations. You can read more about how it progressed here:

• Flipcause Files for Bankruptcy. December 19, 2025; Bloomberg

• California Attorney General demands Flipcause shutdown operations November 14, 2025; California AG

• Flipcause not registered to collect donations in California, records show. October 30, 2025; Oakland Voices.

• BBB warns nonprofit organizations about Oakland-based Flipcause. October 11, 2025; Oakland Voices.

• Flipcause withholding thousands of dollars from nonprofits. September 11, 2025; Oakland Voices.

Updated 1/13/2026

When organizations face a financial crisis, the instinct is often to double down on development. Hire a new fundraiser or consultant! Launch another campaign or big event! Find a major donor who can cut us a big check!

This is unicorn thinking.

Yes, I acknowledge total charitable giving (in dollars) in the U.S. hit a record $592.50 billion in 2025 (up 6.3% from the prior year). But that headline masks a more troubling reality: the number of individual donors in U.S. has declined every year since 2019. This means the money is coming from fewer and fewer people (who probably have a few focused interests already in mind).This means

Looking a little closer, In 2025, the number of donors fell another 3%. Small donors (those giving under $100, who make up over half of all donors) dropped by more than 10% in a single year. Retention rates sit around 18%, meaning more than 80% of the donors you acquired this past year probably won’t give again next year.

And, depending on your mission, the math can get even more brutal

In 2024, Arts, culture, and humanities receive just about 4% of total charitable giving… roughly $25 billion out of $592 billion donated. Religion gets 23%. Human services and education each get 14%.

You’re not competing for the pie.

You’re competing for crumbs of the pie.

Boards, take note:

You need to stop thinking that a new CEO or development consultant will magically unlock major gifts… especially if the donor relationships weren’t cultivated.

There is no email to MacKenzie Scott that is going to pay out. (I’ve literally been asked why don’t we do this?)

There is no grant application that closes a structural deficit in 90 days, or 365. Foundation funding can take 12-18 months to develop, if not more.

Corporate sponsors want visibility with success and feel good stories, not rescue missions.

And Individuals making major gifts require years of stewardship that either happened... or didn’t. And you can’t change that overnight.

✨The Big Lesson

Fundraising is a lagging indicator. It reflects the quality of relationships your organization built over the past three to five years.. . If those relationships weren’t built, no amount of urgency or strategic planning can substantially change that timeline. (Luck might.)

To be clear: I’m not saying development doesn’t matter. It just means development can’t save you right now. If money is the crisis, you need to buy time through cuts, renegotiations, and strategic hard decisions…

You need to survive first. Then build the fundraising infrastructure that prevents the next crisis.

Want to read more?

• Giving USA 2025: Total charitable giving reached $592.5 billion in 2024; arts/culture/humanities received 4% ($25.13 billion)/↑ 6.4%;

• AFP Fundraising Effectiveness Project Q2 2025: Donor counts declined 1.9% year-over-year; small donor participation ($1-$100) fell 10.5%; retention rates at 18.1%

• Chronicle of Philanthropy: “Donors Down, Dollars Flat” (2025): Donor counts have declined every year since 2019; 4.5% decline in 2024

As we head into 2026, most nonprofit boards are thinking about budgets, annual campaigns, and calendars. That’s necessary work… But it’s not sufficient for excellence.

The pressures on boards are rising. Economic uncertainty continues to strain fundraising. Executive burnout is accelerating turnover. Stakeholders expect more transparency, more impact, more accountability. In this environment, boards that operate on autopilot (just showing up for meetings, rubber stamping what’s put in front of you, letting the executive lead without partnership, recruiting only when someone resigns) will fall quickly behind.

The boards that thrive will be the ones that operate with intention.

But when it comes to figuring out what to strengthen, it can be hard to know where to start. The good news: embarking on your board’s journey to excellence doesn’t require a dramatic overhaul. It requires the right rhythms.

There’s no shortage of things you could work on... But if you’re looking for high-impact moves, start with these three.

1 | Leverage a Board Assessment to Create Your Annual Work Plan

Effective boards don’t happen by accident. They require reflection, honest conversation, careful planning, and ongoing investment in professional development. Yet most boards skip this work (or defer it indefinitely) because it feels like one more thing on an already full plate of more urgent things to do.

That’s a big mistake.

A board assessment gives you a common fact base about the team you’re working with and can reveal where you’re strong and where development may be needed. Stop operating from a place of gut feel and start leading with data.

The assessment itself doesn’t have to be elaborate. A formal third-party evaluation can be valuable, but even a structured self-assessment conducted annually can help your board take honest stock. Where are expectations unclear? What skills are missing around the table? What conversations have you been avoiding? An assessment surfaces these questions before they become problems.

But the assessment is just the starting point. The real value is what you do with it.

Use what you learn to build an action plan and annual calendar focused on governance education, capacity building, and changing how you work together. That might include:

• A governance refresher at the start of the year to revisit roles, responsibilities, and expectations.

• Changes to board meeting cadence and committee structures and communication protocols to fit the current moment.

• A mission-deepening session where board members hear directly from program staff or beneficiaries.

• A strategic check-in to assess progress against key metrics and recalibrate priorities.

• Targeted PD on specific knowledge gaps such as fundraising, financial oversight, equity in governance, or generative thinking. (could be retreats, micro learnings, hired education, etc).

This kind of leadership work, though, requires ownership. Someone on the board (often the governance committee or board chair) needs to hold the calendar and keep the group accountable.

When your board reflects intentionally and learns together, you stop drifting and start leading. That’s how good boards become great ones.

2 | Commit to an Executive Assessment and Reconfirm Your Executive Support Plan

Stop leaving your Exec high and dry.

Your Executive Director is the single most important position your board oversees. And yet most boards have limited visibility into how that person is actually doing. You see them in the board room or the annual gala… presenting, reporting… performing. That’s not the same as understanding how they’re leading day to day, how staff experience their management, or where they’re struggling.

Without that insight, you’re governing partially blind.

A structured executive assessment changes this. Done well, it gathers meaningful feedback from staff, board members, and even key stakeholders. It’s not a performance review in the punitive sense…. it’s an essential development tool. The goal is to surface leadership blind spots, while also celebrating strengths, identifying growth areas, and deepening trust between the board and executive.

A few principles to keep in mind:

• Make it safe. Staff need to trust that their feedback won’t be traced back to them. Anonymity and confidentiality matter.

• Make it balanced. Capture what’s working, not just what’s not. Executives need affirmation as much as they need challenge.

• Make it actionable. An assessment that ends with a report gathering dust helps no one. Pair findings with clear next steps.

From there, build an executive support plan. Set clear expectations for the year ahead. Metrics and targets tied to financial realities. Then identify resources the executive needs to succeed (such as coaching, professional development, additional admin capacity, etc) and plot out how you will help them secure it.

This is an opportunity to strengthen the board-executive partnership, not just evaluate it.

And don’t think that just because you have a strong executive that they don’t need this kind of support. The opposite is true. Strong executives stay strong because their boards invest in them … not just with compensation, but with feedback, development, and clarity.

If you’re not sure where to start, I can help. I love this work!… facilitating assessments and matching findings to focused education and coaching that builds real capacity at the leadership level. [book a time to chat]. And when I eventually write about how to nail an exec assessment, I’ll link it here…

3 | Standardize Board Recruitment — And Stop Recruiting Year-Round

Ad-hoc recruitment is one of the biggest drains on boards...

You know the pattern: a board member resigns unexpectedly, and suddenly someone is scrambling to find a replacement. Names get floated based on whoever comes to mind. Conversations happen haphazardly. A new member joins mid-year, out of sync with everyone else, and spends months catching up. 🙄

This approach is exhausting and ineffective. It privileges convenience over strategy. And it tends to produce boards that look and think alike, because people recruit from their existing networks under time pressure. Why do we keep doing it?!

So let me offer the effective alternative: a cohort recruitment model. Instead of recruiting continuously, you open board applications once a year (during a defined window), run a focused process just as you with with any hiring process, and bring on new members as a group.

This shift has several advantages:

• Strategic alignment. When recruitment happens on a schedule, you can anchor it to your board’s actual needs. What skills are you missing? What perspectives are underrepresented? You can recruit intentionally instead of reactively.

• Focused energy. Your governance committee runs one well-designed process instead of fielding scattered conversations all year.

• Shared onboarding. New members join together, build relationships with each other, experience a designed onboarding experience, and ramp up faster because they’re not alone.

• Stronger pipeline. A visible, professional recruitment process attracts stronger candidates. People want to join boards that take governance seriously.

Making this shift requires discipline. You’ll need to plan ahead, communicate timelines clearly, and resist the urge to fill gaps impulsively… But the payoff is significant: a healthier, more diverse, more effective board.

I’ll write a deeper article on cohort recruitment soon …. because the impact is real and the model deserves more attention than I can give it here. In the meantime, check out my thoughts on recruiting in 2026 OR connect with me to talk about how we can redesign your recruitment process to get your board where you need it to be.

Final Thought

A stronger board year doesn’t require a major overhaul. It requires real ownership and strategic management. … which means

• Reflect on how your board is functioning > honestly.

• Support your executive > actively.

• Recruit new members > strategically.

These three practices will create a foundation for a board that doesn’t just meet its obligations but actually leads.

💡 Question: What is one thing your board does every year to work better together and be more effective?

Ready to make 2026 your board’s strongest year?

I work with nonprofit boards to strengthen governance, support executive leadership, and build sustainable rhythms. In just one hour, we can begin remapping your board year and identify the highest-leverage moves for the months ahead. Reach out :)