Do Unwritten Board Policies Really Exist?

Can’t find that 10-year-old policy? You need a BPM.

 

by Dan Busby and John Pearson

 

The problem with unwritten policies is twofold:
First, they may be known by only a few individuals
within and outside the board, and second,
these implicit policies are given by those in the know
as reasons why explicit (written) policies are not needed.[1]

Fredric L. Laughlin and Robert C. Andringa
 

 

Humor is a common commodity in effective board meetings, so when we mentioned at a board retreat that CEO succession planning should be a priority, the discussion prompted considerable laughter.

We agreed that if the CEO were to be hit by a bus and die, we would all be sad for an appropriate amount of time, but eventually the ministry would need to move forward and select the next leader.

Here’s where the humor came in. Ironically, the board had just completed—and proudly so—the first draft of the Board Policies Manual (BPM). A review of the BPM was on the agenda. Picking up on the bus discussion, the board chair asked, “Would you recommend that we include in the Board Policies Manual a metric for the appropriate number of days we should be sad, should our CEO get hit by a bus?”

When the laughter died (pardon the pun), the question presented a wonderful teachable moment to discuss the practical and purposeful benefits of having a Board Policies Manual—a living document that collects all of the board’s policies into one easy-to-find document of perhaps 20 pages or less.  

If your board does not yet have a BPM, another board’s experience may resonate with you: This particular ministry was formed more than 30 years before and there was no Board Policies Manual. Over those three decades, the ministry board had adopted dozens and dozens of policies.

If all these policies were chronicled, it would reveal that every few years the board adopted conflicting policies covering the same topics—without even knowing there were existing policies. (Sad but true!)

Too many boards believe that written policies are unnecessary. After all, everyone knows the board policies—we record them in the board minutes. But watch what happens when a new member joins a board that relies on institutional memories or that presumes that the policy at any given time is whatever the board chair or the CEO says it is. This should not be justification to forego the benefits of a BPM.

Here’s how one board dramatically improved their policy process. First, two board members raised the idea of developing a BPM. Unfortunately, the CEO did not champion the BPM project. Since this ministry had board term limits, every time that board made some progress on a BPM, there was turnover and the project languished.

Finally, the board formed a governance committee and the BPM project was their top priority. After an 18-month effort, the board unanimously approved the first draft of the BPM, demonstrating their commitment to a new level of excellence.

There are several options and approaches for creating your BPM if you don’t have one yet. We appreciate the simplicity and clarity of the BPM template featured in the book Good Governance for Nonprofits: Developing Principles and Policies for an Effective Board by Fredric L. Laughlin and Robert C. Andringa.[2] It is a practical “add water and stir” book and has everything, including a template for developing a BPM.

“Any ministry that wants to be more than mediocre needs a BPM,” Andringa notes. “Showing your BPM to major donors gives them confidence your ministry is well led.”[3]

While many organizations have written policies covering a wide range of topics, they’re often filed away incoherently in the archives and no one can find them when needed. “Here’s a fun job for a new board member,” they say. “Please dig through 20 years of board minutes. Bring a flashlight and emergency provisions!”

There’s a better way: the BPM. An effective BPM is usually under 20 pages and will address non-budgeted spending and dozens of other sticky policy issues. Plus, the BPM gives you a simple process for adding or revising policies at any board meeting.

Some committees arrive at their first draft of a BPM after a full-day working session. (If you have several analytical types on the committee, it may take you longer—but the result will often be better!)

While a BPM project takes hard work and is time consuming, it is well worth the effort. It is helpful to break the process into three steps:

  • STEP 1: Commit to the concept. Peter Drucker once said, “Plans are only good intentions unless they immediately degenerate into hard work.”[4] A BPM will probably never be developed if it is just the CEO’s idea; the board must get behind the project. Otherwise, the CEO will create a document that will never be properly created.

Board members may feel that well-kept minutes are an acceptable substitute for a BPM. However, “meeting minutes are rarely written with the kind of specificity needed for well-constructed policies. . . . Archives of minutes are usually very inefficient libraries, and using them to research policies is often clumsy, inaccurate, and time-consuming.”[5]

  • STEP 2: Develop the Board Policies Manual. It may sound like a daunting task to develop a BPM, and this is where the project often dies. However, it can be broken down as follows:
    • Assign a coordinator. This could be the CEO, a board member, or a consultant.
    • Start with a template. The Word document version of the template from Good Governance for Nonprofits can be downloaded at: http://theandringagroup.com/resources/.
    • Fill in the template with known data.
    • Distribute the draft BPM to a review team.
    • Update and refine the BPM based on review team feedback.
    • Conduct a legal review of the revised BPM.
    • Present the BPM draft to the full board.
    • Begin operating with the approved BPM.
  • STEP 3. Integrate the Board Policies Manual. Once the BPM is developed, you can now maximize this document to help you more effectively solve problems, make decisions, and build a stronger board. For example, here are three ways to use it:
    • Use the BPM to guide committee work. If a committee recommends a new board policy or an amendment to an existing policy, the language of the resolution should be suitable for the appropriate section of the BPM. (Sometimes your governance committee will be designated to write the policy to ensure alignment.)
    • Use the BPM to guide board discussions. Various questions may arise during the course of a board meeting that have already been addressed by the board. Simply refer to a policy in the BPM to resolve questions. Example: A board member wants to add an investment policy. The issue is resolved by pointing to an existing BPM policy adopted several years earlier.

The choice is yours: create and leverage an up-to-date BPM and improve your governance, or send out a search party for the last board member who trekked into the dusty archives.

When you introduce the right idea in the boardroom, people can’t unsee it. It changes your narrative.

For example, when the fax was invented, mail suddenly seemed slow. Then email came along, and the fax seemed hopelessly analog.

Likewise, once the BPM is seen, it can’t be unseen.

 

BOARDROOM LESSON
_______________________________

Imagine the efficiency of having all your board policies
in one document—a Board Policies Manual (BPM).
Clearly this is a board best practice.
Imagine onboarding new board members with a document
that answers most of their questions.
A BPM will help your board negotiate an emergency leadership transition,
frame the strategic planning process, and give direction and boundaries
in dozens of other important policy issues.

  Board Action Steps:

  1. Appoint: Delegate the task of creating a Board Policies Manual to your governance committee or a special task force.
  2. Read: Good Governance for Nonprofits: Developing Principles and Policies for an Effective Board by Laughlin and Andringa, and download the BPM template.
  3. Implement: Keep the BPM available in all board meetings—so policy is current and clear—and integrate new board policies into the latest version of the BPM.

 

Prayer

Lord, if creating a BPM will help us govern and steward more effectively—
so our work is more eternity-oriented—
then I’m available to serve on this project, with Your help. Amen.

 


[1] Fredric L. Laughlin and Robert C. Andringa, Good Governance for Nonprofits: Developing Principles and Policies for an Effective Board (New York: AMACOM, 2007), 27.

[2] Ibid., 179.

[3] Robert C. Andringa, “Do Unwritten Board Policies Really Exist?” Lessons From the Nonprofit Boardroom (blog), December 13, 2017, http://nonprofitboardroom.blogspot.com/2017/12/lesson-4-do-unwritten-board-policies.html.

[4] Laughlin and Andringa, Good Governance for Nonprofits, 31.

[5] Ibid., 45.

 

From Lessons From the Nonprfit Boardroom: 40 Insights for Better Board Meetings, 2018, www.ECFA.org/KnowledgeCenter.


This text is provided with the understanding that ECFA is not rendering legal, accounting, or other professional advice or service. Professional advice on specific issues should be sought from an accountant, lawyer, or other professional.

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