Case Studies

Revising and Updating Bylaws

The Situation
This well regarded, 40-year-old nonprofit organization had a majority of Board members who were not experienced in matters of governance. The Bylaws and Mission Statement were outdated. Several required state government filings were not current and did not reflect the changes in mission or the current officers.

Further, some Board members viewed Board membership as an honor instead of an obligation and the Board meetings as a social occasion more than a business meeting. Term limits of Board members and a Board Committee structure were either nonexistent or inadequate.

Compass Consulting Role
With the active assistance of the Chairman and Executive Director, a By-Law Committee of Board members was formed that met periodically with Compass Consulting who guided the Committee to undertake the following:

1. To collectively draft a revised Mission Statement that reflected the Organization’s current objectives.
2. To understand the reasons for considering significant changes to the Organization’s current Bylaws in order to conform with “model” Bylaws”. Recommended modifications included Board term limits, standing committees, responsibilities and authority of officers and committees, the role and authority of the Executive Director, indemnification and conflicts of interest.

Compass Consulting had several meeting with the Board to provide a detailed explanation of each of the proposed By Law revisions that the Committee had approved. The Board unanimously adapted the Committee’s proposed Mission Statement and By Law recommendations.

The next step was to assign Board members to the Standing Committees described in the revised Bylaws, which is undertaken by the Chairman and Executive Director. Compass Consulting provided a Board orientation session for new and existing members to orient Committee members to the responsibilities and authority of each of the Standing Committees.

Compass Consulting also conferred with the Chairman and the Nominating Committee the additional skills the Board should seek when adding new members.

Because some members of the existing Board wanted to continue their involvement in a limited capacity, Compass Consulting recommended creating an Advisory board and drafted Bylaws for the conduct of the Advisory Board.

Result
New Board members have been recruited with several indicating that they would not have considered joining without the changes to Board governance practice, especially to the Bylaws.

Creating a Strategic Plan

The Situation
A non-profit organization formed 40 years ago was stagnating. The signature program was losing money due to declining interest in an antiquated program delivery methodology. The organization’s small staff was challenged to sustain this program while undertaking necessary fundraising initiatives. Importantly, the potential from new programs was not being realized. The board and the organization’s executive did not have sufficient management tools to measure program effectiveness.

The Board and Executive Director believed there was potential for growth and increased involvement with the community if a longer term perspective could be developed. The Board of Directors agreed to develop a Strategic Plan with goals of increased involvement with a broader community and improvement in long-term sustainability.

Compass Consulting Role
With active support and assistance from the Chairman and Executive Director, a Strategic Planning Committee (SPC) of Board members was formed that met periodically with Compass Consulting.

Compass Consulting led the SPC in the development of a Strategic Plan following these steps:

1. Explaining to the SPC the purpose of a strategic plan and why its development is important to an organization’s long-term success as well as the importance of a periodic review to determine its continuing relevance.
2. The SPC developed a SWOT analysis (strengths, weaknesses, opportunities, and threats) of the organization with the guidance from Compass Consulting. Because of the importance of this analysis for the successful development of a strategic plan, relevance of each element was reviewed at a subsequent meeting.
3. The SWOT analysis was accepted by the Board who authorized proceeding with the development of a Strategic Plan.

Following Board acceptance, the SPC, led by Compass Consulting:

1. Identified specific opportunities that would capitalize on the organization’s strengths while serving unmet Community needs, converting these opportunities into a specific Strategic Plan.
2. Determined the staff and related expenses necessary to implement the Strategic Plan.
3. Developed a financial plan that implemented the proposed Strategic Plan.
4. Worked with the Executive Director to Identify and interview potential funding sources to implement the Strategic Plan.
5. Developed a financial reporting model and related management tools to measure the effectiveness of current programs and the proposed Strategic Plan. This provided potential grantors relevant information to gauge effectiveness of their grant– giving.
6. The Strategic Plan was presented to the Board and was unanimously accepted. The plan is now underway.

Result
The Strategic Plan attracted a grantor that provided the seed money for the Strategic Plan implementation. This allowed the organization to pursue a more sustainable financial path with greater program cash flow and access to grants that reduced the organization’s dependency on events. The Board also has a better understanding of how to measure performance of the various programs along with developing stronger financial processes.

Board Reorganization and Orientation

The Situation
A nonprofit in Rhode Island with $1+ million in annual revenues was stymied due to lack of Board involvement. The backgrounds and qualifications of its members were solid; yet positions for Secretary, Vice President, and Committee Chairs were vacant. There was lackluster attendance at meetings and events. Change was needed.

Compass Consulting Role
With active support and assistance from the Board Chair and Executive Director, a Special Board Committee (SBC) of Board members was formed. The Committee selected Compass Consulting to assist with the much-needed revitalization.

Compass Consulting led the SBC in these steps:

1. In the introductory meeting, the Consultant met with the SBC to review a proposed project plan and to obtain agreement on the steps needed, timetable and desired outcomes. The SBC discussed risks involved in this process and how best to achieve a positive outcome. The general thinking was that to have people participate would be one-on-one outreaches. They also discussed what success would look like and determined that the desired outcome was an engaged and proactive Board, with a robust succession plan. All discussed what they thought was going on—first by writing individually, then speaking together as a group.
2. The process agreed upon was to develop a questionnaire, then have the Consultant speak individually with each Board Member to complete the questionnaire. The questionnaire was open-ended and focused on a Board member’s experience with the organization, their sense of commitment and what would encourage them to be more engaged. The SBC made a commitment to protect confidentiality; the Consultant defined what confidentiality meant and what lines could not be crossed if this were to be a worthwhile activity.
3. One of the questions to be asked was the Board member’s desire to remain on the Board; the SBC recognized that there could be significant drop out. The SBC identified who might be in the “resign” category. With this information, the SBC developed a list of skills needed on the Board and committed that while the consultant was doing the interviews, the SBC would begin targeting individuals for recruitment.
4. At the next Board meeting, the Chair described his and other Board members’ wishes for more involvement by more Board members and introduced the project by introducing the Consultant who explained the process and desired outcomes.
5. The timetable agreed was six weeks for interviews, two weeks to summarize the interviews for a report to the SBC, one month for debrief and recommendations to be developed, then a report to the full Board.
6. The interviews were set up in person or on Zoom and Board members proved willing to be open about their lack of engagement. The reasons varied. Some had to do with the organization’s delicate financial situation; others had to do with little interest in the Board’s mission—no passion. Some did not like the ED. Others had to do with personal situations. When asked the best next step, the answers also varied. A few thought it would be best for them to leave the Board. Others wanted more in-depth information, more outreach from the Board Chair and Executive Director, and all wanted more interaction among the Board members. Unexpectedly, some wanted fewer Board meetings.

The Consultant presented a summary of the interview results to the SBC, without attribution.

1. The consultant began by stating that many of the interviewees (16) said they really appreciated the organization’s willingness to approach the issue. Others asked if this was truly a confidential activity. The major themes were that members did not feel they were given the opportunity to express their opinion nor were their thoughts sought out. They did not feel that there was much opportunity to learn together about how the organization was run and to voice opinions. They were concerned about the financial situation and did not have the wherewithal to make a meaningful contribution that could alleviate the organization’s financial condition.
2. The SBC decided on three changes:
   • One immediate change would be to modify the format of the Board meetings so that there were break-out groups either in person or via zoom.
   • The second would be more discussion of program and the people served rather than on the financial situation. There would also be fun activities added. Board members needed to have time together to build support and develop some passion.
   • The third was outreach by officers monthly to board members (3 calls per officer) to say hi, ask what was going on in their lives and to share what was happening in the organization.
3. The Board officers and ED thanked the Board for their honest involvement, explained the proposed plan and discussed it. Board members were willing to give these efforts a try and committed to attending the Board meetings regularly. Several noted that the very fact that the officers and ED had taken their comments to heart had already made them feel more listened to and appreciated.

Results

1. By the end of the fiscal year, the Board sessions had been totally reconfigured. A different Board member designed the meeting each month. The Committees were functioning as planned. Several members resigned and were replaced by well qualified people who took the open officer positions. Board orientation was taken seriously and offered annually.
2. The Board Chair and the Consultant sent out a multiple-choice anonymous survey early in the next fiscal year, asking members if their engagement had increased. The survey showed that 70% of the respondents (13 of 16 responded) felt much more engaged and 30% felt more engaged.