What is the role of the Board of Directors in a worker self-directed nonprofit (WSDN)? Most nonprofits are required to have a Board of Directors that exercises ultimate control over the corporation. Boards of Directors are generally required to exercise a “duty of care” and “duty of loyalty,” which require that each Director devote attention to the activities of the nonprofit and to act, as a prudent person would, to ensure that the best interests of the organization are being served. Boards may delegate their duties, but may not over-delegate them, meaning that the Board should still be able to take back control when necessary to ensure the wellbeing of the organization.
In many conventional nonprofits, Boards delegate the management of a nonprofit to a CEO, and the Board exercises control through close supervision of and direction over that CEO. By contrast, in the WSDN model, the Board delegates management to a collective of self-governing workers, which means that the Board must provide oversight to ensure that the self-management system is functioning to advance the best interests of the nonprofit.
In the case of the Sustainable Economies Law Center (SELC), our Board has resolved that it is in the best interests of the organization to have staff govern under a system of worker self-management, in recognition that the staff are well positioned, well informed, skilled, and motivated to advance the mission. The Board provides oversight by giving each Director duties to oversee a particular aspect of SELC’s operations and programs. Below is SELC’s policy (as of 2016) for the governance roles of the Board, and here is a short video explaining it:
SELC staff shall use the following processes to keep the Board informed of our work:
1. Verbally report to the Board about our activities at quarterly Board meetings.
2. Give all Board members access to the Google Doc where we list accomplishments on a monthly basis.
3. Give most or all Board members access to Asana (SELC's internal information and task management platform) so that they have a full window into our activities and proposals. Provide monthly updates on Programs and Operations-related items in Asana so that the Board may read updates on major projects.
4. Ensure that Board members are tagged for all programs in NationBuilder so that they receive all email newsletters.
5. Give the Board access to our Budget Doc, where they can write comments and questions. Staff will update the Board on the budget on a quarterly basis and notify the Board of updates.
The SELC Board shall have the following four oversight roles (or “Owls”).
The intention here is to provide an extra set of eyes to catch problems and to ensure the Board fills fiduciary duties while maximizing staff agency and power:
1. Financial Owl (Treasurer)
Communicating with SELC's Financial Circle on a quarterly basis to learn about current expenditures, any changes to the budget, and whether projected revenue is enough to meet the budget. This communication may take place at the Board meeting.
Asking staff about any confusing or concerning budget items, expenditures, or transactions, and bringing any unresolved concerns to the Board.
Financial Owl is only expected to interfere with self-governance if she believes financial reports show evidence of misfeasance or mission drift.
2. Worker Governance Owl
Reviewing newly adopted proposals and policies.
Reviewing Worker Self Direction Nonprofit self-assessment and inquiring into whether worker self-direction is effectively advancing the mission of SELC.
Discussing any concerning proposals, policies, or governance practices with staff and bringing any unresolved concerns to the Board.
Worker Governance Owl is not expected to exert an influence on any particular policy or proposal. They are expected to be knowledgeable enough about policies to be able to notice troubling trends. They are expected to make an inquiry into whether the process being used is functioning in a manner that keeps the organization aligned and the staff fulfilled. Staff is expected to coordinate a yearly evaluation of the governance and share it with the Worker Governance Owl; they are not expected to communicate with the Owl on an ongoing basis.
3. Mission Owl (Activities and Programs)
Reviewing activity updates in Asana on a roughly monthly basis.
Ensuring that SELC is effectively advancing its mission.
Discussing any concerning activities with staff and bringing unresolved concerns to the Board.
Mission Owl is expected to be able to describe to other board members the types of strategies the staff is using to forward the mission. They are expected to notice activities that may not be aligned or may jeopardize tax-exempt status. Staff is not expected to communicate with the Mission Owl outside of the Asana updates, and staff does not need to seek approval for specific activities. Mission Owl does not have the power to end a program, but only to call to the board's and staff’s attention how it might jeopardize tax status, alienate funders, or be unaligned.
4. Legal Compliance Owl (Secretary)
Ensuring that SELC is operating in compliance with the law by annually reviewing a legal compliance check-list with staff.
Ensuring that SELC is keeping proper meeting records and following procedures under the California Corporations Code.
Fielding complaints and grievances per SELC’s Whistleblower Policy and Grievance Policy.
- Staff are not expected to communicate with the Legal Compliance Owl unless they suspect misfeasance AND they have reason to believe the internal conflict resolution process is inadequate. Legal Compliance Owl is only to interact with staff in this capacity if she has good reason to believe a law is being broken.