Report

Elements of Nonprofit News Management Chapter 3: The Board

By Richard J. Tofel

October 4, 2022

Nonprofit boards are somewhat paradoxical. Like for-profit and foundation boards, they are recruited mostly by the staff whom they then serve as bosses. But while corporate and foundation boards are usually lucrative, nonprofit boards are (one hopes) costly to serve on, so retention, instead of being relatively easy, becomes a constant staff effort. 

Who? 

Here, as in so much else, a lot of what I know I learned from Herb Sandler, ProPublica’s founding donor and chairman of its board for the first decade. He had two basic rules for directors, as well as two for board meetings that I’ll get to later. Directors, most of all, had to be people other directors would look forward to coming to meetings with; they must not be the sort of people who make colleagues want to avoid meetings. No amount of possible support could overcome this consideration for him.  

Having said that, you need to work to set the “give or get” contribution expectation for your board as high as is feasible, and to increase it as you grow. In a very real sense, this expectation will be both an enabler and a functional ceiling on how much you can increase your budget over time. 

Having diversity of all sorts on boards is very important, and for the usual reasons: to get an array of perspectives you might otherwise miss, and simply because it’s the right thing to do. But fundraising capacity and diversification of life experience and viewpoint are, if we’re being honest about it, pretty much the only reasons to put particular people on your board. What you don’t need are a lot of current or former journalists (or friends of the founders) who bring neither of these virtues. And, as your organization grows, it may — and should — outgrow a number of its early directors, particularly as fundraising needs and possibilities expand. Acknowledge this, and thank them gratefully for their service. 

Role 

If your organization is its own 501(c)(3) — and it should be, as soon as feasible — your board is a “governing board,” and that’s a big hint of its most important role, to oversee the company and its finances: hiring and evaluating (and, if necessary, firing) the CEO or CEOs; preserving the company’s mission; approving (and, if necessary, refining) strategy proposed by top management; and constantly looking forward to make sure these tasks can be accomplished not only now, but also in the future, such as by ensuring that succession planning is in good order. 

One particular requirement of a news organization’s board is to preserve and defend the independence of its editorial operations. This, in turn, requires a degree of humility that is not always found in the sorts of people attracted to, and attractive to, nonprofit boards, especially wealthy and powerful people.  

What do I mean by that? You need your board to agree not to seek to intervene in editorial matters. Most people understand this, and will abstain from leaning on editors — to push particular story lines, for instance. The most difficult scenario, in my experience, is when a story has offended a director’s friend or business associate, who then comes to your director to complain. In such a case you want the director not to get involved, to send the offended party to your editor or business leader, and also — critically — to readily acknowledge there is nothing they can do to help. This sort of admission of impotence does not come naturally to powerful people, which is why I say you are looking for people to whom modesty comes with relative ease. 

If the board is to steer clear of editorial interference, where is it supposed to be involved? Most importantly, in two ways: approving (and, if necessary, modifying) strategy, and evaluating and ultimately selecting top management. 

The principal job of a board, most of the time, is to ratify and help shape a company’s strategy. The strategy, of course, should flow from the mission (not the other way around) and indicate how the newsroom intends to fulfill that mission, particularly in the next few years.  

There are two natural tensions that need to play out in this context: one between strategy and tactics, and the other between the role of top management and that of the board. Strategy is probably best viewed as an overall action plan and the thinking behind it; tactics are the specific steps taken to execute the strategy. One important caveat: If a particular step seems necessary to implementing a strategy — that is, if there are no alternative “tactics”— then that step should probably be considered strategic. Put another way, setting a strategy involves a set of large choices; settling on tactics involves a different set of smaller choices. Tactics should be almost entirely the province of management, assisted (but not usually guided) by the board where that can be helpful. 

As I said, the role of a board is to ratify, not create, strategy. Top management should propose a newsroom’s strategy, based on its experience and what it believes are the company’s capabilities. If management is merely posing strategic questions to the board, it is not doing its full job; it should also be suggesting answers. But moving from a proposed strategy to its adoption should be a collaborative process. The board, in light of its own collective experiences, and its assessment of both the company’s capacity and management’s ability to execute a plan, is entitled to help shape strategy and should do so. In cases where the board comes to believe that strategy needs to be reassessed in light of the passage of time or other changes, that is fully within its purview. 

Having said that, however, setting strategy should be an occasional practice, not a constant one. Strategies need to be given time to play out. If the world shifts suddenly, they may need to be adjusted, perhaps considerably. But in normal times, periods of strategic implementation should be substantially longer than those of strategic development. Striking the balance otherwise runs the risk of faddism. 

As I hope the strategy-tactics discussion illustrates, it is imperative that management be left to manage a new nonprofit news organization. There are two important limits on this principle. First, at least annually, as in any well-functioning organization, the board should formally evaluate the performance of the one or two members of management who report to it, and should understand how those people assess the performance of those who report directly to them. 

Even more crucially, the question of management succession is an issue for the board, and not principally for management itself. This can be difficult for people who have successfully led news organizations for years, but it is necessary for the sustainability of those organizations. Managers may have views about who should and shouldn’t succeed them, and boards do well to hear those views. But they should heed them only if persuaded, and certainly not merely out of deference. In fact, it’s been my observation that the longer and more successful someone has been in a senior role, the less that person may intuitively grasp the differences in a potential successor that will best serve the organization. Which is to say, the more you know, the harder it can be to know what you don’t.  

Meetings 

With respect to meetings, Herb Sandler always insisted that every session have at least one meaningful business discussion that was both intrinsically interesting (with ample supporting materials distributed in advance) and genuinely important to the company. Beyond that, he felt strongly that each meeting should include an opportunity to hear about the work from front-line staff, ideally people the board had not met previously. We referred to this part of the meeting internally as the “show and tell,” but don’t let the name deceive you: These sessions are a significant part of the enticement of serving on a nonprofit journalism board, just as they were at Dow Jones & Co., publisher of The Wall Street Journal, during the 15 years I worked there, when it was a public company. 

Those are the two elements each board meeting should contain — authentic deliberation on a question of real importance and a reminder of the work that brings the people in the meeting together. The meeting should avoid any sense of empty theater or pointless ritual. Minimize scripts and PowerPoint; maximize conversation.  

It’s also important that the book prepared ahead of each board meeting contain high-quality information from management. This should include, at a minimum, the latest available financial and budget reports, including those for any month that ended 60 days or more before the meeting; the most recent available web, social media and other traffic data available for the newsroom and its most direct competitors; the latest fundraising results; updates on any previously established performance indicators; and any necessary background for that meeting’s discussion topics. 

Organizing the board

A couple of questions about how to organize your board are worth touching on here. First is the matter of board committees. Let’s start with the basics: You’ll need a small executive committee that can act on short notice between board meetings, either in an emergency (hopefully rare) or to deal with ministerial matters such as authorizing deals that require exceptional formality and can’t wait. And you’ll need an audit committee to review both draft financial statements and management controls with auditors. This committee should be chaired by someone with financial experience and include at least one or two others with a similar background. 

As your company grows, you may want additional committees on nominations and governance (to screen new board members), compensation (to oversee the evaluation of top management) or to take on some unusual, perhaps short-term, task. 

But I would urge that the most significant work of the board be done as a committee of the whole. In particular, I am not a fan of board development committees, as I think they can incorrectly suggest that fundraising is a specialized task, rather than a primary obligation of the entire board. Similarly, I would generally advise against the creation of board strategy committees — if strategy isn’t a responsibility of every director, what is? 

Because of this preference for the board to work as a group, I strongly recommend that it be limited to about 15 members, roughly the maximum number of people who can conduct a meaningful conversation.  

The second big question about organizing the board concerns term limits. During my tenure at ProPublica we never had any. The organization had been started by Herb Sandler, and we simply never wanted to lose him; he remained an active and invaluable director until he passed away, 12 years after the founding. In a world where a board ideally contains some of your most significant funders, I have never understood why you would want to force such people to distance themselves in any way after an arbitrary period. 

At the same time, there is no question that some people who were initially great additions to a board eventually overstay their maximum utility. I think the best answer for this is a vigilant board chair, alert to the need for occasional turnover — and also committed to serving for only a limited term. As a rough guideline, following a successful transition in top management, board leadership should also shift. 

Advisory groups 

Lots of newsrooms have a variety of advisory groups; I am a member of a few myself. There are fewer ground rules to impart with respect to these, but you might want to bear in mind the following: 

• Some advisory groups are fundraising vehicles, “junior boards,” to involve donors who aren’t (or aren’t yet) giving at the level appropriate to board membership. There’s nothing wrong with this concept, but it does require a fair amount of care and feeding; the money may not seem like a lot to your organization, but it often does to these donors. This is probably worthwhile only if your board gives at very high levels, or if you have some reason to think many of your current donors may soon have much greater giving capacity. 
• Editorial advisory groups are as useful as your top editor deems them to be. They can be helpful for new organizations seeking to reach out, or to better understand their communities. Beyond that, I have long thought that an editorial advisory board, even if normally dormant, can be critical if you find yourself in a crisis spurred by something you have published that is either controversial or journalistically problematic. In such a situation, an advisory board can help an editor understand when it is time to retreat or even apologize — or not. 
• Community advisory groups are a more recent trend. On the one hand, if they help you better understand the people for whom you are producing your journalism, that’s all to the good. On the other, this does not seem like a function that should be delegated to a small group, but rather a value that needs to be inculcated throughout a newsroom. Again, such a group may be helpful as a signal of openness when you are starting up, but it should never be a substitute for constant, active listening to whatever communities you are seeking to serve. 
• Finally, some specialized tasks may be usefully carried out by groups with narrow functions. ProPublica, for instance, has a group of data science advisers, who have been enormously helpful in thinking through particular stories and various complex problems of data analysis and presentation.