Heather's articles

Tackling Your Non-Profit’s Backburner Projects During COVID-19 Downtime

First of all, I hope you and your family are safe and healthy. We have all experienced great disruption over the past few weeks and unfortunately, we will need to continue navigating new professional and personal paths for the foreseeable future.

A client of mine reached out to me recently and shared the struggles her non-profit faced with COVID-19. She mentioned that not only has the crisis impacted programs, services, revenue and staff (to name just a few), but it has exposed gaps in all areas of their organization - from front line operations, right up to their board. Many of these gaps were due to projects that were put on the back burner. 

A small silver lining for some organizations will be that this disruption will result in some downtime in the next while once the bulk of the COVID-19 fires are out and we wait for things to return to “normal.”  If there is downtime for your organization in the coming weeks, it is a great opportunity to regroup and tackle filling those gaps and to focus on projects that have been on the back burner. 

These projects could include revisiting your strategic and risk management plans, cleaning up your operational and governance policies and processes, better understanding your organization’s strengths and weaknesses and getting overdue training for your staff and volunteers.

I know for myself, I will be using this time to explore creating podcasts, writing articles, and refining my service offerings - I am ready to accept the challenge!

I’m always here to support my non-profit community, so please don’t hesitate to reach out - I can provide some governance advice or be a virtual shoulder to lean on during these challenging times. 

Yours in Good Governance,


Board Candidate Interviews: A 2-Way Experience So Be Prepared! - By Heather Terrence, CAE

As a non-profit governance consultant, I am frequently asked to provide assistance to those interviewing for a board position. I typically advise that for interviews, both parties are being assessed – the candidate is looking for a volunteer opportunity that aligns with their needs and the interviewers are looking for strong candidates to serve on the board. Unfortunately, some organizations fall short on wowing candidates, which results in individuals choosing another volunteer opportunity.

To get the best and brightest, organizations should strive to impress candidates and appear knowledgeable about every facet of the organization. This includes being prepared and organized, asking the right questions and being able to answer questions from candidates that are not typically raised.

Here are some key areas to cover and important questions to ask.

Board Competency or Skills Matrix: If your organization has such a document, ask the candidate how they personally fare against the competencies, skills and experience outlined. Ask them to provide examples, ideally from previous board work.

Strategic Plan: Provide this document to candidates in advance and ask them to explain what they think of the organization’s strategic direction and how they could contribute. Do they have experience with strategic planning while on other boards?

Code of Conduct and Conflict of Interest Policies: Provide these documents to candidates in advance. Obtain confirmation that candidates can sign off on the Code of Conduct and that they have no conflicts that would prevent them from serving on the board.

Time Commitment: Be honest regarding how many meetings there will be (have a sample schedule on hand) and how much prep time is needed. Do they need to take on committee or fundraising work as part of being a board member? Are there other events they will need to attend as a board member? I sometimes hear newbie board members, particularly from more operational boards, say “If I would have known how much time is REALLY spent, I may have turned down the opportunity”.

Term Lengths: Besides knowing what will be on their plate for the first year, let candidates know what terms lengths are and what is the maximum number of years one can serve on the board.

Expectations of Becoming Chair: It is becoming more common that boards will only recruit candidates who express interest in becoming board chair in the future and who have, or will develop through board experience, the competencies and skills to take on the chair role. Ask if they are interested in becoming chair down the road.

Here are some unexpected questions that may be asked by candidates that you should prepare for heading into interviews.

Financials: Typically candidates do their homework in advance of interviews, but make sure there is someone on the recruitment committee that can speak knowledgeably about your organization’s financials.

Board Evaluation: This is an important board responsibility and experienced candidates will want to know that the board is evaluating itself in order to continually improve and better serve the organization. If you do not have a board evaluation program, put it on your board’s to-do list!

Professional Development: Candidates may wish to know what professional development opportunities there are for board members. Does the board bring in experts to learn about specific issues or topics? Is individual or group training provided for gaps that are identified through board evaluation?

Directors and Officers Insurance: Many candidates will ask if the organization has D&O insurance. Know and share your coverage details.

Pending Lawsuits: If there are any pending lawsuits against your organization, be ready to share as much detail as you can publicly if you are asked. Reassure them again that D&O insurance is in place.

Remember that not only is your organization interviewing candidates, but the candidates are also interviewing you and your organization as well! Be as prepared as possible to ensure your organization is putting its best foot forward.

Originally Published in CSAE Trillium Chapter FORUM Magazine:   


Test the Effectiveness of your Governance Documents - by Heather Terrence, CAE

These days, non-profits have busy calendars filled not only with programs, services and events, but with countless board and committee meetings. It is good practice for boards and governance committees to step back, and to test the effectiveness of their governance policies. As a leader in your organization, ask yourself the following:

  • Do we have all the policies we need?
  • Do we need to tweak any policies?
  • Do we have any policies with poor wording that are unnecessarily formal and confusing and do not reflect current real practice?
  • Are there some policies that are an unnecessary burden we should eliminate?
  • Are the policies aligned with the strategic direction and objectives of the organization?
  • Are the roles and responsibilities of our leadership, board and committees clearly defined?
  • Do the policies have the right balance between reflecting best practices and being well-suited to the unique culture and environment of the organization?

While every leader may have different answers to the questions above, it is important that each organization have basic governance policies that are not covered in your non-profit’s by-laws. Some key policies that should form the basis of your governance and leadership manual:

  • Code of Ethics/Conduct: Acts as a guide for the ethical conduct of board members, outlines how to identify and address issues, and includes a process for dealing with unethical behaviour.
  • Conflict of Interest Policy: Outlines procedures for identifying and handling direct, indirect or perceived conflicts of interest.
  • Board Member Role Description: Defines a board member’s accountability, responsibility, authority, duties and qualifications.
  • Board Commitment to Serve Agreement: Communicates the expectations of board members including maintaining confidentiality, attending and preparing for meetings, and acting in accordance with by-laws, policies and principles.
  • Role Descriptions for Executive Positions: Outlines the responsibilities of executive positions such as Chair, Vice Chair, Past Chair, Secretary and Treasurer.
  • Non-Discrimination and Anti-Harassment Policy: Many organizations have this policy in place at a staff level, but it is important to extend this to your organization’s board.
  • Whistleblower Policy: Encourages board, staff and volunteers to bring forward information on illegal activities or violations to policies and provides a procedure for investigating and dealing with wrongdoings.
  • Terms of Reference for Committees: These address committee composition, scope, voting process, quorum and handling appointments and renewals. These also identify whether it is an operational or governance committee.
  • Board – Staff Responsibilities: Delineates the responsibilities between board and staff in areas such as operations, planning, programming, financial planning and oversight/direction of staff.

While it is important to have governance policies for board and committee members, don’t forget about your volunteers! They should also abide by and sign off on policies such as conflict of interest and code of ethics/conduct, so your organization is protected.

Here are other important governance documents to consider creating:

  • Annual Board Calendar: Keep track of your organization’s events such as board and committee meetings, board evaluations, orientations for new members, holidays and key organization and industry events.
  • Expense Guidelines: Organizations typically reimburse board members for authorized expenses associated with business and travel to meetings and events. It is good practice to outline what is covered along with the reimbursement procedure.
  • Meeting Courtesies & Rules of Order: Courtesies encourage board members to be respectful and attentive at in-person meetings by talking in turn, turning off phones and refraining from using email or internet. A separate set of courtesies can be created for conference calls, which will help to streamline discussions. Rules of order include guidelines on when to speak, the Chair’s handling of discussion, and how to pass motions.

Whether you are a small non-profit just getting started or a large well-oiled organization, remember – good governance is always a work in progress! This includes your organization’s governance documents, so don’t be overwhelmed with making improvements. Take the time to reflect and evaluate the effectiveness of your governance documents.

Originally Published in CSAE Trillium Chapter FORUM Magazine:  


#TimesUp for Your Directors? Addressing Anti-Harassment at the Board Level - by Heather Terrence, CAE

As a nonprofit governance consultant, networking is a significant part of my business. I had the pleasure of attending an event with numerous nonprofit leaders where we informally discussed the #MeToo and #TimesUp movements. I was pleased to learn that all organizations had anti-harassment policies in place for their staff, however, I was surprised to learn only a handful extended these policies to their boards.

The Canadian Human Rights Commission defines harassment as a form of discrimination that involves any unwanted physical or verbal behaviour that offends or humiliates an individual. Imagine a scenario where inappropriate behaviour occurs by one of your board members. Do you have policies and procedures in place to safeguard your organization? Here is some information to get you headed in the right direction.

Expand your Organization's Anti-Harassment Framework


The following are some things to consider in order to strengthen your organization’s anti-harassment framework.

Legal Liability: Not having an anti-harassment board policy puts an organization at risk. Just ask your legal counsel!

Include Anti-Harassment Statement in Core Values: Most nonprofits have a public interest mandate. Adding an anti-harassment statement to your organization’s core values will be more impactful, and will send a stronger message that harassment of any kind, by any person, at any level, will not be tolerated.

Protect your Organization’s Reputation: Nonprofits are financially challenged more and more these days, and sometimes struggle to recruit the best of the best. A bad reputation will make it even more difficult to recruit top volunteers and staff. Donations, sponsorships and memberships will also be negatively impacted.


Foster a Strong Anti-Harassment Culture


Organizations can create a stronger anti-harassment culture by doing the following:

Make it Part of Board Policy: Anti-harassment clauses can easily be added to your board’s code of conduct/ethics. Make sure it is consistent with your staff policy. A good practice is to have board members sign a declaration annually, committing to abide by the code. Consider doing the same for all your volunteers so that your organization is even more protected.

Be Accountable: Make it known at all levels of the organization that there is ZERO TOLERANCE and everyone is accountable - even board members. The board should be leading by example. If a member behaves inappropriately, don’t turn away. Act on it in accordance with policies and procedures.

Promote Training: Hold a session with the board to review anti-harassment policy and procedures. Make it part of your onboarding orientation for new members and encourage all directors to attend as a refresh.

Seek Legal Review: Have your legal counsel review your anti-harassment policies and procedures to ensure they are appropriate for your organization.

What if it Happens in Your Organization?

Make sure there is a fair and reasonable process that can be followed should a harassment complaint be received about a board member, or anyone else in your organization. Some nonprofits use a third party for intake of complaints, and legal counsel or a professional firm to conduct investigations.

Contact your Directors & Officers liability insurance provider to confirm coverage, and the process for providing notification to them should you feel there is a legitimate harassment complaint.

Many organizations ensure the board is made aware of any harassment complaints - regardless of who is involved - as there may be implications to the organization, particularly if a pattern occurs.

Putting strong anti-harassment policies and procedures in place will help to deter such unwanted behaviour and make a difficult situation much easier to manage.

Originally Published  with Imagine Canada: August 2018