06/18/2012 04:48 pm ET Updated Aug 18, 2012

Nonprofit Boards: Take Heed of the Lessons of the University of Virginia

There continues to be upheaval emanating from the board rooms of major nonprofit institutions, including The Susan G. Komen Breast Cancer Foundation, Penn State, and the University of Virginia. The facts will emerge over time as various perspectives are shared and evidence is revealed and examined. In the meantime, boards must realize that bad practices of old are no longer tolerated in this era where very little can be hidden from the public eye.

In a world where public and private organizations are held accountable for their decisions and the ramifications for the people they serve, boards must take their responsibilities seriously. In order to be effective, boards must be comprised of people with the diversity of experience and backgrounds necessary to fulfill the role of the board, create a culture where key issues are deliberated openly and thoughtfully, and process is respected.

Role of the Board. There are basic roles and responsibilities of boards that are spelled out in the duties of care, loyalty and obedience. (The duty of obedience to mission is specific to nonprofit boards.) These duties, most importantly, include protecting the integrity of the institution. Every single board member must fulfill each of these obligations and cannot abdicate responsibility to an inner circle.

Beyond that, each board must commit to the organizational mission -- its compelling purpose; determine the organization's greater potential -- where they envision the organization going forward; the revenue model for success; core programs to achieve the mission; metrics to assess progress; and the role the board will play to maximize success.

Board composition. The board must identify and recruit the individuals who have the experience, expertise, and diversity of backgrounds and perspectives to ensure success for the board in fulfilling its role. This includes engaging people who have leadership skills and qualities to chair the board and serve in other officer positions, and to develop a pipeline of leaders within the board.

Board culture and process. Fundamental to effective governance are board meeting agendas that focus on key strategic issues, and a board room culture where people with a variety of backgrounds and perspectives are comfortable and even encouraged to speak their minds. When everyone sees things one way, one must suspect that something is awry. In an ideal board meeting, alternative options are presented, and pros and cons are explored. Boards comprised of bright people committed to the mission will question various scenarios vigorously before making recommendations.

If such rigorous discussion of pros and cons had happened in the Komen board room, would the Komen scandal have ensued -- a scandal that has cost the organization significant sums and the ability to help women with breast cancer? Would perhaps the fallout that occurred been anticipated and averted, thereby protecting the organization's mission? How might that entire situation have played out differently if board composition, culture, and process been different?

What if there had also been serious discussions about the role of the board, including the duties of care, loyalty, and obedience? That might have facilitated better results at Penn State and perhaps at U.Va. (where much of the story remains unknown).

Too much is at stake for boards not to take these matters seriously.