Board Members as Pro-Bono Consultants

Board Members Who Function as Pro-Bono Consultants May Not Necessarily Be The Best Way To Go

I was approached a short time ago by a director of a non-profit organization who wanted to know if it was appropriate to avail herself of the pro-bono services of her board members who were lawyers, accountants, financial advisors and those with other skills that can cost the agency a lot of money during the course of a budget year. There are implications for the director, the staff and the board when pro-bono services are utilized. Prior to making the decision to use the services of these, and other professionals, who are on the board of directors, there are a number of issues that should be carefully considered.

The role of a board member who is a professional in her own field and who has expertise in a particular area is not the same as a professional who is engaged to provide a service for a fee to the organization. There is a very important distinction between the volunteer leader who provides leadership for the organization and the person who is engaged to provide a professional service for the organization. One is giving of their time as a community service or a commitment to the specific purpose of the organization. The other is performing a professional service and has made a commitment to provide her expertise for payment.

Although the issue of payment does not seem to be significant it signals a real difference in expectations both for the service provider (the consultant) and the client (the organization). Professionals, no matter what their specific expertise is, who volunteer time to serve on a board are providing oversight and hold the agency accountable for fulfilling its purposes in the most complete way possible adhering to the highest standards of professional practice. As board members these people also insure that the organization follows approved accounting procedures and has fulfilled all legal requirements applicable to its functioning.

The board is in place not only to hold the staff accountable but also to decide on the policies guiding the agency’s functioning and to oversee the quality of the services provided as well as the financial management. Although board members, who are professionals in their own right, will use their knowledge and skill when appropriate, it is overseeing the way the organization is functioning, and not in their providing professional services to the agency. This is not to say the board member who is a professional does not care but rather the person is fulfilling a different role when they are engaged to provide their expertise as different from their role as a volunteer leader serving on a voluntary non-profits board of directors.

A professional consultant who is hired on a fee for service basis is seen as someone who is rendering a service to the agency. She is accountable for her time, as are those people who receive payment for their services, and they are working in defined roles. This is true whether she is hired for a specific purpose, for example, a lawyer who is compensated by the hour for reviewing documents or for participating in negotiating sessions, or she is an accountant who is providing an audit. She is accountable for her time and she is expected to work within a specific time frame. It is generally understood she will begin her work on a specific date and complete it within the agreed time period.

A volunteer by definition is not held to the same rigorous standards of professional behavior in the role the person plays in the organization. It does not mean the person cares any less or is not as committed as the professional who is hired. It means the organization’s expectations of the professional consultant are different than the organization’s expectations of the volunteer leader.

It is appropriate to engage a certified public accountant to perform the agency’s audit and it is appropriate for an accountant who is a board member to sit on the audit committee that is selecting the firm to conduct the audit. Thus, the professionals who provide volunteer services should be in the position of functioning as volunteer leaders in providing oversight and the professionals who are hired on a fee for service basis should be the ones to render the services to the organization. This approach insures clarity of expectations both for the volunteer leadership and the professional staff of the organization.

Of course, there are always exceptions to the rule and there are cases when a lawyer who sits on the board will be asked to review a document or investment bankers will deal with the organization’s investments in the stock market. Of course, in all such cases, the board members should sign a statement assuring there is no conflict of interest. This is very important and it will be discussed in a future posting.

Stephen G. Donshik, D.S.W., is a lecturer at Hebrew University’s International Leadership and Philanthropy Program and has a consulting firm focused on strengthening non-profit organizations and their leadership for tomorrow. Stephen is a regular contributor to eJewish Philanthropy.

This article was originally posted February 24, 2010.