NYU/WAGNER 2018Spring Syllabus

PADM-GP.4135 Gayle Binney

Mondays: 4:55 – 6:35 pm917-523-0115

1.5

45 West 4th Street, Room B02 (Wash Sq)

Office Hours:Immediately following class or by appointment

Meets January 22 and 29, February 5, 12, and 26, March 5 and 19

NONPROFIT GOVERNANCE

This course is intended for graduate students interested in learning about the governance of nonprofit organizations. The prerequisite for this course is CORE-GP.1020. Managing Public Service Organizations or permission from the instructor.

This is a seminar class and heavy reliance will be placed upon student participation.

This means preparing in advance of class to answer discussion questions. (If you can not attend a class, please answer the questions and send your responses by email to your professor.)

Learning Objectives:

The course is designed to accomplish these main goals.

  • Increase your understanding of how and why boards perform as they do.
  • Increase your understanding of how boards impact organizational performance.
  • Develop your capacity to diagnose common problems and issues of governance and approaches to improving the situation.
  • Increase your understanding of fiduciary, strategic and generative models of governance and how they inform approaches to improving nonprofit governance.

Instructional Methods

To meet these goals, this course uses readings, lecturers, cases,

assignments and class discussion. Reading assignments provide an important foundation for class discussion and must be completed prior to each class session. The due dates for all readings and other assignments are listed in the syllabus. Lectures will be used to highlight key points from the readings and provide additional information to supplement the readings. Case studies will provide you with the opportunity to apply what you have learned to real issues. Because each of you brings unique perspectives and experiences to the class, participation in class discussions is essential to your own learning as well as that of other class members.

READINGS:

There are two required books and several required readings. It is important that you have completed the assigned readings thoroughly before class on the day shown in the schedule. We willprobably not have time to talk about everything covered in the readings in class, so be sure to email me about anything you do not understand. You will be expected to read the readings before writing the assigned papers.

Required Books

  • Chait, Ryan and Taylor, Governance as Leadership, Wiley, 2005.
  • Bowen, W, The Board Book, Norton 2012.

All assigned readings that are not included in the required textbooks will be posted on NYU classes.

Assignments and Grading

Your final grade in this course will be based on the following assignments:

1)Part 1: Paper – Outline the Issue of the Organization and Framework You Plan to Use For Making Recommendations to Improve Governance (25%)

2)Part 2: Paper - Final Written Recommendations to Improve Governance (40%)

3)Class Participation/Answering Online Discussion Questions (35%)

For Part 1 and 2 of your papers, choose an NGO and write a double-spaced paper in on improving board performance based on the 2 parts outlined above. Your paper will be writtenfrom the perspective of a management consultant to the CEO of the NGO with a copy to the board chair. (If you are having difficulty identifying an organization for these assignments, see the three Wood casebook suggestionsbelow.)

Part 1: Framework for Improving Governance Paper(Due Friday, February 9, 2018) Write a 3-4 page memo which presents an issue and the framework you plan to use for improving governance of an NGO. (The NGO you choose will also be the subject of your Part 2 paper. You will design this framework to help you write your Part 2 paper.)

  • Identify the organization and the existing governance problems and issues you will address.
  • Frame and outline an answerable question, such as “how can the CEO empower the board to buy in to improving governance?” or “how can the NGO recruit and retain more effective board members?”
  • Outline a plan to get the evidence you need to make recommendations for Part 2 to improve governance.
  • Develop and outline a strategy for literature review, search for best practice and design of managerial research study. (This means what journals or databases you would review, what organizations or managers you would contact, who would you survey or observe to get additional evidence.)

Part 2: Recommendations to Improve Governance Paper (Due March 9, 2018) Write a5-7 page memo and re-attach Part 1.

  • Append a selected annotated (explain how the source was useful to you) bibliography. Limit the bibliography to no more than five sources.
  • Suggest up to three recommendations (in measurable terms) to improve NGO governance related to your answerable question in Part 1.
  • Explain how your recommendations will impact desired outcomes.
  • Specify assumptions used which underlie recommendations.
  • List major obstacles to implementation and how these can be overcome.

If you are having difficulty identifying an organization to use for this written assignment, consider choosing one of the three cases from the Wood casebook. (Also NYU Classes - Additional Resources).

  • Miriam Wood, Non-Profit Boards and Leadership, Jossey-Bass, 1996

-Milofsky and Morrison, “The Evolving Board-Executive Relationship, 95-117.

-Hall, “Conflicting Managerial Cultures in a Museum, 118-138.

-Cnaan, “Confronting Crisis: When Should the Board Step In?” 149-164.

GRADING of the Written Assignments:

Part 1 25% of the grade.

  • 33% outline an analysis of the existing situation/question to answer
  • 34% outline potential model of problems and causes
  • 33% outline plan to gather evidence to help write Part 2

Part 2 40% of the grade

  • 34%write recommendations in measurable terms to address problems and causes, improve governance and rationale
  • 33% on usefulness of the bibliography to make recommendations.
  • 33% on plan for further questions and recommendations for those receiving your memo.

Class participation 35% of the grade

The best way for you to learn is to actively participate in your education. In this class, “participation” is defined in terms of quality contributions to class discussion. There are four prerequisites for successful participation:

  • Be here on time. If you’re not here, you can’t contribute to class discussion or learn from your peers. Obviously, there are excellent reasons why students have to miss a class because of work or illness. But, since you are paying to be enrolled in this class, I am guessing you want to learn as much as you can.
  • Be prepared. If you have to be here anyway, you may as well be prepared. This will help you participate and get the most out of class. It’s a good idea to read ahead in the assignments just to cover any last minute emergencies. If you are unprepared and are called on to participate, just say “pass.”
  • Step up. View the course as a safer test of assertiveness training (speaking up) and filter control (thinking before you speak). Speak in a loud voice so that the professors and your classmates can hear what you have to say. I may call on students who don’t raise their hands to give everyone a chance to participate. Email me ahead of class if for any reason you don’t want to be called on in class.
  • Be polite. When you disagree with what someone else has to say in class, be courteous. Don’t interrupt. This is how you would like to be treated if you have something to contribute to the discussion.
  • Most weeks, there will be a discussion question posted online. Answer the question for class participation points and to consider the themes in that week’s course material.

Policy for Late Assignments

If you are late on an assignment, your grade on that assignment will be reduced by a letter grade for the first few days after the assignment is due. You are always welcome to hand in an assignment before its due date if you know you will be busy as the date approaches.

Academic honesty is expected in this course. Please be aware that plagiarism is a serious violation. If you have any question about this policy please let me know.

Feedback and questions

I am committed to making this course a valuable learning experience for you. After the first few weeks of the course, I will suggest wespend part of a class session evaluating our progress and make any necessary changes to maximize learning opportunities. However I welcome your feedback regarding class at any time in the semester. Also please feel free to ask questions as they arise. It is easiest to reach me by email, but I am also happy to set up an appointment with you. Office hours are always available upon request. Also, if you have a disability that requires special accommodation, please let me know ASAP so that I can be helpful to you.

Instructor Bio-sketch

Gayle Binney

Gayle Binney is Board Relations Director at New York Public Radio. She works as a liaison between the 40 members of the Board of Trustees, President & CEO, and senior management to ensure successful communication and strategic planning on behalf of the organization. She held a similar director-level position at The New School, where she served as Assistant Secretary of the Corporation, Board of Trustees for nearly three years. With expertise as an executive director, board member, program developer, grantmaker, and fundraiser, Gayle is committed to excellence in the establishment and achievement of nonprofit organizational priorities.
Prior to her position at The New School, Gayle served as Manager of Corporate Responsibility at The Dannon Company for nine years. In this role, Gayle directed the company's corporate grantmaking/donations and employee volunteerism as a member of the corporate affairs department. She also served as the Executive Director of the Dannon Institute, an independent foundation. In this role, Gayle promoted and executed nutrition education and leadership programming on behalf of the Dannon Institute’s Board of Directors. She was responsible for all legal, financial and business management aspects of the Dannon Institute as a 501c3 private foundation.
Gayle is the past President of the Board of Directors for the Cornelia de Lange Syndrome Foundation and was also the Founding Secretary/Treasurer of the Ronald McDonald House of New York City Junior Committee. She recently completed her second term on the Board of Directors for Volunteer New York!, where she took an integral role in the strategic planning process that led to a rebranding of the organization and led a task force revising the organization’s bylaws to comply the New York Nonprofit Revitalization Act. Gayle has been an adjunct instructor for New York University's Robert F. Wagner School (Nonprofit Governance) and for National University (Strategic Communications Online Degree Programs). She has also spoken on the topic of nonprofit governance for The Aspen Institute.

Gayle received her Bachelor of Arts in Organizational Communication from Pepperdine University and her Master of Public Administration from NYU Wagner.

ADDITIONAL READINGS

Suggested Books:

Carver, Boards That Make a Difference: A New Design for Leadership in Non-Profit and Public Organizations, San Francisco: Jossey-Bass, 3rd ed. 2006.

Hansmann, The Ownership of Enterprise, 1996, Belknap Press.

Pointer and Orlikoff, Getting to Great, Jossey-Bass, 2002

Wood, Nonprofit Boards and Leadership: A Casebook, Jossey-Bass,

1996.

Suggested Articles and Exhibits:

Alliance for Advancing NonProfit Health Care, 2011, care.org

Begun and Heatwole, “Strategic Cycling: Shaking Complacency in Healthcare Strategic Planning,” Journal of Healthcare Management, 44(5), Sept-Oct 1999.

Brown and Guo, “Exploring the Key Roles for Non-Profit Boards,” Nonprofit and Voluntary Sector Quarterly, June 2010, Vol 39, 536-546.

Chait and Taylor, “Charting the Territory of Nonprofit Boards,

Harvard Business Review, July-Aug 1989, 44-54.

Kerr and Werthes, “Engaging the Board in Strategy,” Organizational Dynamics, Vol 37, No 2, pp 112-124. 2008.

Lawler, Benson, Finegold, Conger, “Corporate Boards: Keys to Effectiveness,” Organizational Dynamics, Spring 2002, 310-323.

McDonaugh, “Hospital Governing Boards: A Study of Their Effectiveness in Relation to Organizational Performance, Journal of Healthcare Management, 51:4 November/December 2006

Sonnenfeld, “What Makes Great Boards Great,” Harvard Business Review, Sept 2002. (NYU Classes)

Walden, “Who’s WatchingUs Now? The Non-Profit Sector and the New Government by Surveillance,” Non-Profit and Voluntary Sector Quarterly, Vol 35, No 4, December 2006, 715-720.

COURSE SESSIONS

Week 1 (1/22): Why Governance Matters

  • Course overview
  • Different functions of nonprofit boards
  • How boards add value

Readings:

Chait, Ryan and Taylor (CRT), pp 1-31

Bowen, Chapter 1 and 2

2015 Survey on Board of Directors of Nonprofit Organizations (NYU Classes)

Discussion Questions: How can boards best keep non-profit boards mission-driven?

1Why is mission important to the success of nonprofits?

2How can the board keep the organization mission-driven?

3How can the CEO empower the board to keep the organization mission-driven?

Week 2 (1/29):Fiduciary Model of Governance

  • Legal responsibilities of governing boards
  • Short discussion of first paper
  • Case study: “Financial Reporting to the Board”

Readings:

CRT 33-49

Bowen, Chapter 5

Right from the Start: Responsibilities of Directors of Not-for-Profit Corporations, New York State Office of the Attorney General Charities Bureau (NYU Classes)

AGB Board of Directors’ Statement on the Fiduciary Duties of Governing Board Members (NYU classes)

Case Study: Kovner, Financial Reporting to the Board, 2009 (NYU classes)

Case Study DQ: How can boards improve their performance as fiduciaries?

1What are the strengths and weaknesses of Brown’s approach to Dolan?

2What are the strengths and weaknesses of Dolan’s response to Brown?

3How would you have responded to Brown’s e-mail?

4Why didn’t Dolan respond as you recommend?

Week 3 (2/5) : Board Structure

  • Roles of CEO and Chair
  • Board vs. Committee Structure
  • Best Practices for Board Operations
  • Case Study: “One Acre Fund: Outgrowing the Board”

Please complete assignment (1-2 page outline per the guidelines listed in the case in advance of class and submit by email to instructor by Friday, February 9, 2018.

Readings:

Bowen, Chapter 7.

Audit Committee Charter, American Cancer Society, 2009 (NYU classes)

Prybil et al, “Conclusions and Recommendations: Governance in Nonprofit Community Health Systems” Grant/Thornton 2008. (NYU Classes)

Useem, “How Well-Run Boards Make Decisions, Harvard Business Review, November 2006, 130-138 (NYU Classes)

Great Governance: Alliance for Advancing NonProfit Health Care,

2011 www nonprofit health care.org (NYU classes)

Case Study: Donnelly, “One Acre Fund: Outgrowing the Board,” Kellogg Graduate School of Management, published jointly with Harvard University Press, 2010

Case Study DQ: How can board structure impact organizational effectiveness?

1How did the board structure change over time?

2Did the characteristics of individual board members change over time?

3The organization evolves to have a governing board and a fundraising board. What are the benefits/risks to this?

Week 4: (2/12) Strategic Model of Governance

  • Board information systems
  • Board’s role in strategic planning
  • Case Study: “Playgrounds and Performance: Results Management at KaBOOM!”

Readings:

CRT, 51-78

Manzetti and Mehta, How to Engage and Inform the Nonprofit Board – The Value of the Performance Dashboard. CPA Journal, June 2015, Vol. 85, Issue 6, p. 12-14. (NYU Classes)

Kaplan and Norton, “Using the Balanced Scorecard as a Strategic

Management System,” Harvard Business Review, Jan-Feb 1996, 75-85. (NYU Classes)

Behn, “Why Measure Performance? Different Purposes Require Different Measures, Public Administration Review, Sept/Oct 2003, Vol 63, No 5. (NYU Classes)

Taylor, Chait, and Holland, “The New Work of the

Nonprofit Board,” Harvard Business Review, Sept-Oct 1996. (NYU Classes)

Case Study: Leonard, Epstein, Winig, “Playgrounds and Performance: Results Management at KaBOOM!, A, C”,Harvard Business School Case Study, 2005

Rangan, Appleby, “KaBOOM!: Play at Scale B”, Harvard Business School Case Study, 2016

Case Study DQ: What information does the board need to govern?

1At the end of the case, what is the board’s primary measurement goal?

2What else is the board measuring and why?

3How has the strategy evolved between cases A,C and B?

NO CLASS 2/19 – PRESIDENTS’ DAY

Week 5: (2/26) The Generative Model

  • The Generative Model
  • Case Study: Middlebury College

Readings:

CRT, 79-135.

“The Dynamic Board: Lessons from High-Performing Nonprofits” McKinsey & Company Quarterly, May 2004.(NYU Classes)

Middlebury College Press Release – Middlebury Board of Trustees Revises Governance Structure (NYU Classes)

A Proposal to Revise the Structure and Organization of the Middlebury Board of Trustees (NYU Classes)

Case Study DQ:

1What changes did the board make?

2What will happen differently as a result of these changes?

3How did these changes come about?

4Where does the board go from here? Process-wise?

Week 6:(3/5) Guest Speaker: Anthony R. Kovner, PhD

Professor Emeritus of Public and Health Management

Readings:

TBD

Anthony R. Kovner, Professor Emeritus of Public and Health Management, is an organizational theorist by training. His research interests include health services management and governance. He has been a senior manager in two hospitals, a nursing home, a group practice, and a neighborhood health center, as well as a senior health care consultant for a large industrial union. Professor Kovner has written numerous articles on health services management, evidence-based management, and hospital governance. His books include:Health Care Management in Mind: Eight Careers(Springer, 2000) andHealth Care Delivery in the United States10th edition, coeditor, (Springer 2011).

Professor Kovner has served as a consultant to the New York Presbyterian Hospital & Health Care System, the Robert Wood Johnson Foundation, the W. K. Kellogg Foundation, Montefiore Medical Center, and the American Academy of Orthopedic Surgeons, among others. He was a board member of the Lutheran Medical Center for 25 years and was the former director for over 15 years of NYU/Wagner's program of health policy and management. Kovner was awarded the Filerman Prize for Educational Leadership in 1999 by Association of Programs in Health Administration.