Examining and reworking your foundation’s culture and power dynamics is part of an ongoing process that must begin in the early stages of board transformation and be regularly revisited over time.
The only way to make meaningful change is to be direct and honest about power dynamics, actively work to mitigate them, and intentionally shape your foundation’s culture to meet your vision of listening to shift power. Ways of doing business are often passed down through generations of boards and leaders. Newer board members tend to defer to more seasoned ones, and everyone tends to defer to the lawyers, accountants, bankers, and businesspeople on the board. This makes it really hard to change the board by simply changing who sits in the board seats.
Making real change, even with new people around the table, requires exposing, interrogating, and rethinking assumptions, norms, and practices that may be both directing and limiting your foundation’s relationship with impacted communities. Examining and reworking your foundation’s culture and power dynamics is an ongoing process that funders dedicated to transforming the board must do early to enable change, and regularly over time as the board changes.
Confronting dominant culture
An important step for funders is to get better at seeing, naming, and changing norms that perpetuate a “power-over” relationship that reflects and supports white dominant cultureTema Okun’s cataloging of attributes is continuously updated through the website (divorcing) White Supremacy Culture. Okun states: “White supremacy culture is the widespread ideology baked into the beliefs, values, norms, and standards of our groups (many if not most of them), our communities, our towns, our states, our nation, teaching us both overtly and covertly that whiteness holds value, whiteness is value.” and/or for-profit corporate-influenced models and norms. Here are some common ways dominant culture shows up in philanthropy’s boardrooms:
What qualifies as “expertise”
- Many foundations hold an explicit or implicit preference for formal credentials to validate a board member’s expertise, overlooking and undervaluing the know-how that comes from lived experience, or assuming that lived and learned expertise are mutually exclusive.
- Many foundations have internalized an understanding of “objectivity” that drives them to actually seek distance between the institution and impacted communities. This can mask self-interests that many typical foundation board members have, while unfairly blocking impacted community members from participating in board decisions that directly affect them.
- Foundations can over rely on the written word and hold a narrow idea of what qualifies as good writing. Communication outside of meetings often takes place over email and through long dockets of materials to read before board meetings. Lengthy memos and reports tend to be heavy on jargon, acronyms, and technical language that can enforce a line between insiders and outsiders.
What qualifies as “professionalism”
- Many foundations hold meetings and events in formal and fancy spaces far from where impacted communities typically engage and have strict expectations of “business” attire.
- Being “nice” limits important debate and masks differences of perspective. When conflict is discouraged, people with perspectives further from the mainstream can disengage and group think can take over.
- Strong emotional expressions can be judged inappropriate in many foundation boardrooms. Discussing community issues in the abstract with cool detachment is lauded, while those who speak with passion and urgency can be dismissed as too close to the issues to be rational.
What qualifies as “leadership”
- Many see leadership as an individual exercising power over followers, rather than seeing it as collective or distributed practice. There can be a tendency to value charisma and extroverted qualities while overlooking more relational or collaborative approaches.
- Many foundations operate with top-down decision making often held by the executive director and board chair. Sometimes there’s an assumption that the board should weigh in on everything and not defer to the staff; or, at the opposite extreme, the board outsources what should be its work to staff.
- When it comes to information flows, the board often over-indexes to “confidentiality” rather than transparency and trust. Board members who have access to certain information get it because of their personal relationships with those who have it, and thus the “real” discussions and decisions might happen outside the established processes, such as on the golf course or over drinks at the club.
What qualifies as “success”
- Many foundations have a tendency to value tasks over relationships. Board time is focused only on the “work” at hand, rather than helping board members get to know each other, build trust, and share expertise. The calendar, often scheduled around board members’ convenience, drives the sense of urgency, rather than the community’s interests or timeline.
- Foundations can over rely on quantitative metrics and data, which are believed to be neutral and objective, over qualitative forms of data, such as first-hand accounts. Meaningful social change requires a longer view, with outcomes that are harder to measure and take credit for.
- Though philanthropy often purports to support risk and innovation, boards often feel their primary role is to safeguard finances, defining risk only in financial terms and ignoring other risks, such as lost credibility with the community or reduced social impact.
What qualifies as “expertise”
- Many foundations hold an explicit or implicit preference for formal credentials to validate a board member’s expertise, overlooking and undervaluing the know-how that comes from lived experience, or assuming that lived and learned expertise are mutually exclusive.
- Many foundations have internalized an understanding of “objectivity” that drives them to actually seek distance between the institution and impacted communities. This can mask self-interests that many typical foundation board members have, while unfairly blocking impacted community members from participating in board decisions that directly affect them.
- Foundations can over rely on the written word and hold a narrow idea of what qualifies as good writing. Communication outside of meetings often takes place over email and through long dockets of materials to read before board meetings. Lengthy memos and reports tend to be heavy on jargon, acronyms, and technical language that can enforce a line between insiders and outsiders.
What qualifies as “professionalism”
- Many foundations hold meetings and events in formal and fancy spaces far from where impacted communities typically engage and have strict expectations of “business” attire.
- Being “nice” limits important debate and masks differences of perspective. When conflict is discouraged, people with perspectives further from the mainstream can disengage and group think can take over.
- Strong emotional expressions can be judged inappropriate in many foundation boardrooms. Discussing community issues in the abstract with cool detachment is lauded, while those who speak with passion and urgency can be dismissed as too close to the issues to be rational.
What qualifies as “leadership”
- Many see leadership as an individual exercising power over followers, rather than seeing it as collective or distributed practice. There can be a tendency to value charisma and extroverted qualities while overlooking more relational or collaborative approaches.
- Many foundations operate with top-down decision making often held by the executive director and board chair. Sometimes there’s an assumption that the board should weigh in on everything and not defer to the staff; or, at the opposite extreme, the board outsources what should be its work to staff.
- When it comes to information flows, the board often over-indexes to “confidentiality” rather than transparency and trust. Board members who have access to certain information get it because of their personal relationships with those who have it, and thus the “real” discussions and decisions might happen outside the established processes, such as on the golf course or over drinks at the club.
What qualifies as “success”
- Many foundations have a tendency to value tasks over relationships. Board time is focused only on the “work” at hand, rather than helping board members get to know each other, build trust, and share expertise. The calendar, often scheduled around board members’ convenience, drives the sense of urgency, rather than the community’s interests or timeline.
- Foundations can over rely on quantitative metrics and data, which are believed to be neutral and objective, over qualitative forms of data, such as first-hand accounts. Meaningful social change requires a longer view, with outcomes that are harder to measure and take credit for.
- Though philanthropy often purports to support risk and innovation, boards often feel their primary role is to safeguard finances, defining risk only in financial terms and ignoring other risks, such as lost credibility with the community or reduced social impact.
Rethinking the meaning of ownership
Engaging impacted community members in foundation governance, and doing it with integrity and care, requires disrupting deep assumptions about whose board and organization it is in the first place. Who comprises the “we”? The words used in the boardroom are an entry point to the deeper mindset shifts needed to point the foundation’s accountability to impacted communities.
This mindset shift might be especially challenging for family foundations — where family members might see their name on the front door and photo on the wall in addition to having a family story that is closely intertwined with the foundation’s. We encourage family foundations not to brush over feelings of loss that might accompany board change, even when family members themselves seek it. The National Center for Family Philanthropyncfp.org has many useful resources to support family members in making the shift — in mindset and practice — from ownership to stewardship.
A mindset shift is needed across foundation types and among board members from all walks of life. Governance derived from for-profit normsThe Source Codes of Foundation Culture, Grantmakers for Effective Organizations can lead to conflating board and staff leaders with “owners,” donors with “shareholders” and “customers,” and grantees with “suppliers” and “contractors.” In this formulation, “community” doesn’t fit easily: at best, perhaps thought of as the foundation’s “market”; at worst, not thought of at all.
Who comprises the “we”? The words used in the boardroom are an entry point to the deeper mindset shifts needed to point the foundation’s accountability to impacted communities.
Understanding fiduciary responsibility
As stewards of the public trust, fiduciary responsibility is a threshold purpose for a foundation board. BoardSource explains nonprofit fiduciary duty and responsibilities require board members to “exercise reasonable care in all decision making” and “act for the good of the organization rather than the benefit of themselves.”Nonprofit Fiduciary Duty + Responsibilities, BoardSource This seems straightforward. The problem arises when a foundation board does not put purpose first and sees assets, risks, and accountabilities only through a financial lens.
In for-profit settings, “fiduciary responsibility” focuses on protecting and growing financial assets and maximizing shareholder profits. Board members from those contexts can carry that orientation to philanthropy.
Even board members without for-profit experience can defer to their counterparts and absorb this orientation. We’ve heard countless board members use “fiduciary” synonymously with “financial.” In fact, the term does not inherently refer to finances, but rather any situation in which one party puts its trust and confidence in another.
Through the provision of tax benefits, the community places its trust and confidence in the foundation to use its financial and other assets in the community’s best interest. A foundation board’s primary loyalty — its fiduciary responsibility — is to honor the public trust by ensuring the organization fulfills its charitable purpose.
With more community-relevant knowledge on the board, the foundation can make better decisions and have greater impact. Being more connected to community members enables a foundation to be accountable to the people actually impacted by its funds and decisions — putting the community at the center as the institution’s primary stakeholder, owner, and fiduciary responsibility.
The Compton Foundation diligently documented the “six best things” it did as part of its intentional spend out journey, including redefining its fiduciary duty as responsibility to social movements.“We redefined our fiduciary duty as responsibility to social movements,” Compton Foundation
When the Elmina B. Sewall Foundation redefined its definition of fiduciary responsibility“Definition of Fiduciary Responsibility,” Trust Based Philanthropy Project, Elmina B. Sewall Foundation, the process activated and inspired the staff and board and informed decisions about increasing the grants budget and re-aligning the use of financial resources around the foundation’s shared values. Following approval of the redefinition, the staff also recommended and the board approved a five-
year grants budget.
Using bylaws to spark change
Contrary to the way they sound, bylaws are not dictated by the law. Rather, they are the rules that an organization determines for itself. Bylaws can dictate when and how the board meets, how decisions are made, how information is shared, and how work gets done. Once written down, they often feel immutable. But save for a few exceptions (like a health conversion foundation created under conditions set by a state attorney general, where some changes may require outside approval), most bylaws can be changed by the organization itself without external approval. Even a trust document establishing the foundation likely has a provision for amending it.
At many organizations, bylaws were created simply by following a template drafted by legal counsel. These templates can mirror for-profit norms that bias towards the wealthy class, screening out the expertise that resides in impacted communities and perpetuating a status quo idea about what leadership looks like. Bylaws, policy manuals, committee charters, or other governing documents might require, for example, that board members meet eligibility requirements around professional and social networks, education levels, or professional credentials. At community foundations or others foundations that raise money, they may include expectations of financial contributions.
Family foundations sometimes have governing policies that require a certain number or percentage of board seats go to family members. While these requirements may reflect a desire to maintain family connectedness, pass philanthropic values to subsequent generations, or protect a family’s legacy, the upshot is they allow families to maintain “ownership” over a foundation’s financial assets.
It’s good practice to periodically review bylaws and identify changes that would make space for new and needed voices and to re-center the board on purpose and accountability to impacted communities. We advise you to seek legal counsel to guide your particular circumstance.
One community foundation that updated its mission to name its equity commitment and to center impacted communities was shocked to see how much bias inadvertently lurked in its bylaws. The bylaws specified governing powers that focused exclusively on making business decisions and managing the business of the foundation, with no mention of accountability to mission or impacted community. Various provisions of the bylaws focused far more attention on donors and gifts to the foundation than on benefit to the community.
This community foundation’s bylaws listed board qualifications that specified skills and experience in accounting, banking, law, investments, philanthropy, and nonprofit trusteeship, but only “awareness” of the needs of the communities served. This board was composed overwhelmingly of business owners, bank executives, real estate developers, and leaders of the local hospital and college — all caring individuals and dedicated volunteers who had very little first-hand knowledge of or experience with the foundation’s priority neighborhoods or issues. Because this board, like most, was self-electing, the overall profile of the board perpetuated itself term after term, despite good intentions to diversify.
This foundation decided to largely re-write its bylaws. They began by aligning the board’s purpose to stewarding the foundation’s resources to achieve its community-centered mission. Further, they named the need to seek out lived expertise that could help the board live up to that purpose. Finally, they specified structures and processes that supported that purpose, including board nominations processes. Though the initial push to revise the bylaws came from the executive leader as part of recentering impacted communities in the community foundation’s purpose, the board exercised its authority to approve these changes that ultimately would change the composition, culture, and work of the board.
One additional outcome of the bylaws revision was being honest about the board’s role in fundraising and de-coupling board service from fundraising. Like many community foundations, this one had a “give/get” orientation that made high net worth the most valuable attribute for the board. Foundations that raise money might consider having a donor advisory board or fundraising committee for large donors. Refocusing the board’s purpose to mission stewardship and community accountability required some redesigning of other functions, such as fundraising and donor engagement, that ultimately allowed this community foundation to more authentically connect with different segments of the community.
“Family foundations often wrestle with whether and how to add community members and worry about the power dynamics when family and nonfamily sit on the same board. The original bylaws of The Ford Family Foundation in Oregon stipulate that only two board seats (out of a minimum of seven) can be held by members of the Ford family. A family member cannot serve as chair. This practice ensures that community perspective always carries more weight in the boardroom.”““Toward Meaningful, Valuable, Equitable Governance,” page 17, Grantmakers for Effective Organizations,’ Trust Based Philanthropy Project, Elmina B. Sewall Foundation
Describing the job
We encourage foundations seeking to transform board culture to write or update their board job description, handbook, and other related materials to make explicit how the board is accountable to community. Use the opportunity to address unnamed biases and longstanding habits in service of assembling a board whose collective skills, experiences, perspectives, and identities best reflect the communities the foundation seeks to benefit and can best deliver the communities’ desired outcomes.
After updating the board job description, a foundation may find that current board members don’t fit the bill. This realization can catalyze investments in training and development to help the board transition. Or it might push foundations to recognize that a new board needs to be entirely re-formed.
A critical mass of board members terming out can be an opportunity to refresh the board and reflect the desired intention. If there is not a natural turnover opportunity, foundations can consider growing the number of board seats, or, as Ananda Valenzuela writes“A New Framework for Governance Duties: Loving Accountability and Abundant Resourcing,” Ananda Valenzuela, Nonprofit Quarterly, February 11, 2025, it might be “the time to assess whether some people need to leave in order for your board to be able to begin this new chapter in your [institution’s] journey.” In this approach, a minimum number of board members may be legally required to oversee the transition to a new board.
To transform the board culture, write or update the board job description, handbook, and other related materials to make explicit how the board is accountable to the community.
Elements of a job description
The job description should lay out answers to these key questions that speak to all potential and current board members:
Q: What is the purpose of the board and what role does it play in the organization?
The board description should assert that the governing board is a vehicle for community ownership and power as well as institutional accountability to impacted communities. With impacted community members participating, the board can more closely align the foundation’s strategy, operations, and culture to the visions of impacted communities.
Q: What is the role of board members and what authority do they have?
Impacted community members who join the board must have the same role and authority as all board members. They should not be tokenized or given the impression that they are advisory or junior in any way. Nor should they have added responsibilities or labor, such as consulting with segments of the community, while other board members need not consult with anyone.
Q: What skills, experiences, and perspectives are needed on the board?
The foundation can define “impacted communities” and articulate how lived experience is a critical form of expertise alongside more traditional skills in human resources, finance, and the law. These are not mutually exclusive — impacted community members might bring needed technical expertise along with insights into the community’s needs, assets, and aspirations. The foundation can also lay out the mix of perspectives and skills that can be helpful at the board table, including expertise in mission-aligned investing, participatory decision making, or equitable evaluation.
Q: What are the time commitments, requirements, and expectations of the role?
Don’t assume everyone has the same idea of what board service looks like. Be explicit about the number and frequency of meetings, how long they last, what they entail, how members should prepare, and whether they are in person or on screen. Also include information about additional commitments, such as committee meetings, retreats, and social events.
It stands to reason that as the board changes, the board will need to change. Ask board prospects what would help them engage and contribute fully, then adapt norms and practices together.
Q: What is the benefit of board service?
The board job description should convey reciprocity to all board members — not only what board members do for the organization but how board service can benefit them. The foundation can be proactive in making the experience a genuine value add, not a diversion of talent and resources, for impacted communities and the individuals who join the board.
The board job description should clarify the benefits to participants, including any compensation, professional development, and/or the ability to direct discretionary funds to grantee organizations.
The board job description and handbook should include:
- Foundation purpose, mission, history, community, staff
- Board purpose, with explicit mention of being a vehicle for community ownership
- Board composition and structure (as related to purpose)
- Board’s role in grantmaking (e.g., approving dockets versus making grants)
- How board decisions are made
- Term lengths and term limits
- Current board officers and committee chairs
- Board committees
- Nomination and selection process and criteria
- Expectations and core practices such as meeting frequency, time, location
- Compensation and other benefits to board members
- Onboarding process and any continuous learning opportunities
Questions to prompt reflection on where your board is
By making an honest assessment of the current state of the board, you can get a more realistic sense of what it will take to change — not just in composition but in culture. The goal is to shift orientation from “How might we include some impacted community members on our board?” to “How can we reorganize the board as a vehicle for community ownership and power as well as institutional accountability to impacted communities?”
Just as reading an organization’s budget can reveal its truest values, looking at a foundation’s board reveals a lot about to whom or what the foundation is accountable.
Q: Does the board see the foundation’s role as mainly internal operations and finances, or also as using its assets to create the greatest community impact?
Q: Who determines what that value is and how it is delivered?
Q: Are decision makers primarily financially powerful people, or communities most impacted by systemic inequities and excluded from power?
