Gabriela Alcalde (00:00):
And for a few years, I would repeatedly try to talk about, "Hey, fiduciary responsibility for mission-driven organizations is different. It is not just about protecting assets, so we've got to really think much more expansively." But there is something about how ingrained that concept is, so we started from the beginning of: what do each of us think fiduciary responsibility actually means? Without trying to shame anybody or be like, "That's wrong," but just a curiosity, "Hey, we all use this term so much, what does it actually mean?" And so we embarked on an exploration as part of the development.

Mares Asfaha (00:46):
Hello, and welcome to Can We Talk About...? Philanthropy Northwest's podcast on leading for racial equity in philanthropy. I'm Mares Asfaha, and I'm an Associate Director of Programs at Philanthropy Northwest, and I'm really excited to host our fourth season of the podcast as we continue to walk through the arc of board service. So, today I'm so excited because I get to be in conversation with Gabriela Alcalde, the Executive Director of the Sewall Foundation. Gabriela joined the Foundation in 2019, and has since transformed the Foundation's approach to center their core values across everything that they do, including the way that their board shows up.

(01:21):
So, in our first episode, our guest Monica talked about how the infrastructure of boards can potentially undermine our intentions and undermine the work that we're trying to do and prevent us from furthering our missions as foundations, so today we are going to dig deeper into that with Gabriela, with talking about board purpose, board roles, and our board policies and bylaws. And ultimately, really for this conversation, we want to talk about how we can use board roles and board policies and bylaws, all that good stuff to further our equity work and not hinder it. So, we're so excited to have Gabriela here. Thank you, Gabriela, and welcome.

Gabriela Alcalde (02:00):
Well, thank you, Mares. Really excited to join you.

Mares Asfaha (02:03):
Great. So, to get us started today, we wanted to talk about board purpose and role in the evolutions, and give you a chance to talk a little bit about what that's looked like at Sewall. So, our senior advisors at The Giving Practice, TGP, which that's our national consultancy, they've been using a framework with clients for over a decade called Evolutions. And basically the idea is to frame what you're coming from and what you're going towards, so we call it the From What, To What Exercise.

(02:34):
So, the goal with the exercise is really to acknowledge that we are always changing, we're always evolving, and we want to be able to name what those ongoing evolutions are. And so in this case, we want to give you a chance to talk about how your board role and purpose has changed since you've been at Sewall. So, fill in the blanks of this statement. The Sewall Foundation's board role and purpose is evolving from blank seven years ago in 2019 to blank seven years from now, which will be 2033.

Gabriela Alcalde (03:09):
Oof.

Mares Asfaha (03:10):
I know. I don't feel like we should be in the 2030s so soon.

Gabriela Alcalde (03:14):
I know. That's wild.

Mares Asfaha (03:16):
So, yeah, how would you fill in those blanks?

Gabriela Alcalde (03:19):
All right, so the Sewall Foundation's role and purpose is evolving from, I think seven years ago being a deeply committed, well-intentioned traditional board with a commitment to equity that was not fully unpacked to, I think in seven years from now, it's exciting to think about, I think it has already become and is deepening its work as a thought partner, both to me and to the rest of the staff team to strategically apply our values in a way that is emergent and moving their focus beyond... Their loyalty is not just to the foundation, their loyalty is to our values-based approach. And I think they're moving towards truly being ambassadors for our values-based approach.

Mares Asfaha (04:26):
And I want to go back to something that you just said, which was, "Seven years ago, they were well-intentioned." So, it's not like... And I think a lot of people are in this place where they have a well-intentioned board, so it's not like their board members are coming to intentionally ruin the org or mess up the work that's happening. The intention is there, it's just that the actions and the practices are not aligned with the potential of where you could be in terms of the values and in terms of centering equity.

Gabriela Alcalde (05:00):
That's correct. I think that's true for most boards. People don't volunteer their time and energy because they don't care.

Mares Asfaha (05:09):
Right, right.

Gabriela Alcalde (05:10):
They do it because they care and they intend to do good. I don't think we usually apply the right tools to actually shift away from how we've always done it, and then just keep redoing the same types of things, which means that it's not equitable because the status quo is not equitable.

Mares Asfaha (05:34):
Yeah. And that's important to name because, again, a lot of the bylaws and practices that we are inheriting, and sometimes these are bylaws and practices that were created five years ago, 20 years ago, 25 years ago, it's important to name and see where they are inequitable. And a lot of times the status quo is inequitable, as you said. I want to shift into giving you a chance to talk about three different ways that your board has shifted, in particular, how you think about risk, how you think about the board purpose and fiduciary duty. So, can you talk about a little bit what that has looked like for your board?

Gabriela Alcalde (06:11):
Yeah, it's been... I think of it as a layered evolution. There's not one thing that I could say, like, "This is what changed it." We had to build on the work over the years, but I think those are... The three things you named are really critical and were really pivotal steps that unlocked other possibilities that without them we wouldn't have been able to move beyond. So, I'll start with risk because I think we had to talk about risk and we had to talk about: how do we stop having conversations that are around the binary, particularly around the binary of spend down or perpetuity? So, within that conversation, we identified that actually, there's a big aversion to risk. We kept saying that, "The board needed to be bold," and, in fact, it was built into the equity principles that the board had developed with us, with the staff, and yet when it came down to it, our concept of risk was really to protect our assets.

(07:20):
So, we had conversations around risk, and I think the piece that really was transformative was when we asked the question, "What is the risk of not acting?" And that was this big aha that we could almost feel through the Zoom room, because this was during the pandemic, so we were only meeting virtually. And that completely changed. I was just like, "Whoa." You could feel the room kind of tilting and going, "Wait, that completely changes the questions that we've been asking ourselves and our decision making." So, that really helped us, and yet, even though we had this big aha of like, "Hey, there's risk not just in taking actions, but there's also risk in not acting and risk in not investing, risk in not speaking out." That was a critical stepping stone, and yet we would sometimes have these amazing board conversations or board and staff conversations where it really felt like we were in deep alignment and commitment to our mission, our vision, and our values.

(08:27):
And then at the end of the conversation, where we would invite the board to actually make a motion, move towards a decision, somebody would inevitably say, "Well, because of our fiduciary responsibility..." Dot, dot, dot. And then it would always default back to the much more conservative decisions, even though we'll say the board had, during the pandemic, increased our payout rate, we developed a rapid response program. So, we were practicing trust-based philanthropy in many ways, and still there was more to do. And the fiduciary responsibility... And for a few years, I would repeatedly try to talk about, "Hey, fiduciary responsibility for mission-driven organizations is different. It is not just about protecting assets, so we've got to really think much more expansively," but there was something about how ingrained that concept is, so we started from the beginning of, "What do each of us think fiduciary responsibility actually means?"

(09:41):
Without trying to shame anybody or be like, "That's wrong," but just a curiosity, "Hey, we all use this term so much, what does it actually mean?" And so we embarked on an exploration as part of the development or in parallel to the development of our values-based approach, which was an 18-month process that was actually led by staff rather than a consultant or the board, and we came up with our own definition to fiduciary responsibility, which was amazing. And once we'd had all the conversations, it actually didn't take that long to have the actual written definition. And people can find that on Trust-Based Philanthropy Project website.

Mares Asfaha (10:21):
Could you share a one sentence real quick how you all view fiduciary responsibility now?

Gabriela Alcalde (10:27):
Yeah. I think to summarize it, it is a values-driven social impact first. So, rather than having a conversation that focuses on, "How does that affect our portfolio or how much exposure do our assets have with that," we lead with and prioritize the social impact of the decisions we make, even if that means that we are spending more than what the stock market is making, which has been the case. Once we had that down, every time a difficult conversation would come up, we'd just pull up that definition and we'd say, "Okay, what does our fiduciary responsibility actually say?"

Mares Asfaha (11:11):
Right.

Gabriela Alcalde (11:12):
And so the board could feel that they were being true and responsible to their fiduciary responsibility and that the fiduciary responsibility was actually correctly applied to a mission-driven organization that is driven by our values.

Mares Asfaha (11:28):
Right.

Gabriela Alcalde (11:29):
So, that was transformative. Once we did that, we also developed a decision-making tool that was based on our values-based approach, and that opened the door for us to say, "Okay, well, given that the board is functioning so differently now, what is the actual purpose of the board?" And so we took time to work with the board around looking at the bylaws and looking... which had been updated, looking at the board roles and responsibilities. And we've worked on all of those documents over the years, so all of those have been updated and really infused with our values and with the equity principles that the board adopted. But the board purpose statement was a really succinct... Again, it created a container.

(12:21):
We're going to be recruiting new board members next year, and it allows us to really lead with very clear articulation of what the board purpose statement... And I'll read that out to you because I think it really encapsulates the work that we did for so many years. So, "The purpose of the board is to meet its responsibilities for broad oversight for policy, direction, and financial soundness of Sewall, as well as to support and practice mutual accountability among the board, the Executive Director, staff, and community. The board is committed to ensuring abundant long-term values-based resourcing while co-creating a culture of curiosity, care, courage, and creativity that moves our mission forward."

(13:10):
And that is very different than what board members often feel that they have to do. So, this not only creates a document that we can refer to that guides our recruitment, that guides the decision-making, but it also really provides a platform and honestly cover for board members to make really courageous, bold, creative decisions because it is actually what their purpose is. So, they can be a purpose-driven board that is very specific to what our organization is trying to accomplish based on our values.

Mares Asfaha (13:48):
One thing I remember you saying in one of our prep calls talking about this was a lot of the times the way that people think about strategic spending or being a quote, unquote, "good board member" is the most conservative, financially conservative ways of acting on a board versus... And they feel like that is what's going to further the mission, further the work of grantees, versus what you are saying, which is really like a 180-degree shift from acting in fear as a board versus being a little bit more courageous, which I know can be hard, especially right now. But yeah, that's really great to hear about how you all shifted.

Gabriela Alcalde (14:39):
Yeah, and I actually think that, "especially right now," piece that you said, given the current context in which we're all trying to navigate the world being on fire and trying to implode really, really hard, it actually gives board members the ability to respond to that. Because I think, again, that question around the risk of not acting... Some of the questions that would come up during conversations that this unlocked was, "What are we protecting the assets for if the organizations that are our partners that are doing amazing work are not going to be around if we don't support them now, the work that they're doing?"

Mares Asfaha (15:21):
Who's the money going to?

Gabriela Alcalde (15:23):
Right. "What are we saving it for if things are literally on fire right now?"

Mares Asfaha (15:27):
Right.

Gabriela Alcalde (15:28):
So, it also just allowed us to let go of that fear and look around, and be like, "What's actually happening right now? Let's be real with the world as it is right now and not some sort of abstract theoretical idea of what being responsible is, but given the context, given who we are, and given our values, what is the right action?"

Mares Asfaha (15:50):
Can you share a little bit... And I love the example of how you all discussed fiduciary responsibility, just the idea of starting with, "Actually, what does everyone think we're talking about here?" Can you give maybe another example of how you talked about... how you moved through these evolutions with the board? Because I think that can feel really overwhelming to folks. I don't even know where to start if we're going to talk about risk or board purpose.

Gabriela Alcalde (16:17):
Yeah. It started with talking about what our values meant, very simply. And I think sometimes when I say that, people imagine those posters that people have in their offices like, "Courage means..." And that's not what I'm talking about. I'm talking about we actually went through our values and we're like, "Well, what does that mean?" So, we literally would do brainstorm, and like, "What does that word mean?" And then we would actually do, "What does that look like? What does that lead us to do?" So, at the staff level, we had said, "What does this term mean? Creativity, and what does it lead us to do?" So, we would have another section where we would say, "Meaning it leads us to do things like..." And we did that with the board too. So, we actually had to really dive deeply into each of our values and understand: how would we know that that's actually happening in our organization?

(17:15):
What would it look like? What evidence would we have? What types of actions and decisions would be happening? What kind of infrastructure? What kind of organizational structure? What kind of culture would we have? What would our application look like? I mean, everything. It was like peeling back the onion and saying, "Okay, how do values show up very concretely? Not just in this theoretical abstract way, but what does that look like?" And then we did a lot of learning. We really value learning, and so we talked about what power looks like. We talked about: what does equity mean? That's why we have equity principles. We talked about the difference between intent and impact. We started our conversation with the fact that board members are really well-intentioned, but it's really important to understand the vast potential difference from intention and impact.

(18:09):
So, we had to really spend a lot of time on that in a way, again, to give us permission and to say, "This is not about shame, this is not about blame. This is about understanding that we can come in with the best of intentions and still cause harm. So, how do we hold each other mutually, lovingly accountable for that, and move towards something that is the actual practice of trust?" So, because we were committed to Trust-Based Philanthropy, we spent a lot of time talking about, "What does trust even mean?" Because for some people, trust is a good feeling or an intention. "Well, I trust you, therefore, that's fine." I'm like, "Well, you may trust me, but I'm not experiencing you as trusting me when this is the way that we actually move through decision making."

(18:59):
So, we had some really difficult conversations. So, to answer your question, through a lot of challenging conversations, through deep reading and remembering that we are full, messy human beings that are showing up with all the experiences we've had, all the assumptions that we have. We had a very diverse board, so we have different cultural backgrounds and expectations, different assumptions, so we had to air our assumptions quite a bit as well.

Mares Asfaha (19:31):
And Gabriela, so one thing I'll add is we are going to have another episode that talks specifically around how to handle difficult conversations. So, for folks who are like, "I don't know how to handle difficult conversations," don't worry, we're going to do a whole episode on it.

Gabriela Alcalde (19:47):
Yes.

Mares Asfaha (19:48):
Yeah, but thanks for mentioning that because you can't really do this work... and our guest mentioned it on the first episode, you can't do this work while avoiding those difficult conversations.

Gabriela Alcalde (19:59):
No.

Mares Asfaha (19:59):
And what I appreciate about what you shared too is the idea of values live in your practices. They can't just live... If no one knew what your organization's values were, they should be able to gauge from the way that you interact with your grantees, from the way that you do your grant making, what your values are. So, I really appreciate you sharing that.

Gabriela Alcalde (20:26):
I think that part of the work here is really about translating what our values mean into our culture. So, even though I've talked about a lot of specific tools and strategies and structures that we had to implement or shift or significantly alter, like those definitions, it's actually the culture work, how we moved from where we were to where we are and ideally where we'll be in seven years. It's deep and constant and very courageous self-aware culture work.

Mares Asfaha (20:59):
Right. Yeah. Well, we're going to talk more about the culture piece, but first, we're going to do our Soapbox Snack Break, which we're very excited about. And I know Gabriela has some things to... I get so excited when other people want to be included in the snack break. So, today we are just going to talk about: what is happening in the grocery stores? What's going on? It's a scary place. Every time I go in now, somebody's dog is in there. I love dogs. Every time I see a video of a dog, I'm near tears. I don't want to see the dog next to my apples. I don't want to see the dog next to the granola. I don't want to see the dog next to the chicken I'm about to buy. Can the dogs not stay at home? I don't know what's happening.

(21:52):
The other thing I'm going to share is the products that are in the grocery store... For some reason, I can't even find the brown rice that I'm trying to buy, but for some reason there's Eggo waffle ice cream, Eggo waffle ice cream, Pop-Tart ice cream. First of all, we don't have a healthcare system to support Eggo ice cream and all these kind of different ice creams. We don't have the healthcare to support those kind of products. So, that's my little part of the Soapbox Snack Break. Gabriela, I know you also have some feelings about the grocery store, so I'm going to throw it to you.
 

Gabriela Alcalde (22:27):
Yeah. I think this obsession with having more choices at the grocery store has led us to those crazy Pop-Tart ice cream situations. I just want to find, like you said, the brown rice. Can I just get the thing? And also as somebody that has pretty severe food allergies, can we just have normal ingredients in stuff? Why are we hiding weird things that have no place... Why is there wheat in my nuts? I'm buying a bag of nuts, why is there wheat in it? Why do my sauces have all kinds of weird stuff that... They do not belong there.
 

Mares Asfaha (23:04):
That's crazy.
 

Gabriela Alcalde (23:05):
Just put the ingredients that you need for the thing and stop with all these choices. We just don't need-
 

Mares Asfaha (23:11):
I thought nuts were made of nuts.
 

Gabriela Alcalde (23:12):
Right. Right?
 

Mares Asfaha (23:14):
When did we add wheat?
 

Gabriela Alcalde (23:16):
I don't understand. Everything's just... I'm like, "Just give me the simple thing." Stop with the 10,000 permutations. We don't need that many options.
 

Mares Asfaha (23:24):
Yeah. Okay. That was fun. Thanks for joining me in that. And again, I usually have a better segue from the Snack Box... the Soapbox into the conversation, but this time I don't. But I do want to continue with what you said right before, which is around the culture piece. And again, one thing that we talked about in our prep call was how culture, if you don't deal with the culture piece, all the policies, all the practices you're trying to do are not going to sustain.
 

Gabriela Alcalde (23:56):
Yeah.
 

Mares Asfaha (23:56):
Can you talk about what you did with your board to help create the structures to support the culture for this work?
 

Gabriela Alcalde (24:09):
Yeah. First, just I want to underline something you said, Mares, which is culture is sustainability. That's how we think about sustainability, is you make it a part of the culture. When you create culture change, that's how you create long-term sustainability. And structures both manifest and represent, but also reinforce and support culture, so that's why we had to do all these tools and strategies. And with the board, there were some things that seemed so simple, but that had pretty significant changes beyond what we've already talked about. We moved to something called Fist to Five voting, which you literally just get to say what level of support you have, and the only thing that stops a decision is if you say, "I supported zero." That means, "I have a problem with it. It's an impasse." And if you do that, you have to provide an alternate proposal.
 

(25:07):
Because what we had gotten into was decisions were just stalled, and we would get to an impasse and we could not move and we would just be talking in circles. This Fist to Five voting really helped to... Everybody's voice would get in. People would feel satisfied that, "Okay, you know that I'm not a huge fan of this, but not to the point that I need to completely undermine it or stop it." And if I do want to stop it, then I need to come up with an alternative solution. I can't just say, "I don't like it and we're not doing it." So, it just created accountability as well. Anytime anybody said, "I really don't want to do this," there was some accountability around, "Okay, well, then you need to offer something else."
 

(25:48):
Then it also addressed the issue that I think a lot of boards have, which is a board is supposed to move one body, and oftentimes everybody comes with their own agenda. Again, well-intentioned, they're like, "This is the right thing to do," but by doing this Fist to Five, our board started operating more like one unit instead of a bunch of individuals who each had their own idea and wanted to convince everybody else of it. So, that's one really concrete thing. Another one that was hugely culture shifting was that we had our first open call for recruitment a few years ago, and I was surprised with how radical that felt. I was like, "What do you mean? Why wouldn't you put it out there to see who actually wants to come?" And all the documents, all the materials were very values-based. People had to apply, they had to do an interview, and it was all around our values.
 

(26:45):
That completely shifted things because we were really able to go and target people that were values aligned. It wasn't around status. It wasn't even that much around, "Do you have experience on a board?" Although that's helpful. And we prioritized experience as a nonprofit leader and serving on one of our grantee organizations, so we did not exclude current grantees from serving on our board, and that completely shifted things. The reason that works is because we did a lot of work to move decision-making about specific grants and about all our grants to the staff. So, the board pre-approves-
 

Mares Asfaha (27:31):
Another big shift.
 

Gabriela Alcalde (27:32):
Huge. So, the board pre-approves a multiyear grants budget, and we have transparent criteria and process about how we review and approve grants, but that is at the staff level. That's why we have a professional staff. All of our program leads did actually work in the fields in which they lead our grants program, and all of them currently actually were employed by grantees of ours. So, they understand the system, they understand the work. They have deep lived empathy of what it means to work with a funder, which is very frustrating as somebody that came from grassroots and nonprofit as well. So, it just has completely changed how we understand what our purpose is, what our appropriate role is. And we don't pretend to know more than our partners. We don't do any foundation set outcomes, for example. We believe that our partners closest to community are the ones that know how to do their work, and what we're there to do is to support them, to resource them, and to be an amplifier of their work, and to also champion their work to peer funders.
 

Mares Asfaha (28:41):
Gabriela, as you were speaking, everything that you said in the conversation was kind of just melding in my head, and I wrote, "Nothing is neutral," which I feel like when it comes to board recruitment, board bylaws, board practices, culture, sometimes we approach it as, "These are just neutral policies that exist. These are just neutral practices." But every decision that you talked about, you were specific in: how is this decision specifically furthering equity?
 

Gabriela Alcalde (29:15):
[inaudible 00:29:15] values, yeah.
 

Mares Asfaha (29:15):
And so I would invite other people to think about that. How is it furthering equity? How is it furthering your values, or is it getting away from your values?
 

Gabriela Alcalde (29:23):
Yes. Yes.
 

Mares Asfaha (29:24):
Which might be the case for some people. Might be the case for some.
 

Gabriela Alcalde (29:29):
Yeah. I think sometimes we just assume things are neutral because they're professional, and it's like nothing is neutral. You're right. Everything's imbued and a product of our culture and our culture is absolutely not neutral. Look at our current situation and look at our history. It's not neutral. So, every decision you make actually communicates your values, so you have to make sure that everything that you're doing is tested against your values. Otherwise, you will continue to just drift away from your values without meaning to because you're like, "Oh, that's just how boards operate," or, "That's just how everybody does it," or, "Of course we're going to go to whoever our board members know." No, you've got to critically question everything.And one of the things we talk about a lot on our board is like, "Hey, conflict is not violence." If we can't disagree with each other, change will never happen. Change is not usually the product of everybody agreeing.
 

Mares Asfaha (30:34):
Oh, yeah.
 

Gabriela Alcalde (30:34):
You just stay the same. So, we have to disagree. We have to have conflict. We have to understand that nothing is neutral, as you said.
 

Mares Asfaha (30:44):
I almost feel like those were great closing statements, but I do want to give you a proper chance to offer any last tidbits to folks. So, what kind of last prompt would you offer to people as they're thinking about board role, board purpose, all that good stuff?
 

Gabriela Alcalde (31:03):
I think just I would invite people to really think about the distinction between what a board is and what governance is. I think we conflate the two, and what we want to work on is values-based governance. There's so much we assume with what a board is. Focus on what governance is, how humans organize themselves in the service of shared values and shared long-term impacts. So, really think about what you want to accomplish through your governance, and that allows for much more creative, expansive thinking than thinking about, "How do you change the board?" That is one manifestation of governance. So, I just invite people to think about what governance means. And what do you want governance to be like? And it's not the same as government. However, government is a form of governance, and we can see that when you don't question it... I'll leave it at that.
 

Mares Asfaha (32:02):
Where does it go? Yeah. Yeah. And thank you so much. And I feel like this is kind of a full-circle moment because that kind of prompting around what do you want to accomplish through governance. I would offer going back to the From What, To What exercise, thinking about: where do folks want to be seven years from now? What do you want to accomplish seven years from now? The board that you have right now, the practices that you're doing right now, you're building what that is going to look like in seven years. So, I hope folks really take what you have said in this episode and try to implement it because, again, we're building what that's going to look like in 7 years or 14 or 21 years, so...
 

Gabriela Alcalde (32:51):
Yeah, yeah.
 

Mares Asfaha (32:52):
Thank you so much, Gabriela. This was so fun.
 

Gabriela Alcalde (32:55):
Yeah. Thank you.
 

Mares Asfaha (32:55):
I really wish we could talk forever about this. I will say that some of the things that Gabriela mentioned today in terms of the fiduciary responsibility definition, there are some documents I think on the Trust-Based Philanthropy website, and we will share it in the resources when we post this episode. So, for people who want to look at that specifically, we will offer it to folks, so that you don't have to go searching for it on the internet.
 

Gabriela Alcalde (33:23):
Yeah. Yeah.
 

Mares Asfaha (33:23):
Thank you.
 

Gabriela Alcalde (33:25):
Thank you so much. This was super fun.
 

Mares Asfaha (33:28):
Can We Talk About...? is a podcast by Philanthropy Northwest, written and produced by Aya Tsuruta and Emily Daman, with production support by Podfly and graphic design by Asha Hossain. You can find more information on this episode, including guest bios, show notes, and additional resources at philanthropynw.org/podcast. I'm your host, Mares Asfaha, and we'll see you next time.