Serving as a board member is one of the most challenging and rewarding of volunteer assignments. While appointment or election to a board is an honor, board members have important legal and fiduciary responsibilities that require a commitment of time, skill, and resources. Prospective board members do themselves a service and show that they are serious about the commitments they make by asking some basic questions before joining an organization’s board. You can find the answers from the board member who issues the invitation to join; the chief executive of the organization; the board chairperson; other board members, current and former; or written materials. Long-time board members might also benefit from an organization review that answers these questions.
Once you are satisfied with the information you have received, it is time to evaluate your own interest in serving on the board. Ask yourself the following questions:
Selected background information can provide a useful overview of the organization, the board’s work, and the responsibilities of board members. Helpful material includes:
Every board has a fundamental responsibility for self management: for creating a structure, policies, and procedures that support good governance. The term “board organization” encompasses a variety of tasks, from routine matters such as preparing a schedule of board meetings to actions with broader consequences such as developing a policy about terms of service. Here are some of the most frequent questions board members ask about board organization:
To set the stage for efficient board and committee work:
To encourage smooth functioning committees, follow these additional steps:
The organization’s structure and needs are among the factors that determine board size. In considering the size of the board, keep these points in mind:
Every board needs a sufficient range of expertise to accomplish the organization’s mission. If a board is too small, its members may be overworked and unproductive. If a board is too large, every member may not have the opportunity to participate actively.
There are no hard and fast rules for determining board members’ tenure. Many organizations do, however, limit members to two consecutive terms and require a hiatus of one year before a board member may be reappointed. Many organizations also stagger terms of service so that one half or one third of the board are elected every one or two years for terms of two to four years. Such policies encourage institutional renewal because a board can profit from the experience of veteran board members while welcoming the fresh perspective that new members offer.
Much of the work that a board does is accomplished through its committees and task forces. With the exception of the Executive Committee, which acts on the board’s behalf, committees recommend action to the full board for discussion and action. Most boards need only a few standing committees – the rest of the work can be accomplished by task forces created for a specific purpose. Common standing committees include
Every board member should serve on at least one but preferably no more than two committees or task forces. Members are appointed by the chairperson in consultation with the Governance Committee. Committee size depends on the needs of the board and the organization and a common sense assessment of how many people are needed to carry out the committee’s work.
Make committee assignments based on the experience, skills, interests, and available time of board members. Each member must make a serious commitment to participate actively in the work of the committee. If a committee is too large, a small group of members may have a disproportionate amount of responsibility. If a committee is too small, there may not be enough people to get the job done. Board committees may include people who are not board members.
Some nonprofits decide to make the chief staff executive an ex officio member of the board, sometimes voting and sometimes nonvoting. This decision should be made carefully. Some believe that board membership is a good idea because it enhances the executive’s position of authority within the organization and strengthens the working partnership between the board and the executive. On the other hand, some feel that board membership blurs the distinction between the board’s responsibilities and the executive’s responsibilities and makes it difficult for the board to assess the executive’s performance objectively. Whatever the executive’s official status, his or her insights into the daily operations of the organization are essential to board decision making by the board.
The foundation of a committed, knowledgeable, and effective board is orientation and education. As an essential companion to orientation and education, every organization should have a thorough, easy-to-use manual that board members can use throughout their terms. A board manual serves two functions. For the new board member, it is an orientation handbook that provides useful information about the organization, board structure and operations, and fellow board members and staff. For the balance of a member’s board service, the manual then becomes an indispensable working tool and a central resource about the organization and the board. Materials can be added and removed to create an up-to-date reference. The board manual is developed by staff in consultation with the board chairperson and other officers. Present it to board members in a durable, attractive loose-leaf notebook with a table of contents and clearly divided and labeled sections. Date every item and replace material when necessary. Insert stationery, brochures, and similar items in pockets of the notebook.
To develop a working manual that board members use and rely on:
A thorough board manual can include the following materials. (Remember to keep each item as concise as possible.
The board
Historical references of the organization
Strategic framework
Policies pertaining to the board
Finance and fundraising
Staff
Other information
Designing a Board Information System
Good governance depends on enlightened decision making. Board members in turn need to be knowledgeable about the organization’s status and needs if they are to make sound decisions that advance its mission. But boards often say that the information they receive hinders rather than facilitates good governance and strong leadership. They protest that they are overwhelmed with large quantities of irrelevant information, that they don’t get enough information, or that they receive material too late to devote serious attention to it. An effective board information system should focus decision making, stimulate participation, and support an appropriate balance of responsibility between board and staff.
Types of board information
Management consultant John Carver describes three types of board information:
Too often, board information is primarily incidental information. Although such material is useful for maintaining an overall impression of the administration of the organization, it is not usually specific or substantive enough to help board members make decisions or monitor the organization’s success at carrying out its mission.
Establishing a system
Establishing and maintaining a board information system is the joint responsibility of the board chairperson, board members, the chief executive, and staff members who work with the board. The board should discuss
Given this board feedback, the staff can establish the content, format, and frequency of information they will provide the board.
Characteristics of good board information
Barry S. Bader, a consultant and author specializing in hospital governance, identifies seven guidelines for developing effective board information:
Basic ingredients of a board information system
Every board must decide for itself exactly what information it needs. For most organizations, however, the following checklist is a starting point.
At least two weeks before each board meeting:
At least two weeks before the board meeting at which it is discussed:
After each board meeting:
Monthly:
Quarterly:
Regularly, when appropriate:
Ten Basic Responsibilities of Nonprofit Boards
Â
Under well-established principles of nonprofit corporation law, a board member must meet certain standards of conduct and attention in carrying out his or her responsibilities to the organization. Several states have statutes adopting some variation of these duties which would be used in court to determine whether a board member acted improperly. These standards are usually described as the duty of care, the duty of loyalty and the duty of obedience.
Duty of Care
The duty of care describes the level of competence that is expected of a board member, and is commonly expressed as the duty of “care that an ordinarily prudent person would exercise in a like position and under similar circumstances.” This means that a board member owes the duty to exercise reasonable care when he or she makes a decision as a steward of the organization.
Duty of Loyalty
The duty of loyalty is a standard of faithfulness; a board member must give undivided allegiance when making decisions affecting the organization. This means that a board member can never use information obtained as a member for personal gain, but must act in the best interests of the organization.
Duty of Obedience
The duty of obedience requires board members to be faithful to the organization’s mission. They are not permitted to act in a way that is inconsistent with the central goals of the organization. A basis for this rule lies in the public’s trust that the organization will manage donated funds to fulfill the organization’s mission.
Individual Board Member Responsibilities
Personal characteristics to consider
Â