Building Your Non Profit Board of Directors

One of the fundamental tasks facing the founders of any Nonprofit establishing a board of directors to oversee the organization. The board plays an essential legal and practical role in any nonprofit, even if others (such as an executive director, paid staff, or volunteers) handle the organization’s everyday affairs. Here are some important pointers:

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  1. Be sure you are building a board with the right task in mind. Boards have multiple roles, from fundraising to caretaking, governance, and oversight. Just like any company or corporation, it is important to do an assessment. Understand the skills that your particular non-profit needs to fulfill your mission.

2. Choose people who understand your mission and who understand the value they bring is beyond their checkbook.

3. Don’t overload the board with names. Choose a manageable number of individuals that will be genuinely active and contribute in a concrete manner. Not every person who donates money, even sizable amounts, should automatically be given a seat at the board table. Creating an advisory group or some other way to honor and engage people is useful.

4. Make sure there is financial acumen built into the board. Ensure there are people who understand the audit committee, as this is vital for keeping track of an organization’s performance and integrity. Separately, financial planning and strategic planning are critical to a non-profit’s current and long-term health.

5. Ensure that the board member is eager to engage with the organization and lend their expertise. Outline expectations and responsibilities up front.

6. Have at least one genuinely independent member. It is helpful to have some people in the room who are neither donors nor beneficiaries and bring true independence to the discussion and oversight role of the board.

7. Make sure people are coming to the board for the right reasons. Belief in the cause and a genuine interest in helping build a strong organization to address the non-profits cause. The individual’s commitment to the organization, not reputation should be deciding factor. By the same token, you want to make sure your objectives are in alignment and that both parties feel assured that their activities won’t taint one another.

8. Identify a mix of individuals that have previously served on boards who will come in with experience with the boardroom with those who are new to the boardroom. Mixing those with experience with those who have not served on a board can marry best practice with enthusiasm and a desire to learn and contribute to the board.

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The Board's Role

Nonprofits receive favorable tax treatment and other benefits precisely because they are created to serve the public interest. And the nonprofit’s board shoulders the legal duty to keep the organization true to its public service mission, so that it continues to deserve its tax-favored status. (This “public trust” role explains why nonprofit directors are sometimes called trustees.)

In addition to setting policies and maintaining the nonprofit’s overall direction, a good board also serves an immensely practical role. The board of directors:

  1. Defines the nonprofit’s mission
  2. Establishes priorities
  3. Crafts strategies
  4. Ensures that plans and programs are implemented.

Without a committed board to tackle these tasks, a nonprofit can quickly run adrift, without clear goals or any specific plans to achieve them.

Board members are also involved in a nonprofit’s fundraising efforts. You should be able to count on your board members to spread the word about your good work, use their connections to gain access to potential donors, actively participate in fundraising campaigns, and — when financially feasible — make their own donations. Whether a board member is more comfortable working behind the scenes or asking for money directly, there should be a way for the whole board to get involved.

Nonprofit board members often go beyond the traditional directorial tasks of setting policy and defining a nonprofit’s goals. Especially in small all-volunteer nonprofits (and even in those with a small paid staff), board members often roll up their sleeves and do much of the nonprofit’s actual work, be it feeding the hungry, helping the unemployed, or cleaning the forests.

What Makes a Good Board

Most great boards share some common traits and qualities that enable them to lead their groups creatively and effectively. The members of an ideal board of directors:
share a passion for and commitment to the nonprofit’s mission are willing to roll up their sleeves when necessary to help with the practical work have strong ties to their communities are diverse — in age, gender, race, religion, occupation, skills, and background, and are willing to support efforts to raise money.

How Board Members Are Different From Staff

Generally speaking, the board is not in charge of the day-to-day affairs of the nonprofit. Taking care of the many details involved in running the organization is the responsibility of the nonprofit’s staff, including the executive director, paid workers, and volunteers.

Of course, many nonprofits – especially new and small ones — are run almost entirely by the board and other volunteers. Plenty of micro-nonprofits operate this way, which can make the distinction between the board role and the staff role quite confusing. But it’s key to understand that the same person may sometimes play a board member’s role, and sometimes an activist or volunteer staff role. Board members should be clear on this: Although they may take care of all the nonprofit’s day-to-day details, they are not doing so in their capacity as board members.

Some examples of a board member wearing a “staff hat” –not a “board hat” — include:

Donning galoshes to help with a Clean Up the Wetlands day

Stuffing envelopes

Picking up chairs for an event

Teaching a seminar

On the other hand, when a board member is discussing whether certain programs fit into the nonprofit’s overall mission, that member is wearing a “board hat.” Keeping this distinction in mind will help you understand the board/staff relationship and the breakdown of roles that is so important to the effective functioning of a nonprofit.

Recruiting Board Members

Most new nonprofits appoint their very first board members as part of the process of incorporating. Nonprofit corporations (and for-profit ones, too) are created at the state level, most commonly by filing papers known as articles of incorporation with the secretary of state’s office. Those articles generally ask for the names of the nonprofit’s initial board of directors. If your state requires a minimum number of directors (many do and three is a common minimum), you’ll need to name at least that many in your articles.

In established nonprofits, appointing board members is generally a more formal process. Often, a nominating committee of existing board members evaluates the current board situation and its needs, gathers names of prospective new members, and recommends candidates to the full board, which then votes on whether to elect the new members. In nonprofits that give members the legal right to elect directors, the members vote, rather than the board.

The Role of Committees

For larger boards, consider breaking down the board’s governance duties into smaller committees. Some may be permanent (sometimes called “standing”) committees to handle ongoing issues such as finance, program development, membership, or the like. Other issues that come up can be handled by creating a special (sometimes called “ad hoc”) committee. Don’t worry about what they’re called; just keep in mind that nonprofits typically use both kinds of committees to handle regular needs and new issues as they arise. Committees help maximize the board’s productivity in several ways.

Helping the board handle complex issues.  The smaller committee can research and break down complex issues and present its findings to the board, which can then move forward to making decisions.

Matching board members with particular expertise to appropriate areas. Forming a committee is a great way to assign specific responsibilities to the people best able to handle them.

Engaging with issues more deeply and consistently than the board as a whole could. The finance committee, for instance, can and should maintain thorough and ongoing management of the nonprofit’s finances between meetings, so that the whole board can deal with this key concern (based on the reports of the finance committee) at board meetings.

Dividing the board’s workload. Having separate committees is a simple way to distribute responsibility for the many tasks boards typically need to tackle.

Attracting and involving newcomers. In some nonprofits, specialized committees often include people who aren’t on the board of directors (a nonprofit that promotes physical fitness for diabetic children might have a doctor on one of its program committees, for example).

Serving as a training ground for new board members. Chairing or just being involved in a committee is a good way for inexperienced board members to increase their involvement, develop confidence, and learn leadership skills.

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Your Board Members' FAQ

One way to tell prospective board members what you expect is to create a “board candidate FAQ” that communicates all of the important facts in a simple, one-page question-and-answer format. Here are some examples of the types of questions that might be included in an FAQ for prospective board members (you’ll need to provide the answers to these questions):

  1. What is the organization’s mission statement?
  2. What is the organization’s history?
  3. What are the board members’ responsibilities?
  4. How long does a board member serve on the board?
  5. Are there any legal issues that board members should worry about?
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