Major Duties of Board of Directors
Brenda Hanlon in, In Boards We Trust suggests the following duties.
1. Provide continuity for the organization by setting up a corporation or legal existence, and to represent the organization's point of view through interpretation of its products and services, and advocacy for them
2. Select and appoint a chief executive to whom responsibility for the administration of the organization is delegated, including:
- To review and evaluate his/her performance regularly on the basis of a specific job description, including executive relations with the board, leadership in the organization, in program planning and implementation, and in management of the organization and its personnel
- To offer administrative guidance and determine whether to retain or dismiss the executive
3. Govern the organization by broad policies and objectives, formulated and agreed upon by the chief executive and employees, including assigning priorities and ensuring the organization's capacity to carry out programs by continually reviewing its work.
4. Acquire sufficient resources for the organization's operations and to finance the products and services adequately
5. Account to the public for the products and services of the organization and expenditures of its funds, including:
- To provide for fiscal accountability, approve the budget, and formulate policies related to contracts from public or private resources
- To accept responsibility for all conditions and policies attached to new, innovative, or experimental programs.
Board Chair Job Description
The following description was adapted from materials from BoardSource.
1. Is a member of the Board
2. Serves as the Chief Volunteer of the organization
3. Is a partner with the Chief Executive in achieving the organization's mission
4. Provides leadership to the Board of Directors, who sets policy and to whom the Chief Executive is accountable.
5. Chairs meetings of the Board after developing the agenda with the Chief Executive.
6. Encourages Board's role in strategic planning
7. Appoints the chairpersons of committees, in consultation with other Board members
8. Serves ex officio as a member of committees and attends their meetings when invited.
9. Discusses issues confronting the organization with the Chief Executive.
10. Helps guide and mediate Board actions with respect to organizational priorities and governance concerns.
11. Reviews with the Chief Executive any issues of concern to the Board.
12. Monitors financial planning and financial reports.
13. Plays a leading role in fundraising activities
14. Formally evaluates the performance of the Chief Executive and informally evaluates the effectiveness of the Board members.
15. Evaluates annually the performance of the organization in achieving its mission.
16. Performs other responsibilities assigned by the Board.
Vice Chair Job Description
The following description was adapted from materials from BoardSource. Note that materials apply to both for-profit and nonprofit unless otherwise noted.
This position in typically successor to the Chair position. In addition to the responsibilities outlined in the Committee Member job description, this position:
1. Is a member of the Board
2. Performs Chair responsibilities when the Chair cannot be available (see Chair Job Description)
3. Reports to the Board's Chair
4. Works closely with the Chair and other staff
5. Participates closely with the Chair to develop and implement officer transition plans.
6. Performs other responsibilities as assigned by the Board.
Committee Chair Job Description
The following description was adapted from materials from BoardSource.
1. Is a member of the Board
2. Sets tone for the committee work.
3. Ensures that members have the information needed to do their jobs.
4. Oversees the logistics of committee's operations.
5. Reports to the Board's Chair.
6. Reports to the full Board on committee's decisions/recommendations.
7. Works closely with the Chief Executive and other staff as agreed to by the Chief Executive.
8. Assigns work to the committee members, sets the agenda and runs the meetings, and ensures distribution of meeting minutes.
9. Initiates and leads the committee's annual evaluation.
Board Member Job Description
The following description was adapted from materials from BoardSource.
1. Regularly attends board meetings and important related meetings.
2. Makes serious commitment to participate actively in committee work.
3. Volunteers for and willingly accepts assignments and completes them thoroughly and on time.
4. Stays informed about committee matters, prepares themselves well for meetings, and reviews and comments on minutes and reports.
5. Gets to know other committee members and builds a collegial working relationship that contributes to consensus.
6. Is an active participant in the committee's annual evaluation and planning efforts.
7. Participates in fund raising for the organization (nonprofit only).
Board Secretary Job Description
The following description was adapted from materials from the NationalCenter for Nonprofit Boards.
1.Is a member of the Board
2. Maintains records of the board and ensures effective management of organization's records
3. Manages minutes of board meetings
4. Ensures minutes are distributed to members shortly after each meeting
5.Is sufficiently familiar with legal documents (articles, by-laws, IRS letters, etc.) to note applicability during meetings
Board Treasurer Job Description
The following description was adapted from materials from the NationalCenter for Nonprofit Boards.
1. Is a member of the Board
2. Manages finances of the organization
3. Administrates fiscal matters of the organization
4. Provides annual budget to the board for members' approval
5. Ensures development and board review of financial policies and procedures
What it takes to be a good nonprofit director
What to do
1. Be sure you understand what the responsibilities of a nonprofit governing board are. Board service is more than the old saw about wealth, wisdom, or work.
2. Ask questions before you agree to serve on the board. What are the major issues the organization is facing? How can you help? Why are they interested in you? What is expected of the board as a whole and of each board member? What are the strengths and weaknesses in the way the board deals with tough issues and works with staff? How and how often does the board evaluate its own performance, the chief executive's impact? In what stage is the nonprofit in its own development? Do the board's roles and responsibilities fit what they should be doing at this stage in the nonprofit's life cycle?
3. Before you agree to serve, communicate clearly what you can and cannot offer the organization. If you can't give and raise financial support for the group, say so. (You should probably decline to serve if you aren't willing to do both of these, at least at modest levels.)
4. If you decide to serve, attend the orientation and read the materials.
5. Ask questions at board meetings. The only dumb question is the one you wanted to ask but didn't. As the board makes decisions, be sure you understand the history and context of an issue enough to exercise good judgment. If you don't understand the financial information, say so. Be sure you know the differences between for-profit and nonprofit accounting.
6. If you don't see the board evaluating itself, the organization's outcomes, and the chief executive at least annually, volunteer to help establish and implement good practices for all three of these key board responsibilities.
7. Know the salary ranges for the nonprofit's staff and the policies for setting salaries. The only actual salary you'll probably review directly is that of the chief staff executive. Be sure all staff salary ranges reflect the education, experience, and responsibility levels required in the positions. Be sure both the salaries and benefits package are adequate for adults who may have families to support and mortgages and college tuition to pay. Inadequately compensated employees often can't afford to stay long, and high turnover is more expensive than low pay. Just like businesses, nonprofits must do their part to be responsible employers in the community.
8. Be ready to describe the nonprofit's mission in the check-out line at the grocery store.
9. Do what you say you'll do. I hear regularly from nonprofit executives who resent spending their valuable time contacting (or cleaning up behind) their own board members who don't follow through.
10. Say something kind or at least courteous to the staff. Too many members treat staff like faceless, menial workers.
11. Use your senses of humor and celebration. Nonprofit work is serious business, but putting the fun in activities like fundraising is a gift. Celebrate accomplishments and milestones in the nonprofit's development.
What not to do
1. Don't join a board because it looks good on your resume or just because you're interested in the issue. While commitment to the mission is a prerequisite for board service, a governing board deals mostly with organizational issues--goals, budgets, planning, etc.--rather than the direct content of the nonprofit's work. If you're interested in working with children, be a service volunteer rather than a board member.
2. Don't try to manage the organization. One of the board member's greatest sins is going beyond the governance and policy role and meddling in management responsibilities. The board of a new group or one without paid staff often does some administrative work as well, but remember: You're wearing a volunteer, not a board, hat in this case.
3. Don't get involved in personnel matters regarding staff other than the chief staff executive--unless you do so as a member of a formal grievance committee of the board--and then only if the grievance has followed all required procedures before it comes to that committee.
4. Don't assume that leading or managing a nonprofit is the same as in a for-profit corporation, a government agency, or a college program. Nonprofits are significantly different in many issues related to their stakeholders, clients or constituents, accounting, law, communications, marketing, governance, accountability, resources and bottom line. For example, a nonprofit's stakeholders typically are a complex matrix of the people served, volunteers, staff, board members, individual donors, foundation and corporate funders, elected officials, government agency regulators (local, state, and federal), the local community, the media and all taxpayers (because of the tax-exempt status).
5. Don't confuse your roles. If you also serve as a volunteer in the group's programs, remember this is different from your board hat. As a service volunteer, you're directly accountable to a staff member or another volunteer.
6. Don't assume you're an expert your first year on the board. Listen and learn.
7. Don't stay on the board if you can't attend most meetings. The days of name-only boards are over. A nonprofit dealing with critical social issues cannot afford someone taking up a board seat who's not giving thought, commitment, and time.
8. Don't serve on more boards than you can handle responsibly. If you're on more than 3-5 governing boards, you're either a full-time volunteer or you need to resign from some. The standard of due diligence for board members means you show up, do your homework, and focus your energy on that organization. In addition to potential legal liability from poor attendance or inattention to the board's financial responsibilities and others, you risk losing two of your most important assets--the respect you have for yourself and the respect others have for you.
By looking at nonprofit organizations in less progressive nations, I've come to appreciate the key role of nonprofits in weaving the fabric of our civil society. Serving effectively on a nonprofit board can be one of the biggest challenges to your leadership skills. Serving wisely is a fine art and one of the true privileges of our democracy. Being a board member or trustee means you hold the organization's trust and the public's trust in your hands. Hold them with awe and care.
Kendall is president of the North CarolinaCenter for Nonprofits and serves as a trustee of three organizations.
For board meeting rules we will follow Roberts’ rules of order
Board of Directors
Self-Evaluation
Very
Good / 4
Good / 3
Ave. / 2
Fair / 1
Poor
1 / board has full and common understanding of the roles and responsibilities of a board
2 / board members understand the organization's mission and its products / programs
3 / structural pattern (board, officers, committees, executive and staff) is clear
4 / board has clear goals and actions resulting from relevant and realistic strategic planning
5 / board attends to policy-related decisions which effectively guide operational activities of staff
6 / board receives regular reports on finances/budgets, products/program performance and other important matters
7 / board helps set fundraising goals and is actively involved in fundraising (nonprofit)
8 / board effectively represents the organization to the community
9 / board meetings facilitate focus and progress on important organizational matters
10 / board regularly monitors and evaluates progress toward strategic goals and product/ program performance
11 / board regularly evaluates and develops the chief executive
12 / board has approved comprehensive personnel policies which have been reviewed by a qualified professional
13 / each member of the board feels involved and interested in the board's work
14 / all necessary skills, stakeholders and diversity are represented on the board
Please list the three to five points on which you believe the board should focus its attention in the next year. Be as specific as possible in identifying these points.
1.
2.
3.
4.
5.
Checklist to Evaluate a Nonprofit Board of Directors
Rating* / Indicator / Met / Needs
Work / N/A
E / 1. The roles of the Board and the Executive Director are defined and respected, with the Executive Director delegated as the manager of the organization's operations and the board focused on policy and planning
R / 2. The Executive Director is recruited, selected, and employed by the Board of Directors. The board provide clearly written expectations and qualifications for the position, as well as reasonable compensation.
R / 3. The Board of Directors acts a governing trustees of the organization on behalf of the community at large and contributors while carrying out the organization's mission and goals. To fully meet this goal, the Board of Directors must actively participate in the planning process as outlined in planning sections of this checklist.
R / 4. The board's nominating process ensures that the board remains appropriately diverse with respect to gender, ethnicity, culture, economic status, disabilities, and skills and/or expertise.
E / 5. The board members receive regular training and information about their responsibilities.
E / 6. New board members are oriented to the organization, including the organization's mission, bylaws, policies, and programs, as well as their roles and responsibilities as board members.
A / 7. Board organization is documented with a description of the board and board committee responsibilities.
A / 8. Each board has a board operations manual.
E / 9. If the organization has any related party transactions between board members or their family, they are disclosed to the board of directors, the Internal Revenue Service and the auditor.
E / 10. The organization has at least the minimum number of members on the Board of Directors as required by their bylaws or state statute.
R / 11. If the organization has adopted bylaws, they conform to state statute and have been reviewed by legal counsel.
R / 12. The bylaws should include: a) how and when notices for board meetings are made; b) how members are elected/appointed by the board; c) what the terms of office are for officers/members; d) how board members are rotated; e) how ineffective board members are removed from the board; f) a stated number of board members to make up a quorum which is required for all policy decisions.
R / 13. The board of directors reviews the bylaws.
A / 14. The board has a process for handling urgent matters between meetings.
E / 15. Board members serve without payment unless the agency has a policy identifying reimbursable out-of-pocket expenses.
R / 16. The organization maintains a conflict-of-interest policy and all board members and executive staff review and/or sign to acknowledge and comply with the policy.
R / 17. The board has an annual calendar of meetings. The board also has an attendance policy such that a quorum of the organization's board meets at least quarterly.
A / 18. Meetings have written agendas and materials relating to significant decisions are given to the board in advance of the meeting.
A / 19. The board has a written policy prohibiting employees and members of employees' immediate families from serving as board chair or treasurer.
Indicators ratings: E=essential; R=recommended; A=additional to strengthen organizational activities
Sample Board of Directors
Meeting Agenda
(Name of Agency)
Board Meeting Agenda
(Month Day, Year)
(Location)
(Planned Starting Time to Ending Time)
Minutes from previous meeting / Approval
Chief Executive's Report / Discussion
Finance Committee's Report / Approve Budget Changes
Development Committee's Report (nonprofit) / Approve Fundraising Plan
Board Development Committee / Approve Plans for Retreat
Adopt Resolution to Change ByLaws
Other Business
- Old
- New
- Announcements
Roundtable Evaluation of Meeting
Review of Actions from Meeting
Adjourn
Frequent reasons for poor board meetings: insufficient time to review materials before the meeting, insufficient member participation and poor time management during the meeting.)
Sample of Board Meeting Minutes
Name of Organization
(Board Meeting Minutes: Month Day, Year)
(time and location)
Board Members:
Present: Bhata Bhatacharia, Jon White Bear, Douglas Carver, Elizabeth Drucker, Pat Kyumoto, Jack Porter, Mary Rifkin and Leslie Zevon
Absent: Melissa Johnson
Quorum present? Yes
Others Present:
Exec. Director: Sheila Swanson
Other: Susan Johns, Consulting Accountant
Proceedings:
· Meeting called to order at 7:00 p.m. by Chair, Elizabeth Drucker
· (Last month's) meeting minutes were amended and approved
· Chief Executive's Report:
- Recommends that if we not able to find a new facility by the end of this month, the organization should stay where in the current location over the winter. After brief discussion, Board agreed.
- Staff member, Jackson Browne, and Swanson attended the National Practitioner's Network meeting in Atlanta last month and gave a brief extemporaneous presentation. Both are invited back next year to give a longer presentation about our organization. After brief discussion, Board congratulated Swanson and asked her to pass on their congratulations to Browne as well.
- Drucker asserts that our organization must ensure its name is associated with whatever materials are distributed at that practitioner's meeting next year. The organization should generate revenues where possible from the materials, too.
- Swanson mentioned that staff member, Sheila Anderson's husband is ill and in the hospital. MOTION to send a gift to Anderson's husband, expressing the organization's sympathy and support; seconded and passed.
· Finance Committee report provided by Chair, Elizabeth Drucker:
- Drucker explained that consultant, Susan Johns, reviewed the organization's bookkeeping procedures and found them to be satisfactory, in preparation for the upcoming yearly financial audit. Funds recommends that our company ensure the auditor provides a management letter along with the audit financial report.
· - Drucker reviewed highlights, trends and issues from the balance sheet, income statement and cash flow statement. Issues include that high accounts receivables require Finance Committee attention to policies and procedures to ensure our organization receives more payments on time. After brief discussion of the issues and suggestions about how to ensure receiving payments on time, MOTION to accept financial statements; seconded and passed.
· Board Development Committee's report provided by Chair, Douglas Carver:
- Carver reminded the Board of the scheduled retreat coming up in three months, and provided a drafted retreat schedule for board review. MOTION to accept the retreat agenda; seconded and passed.
- Carver presented members with a draft of the reworded By-laws paragraph that would allow members to conduct actions over electronic mail. Carver suggested review and a resolution to change the By-laws accordingly. Kyumoto suggested that Swanson first seek legal counsel to verify if the proposed change is consistent with state statute. Swanson agreed to accept this action and notify members of the outcome in the next Board meeting.
· Other business:
- Porter noted that he was working with staff member, Jacob Smith, to help develop an information management systems plan, and that two weeks ago he (Porter) had mailed members three resumes from consultants to help with the plan. In the mailing, Porter asked members for their opinions to help select a consultant. Porter asked members for their opinions. (NOTE: Zevon noted that she was also a computer consultant and was concerned about conflict of interest in her Board role regarding this selection, and asked to be ABSTAINED from this selection. Members agreed.) The majority of members agreed on Lease-or-Buy Consultants. MOTION to use Lease-or-Buy Consultants; seconded and passed.
- Swanson announced that she had recently hired a new secretary, Karla Writewell.
· Assessment of the Meeting:
- Kyumoto noted that the past three meetings have run over the intended two-hour time slot by half an hour. He asked members to be more mindful and focused during discussions, and suggested that the Board Development Chair take an action to identify solutions to this issue. Chair, Carver, agreed.
· Meeting adjourned at 9:30 p.m.
· Minutes submitted by Secretary, Bhata Bhatacharia.