Board Development Resources
Effective board leadership and governance helps organizations operate to their fullest capacity. Learn the basics of Nonprofit Board development from Extension colleague and Professor Paul Roback in this short video:
Resources for Board Members and Nonprofit Executives
BoardSource
A national nonprofit supporting nonprofits with relevant and accessible information, tools, and resources. The mission of BoardSource is to inspire and support excellence in nonprofit governance and board and staff leadership.
Nonprofit Board Resource Center
A resource center from the Bridgespan Group and BoardSource to provide guidance for effective nonprofit governance.
National Council of Nonprofits
A resource and advocate for nonprofits. Provides tools, research, and resources for nonprofits, and specifically, Board Governance and Leadership.
Additional Resources
Roles and Responsibilities of Nonprofit Board Members
Nonprofit organizations, by law, are governed by a Board of Directors. BoardSource, a national organization providing training and information about board governance, lists three primary roles for board members:
(1) Establish Organizational Identity
(2) Ensure Resources
(3) Provide Oversight
These three primary roles can be further broken into 10 key responsibilities of board members:
(1) Determine the organization’s mission and purpose: An organization’s mission and purpose guide planning and decision-making, and explains the organization’s reason for being to both internal and external stakeholders. The board should periodically review its mission as part of strategic planning process.
(2) Select the Executive Director: The board has a responsibility to select the Executive Director and to provide a working environment that ensures the success of the Executive.
(3) Support and evaluate the Executive Director: The board provides moral, professional, and substantive support to the Executive Director. The board should be aware of temporary personal issues that may arise that impede an Executive’s ability to fulfill their duty, and should work with the Executive during these times to assure continuity of the organization.
(4) Ensure effective organizational planning: board members are expected to participate in planning processes, and to help implement the goals and objectives of the plan. This role includes securing resources necessary to run programs and services.
(5) Ensure adequate resources: It is the board’s responsibility to assure adequate resources for the organization to fulfill its mission. The Executive Director or Director of Development may be the chief fund raiser, but the Board must align fund-raising capacity to the planned strategies and initiatives of the organization.
(6) Manage resources effectively: Board members are legally the trustees of an organization’s assets and income, and have the responsibility to manage these resources. Board members must act reasonably and in good faith with regard to stewarding assets, with the interests of the organization front and center. Boards assist in developing the annual budget, and ensure that proper financial oversight is in place.
(7) Monitor and strengthen programs and services: Along with setting the strategic direction for the organization, the board must align programs and services with mission and purpose. Monitoring and oversight is meant to determine a program’s effectiveness. This is balanced with the staff’s responsibility to creatively identify, develop, and implement programs and services.
(8) Enhance the organization’s public image: Board members serve as ambassadors of the organization. They must be able to clearly articulate the organization’s mission, accomplishments, and goals to the public. Additionally, in serving as ambassadors, board members garner support for the organization from the community.
(9) Build a competent board and assess its own performance: Boards fluctuate in membership, and it is the duty of the board to assure its own continuity and continued excellent performance. Existing board members must see as their duty the recruitment, orientation, and mentorship of new board members. Strong boards have documents that specify the requirements of board service, and mechanisms in place to evaluate board performance.
(10) Ensure legal and ethical integrity: Boards operate according to legal standards and ethical norms. It is the responsibility of the board to know these standards and norms, and to assume responsibility for adhering to specified standards.
Adapted from BoardSource, Roles and Responsibilities (Ten Basic Responsibilities of Nonprofit Boards)
Quick resource: BoardSource, Board Roles and Responsibilities Checklist
Orientation for New Board Members
Boards assure their own continuity through recruitment and on-boarding of new board members. Some people come to Boards with previous experience and understanding of how Boards function. Others come with no prior experience and learn through observation of the process. A key responsibility for Boards is to identify ways to build the skill sets of members to assure excellence in board functioning. Many Boards make a commitment to provide new members with orientation, mentorship, and training.
In order to govern effectively, new board members require a deep understanding of the organization’s history, programs, philosophy, and policies. Board orientation—and provision of a board handbook—is one step toward building a stronger board. Orientation is a way for all Board members—new and veteran—to get to know one another, and to refresh the collective understanding about how the organization operates.
Elements of a board orientation can include the following topics (the bulleted list provides documents that should be shared in a Board handbook or electronic folder):
(1) Introduction to the history of the organization and statement of values.
Board members gain an understanding of important past programs and events.
- Brochures, newsletters
- Press articles
- Bios for current board members and key staff
(2) Review of the strategic direction of the organization.
Board members learn the organization’s mission, purpose, goals, policies, programs, services, strengths, and needs
- Current Strategic plan
- Any other statements that clarify strategic framework or theory of change
(3) Training in how to read organization’s financial statements.
Board members come to understand the budget and financial standing, and are prepared to critically review financial statements.
- Annual reports
- Last three Form 990s
- Organizational budget
- Financial statement
(4) Introduction to key staff members and review of the organizational structure.
Board members become familiarized with staff and committee structure, and review bylaws and other organizing documents.
- Bylaws, certificate of incorporation
- Determination letter from IRS, certificate of tax exemption from the state
- Organizational chart; list of staff positions
- Committee job descriptions
(5) Board Roles and Individual Board member responsibilities.
Board members receive clarification about their role, including expectations regarding time, skills, financial contributions, and connections.
- Board member letter of agreement
- Conflict of interest policy
- Board member job position description and expectations
- Recent board meeting minutes
- Summary of Directors’ and Officers’ insurance coverage
(6) Board Operations: committees, task forces, and organization policies.
Beyond individual roles, Board members learn of policies and procedures of the board and committees.
- Schedule of board and committee meetings
- Full board roster and committee roster
- Policies: review of the CEO compensation; travel reimbursement policy; whistleblower policy
Orientation is the first step to educating board members about their role and the issues that the nonprofit addresses. Most Board members will benefit from additional opportunities for training about governance functions. And most nonprofit organizations continuously engage Board members in strategic discussions for continuous improvement.
* This article was adapted from materials from BoardSource and the Nonprofit Board Resource Center.
Resources
Notes and Resources on Partnerships, Collaborations, and Mergers
1) Possible Legal structures (from the Nonprofit Law Blog)
- Written Contract: enforceable agreement with another party. Written contract stating each party’s obligations and promises. Term of the agreement.
- MOU (memorandum of understanding): where parties don’t want an enforceable agreement. Be careful of the wording so as not to be legally-binding.
- Service agreement: one party provides services to another party in exchange for money or some other form of consideration.
- Mutual service agreement: each party commits to performing services, either toward a common class of beneficiaries or toward each other, without a transfer of money.
- License agreement: provides for one party’s right to use certain intellectual property of another party.
- Resource sharing agreement: sharing of office space, equipment, employees. Can trigger issues involving leases, insurance, licenses, permits, employees, and independent contractors.
- Fiscally-Sponsored Collaborative: fiscal sponsor owns and is responsible for one specific project, but the parties assign individuals to collectively serve as the steering committee to the project.
- Partnership: deep collaboration on one particular program, owned by both parties.
- Cross-sector joint venture: nonprofit in partnership with a for-profit, to take advantage of expertise and opportunities such as access to capital.
- Merger: Surviving corporation inherits assets of the disappearing corporation and its liabilities and obligations.
Local Resource: Law & Entrepreneurship Clinic, UW-Madison School of Business
2) Standards of Excellence for strategic partnerships (from The Arc)
3) Factors that make collaborations work (from the Foundation Center)
- Start small to set up a stable foundation for partnership work
- Talk … a lot! A partnership is a relationship. Be transparent.
- Set boundaries.
- Share resources, assets, connections.
- Go on a journey with your partners.
4) Developing a contract or written agreement for your nonprofit collaboration (from the Foundation Center)
5) Planning for Strategic Alliances (from Bridgespan)
Board Committees
Flexing Your Board Committees to Work for You
Committees are a practical and efficient way to manage the work of the board. Standard practice has been for an organization’s bylaws to specify standing committees and their roles. The most common standing board committees are executive, finance, development, and governance (see the article from BoardSource). Additional ad hoc committees or task forces can be formed when there are specific needs to address. Committees, if streamlined, active, and defined, can make board work easier and provide a way to get all board members active, and to take advantage of board members’ skills.
With change happening faster than ever, Boards need their committees to be able to flex so they can respond to issues as they occur or emerge. Committee structure should be evaluated every year or two to examine if existing committees still have significant and important work left to do. If the answer is no, then disband that committee and evaluate if other emerging strategic issues need a committee or work group (for short-term or special projects) to help focus efforts and implementation.
The easiest way to keep the committee structure simple and flexible is to limit the number of standing committees to the bare minimum and supplement these with a few less permanent work groups. Give each work group a written purpose and objectives. Create ground rules and determine the lines of communication on how committees and work groups will work with the board.
Some boards use ZERO-Based Committee Structure where the board starts each year (or every two years) with a clean slate of NO committees. Then at the beginning of the year, the board determines its organizational strategy and priorities. The board then establishes its committees and work groups based on its current needs. These groups are formed with the understanding that the group will disband once its objective is met or when the board decides the group should disband at its next annual review of committees.
Below are 12 questions to help you assess…
ARE YOUR BOARD COMMITTEES WORKING WELL?
- Do your board members feel their participation in committees provides them with a way to contribute to the board’s work and use their expertise that regular meetings do not?
- Are committee assignments distributed evenly across the board so that every member has a chance to be involved?
- Do your board committees foster board-staff interaction and cooperation and deepen the board’s understanding of the issues that have an impact your organization?
- Do all of your work groups have an objective? A life span?
- Are any of your board members confused about your committees’ roles?
- Are any of your committees duplicating another committee’s work or the staff’s work?
- Has a standing committee that had important work to do in the past now completed its objective and taken on work that may not have been sanctioned by the board to occupy its time?
- Does your board have so many committees that your board members are being stretched thin and having to attend too many meetings?
- Are there committees that are too large or too small to be effective?
- Are there standing committees that could be turned into task forces with a specific objective to be accomplished within a specific time frame?
- Are your board committees focused on policy and strategic work? Or are they involved in operations, which is usually the staff’s responsibility?
- If you have an executive committee, are all board members comfortable with the role it is playing? Does anyone feel the committee is acting in place of the board? Adapted from: Board Source.org 2016.
