Working with Your Board:
Challenges and Opportunities
Prepared for St. Agatha Family Empowerment
April 17, 2008
Valerie F. Leonard
Community Development Consultant
[Link]
What We Will Cover
Building Your Team
Tips for Keeping Good Board Members
Roles and Responsibilities
Stages in a nonprofit board’s life cycle
Types of Boards
Transitioning from Working Board to a
Governing Board
Common problems associated with boards
Valerie F. Leonard
Community Development Consultant
[Link]
Building Your Team
Organizational Fit
Core values are consistent with the
organization’s
Ability to buy into the mission, goals and
objectives of the organization
Building Your Team
Commitment
Willingness to fulfill obligations of being a board
member
Ability to attend meetings and do the “homework”
between meetings
Willing and able to make a financial contribution,
whether small or large
Demonstrated ability and willingness to leverage
contacts and resources to the benefit of the
organization
Building Your Team
Examplesof people who might make good
board members
Recently retired people
Clients who are familiar with the services
Engaged community residents
Local media people
Academics
Executives on loan, or who come recommended by
civic or professional associations
Building Your Team
Diversity
Complimentary skill sets
Legal
Financial
Program Development
Marketing
Varied backgrounds
Race
Ethnicity
Profession
Differing perspectives
Building Your Team
Thingsto avoid when recruiting board members
Selecting board members based on friendship
Selecting family members unless the organization is
intended to be a family-run foundation
Allowing prominent people to come onto the board with
the understanding that they won’t be able to make
meetings
Approaching your “dream” candidates while your
organization is still in developmental stages (unless the
other board members are equally prestigious)
Invitingsomeone to come onto the board solely because
of name recognition
Tips for Keeping Good Board
Members
Provide each new member with a board
book
Mission
Budget
Strategic Plan
Articles of Incorporation
Funding Application
Annual Report
Descriptions for Members, Officers and
Committees
Tips for Keeping Good Board
Members
Contact Information for Board and Staff
Organization Chart
Bylaws
Letter of Determination
Board Policies and Procedures
Board Minutes
Tips for Keeping Good Board
Members
Consider asking prospective recruits
to serve in an advisory capacity
before extending an offer of full
membership
Require new board members to
participate in orientation
Tips for Keeping Good Board
Members
Plan activities for ongoing development
Organize a Board Development
Committee to train new board members,
monitor attendance and evaluate
participation and fit within their roles
Give Board members specific projects tied
to goals and achievements
Keep board meetings productive and
interesting
Tips for Keeping Good Board
Members
Strictly enforce attendance rules
Only re-elect Board members who
have fulfilled their duties
Follow up with Board members who
have missed meetings
Thank Board members for their
involvement Chicago style—early
and often
The Importance of Bylaws
Bylaws
Include provisions governing the internal
policies and procedures of the
organization
Legal requirement
Each state has a minimum standard of the
contents of the bylaws
The Importance of Bylaws
Typically, by law, the Executive
Committee has all of the power and
authority of the full Board with the
following exceptions:
Cannot fill board vacancies
Cannot adopt, amend or repeal bylaws
Cannot have powers that are inconsistent
with resolutions passed by the Board
The Importance of Bylaws
Tips:
Make sure the bylaws are in compliance with
current state law, yet serve the organization’s
desires to operate in an efficient manner
Give special attention to the more important
bylaw provisions, such as quorum requirements,
succession of officers, powers of the Executive
Committee and voting rules.
Sample Board Structure
Working Board-No Staff
Board of Directors
Advisory Board
Executive CommitteeProgram Committee Membership Board Development Fundraising
President
Vice President
Advisory Board committees typically
Secretary
report to Board of Directors through
Treasurer its various committees.
Finance Committee
Sample Organizational Structure-
Board With Staff
Board of Directors
Advisory Board
Executive Director
Finance Human Resources Marketing Membership Programs Fundraising
Chart depicts typical functions, as opposed to
specific programs, people or departments
Roles and Responsibilities
Legal-Duty of Care
Board members are legally required to act with
reasonable care while making decisions and
taking action on the organization’s behalf.
While making decisions, board members should
Be informed of alternatives that could
impact the outcomes
Evaluate pros and cons
Strive to minimize risk to the organization
Roles and Responsibilities
Legal-Duty of Loyalty (fiduciary)
Board members are required to put the
interests of the organizations ahead of their own
No self dealing
Example, a board member voting to
rent an office space in a building s/he
owns
No conflicts of interest
Example, a board member sitting on
the boards of two organizations
pursuing the same funding source
Roles and Responsibilities
Board Roles vs. Staff Roles
Board
Governs the organization and sets strategic
direction
Staff
Manages day to day operations
Board Activities
Typical Board Activities
Setting strategic direction
Outlining programs and evaluating outcomes
Approving budgets and monitoring financial condition
Establishing and managing committees
Hiring and managing the executive director
Serving as ambassadors of the nonprofit to the public
Leading and helping fundraising efforts
Board Officers
President
VicePresident
Secretary
Treasurer
Board Officers
President
Presides over meetings and sets agenda
Appoints committees
Manages the Executive Director
Serves as the spokesperson for the
organization
Board Officers
Vice President
Fills
in for the President in his/her absence
Assumes role of President if the role
becomes vacant
Board Officers
Treasurer
Keeps track of nonprofit’s funds
Handles bank transactions
Signs Checks or Co-signs with President
Prepares financial reports to the board and
regulatory agencies
Manages the finance and budget committee
Managing the Board
Number of Directors
Determined by the type of work the
organization does, its constituency and
geographic focus
Smaller organizations tend to have a board
membership of 5-9
Larger organizations tend to have a range
of 17-25 members
Managing the Board
Terms and Term Limits
The terms and term limits (if applicable) should be
spelled out in the organization’s by-laws
Advantages to term limits
Keeps the organization leadership “fresh”
Encourages a sense of urgency to complete
initiatives
Disadvantages to term limits
Leadership continuity could be interrupted
Managing the Board
Best Practices
Develop written descriptions for each office,
member and committee head
Create work plans to carry out goals and objectives
Develop performance expectations and removal
policies and enforce them
Establish a board development committee for
ongoing training and management
Effective Board Meetings
Meet regularly, as prescribed by by-
laws
Invite Staff and outsiders where
appropriate
Give notice of meetings as prescribed
by by-laws
Draft an agenda and stick to it
Board Life Cycle
Organizing Board
Governing Board
Institutional Board
Source: Carter McNamara, PhD, Field Guide to Developing and Operating Your Nonprofit Board
Valerie F. Leonard
Community Development Consultant
[Link]
Two Major Types of
Organizing Boards
Organizing Boards that Follow the Leader
Usually small
Often homogeneous, and tend to be close associates of the
leader
Members join to support the leader (usually the founder), who
tends to be very passionate about a cause
Board meetings tend to be informal
Organizing Boards that Lead or Control the Organization
Usually small group of “willing workers” working cooperatively
for a cause
Often homogeneous, and tend to be close knit group with
similar mindsets
Members tend to have strong sense of ownership
Board meetings tend to be informal
All members tend to participate in fundraising
Group typically grows faster than the Follow the Leader Boards
Valerie F. Leonard
Community Development Consultant
[Link]
Organizing Boards
Common Issues-Follow the Leader
“Founder’s Syndrome”
Founding leader tends to be autocratic, and not
always open to other’s opinions
Difficult to get work done effectively
Members tend to not be task-oriented
Typically selected based upon relationship with the
leader, rather than skill or passion for the
organization
Members tend to rubber stamp decisions made
by the leader
Members usually do not participate in
fundraising
Valerie F. Leonard
Community Development Consultant
[Link]
Organizing Board
Common Issues-Boards that Lead
Blurring of lines between board and staff roles and
responsibilities
Board members often serve as staff volunteers
Role of governing organization and supervising the Executive
Director
As staff volunteers, the Executive Director supervises the work
that Board members perform
Typically delay hiring decisions
Members may feel that hiring staff may somehow take away from
their tasks
Members may want the jobs themselves, but are reluctant to make
a choice for fear of causing friction within the board
Members are reluctant to share their power with staff
Valerie F. Leonard
Community Development Consultant
[Link]
Transitioning to a
Volunteer Governing Board
Need to Develop Board to Accommodate Growth
Bring on new board members with additional skill sets and
resources (ie, fundraising, program development, legal,
financial)
More formalized structure (ie, more committees and work
groups)
More formalized systems (ie., strategic planning, budgeting
and program evaluation)
Need to Clarify Roles of Board and Staff
Members of a Follow the Leader Board may have difficulty
taking ownership of new tasks
Members of the Board that Leads may have difficulty
delegating or relinquishing responsibilities for staff functions
Staff from organizations with either type of board may resent
board members being “hands on”
Valerie F. Leonard
Community Development Consultant
[Link]
Challenges of Transitioning to a
Volunteer Governing Board
Change Management
Managing cultural change brought about by bringing on new
people and systems while remaining true to mission
Board turnover
Entrenchment of “old ideas” versus “fresh ideas”
Establishing trusting relationships between “old guard” and
new members
Making sure all board members remain actively engaged
Making sure programs remain relevant to the community and
potential funders
Tools:
Strategic planning, board recruitment and orientation
package, board development committee, job descriptions,
Valerie F. Leonard
Community Development Consultant
[Link]
Challenges of Transitioning to a
Volunteer Governing Board Con’t
Communication
Hidden Agendas
Conflicts that arise because one member makes controversial
public statements while representing the organization
Tools:
Open and honest communication, disclosure statements,
communication and media policies
Board Operations
Getting “stuck” on “Old Business”
Recruiting and retaining good board members
Tools:
Consent agendas, board recruitment and orientation
packages, nominating and/or board development committee,
board evaluation forms
Valerie F. Leonard
Community Development Consultant
[Link]
Challenges of Transitioning to a
Volunteer Governing Board Con’t
Ethics
Conflicts of interest
Engagement in partisan political activities
Pressure to hire friends, relatives of board members or
associates of funders and others with influence
Tools:
Conflict of interest policies, statement of ethics, by-laws,
policies on political activities, personnel policies and procedures
Fundraising
Difficulty in getting board members to participate in fundraising
Tools:
Board orientation and packet, board job description, articles
in by-laws, fundraising policies and procedures
Valerie F. Leonard
Community Development Consultant
[Link]
Challenges of Transitioning to a
Volunteer Governing Board Con’t
Financial Management
Lack of financial accountability
Difficulties with regulatory compliance
Tools:
Financial policies and procedures, creation of finance and budget
committee
Valerie F. Leonard
Community Development Consultant
[Link]
Policy Governing Board
Board Chairman and Executive Director
begin to be seen more as a joint
leadership team
Board members begin to become less
involved in day to day operating activities
Assume more responsibility for
governance
Set strategic direction
Financial oversight
Program evaluation
Valerie F. Leonard
Community Development Consultant
[Link]
Institutional Board
Organization is very mature
All systems in place to run the
organization in an efficient manner
Usually larger than the typical board and
often includes prominent civic leaders
Major focus is to raise money for the
organization
Delegates many of the governance
functions to an Executive or Management
Committee
Valerie F. Leonard
Community Development Consultant
[Link]