What is a Board of Directors?
Why should you maintain a strong Board?
How do you maintain an effective Board of Directors?
Boards are everywhere. If you're reading this Tool Box section, you're probably on a Board, or you are at least aware of some direct influence Boards have on your life. (Maybe you're a member of an organization whose Board members you help choose.)
But even when we're not aware of it, Boards affect our lives in many ways. The schools our children go to, the bank we ask for a loan, the organization that shelters the homeless -- all generally have Boards, or some similar ruling body, that decide the criteria for who they will help, and in what ways they will help them.
And yet, Boards get tired. Board members get tired, or left out of the loop, or frustrated with the ineffectiveness of the Board they serve on. Boards make poor decisions or no decisions at all. Old members leave; new ones replace them, sometimes with an inadequate or incorrect understanding of how the Board works.
The question we will attempt to answer in the following pages is, "How can we make sure that doesn't happen?" We will lay out some tried and true methods for maintaining an effective Board over the lifetime of an organization.
We'll start by briefly defining a Board of Directors, then move on to some of the reasons (some obvious, some less so) to maintain a strong Board. From there, we 'll go to the meat and potatoes of the section, and talk about specific things you can do to maintain a Board. As we do in other Tool Box sections, we'll round out the section with resources you might want to check out, as well as an interview with a current Board president and her thoughts on the matter.
Ready? Let's go!
What is a Board of Directors?
A Board of Directors is many things. It is often a watchdog; a cheerleader; a manager; a planner, and a communicator, all at the same time. The Board of an organization is the group that is above all responsible for making sure that the organization's mission continues to be carried out, and that the organization never strays very far from its true focus. It's also, generally speaking, the entity that's legally responsible for the organization.
Of course, there are many types of governing bodies. Some organizations call the group that governs them a Steering Committee, an Executive Committee, a planning group, Trustees, or something else. However, the material in this section should apply to most any governing body with whom your organization works.
Why should you maintain a strong Board?
Maintaining a Board is an ongoing task, and it's not always an easy one. All of us have seen Boards as they wax and wane, becoming more or less effective as the years progress. Sometimes, they can cause real problems for the organization they wish to serve. Developing a system with specific procedures to maintain a strong Board of Directors, regardless of the personalities on that Board at any given moment, has many advantages:
- It ensures that the mission of the organization will continue to be well-understood by those who are in a position to further it
- It helps to pave a smoother relationship between paid staff members and the Board
- It helps to keep the Board from getting into legal problems; and helps to extricate it if it does
- It paves the way for easier fundraising for the organization
- It helps ensure a steady supply of new (and motivated and effective) Board members, the lifeblood of most nonprofit and small community organizations
How do you maintain an effective Board of Directors?
Develop a system to assist Board members in understanding the Board and their roles on it
At a minimum, this includes:
- Making sure Board members have a clear, written understanding of the way things are and why. This generally includes giving members copies of the constitution or bylaws of the organization, its policies, and minutes of Board meetings. One simple, helpful way to do this is to provide all of this in a Board member manual that's designed in a loose-leaf notebook. That way, pages can easily be added or replaced.
- Furnishing clear job descriptions for members. When new members come on board, they should know exactly what they've signed on for before they say yes. This includes time commitment, what kind of fundraising they will be expected to do, and so on. Sometimes a new member may be asked to sign off on a brief statement of roles and responsibilities before formally joining the Board, to make sure that she is clear on what's involved.
Whatever way your organization might choose to do it, this material should serve as an orientation for new members, over and above any more formal or oral orientation they might receive later on.
You might also consider giving some of this information out before a member is formally invited to join the Board, to help them understand exactly what they are getting themselves into. It can also give them an out if there is a mismatch between what is expected and what the potential Board member can deliver.
Design a process for welcoming, training, and mentoring new members
It is important that once members join the Board, your organization has clear guidelines for helping them understand and fulfill their role.
Maintain a healthy, effective relationship with paid staff
There are several good ways to do this, including:
- Inviting staff members (and even interested volunteers) to meetings. In many or even most organizations, the Executive Director or key staff person attends Board meetings as a matter of course. However, it's often worthwhile for staff members to attend meetings as well. In some organizations, staff and volunteers give regular presentations at Board meetings. These can serve to update Board members on the immediate needs, progress, and opportunities available to the organization.
- Making sure the staff is getting the support they need. Board members should regularly ask the Executive Director what would be helpful in getting things done. They can also ask other staff members, who might be less willing to approach the Board. And finally, visit the organization, with an eye towards what else could help things be more comfortable, more efficient, and just all around nicer for the people working in and helped by the organization every day.
- Creating other opportunities for the Board to better understand the work done by staff members. For example, Board members might tour the organization's facilities during normal working hours; or they might help staff a booth at a local festival.
Of course, all of this isn't a one-sided event. The Executive Director, in particular, is often informally or formally responsible for maintaining a healthy and effective relationship with the Board. Both sides need to do their part to ensure the best association possible.
Hold effective meetings
All of us have been frustrated by unproductive meetings, as well as pleasantly surprised by how well a different meeting went. Holding effective meetings is an art that is critical to effective Board maintenance.
- Have set, understood rules to give structure to meetings. For example, many Board members swear by Robert's Rules of Order. Having these rules allow you to keep members on task without creating hard feelings.
Of course, not all Boards follow Robert's, and some deliberately choose not to. They may see those rules as too formal and limiting. They may develop their own operating procedures, procedures that work for them. But for any Board, the key point is to have set, understood rules.
The following suggestions come from The Board Cafe:
- Try an unconventional place to meet as part of "stealth board education." If you're on the Board of a performing arts organization, why not meet on stage once a year? If you're on the board of an independent school, try holding a meeting in the science lab or the school library. A food bank? Try having a meeting in the middle of the warehouse.
- Make sure members (especially new members) have the opportunity to get to know one another. After all, that's one of the main reasons we all joined the boards we did! Name tags can be helpful when there are new members present, and snacks before or after every meeting are always appreciated. You might even ask the meeting chair to add to one of the agendas that you'll be buying the first round of drinks for Board members who join you after the meeting!
- Work with the executive director to put together a readable, relevant, interesting Board packet that goes out to Board members at least a week ahead of the meeting.
- Bring in experts to lead discussions on different topics.
- Finally, make sure everyone says something during the meeting. If you're chairing, invite quiet board members to speak by asking them directly for their opinions on the topic at hand, or through encouragement in a private conversation. You can also encourage others to speak without putting direct pressure on them by saying something like, "Any other thoughts on this?" (Looking around the room) "Sylvester? Natasha?"
- Be sure to find a balance between bigger issues and the day-to-day work of the organization. Take time to report on the institution's work. (This is often done by the Executive Director or other staff members.) It's easy to forget and fall into the habit of only dealing with "bigger" issues - that's important, but you need to stay grounded.
On the other hand, the opposite situation may also occur -- Board members' time gets taken up with the nitty-gritty stuff, and the larger issues go unaddressed. The Board must find a balance between dealing with the immediate and concrete, and the longer-term and more general. Sometimes this can't be done well in a given meeting, or even in meetings in general, so some of it can and perhaps should be done "off line" in smaller task groups.
Maintain a sensible work level for Board members
The idea here is that each Board member should have something to do; this should be part of the up-front expectation. If there is nothing for a Board member to do, he's less likely to feel effective, to stay committed, and to stick around. Of course, if there is too much to do, the Board member is also likely to look for an exit. It's a question of balance, of finding something for each member to do, but not too much. Trying to maintain this balance can be a staff responsibility, the responsibility of the Chair of the Board or other officers, or it can be jointly shared.
Develop a policy for dealing with urgent (and not so urgent) matters between meetings
This is the "between the lines" work -- the work that goes on between meetings, which often makes up much or even most of the organization's work. This includes committee and task group work, informal contacts, and so on. There are many different ways to do this. A couple of popular ways to help do so often include:
- Phone trees -- these are especially helpful for small, local Boards
- Communication by e-mail can be a lifesaver for larger groups that are spread out geographically
- Having a designated "point person" who distributes information to everyone
- Developing a small internal newsletter to be sent out to Board members regularly or as needed
Sometimes these are staff responsibility, other times that of the Chair or an Executive committee -- but in any case, it's important to have such policies.
On many Boards, the Executive Committee -- usually the officers, often joined by committee chairs -- handles any between-meeting emergencies or crises. When something arises that calls for a Board vote, however, the Board should have a procedure for contacting and polling members that satisfies any legal requirements and conforms to the organization's bylaws. All Board members should be aware of this procedure -- through the Board handbook or other Board information -- and it should be spelled out in the bylaws as well, so that any votes taken between meetings will be legitimate.
Define terms of membership
Developing terms of membership is a broad topic, under which your Board will need to answer a short list of questions of what's best for your group. These questions include:
How will you choose your officers?
Every Board will do this differently; try to find a system that works for you. One Board we know elects its presidents for three years: one year as president-elect, a second year as president, and a third year as the outgoing president. Other Boards have formal policies, or informal understandings, where the vice-chair one year becomes the chair the next time around. In both instances, these policies help the Board maintain a strong sense of continuity of leadership.
Will your Board be staggered?
As for the larger Board, the terms can be of uniform length, but staggered so that a constant percent of Board members complete their terms in a given year. (Half, if it's a two-year term.) This system can help maintain a healthy duality of experience and fresh ideas.
Probably the most common way of staggering terms is by using three groups and three-year terms.This way, there are never fewer than 2/3 experienced members on the Board. Obviously, this makes no sense for a small Board say, fewer than about 12. But for Boards larger than that, it can really help with both continuity and effectiveness.
With a brand new Board, this can be set up by giving members different lengths of terms. For example, half the members might be given two-year terms, and the other half one-year terms. This sets up the staggered process; it can be done by lot.
Will your Board have term limits?
All Boards have the additional choice of whether members and officers who have completed their terms can run again, or whether it wishes to impose term limits.
How will you ensure a diverse membership?
Whatever type of organization your Board represents, it will be important to ensure that Board membership remains diverse. This diversity can and generally should represent a wide continuum: racial, geographic, religious, socioeconomic, and so on. It's especially important that the Board continuously represents the people it tries to help.
It's important to remember, though, that in some cases you might want people on your Board who have no or very little experience dealing with this type of group. These people may very well need special or extra training for program participants or others. They may feel (rightly, in many cases) that they have no idea what's going on, and don't see how they can contribute. Sometimes they have difficulty reading and understanding Board communications minutes, plans, etc. They need not only training, but a lot of support --perhaps a mentor from among the other Board members -- in order to learn how to function on the Board and give it the advantage of their experience and point of view.
Some Boards have a Nominating Committee (either formal or informal) whose charge it is to be on the lookout for new Board members, with various predetermined skills and appropriate diversity. The Nominating Committee may also have the responsibility of contacting prospective Board members in advance and sounding them out.
The general idea here is always to have potential new members in the pipeline. The leadership ought to be thinking in multiple time periods -- present and future, and maybe also past -- and to be doing so in parallel.
Be aware of state and national laws that will affect the Board and the organization
Depending on where you are and what you are doing, there are many different laws that will determine, at least in part, what you can or cannot do. One example is personal liability of Board members -- can individual Board members be sued for something the Board or organization does? In at least some places, the answer is yes. Or if your organization decides to raise money by selling raffle tickets (or cookbooks or brownies or T-shirts or anything else), how do you, as an officially designated 501(c)(3) organization, deal with that? And so on.
It's often a very good idea to have a lawyer or someone else who is very familiar with nonprofit law as a Board member to help answer these questions.
One thing is certain: you want to know the rules before you play the game. It is always the Board's responsibility to keep staff abreast of laws and regulations, not the other way around.
Develop and maintain a conflict-of-interest policy
This should be a standard part of a packet given to new members. All Board members and executive staff should review the policy when they start their roles with the organization. It is also common practice to sign a paper that acknowledges that they have read and will comply with the policy.
Organize an annual retreat
This can be informal or formal; it may just be an annual, longer-than-usual meeting with the purpose of planning for the year ahead. It's important to have a regular block of time set aside for looking at the "big picture."
At these retreats, ask the Board to decide the year's agenda. Also, offer Board members the opportunity to say what organizational programs or community issues they would like to learn more about over the coming year, and add these items to the agendas of upcoming meetings.
Finally, this time can and should also be a time for members to evaluate (at least informally) the Board's work over the past year, and what changes they believe should occur in the coming year. Evaluation of what's already happened should always be the first step in planning ahead.
Have regular (if infrequent) formal evaluations
Along with the more casual evaluations we suggest be built into annual retreats, we suggest a formal evaluation every two to four years. This can be a good time to discuss how things are going both among the Board (are our meetings as effective as they could be?) as well as with the organization the Board serves. These evaluations can also be a time to look at the organization's by-laws, and make sure they are still in keeping with the organizations needs, or if they should be modified.
A Board is more likely to be maintained if it is getting something done (which in turn depends on structure, leadership, etc.) But the social relationships, and the good feelings that come from them, are at least as important. People will come to Board meetings, and work hard for the Board, when they feel they are being valued and that they like the others who are there -- when they are doing something that is both productive and fun.
It's easy for many of us to be very task-oriented: to want to start something, see it through to completion, congratulate ourselves, and move on. Unfortunately, Board maintenance isn't like that: it's constant work (and constant fun); but in any case, the job's not done until the Board dissolves.
Because of this, however, it offers continuous opportunities for growth and learning. And by maintaining an effective Board, you are well on your way to a highly effective organization that really is able to reach your goals.
The Board Cafe is an electronic newsletter for members of nonprofit boards of directors.
The Minnesota Council for Nonprofits has lots of resources, including a model of Responsibilities and Position Descriptions for Nonprofit Board Members.
The National Center for Nonprofit Boards provides lots of links, resources of various kinds, FAQ's, etc.
Nonprofit G.E.N.I.E. (Support Centers of America) links to topics of interest to nonprofits, including Board management.
Carver, J., (1990). Boards that make a difference. San Francisco: Jossey-Bass.
Carver, J. (1997). Boards that make a difference: A new design for leadership in nonprofit and public organizations. San Francisco: Jossey-Bass.
Houle, C. (1997). Governing boards. San Francisco: Jossey-Bass.
Marinelle, F. (July-August, 1998). Encouraging visionary board leadership. Nonprofit world, vol 16.
Nonprofit Board Resource Catalog. Available from the National Center for Nonprofit Boards, Suite 510, 2000 L St.,Washington, DC 20036-4907 ; Telephone 800-883-6262 or 202-452-6262 ; Email: email@example.com; Online at http://www.ncnb.org
Roth, S. (August, 1998). "How does your Board measure up?" Grassroots Funding Journal, vol. 17.
Stoesz, E. & Raber, C. (1994). Doing good better! How to be an effective board member of a nonprofit organization. Intercourse, PA: Good Books.
Wood, M. (1995). Nonprofit Boards and leadership: Cases on governance, change, and board-staff dynamics. San Francisco: Jossey-Bass.