Chapter 9. Developing an Organizational Structure for the Initiative | Community Tool Box

• What is organizational structure?

• Why should you develop a structure for your organization?

• When should you develop a structure for your organization?

 

 

What is organizational structure?

By structure, we mean the framework around which a group is organized and coordinated. Organizational structure helps clarify how the organization works: how people become involved, how leadership and governance are established, how decisions are made, how responsibilities are distributed, how information is shared, and how people are held accountable for the roles they accept.

Structure may be highly formal, with written bylaws, defined positions, committees, and reporting relationships, or relatively informal, with responsibilities shared among a small group. Most organizations fall somewhere between these extremes, and their structure may change as their purpose, size, responsibilities, staffing, and community relationships change.

Why should you develop a structure for your organization?

• Structure gives members clear guidelines for how to proceed. A clearly established structure helps people understand their responsibilities, how decisions are made, where authority lies, how information is shared, and how disagreements or concerns can be addressed.
• Structure can strengthen connection and shared responsibility. It helps participants understand how their work fits into the organization's larger purpose and how different roles contribute to common goals.
• Every organization develops some form of structure. Even groups that describe themselves as informal will develop patterns of leadership, decision-making, communication, and work. When those patterns remain unstated, authority and expectations can become unclear. Making important parts of the structure explicit can improve transparency, accountability, and participation.
• Structure can help an organization meet legal, ethical, and financial responsibilities. Incorporated nonprofits, organizations with paid staff, and groups managing grants, contracts, confidential information, or significant resources may need formal governance, financial controls, conflict-of-interest procedures, and other policies.

When should you develop a structure for your organization?

It is useful to think about structure early in an organization's development, but structural planning should remain proportionate to the organization's actual needs. A new neighborhood group may need only a few clearly defined responsibilities, while an incorporated nonprofit with employees, grants, programs, and a governing board may need a much more formal structure.

Structural development can occur alongside the organization's other work rather than replacing it. As your group grows, adds staff, assumes new legal or financial responsibilities, expands its geographic reach, or changes its mission or strategies, review whether the existing structure still supports the work effectively.

Elements of Structure

While the best structure for a particular coalition or organization depends on its purpose and circumstances, several basic elements are usually present.

These include:

• Some form of governance and decision-making authority
• Rules, policies, or agreements by which the organization operates
• A distribution of work, responsibilities, and authority
• Communication and accountability processes

Governance

Governance identifies who has authority to make which decisions and how those decision-makers are accountable to the organization's mission and community. Depending on the organization, governance might rest with a board of directors, a membership body, a steering committee, a coordinating council, elected officers, or another formally designated group.

Governance is different from day-to-day management. A governing body may establish mission, strategy, major policies, financial oversight, and executive accountability while delegating routine operations to staff, committees, volunteers, or a chief executive.

Rules by which the organization operates

Another important part of structure is having clear rules, policies, or agreements for how the organization operates. Some may be contained in bylaws or formal policies, while others may be working agreements adopted by a committee or membership group.

Depending on the organization, these may address:

• Membership and participation
• Leadership selection, terms, and succession
• Meeting procedures and decision-making
• Financial oversight and authorization
• Conflicts of interest
• Confidentiality and privacy
• Accessibility and participation accommodations
• Codes of conduct, grievances, or conflict resolution
• Delegation of authority

Informal expectations can be powerful even when they are not written down. Periodically examine whether unwritten rules are creating confusion, concentrating power, or making participation more difficult for some people.

Distribution of work

Every organization also has some distribution of work. Responsibilities may be formal or informal, temporary or ongoing, and carried out by paid staff, volunteers, board members, partner organizations, consultants, or community members.

Roles should be clear enough that people know what they are responsible for, what authority comes with the role, whom they coordinate with, and where to go when they need a decision or additional support. Work should also be distributed realistically so that the organization does not depend continually on a few people carrying an unsustainable workload.

Several broad functions are important to many groups:

• Envisioning desired changes. The organization needs processes for developing and revisiting a shared vision. This may involve people directly affected by the issue, organizational leaders, community partners, staff, volunteers, and others with relevant perspectives.
• Carrying out community and organizational change. People need responsibility for implementing programs, policies, advocacy, services, outreach, or other work connected with the organization's objectives.
• Planning and coordination. Someone or some group needs to connect the vision with strategies, objectives, action plans, resources, and timelines and help coordinate work across different parts of the organization.
• Supporting the people doing the work. Organizations need systems for obtaining resources, maintaining partnerships, communicating with the community, supporting staff and volunteers, meeting legal and financial responsibilities, and sustaining the work over time.

Common Roles

Every group is different, so the names, authority, and responsibilities attached to particular roles will vary. The terms below describe some common possibilities rather than a required model.

• An initial steering committee is often a temporary group that helps launch an organization or initiative. It may clarify the mission, develop an initial plan, identify resources, recruit participants or governing members, and help establish policies or bylaws when needed. It can dissolve or transition into another governance or coordinating structure once the organization has developed enough to determine what continuing structure is appropriate.
• A coordinating council or coordinating committee helps connect work across the organization. Depending on the authority formally assigned to it, it may coordinate activities, monitor progress, make certain decisions, or recommend changes in objectives and strategies in response to community input and organizational learning.
• An Executive Director, Chief Executive Officer, Project Coordinator, Program Director, or similar staff leader may be responsible for day-to-day operations. In an incorporated nonprofit, the governing board typically establishes the chief executive's responsibilities, provides oversight and evaluation, and delegates appropriate operational authority. The chief executive may supervise staff, coordinate programs and resources, support partnerships, and carry out organizational strategy.
• Task forces are groups formed around a particular issue, objective, or body of work. Some are temporary and dissolve after completing their assignment; others may continue for as long as the issue requires coordinated attention.

For example, a community safety coalition might have several task forces. One could focus on preventing and responding to intimate partner violence, another on youth and school safety, and another on reducing firearm injuries. All three may contribute to the larger mission of improving community safety, but each issue involves different people, systems, evidence, services, policies, and strategies.

The coalition can coordinate common areas of work while allowing each task force to develop approaches suited to the issue it addresses. Preventing intimate partner violence, for example, may involve survivor-centered services, healthy-relationship education, coordinated community response, housing and economic supports, and appropriate legal protections. Youth safety may involve schools, young people, families, mental-health services, violence-prevention programs, and other community partners. Firearm-injury prevention may require still other combinations of education, policy, safe-storage practices, health systems, and community action.

• Action committees work on specific programs, policies, practices, or implementation tasks within the broader goals of the organization or task force.

For example, a task force addressing intimate partner violence might include:

• A policy and coordinated-response committee. Members might include survivors or survivor advocates, public-agency representatives, legal professionals, health professionals, service providers, and others with relevant responsibilities. The committee could improve coordination, review policies, strengthen survivor safety and referral procedures, support appropriate accountability, and identify gaps in prevention or response.
• A services and support committee. Members could help ensure that people experiencing violence can find appropriate shelter, health and mental-health care, legal assistance, economic support, advocacy, and other services. The group might also identify service gaps and improve referral pathways among agencies.
• A communications and prevention committee. Members might include communications staff, educators, advocates, designers, journalists, and community members. The committee could develop accurate public information, prevention messages, digital resources, media outreach, and community education while protecting survivors' privacy and avoiding sensational or stigmatizing communication.

• Support committees help provide resources, systems, or specialized assistance that other parts of the organization need. Examples might include finance, fundraising, communications, governance, technology, evaluation, or volunteer-support committees.
• Community trustees, often called the board of directors or board of trustees, form the governing body of many nonprofit organizations. Board members should understand their legal and fiduciary responsibilities and collectively provide mission oversight, strategic guidance, financial stewardship, executive accountability, and attention to legal and ethical integrity. Board composition should reflect the perspectives, competencies, lived experience, relationships, and governance capacity the organization needs rather than being based primarily on status or prestige.
• Grantmakers and other funders may provide important financial support, but they are generally external stakeholders rather than part of the organization's internal governance structure unless a particular legal or partnership arrangement gives them a formal role. Funders may include foundations, government agencies, corporations, community foundations, and other entities.
• Support organizations are outside organizations that can provide technical assistance, training, evaluation, fiscal sponsorship, technology, legal expertise, or other specialized support.
• Partner organizations are other groups that share responsibilities, goals, populations, geographic areas, or interests with your organization and work collaboratively on some part of the effort.

Your organization may use only a few of these roles, especially at the beginning. Avoid creating committees or titles merely because other organizations have them. Each part of the structure should serve a clear purpose and have responsibilities that people can realistically carry out.

Examples of Structure

So how can all of these pieces be put together? The form a community group takes should be based on what it needs to accomplish, its legal and financial responsibilities, and how people need to work together -- not the other way around. The structures below are examples rather than models every organization should copy. They can and should be adapted to your group's purpose and circumstances.

 A relatively complex structure

Example - The Ste. Genevieve's Children's Coalition

The Ste. Genevieve's Children's Coalition is a relatively large community-based group. It has a coordinating council, a communications committee, and three task forces focused on adolescent sexual and reproductive health, immunization, and child hunger and food security. Each task force has action committees as needed.

For example, the adolescent sexual and reproductive health task force has a schools committee that focuses on accurate, developmentally appropriate health education and on supporting students who are pregnant or parenting so that they can continue their education. A health organizations committee focuses on improving young people's access to appropriate, confidential, youth-friendly health information and services. The communications committee helps provide accurate public information through local and digital media and includes people with communications, journalism, outreach, and design experience.

The coordinating council includes the executive director, appropriate staff or volunteer leaders, the communications committee chair, and representatives of the task forces. A board of directors provides governance, strategic and financial oversight, and accountability for the organization's mission.

In diagram form, a complex organization might look like this:

A medium-sized organization may have fewer committees or layers while still maintaining a clear governing and coordinating structure.

And in diagram form:

 

A small group may need very little hierarchy, but it still benefits from knowing how decisions will be made and who is responsible for particular work. Depending on its purpose, a small group might use consensus, consent, majority vote, delegated decision-making, rotating leadership, or another agreed-upon process.

A diagram of such a small group might look something like this, with each of the circles representing an individual member:

What type of structure should you choose?

First, consider how much formality your organization needs. Formality is not automatically better or worse. A loose structure can support flexibility and quick collaboration, while a more formal structure can clarify authority, protect resources, meet legal obligations, and coordinate complex work.

Conditions that may favor more or less formality in organizational structures
Condition	A looser, less formal structure may work when...	A more formal structure may be useful when...
Purpose and duration	The group has a narrow, temporary purpose or a short-term project	The organization has broad responsibilities or expects to operate for a long time
Legal and financial responsibilities	The group handles little or no money and has few formal legal obligations	The organization is incorporated, holds grants or contracts, owns assets, employs staff, or has significant compliance responsibilities
Prior relationships among members	Participants already have strong working relationships and responsibilities are easy to coordinate	Participants come from many organizations or communities and clearer roles and decision procedures are needed
Complexity of work	The group is responsible for a small number of straightforward tasks	The organization manages multiple programs, sites, committees, partnerships, funding sources, or areas of responsibility
Organization size	The organization is small enough for people to coordinate responsibilities directly	The organization is large enough that explicit reporting, delegation, and communication systems are needed
Paid staff	The organization is entirely volunteer and has few continuing administrative responsibilities	The organization employs staff and needs clear supervision, personnel policies, accountability, and separation between governance and management
Risk and confidentiality	Activities involve relatively low legal, financial, safety, or privacy risk	The organization handles confidential information, significant funds, regulated services, safety-sensitive work, or other substantial risks
Geographic or operational distribution	Members work together regularly in one setting and can coordinate directly	Work is spread across multiple sites, neighborhoods, organizations, or remote/hybrid teams and requires clearer coordination systems
Decision-making needs	Decisions are infrequent, low-risk, and can reasonably be made by the whole group	Decisions occur frequently, involve substantial resources or consequences, or require clearly delegated authority

Organizational structure is usually best developed through deliberate discussion among the people responsible for governing, carrying out, participating in, and being affected by the organization's work. Legal or funder requirements may determine some parts of the structure, but many decisions about roles, authority, participation, and coordination remain for the organization to make.

In your discussions, the following questions may guide your decisions:

• What is your common purpose? How broad is it? Organizations with broad missions and multiple activities may need more differentiated roles than groups formed around a single project.
• What kind of work does your organization do? Advocacy, services, organizing, research, grantmaking, education, mutual aid, and other forms of work may require different arrangements, but none automatically requires either a top-down or shared structure.
• Should your organization be centralized or decentralized? A coalition of independent neighborhood groups may need a networked structure with substantial local autonomy, while an organization responsible for one regulated service may need more centralized operational authority.
• How large is your organization? How large do you expect it to become? Growth may create a need for clearer delegation, communication, supervision, and governance.
• How large and diverse is the community or geographic area in which you work? Does the structure create meaningful ways for different communities, locations, or constituencies to participate?
• How long do you expect the organization to last? A temporary coalition may need only enough structure to coordinate the immediate effort, while an organization expecting to operate for years may need clearer governance, succession, recordkeeping, and financial systems.
• Is the organization entirely volunteer, or are there paid staff? If staff are employed, who supervises them? Which decisions belong to staff, which belong to the chief executive, and which remain with the governing board or membership?
• Should yours be a new organization, or should the work be housed in or linked with an existing structure? Sometimes goals may be better met through a partnership, fiscal sponsor, coalition, program within an existing organization, or another arrangement rather than creating a new independent organization.
• Who has authority to make which decisions? Which decisions require full-board or full-group approval, which can be delegated, and how will people know where decision-making authority lies?
• How will people directly affected by the issue influence the organization? Will they serve on the board, participate in advisory bodies, hold staff or leadership roles, join decision-making processes, or contribute through other meaningful structures?
• How will authority be checked and accountability maintained? Consider financial controls, conflicts of interest, evaluation, grievances, board oversight, transparency, and other safeguards appropriate to the organization.
• How will disagreements be handled? Establish processes for resolving conflict, raising concerns, reviewing decisions, and addressing conduct that conflicts with organizational policies or values.
• How will people participate and communicate? Consider in-person, remote, and hybrid meetings, language access, disability access, technology, documentation, and how information will move among boards, staff, volunteers, committees, partners, and community members.

In Summary

Organizational structure provides the framework for governance, decision-making, responsibilities, accountability, and communication. A useful structure should make it easier for people to understand how the organization works and how their responsibilities connect with its mission.

No single structure works for every organization. The appropriate level of formality and hierarchy depends on the organization's purpose, size, duration, staffing, legal and financial responsibilities, risks, partnerships, and the communities involved. Structure should clarify authority without creating unnecessary bureaucracy and should provide meaningful ways for relevant people -- especially those directly affected by the work -- to participate.

Think about structure early, but continue reviewing it as the organization changes. A structure that works well for a small volunteer group may no longer fit after the group hires staff, accepts grants, expands programs, or takes on new responsibilities. The goal is not to preserve a particular organizational chart; it is to maintain a structure that supports the mission, protects accountability, and helps people work together effectively.

___You have met with other members of the organization to discuss the best structure for your organization

___You have chosen the relative formality your organization will have

___You have chosen your organization's structure, based on your understanding that:

• Structure is the framework around which the group is organized
• Structure gives members clear guidelines for how to proceed
• Structure binds members together
• Structure in any organization is inevitable
• Structure should occur in proportion and parallel with other work the organization is doing

You understand that:

___Three elements of structure are

• Some kind of governance
• Rules by which the organization operates
• Distribution of work

___Four tasks are inherent to community work:

• Envisioning desired changes
• Transforming the community
• Planning for integration
• Supporting the efforts of those working to promote change

___You've established necessary committees or subgroups based on your understanding of common roles in community organizations. These roles can be linked together for small, medium, and larger groups

• A steering committee is the group of people who get things started
• A coordinating council modifies broad, organization-wide objectives and strategies in response to input from individuals or committees
• The executive director often takes the place of or serves at the head of the coordinating council
• Task forces are made up of members who work together around broad objectives
• Action committees are formed by larger organizations to bring about the changes sought by the organization
• Support committees are groups that help ensure that action committees or other individuals will have the resources and opportunities necessary to realize their vision
• Community trustees provide overall support, advice, and resources to organization members
• Grantmakers can be public or private. They offer financial support to organizations
• Support organizations are groups that offer technical assistance
• Partner organizations work on the same issues as your organization

Example: Interview with Brian Dawson, Community Consultant for the Ellis County, KS Community Partnership

CTB: Talk a little about the structural development of a group you have worked with.

Brian Dawson: When I worked in Mitchell County, KS, we were trying to construct a coalition to address substance use issues. There had been a lot of abuse and accidents. People were finally speaking out, saying "enough was enough." There had been a lot of denial from the community. They were not admitting they had a problem until it got to a certain level. A few attempts at addressing the problem were made.

I worked with the community members that were passionate about getting something done. We developed a steering committee. This group became the motivational force behind the developing coalition. These people had a real degree of personal interest and they started working through grass roots efforts to incorporate and recruit people to get involved. Attempts at including key leaders in the community to become part of the coalition were made.

From there, they developed an advisory board that would review information and consider how the group should act and what approach they should take. They wound up applying for a 501(c)(3) status, so they could apply for grant opportunities, funding, and operate under a not-for-profit status. They continually went back to their goals and missions and reevaluated to make sure they were doing what they intended to do, which was impact the problems of substance use.

Over a period of time they had to change or at least keep trying to encourage new people to get on board. You have to keep people interested and dedicated. Just because an accident has occurred doesn't mean you can relax. Prevention needs to be long term and continually working to improve the community.

CTB: Did you find it difficult to get other leaders involved in the organization? 

Brian Dawson: That's a complex question. Yes and no. If they've got an interest in (the issue ) or if they have a political tie, the key leaders may become involved. If the community really wants someone to get involved they do have an influence in numbers. It's important to have people involved that can make change happen such as your mayor, county attorney, a judge, or somebody that's going to give you some leverage for policy changes. You need to have some people that are going to be able to make changes in that community or in your area. Otherwise, you're going to have a tough, uphill battle. So try and approach key leaders, educate them on your efforts, and get them involved at some level so that they can help you out.

CTB: You were talking about using leverage to convince them to join. What kind leverage does a new coalition have?

Statistical information is valuable to persuade attitudes and involvement. The voice of the masses can persuade a political or elected official to join the group, especially if it will help them politically to be involved. The coalition needs to do their homework to best represent the case for support. You've got to have a selling point. And you've got to have the information and the personal touch there that's going to get people involved. Otherwise, you might be just spinning your wheels.

Also, it's important to have a clear vision and mission statement on what your coalition is all about. Coalition members need to be in agreement of the vision and goals. It's okay to have different opinions, but the group on the whole has to want the same outcome.

CTB: Do you think it's more important to have key leaders as members of your initial steering committee, or are they people you want for your board later on?

Brian Dawson: It's not so important, I don't think, to have key leaders on the committee that gets everything started. But once you are established, it's important to have key leaders on the board to give it some weight. If the issues are important for the community, key leaders are typically going to be on the board or have some kind of connection. They wouldn't be in those positions if they weren't there working for the benefit of the community.

A key leader is someone who can influence individuals in your community's schools, government, law enforcement, social services, etc. A key leader's involvement is essential in providing credibility, accessing resources, removing barriers and supporting community prevention efforts.

CTB: Do you have any advice for others working on organizational structure?

Brian Dawson: Really think about what you want to accomplish, develop a vision, and try to develop from there. It's helpful to have an advisory board to steer the coalition, legal counsel is helpful (maybe an attorney can get on the coalition board), by-laws, mission statements, and a consensus from the group to reach certain goals. Define success for your coalition so you will be able to monitor your efforts. You can develop subcommittees to work on the grassroots efforts of recruiting people and funding.

A PowerPoint presentation summarizing the major points in the section.

Adolescent violence, HIV prevention, adult literacy, housing, food access, or any other community issue may reach a point where people decide coordinated action is needed. At that point, you may need to bring together a group to help understand the issue, identify community strengths and priorities, develop possible approaches, and guide an initiative from planning into action. Few complex community issues can be addressed effectively by one person working alone.

But what should that group look like? Who should participate, and where might you connect with them? What authority should the group have? How should it function? What should it actually do? This section will help you think about how to form a group that can help develop and guide an initiative designed to address a community need.

Why would you want to create and gather a group to guide your initiative?

Assembling a group to help guide an organization or initiative in its beginning stages has several advantages over trying to do the same work as an individual:

• It can strengthen credibility, relationships, and shared ownership. When people directly affected by the issue and people from relevant organizations, communities, and sectors have meaningful influence over the work, the initiative is more likely to reflect a broader range of community knowledge and priorities. Diversity by itself does not guarantee community ownership; people also need meaningful roles in discussion and decision-making.
• It allows more ideas and perspectives to come into play. A group can bring together lived experience, professional knowledge, community history, organizational expertise, and different ways of understanding an issue. Sorting through different views may take time, and complete consensus may not always be possible, but the process can lead to better-informed decisions.
• It creates opportunities for mutual learning. Community members, professionals, organizational representatives, and others may know different parts of an issue. For example, people working on adult literacy may understand service systems and research, while adults who have experienced literacy barriers can explain how those barriers affect daily life and which services or approaches are actually useful. Participants can learn from one another and share accurate information through their own networks.
• It gives new organizations and initiatives the benefit of others' experience. Participants may have helped start organizations, managed programs, served on boards or committees, organized community efforts, raised funds, delivered services, advocated for policy change, or lived through earlier efforts addressing the same issue. That experience can help a new initiative identify opportunities and avoid repeating previous mistakes.
• It can broaden relationships, participation, and resources. Group members may have connections with residents, organizations, funders, public agencies, businesses, schools, faith communities, or other networks that can strengthen the initiative. These relationships can help extend outreach and identify possible partners, while still respecting people's choice about whether and how they want to participate.
• It can provide mutual support. Community work can be difficult, particularly when progress is slow or the issue is emotionally demanding. A group can distribute responsibility, provide encouragement, help solve problems, and reduce dependence on one person carrying the initiative alone.

When starting a new organization, the people involved may not yet know what leadership, governance, or operating structure will work best. There may still be substantial groundwork to complete before a permanent structure is established. An initial group can help with tasks such as:

• Clarifying the initial direction of the organization
• Developing a vision and mission through an inclusive process
• Identifying and inviting potential partners and participants
• Creating an action plan
• Clarifying responsibilities and selecting or inviting people to coordinate particular committees, projects, or tasks
• Determining what longer-term governance, advisory, staffing, or coordinating structure the initiative will need

A group can also be useful when an initiative has many responsibilities but little or no paid staff. In some volunteer-led initiatives, a coordinating group may carry out responsibilities that staff would otherwise handle. If that happens, be clear about who has decision-making authority, distinguish governance from day-to-day operations, distribute work realistically, and avoid depending indefinitely on a few volunteers to perform the equivalent of full-time staff roles.

What kinds of groups might foster the development of an initiative?

This question has several possible answers. One consideration is whether the group is composed mainly of individuals, representatives of organizations, or a combination of both. Another is what authority and responsibilities the group will have. Let's begin by looking at some common ways initiatives and their initial groups are formed.

Ways groups can be formed

Organizations and initiatives get started in many ways, and the origins of an effort often influence the type of group that initially guides it.

One person recognizes a community issue and decides to take action. An initial group may begin with friends, neighbors, colleagues, or other people who share concern about the issue. As the effort develops, broaden participation beyond the founder's immediate network so that people directly affected by the issue and people with other relevant perspectives have opportunities to help shape the work.

After her adolescent son was assaulted on the way home from school, a resident of a small town became concerned about youth violence and safety. She contacted other community members and helped organize an initial meeting that included young people and parents. The effort grew into a community initiative involving youth, families, schools, community organizations, and other partners in discussions, prevention activities, and creative programs. With support from a local agency, the group obtained funding and continued its work to improve youth and community safety.

An organization, community institution, faith community, or local government agency takes the lead in addressing a community issue. In this situation, the group may include both organizational representatives and individual community members. Be clear about whether organizational representatives are authorized to speak or make commitments for their organizations and whether community members are participating as individuals or in another defined role.

An organization decides to pursue available funding for an issue that requires a coordinated community response. A funding opportunity may lead organizations and community members to form a coalition or planning group. Avoid allowing the funding opportunity alone to define the problem or strategy. People affected by the issue should have meaningful opportunities to shape the proposal and the work whenever circumstances permit.

For example, a community action agency might respond to a request for proposals for services supporting families with young children who face particular barriers or need additional support. If the funding requires a community coordinating body, the agency could bring together parents and caregivers, community health and human service organizations, schools, early childhood providers, and other relevant partners. If funding is awarded, the group might continue as a coordinating or advisory body with clearly defined responsibilities.

An existing coalition identifies an issue and decides to address it. The coalition itself may guide the new effort or may establish a task force, committee, or separate organization with a more focused purpose.

For example, an existing community coalition concerned about child sexual abuse could establish a task force that brings together survivors or survivor advocates, families, schools, health professionals, youth-serving organizations, public agencies, and other relevant partners. The task force might focus on prevention education, child and family support, professional training, coordinated response, and access to appropriate services. As the work grows, the initiative might remain a task force or develop into a separate organization, depending on community needs and available resources.

A coalition of organizations often operates differently from a group composed primarily of individuals. Organizational representatives may need to consider their employer's mission, policies, funding requirements, legal responsibilities, decision-making authority, and staff time. Some representatives may be participating as part of their paid work, while community members may be volunteering unpaid time. Recognizing those differences can help the group design meetings, responsibilities, and decision-making processes that are fair and realistic.

Ways your group can function

Groups that help guide initiatives go by many names, and the same term may mean different things in different organizations. What matters most is not the title but the group's actual purpose, authority, responsibilities, membership, and relationship to other parts of the organization.

Steering committee

A steering committee usually guides an initiative during its early development. It might help create the vision and mission, develop an initial action plan, identify partners and resources, consider policy and community implications, establish an initial organizational structure, and prepare for funding or longer-term governance.

Steering committees are often temporary. Rather than assuming they should dissolve after a fixed number of months, determine what should happen when the initial development work is complete. The committee might dissolve, transition into a coordinating body, become an advisory group, or transfer authority to a governing board or another permanent structure.

Coordinating council

A coordinating council helps connect different parts of an initiative and maintain progress across activities, committees, organizations, or workgroups. Depending on its formally assigned authority, it may coordinate implementation, monitor progress, resolve operational issues, recommend changes, or make specified decisions.

For example, if an initiative organizes a public event or demonstration, a coordinating council might make sure responsibilities are assigned, permits and accessibility needs are addressed, participants know where to go, volunteers are prepared, public information is accurate, media contacts receive appropriate information, safety plans are in place, and necessary facilities and supplies are available.

Advisory or supporting committee (or council or board)

An advisory group provides guidance, expertise, community knowledge, lived experience, relationships, or other perspectives to an organization or initiative. It is different from a governing board unless the organization has formally delegated particular authority to it.

Be explicit about what an advisory group can and cannot influence. Advisory participation should not be used simply to make an initiative appear inclusive or to borrow members' names or status. If people are invited to provide advice, explain how their recommendations will be considered and communicate what happens as a result.

Board of Directors

A board of directors is the governing body of many nonprofit organizations. Its responsibilities may include safeguarding the organization's mission, providing strategic and financial oversight, meeting legal and ethical responsibilities, establishing major policies, ensuring adequate resources, and selecting, supporting, and evaluating the chief executive when the organization has one. Day-to-day coordination is generally delegated to staff or other operating structures rather than performed by the full board.

Other possibilities

Many other arrangements are possible. A small core group might convene a larger planning body. A membership organization might reserve major decisions for its members. A coalition may use rotating leadership. An executive committee may be delegated limited responsibilities by a governing board. A network may distribute leadership among several organizations. There is no single correct way to start or structure a community initiative.

If you hope eventually to hire staff, an initial steering committee may help establish the organization and prepare for the transition to a staff-led operating structure with appropriate governance. If an initiative expects to remain volunteer-led, a coordinating council or another shared leadership structure may provide continuity. If you are creating an incorporated nonprofit, you may need a governing board earlier in the process. Choose the structure based on the organization's legal responsibilities, purpose, size, resources, decision-making needs, and expected duration rather than on a fixed sequence.

As you decide what type of group will best serve your organization or initiative, consider the needs and responsibilities of participants, how much authority the group will have, how much time participation requires, what resources are available, and what work the group actually needs to accomplish.

When in the process should the group be formed?

If the group is intended to help shape the initiative, form it early enough for its participation to matter. Ideally, people who will be directly affected by the work and people who will play important implementation or governance roles should have opportunities to influence the vision, mission, priorities, and initial strategies rather than being asked only to approve a completed plan.

Not every idea needs to be completely open for reconsideration. Funding requirements, laws, organizational missions, or previous decisions may establish some boundaries. Be transparent about what has already been decided and what remains open to influence.

Forming the group early can also help prepare the initiative for implementation. Members can identify resources, partnerships, barriers, responsibilities, and staffing needs while the plan is being developed. If the group is expected to coordinate the initiative until staff are hired -- or to continue coordinating an initiative that will remain volunteer-led -- define that responsibility explicitly.

Who should be involved, and where do you find them?

You need enough people to bring the necessary perspectives, knowledge, relationships, and capacity to the work, but not so many that the group becomes difficult to coordinate. There is no ideal number for every group. Size should reflect the group's responsibilities, facilitation capacity, decision-making method, and the range of perspectives that need to be included.

Consider involving:

• People who care about the issue and can make a realistic commitment to the work
• People who can participate consistently enough to fulfill the responsibilities of the particular group. Expectations may differ for a coordinating council, governing body, advisory group, or short-term task force.
• People from different parts of the community whose experiences and perspectives are relevant to the issue, including variation in race, ethnicity, culture, income, geography, age, disability, language, and other circumstances where relevant
• People and communities directly affected by the issue
• Other stakeholders with relevant responsibilities, services, authority, or expertise. For example, a substance-use initiative might involve people with lived experience, treatment and recovery organizations, harm-reduction programs, public health, health care, families, schools, community organizations, behavioral-health providers, and public safety partners when their roles are relevant.
• People who are trusted in relevant communities or who have useful relationships, institutional responsibilities, or decision-making authority
• Emerging leaders and people who may not hold formal titles but bring valuable knowledge, relationships, lived experience, or community trust
• People who have been involved in earlier efforts addressing the issue and can help the group understand what was tried, what worked, what did not work, and what community concerns or relationships still matter
• Young people when the issue affects them or when their knowledge, leadership, and perspectives are relevant to the work
• People with skills the group will need, such as facilitation, writing, budgeting, grant development, evaluation, communications, organizing, legal or policy knowledge, or project coordination

Learn the history of the issue in your community. If you're starting an organization serving people experiencing homelessness, for example, find out what programs, advocacy efforts, partnerships, and policies have been tried before. Talk with people who used those services as well as people who helped provide or organize them. Identify successes, failures, harms, unresolved concerns, and lessons learned.

Previous participants should not automatically be included or excluded based on reputation alone. Consider what knowledge they bring, whether trust has been maintained or can be rebuilt, whether accountability concerns exist, and whether their current participation would strengthen the work. Understanding history can help the new initiative build on what worked and avoid repeating problems.

People may also have very different levels of familiarity with a particular organization's meeting culture, terminology, technology, or decision-making procedures. That does not mean some participants lack the ability to contribute. Explain processes clearly for everyone, establish shared meeting agreements, avoid unnecessary jargon, and provide orientation, mentoring, interpretation, accessibility support, or other assistance when useful.

Pairing participants for mutual support can be helpful, as can offering an orientation to the initiative and its decision-making process. The goal is to make the group's way of working understandable and accessible rather than expecting newcomers to already know unwritten rules.

Where can you connect with potential steering committee, coordinating council, or advisory-group members? Possibilities include:

• Local colleges and universities, schools, libraries, and educational programs
• Local, tribal, county, state, or other relevant government offices and agencies
• Economic-development, workforce, labor, and business organizations
• Civic and community organizations
• Community centers, neighborhood associations, cultural organizations, recreational groups, sports organizations, and other local networks
• Chambers of commerce, business associations, employers, and professional organizations
• Health, behavioral-health, social-service, and human-service organizations
• Youth-led groups and youth-serving organizations
• Churches, mosques, synagogues, temples, interfaith networks, and other faith communities or religious organizations
• Trusted community locations and communication channels used by the people you hope to reach, such as neighborhood events, markets, community organizations, newsletters, email lists, social media groups, community websites, and other appropriate networks

Personal relationships and referrals can also help you identify potential participants. Ask people you trust, "Who else should be part of this conversation?" and "Whose perspective are we missing?" Use introductions thoughtfully and don't assume that someone wants to participate simply because another person provided their name.

What should your steering committee or coordinating council do?

Once you've formed a group to help develop or coordinate the organization or initiative, its responsibilities should be clearly defined. The group may do much of the early work required to move an idea into an operating initiative, but not every group will need to perform every task below.

• Develop or help develop the vision and mission for the organization. The group should create meaningful opportunities for people affected by the work and other relevant community members to influence these statements. Vision and mission define the future the initiative hopes to help create and the role the organization will play in pursuing it.
• Help determine the initial direction of the organization. Decide how the initiative will contribute to its mission. It may provide services, organize community members, advocate for policy change, conduct public education, coordinate existing resources, support research, build partnerships, or use several approaches together. People directly affected by the issue should have meaningful input into these choices.
• Create an action plan. Determine the steps required to move from planning to implementation. A service initiative may need funding, staff, volunteers, facilities, technology, policies, partnerships, training, insurance, or equipment. An advocacy initiative may need research, communications capacity, community organizing, policy expertise, and relationships with affected communities and decision-makers. Clarify what needs to happen, who is responsible, when it should happen, and what resources or approvals are required.

During planning, also decide whether the initial group is intended to be temporary or continuing. Don't assume that a steering committee must disappear or that it should remain indefinitely. Ask what governance, advisory, coordination, and community-participation functions will be needed once the initiative is operating and which structure is best suited to each function.

If a governing board, paid staff, or another permanent structure will eventually take over some responsibilities, clarify how authority, records, relationships, and unfinished work will be transferred. Different bodies may also continue to coexist -- for example, a governing board and a community advisory council -- as long as their roles and authority are clearly distinguished.

• Build partnerships. Identify organizations, communities, and individuals whose missions, responsibilities, resources, or experience connect with the initiative. Develop partnerships around clear shared purposes rather than simply trying to increase the number of organizations attached to the effort.
• Establish and oversee committees or workgroups when necessary. These might focus on finance, governance, communications, evaluation, programs, partnerships, fundraising, policy, or another area of work. Create a committee only when there is a clear reason for it, and define its authority, responsibilities, membership, and relationship to the larger group.
• Hire staff if that is part of the plan. Determine which responsibilities require paid staff, what authority staff will have, who will supervise them, and how governance will remain distinct from day-to-day management.
• Coordinate the initiative if no staff structure is planned. When volunteers are responsible for continuing operations, distribute work realistically, establish clear accountability, and periodically reassess whether the workload remains sustainable.

Whether to hire staff depends on the amount and type of work involved, available funding, legal and administrative responsibilities, the reliability of volunteer capacity, and how long the initiative expects to operate. Some advocacy, organizing, mutual-aid, or short-term efforts may remain volunteer-led. Programs delivering ongoing services, managing significant funding, supervising workers, maintaining confidential records, or operating continuously may require paid staff or another stable operating arrangement.

• Seek appropriate funding and other resources. This may include grants, donations, contracts, in-kind contributions, partnerships, or other support. Fundraising responsibilities may initially belong to the founding group and later shift to staff, a governing board, or a development committee.
• Establish longer-term governance when needed. If the organization will have a board of directors or another permanent governing body, determine the competencies, lived experience, community perspectives, and governance capacity the board needs. Establish clear responsibilities and a thoughtful transition from the founding group. The existence of a board does not automatically require an advisory or coordinating group to dissolve if those groups continue to serve distinct and useful purposes.

In Summary

When starting a new organization or community initiative, it often makes sense to bring together a group that can help shape its development and guide at least its initial work. Forming that group early can make it possible for people directly affected by the issue, implementation partners, community organizations, and others with relevant knowledge or responsibilities to influence the initiative before major decisions are fixed.

The group should not be assembled simply to provide names, prestige, or the appearance of community representation. Its members should have meaningful roles appropriate to the authority they have been given. Be clear about whether the group governs, advises, coordinates, plans, implements, or performs some combination of these functions.

A strong founding group brings together relevant lived experience, community knowledge, organizational capacity, relationships, and practical skills. It also makes participation understandable and accessible, acknowledges differences in power and resources, and creates clear processes for decision-making and accountability.

As the initiative develops, continue asking whether the original structure still fits the work. A steering committee may dissolve, transition into another body, or continue in a new role. A governing board, advisory council, staff structure, or coordinating group may emerge. The goal is not to preserve a particular organizational form, but to create a structure that supports the mission, reflects the community, distributes responsibility effectively, and allows people to work together with clarity and accountability.

Why should you form a group?

___Support of a cause

___More ideas

___Community involvement

___Personal support

When should you form a group?

___As early in the process as possible

What kind of people should you include in your group?

___Enthusiastic people

___Young

___Natural leaders

___Regular attendees of meetings

___Good writers

___Experienced people

What should your steering committee or coordinating council do?

___Create the mission and vision statements of the group

___Create a plan a action

___Create organizational structures

___Choose leaders for tasks

___Designate Board of Directors duties

___Designate advisory support committee duties

Example: Northeast Coalition Steering Committee

Harry Schwartz is a consultant to the steering committee for the Northeast Coalition, a coalition that has been started to improve and develop the Northeast neighborhood of Kansas City, Kansas. Schwartz has been helping them organize the coalition and steering committee and undertake their first activities.

The steering committee came about following a report that suggested that the neighborhood should be represented by an umbrella group that would advocate for the needs of local citizens and groups. In the next few months, the steering committee will be transformed into a board.

"What we have right now is a very loose association," Schwartz says of the steering committee. "The committee is now made up of representatives of groups in the neighborhood...each member of the committee represents a different group. It's casual, informal, and loose. There's not even a chair, and things are decided without votes but a consensus."

When the coalition becomes legally incorporated, Schwartz says, "they will have to have a board, officers, and bylaws... Right now, it's just some people getting together every few weeks to discuss an issue, except they have a very specific agenda. It's worked, but it's been just informal without any officers or votes or things like that."

The Local Initiatives Support Corporation, one of the groups that released the abovementioned report, called a meeting to which all the groups that they could find in the neighborhood were invited. "About sixty people came, and we broke up into five subgroups. These are people that are already active representing groups. They all had some base in the community. The discussion revolved around what should priorities be for action in the northeast, and people took notes. We got a pretty good agenda for what people were concerned about. Many people didn't know each other, and we mixed them up so we would minimize friends. There were two people from the same group; they were at different tables. So we got a pretty good mix of people. Many of them didn?t know each other before that. And, then, after spending about an hour together, we asked each table to put forth two people for the steering committee, and that's how we got the committee."

Schwartz says the committee members have worked together well so far, and that everyone agreed the process was fair. "We got a very good mix of people from different groups. We've had subsequent general meetings, and people have felt that the committee has been very representative, fair, and inclusive and has talked about the major issues... No one has said, 'You didn't include me,' because the general meetings are open. So the process up to now has been well endorsed, and we hope to continue in that way."

General meetings of the Northeast Coalition steering committee are held every three months and are anyone who wants to come. "Generally, we've had about 55 or 60 people at each meeting probably representing twenty-five to thirty groups," Schwartz says. "There seems to be a lot of agreement as to what the priorities should be for action in the northeast," he adds. The steering committee is focusing on economic development, housing, and "what people generally refer to as communication, which mean a lot of things - finding out the availability of information on all the groups, groups working together, being able to help each other." The group also wants to focus on the needs of younger people, including jobs, school improvements, and safe after-school activities.

According to Schwartz, the following are qualities to look for in a steering committee member:

• People who have experience in the neighborhood or area being covered, either as a resident or a businessperson or someone who works for an agency there
• People who have had a leadership experience before in local groups
• People who are committed to taking the steering committee as a serious responsibility
• People who are familiar with local issues
• People who are articulate
• People who are able to work in a collaborative spirit
• People with a sense of vision and imagination for the neighborhood or area
• People who are mature and well-seasoned
• People with a variety of different points of view - you don't want everybody representing the same types of interests

Tool 1: Steering Committee and Working Group Member Roles

The Collective Impact Forum outlines the key responsibilities of the Steering Committee and Working Group members.
To view the full memo, visit the Steering Committee and Working Group Roles - Collective Impact Forum.

A PowerPoint presentation summarizing the major points in the section.

Creating a task force or an action committee can be an effective way for your initiative to focus on a specific problem, opportunity, or organizational need. Such a group should have a clearly defined purpose and should involve people, communities, organizations, and sectors whose experiences, responsibilities, knowledge, or resources are relevant to the issue. In this section, we'll discuss what task forces and action committees might look like, what they do, and how to put them together and use them to strengthen your initiative.

What is a multisector task force or action committee?

A task force or action committee (also sometimes called an ad hoc committee, from the Latin meaning "for this purpose") is a group assembled to address a specific problem or accomplish a specific goal. That problem or goal can take at least two different forms:

• It might be related to a specific community issue -- affordable housing, child maltreatment prevention, early detection and treatment of breast cancer, or another community priority.
• It might stem from a need of the larger group. A coalition might need a smaller group to focus on advocacy, for instance, or to draft a set of bylaws.

A multisector task force or action committee includes people from different parts of the community whose perspectives, responsibilities, experiences, or resources are relevant to the problem or goal that is the group's focus. In an initiative addressing adolescent prescription-drug misuse, for instance, that might include young people, families, health professionals, behavioral-health and recovery organizations, schools, public-health agencies, community organizations, pharmacists, and public-safety partners where relevant.

Task forces and action committees, as their names suggest, are action-oriented. Their specific purpose is to accomplish something. Depending on the issue they address, their initial goals may be very specific -- find temporary shelter options for at least 15 families experiencing homelessness or draft a timeline for a community economic-development effort -- or broader, such as developing and implementing a strategy to reduce youth violence. In either case, the group should be clear about the results it is trying to achieve.

In general, these groups are formed for a defined purpose rather than simply to exist indefinitely. They may disband when their work is complete, transition into another kind of group, or transfer continuing responsibilities to an organization or program. A task force might help launch a new community intervention, for example. That intervention could continue the work in a different form, with a different membership and structure.

A task force or action committee is often part of a larger initiative -- a community coalition, nonprofit organization, public agency, government committee, or other partnership. It may be one of several groups created by the larger initiative, each focused on a different issue or goal. Its authority should be clearly defined: some task forces may act within delegated authority, while others may need approval from the larger group for particular decisions or commitments.

The North Quabbin Community Coalition, in north central Massachusetts, has maintained task forces focused on specific community issues. Historical examples have included Information and Referral, Child Sexual Assault, Homelessness, and Youth-Community Relations.

Why would you form a multisector task force or action committee?

There are really two questions here, each of which we'll consider separately:

• Why would you form a task force or action committee?
• Why might a task force or action committee benefit from multisector participation?

Why form a task force or action committee?

There are a number of reasons why you might want to form a task force or action committee rather than addressing the issue entirely within the larger group.

• Task forces or action committees can make it possible for their parent groups to concentrate additional attention on issues that are especially urgent or complex while continuing to address their other responsibilities.
• A task force or action committee can maintain a focused scope rather than being pulled in the many directions the larger group may need to address.
• A smaller group can sometimes coordinate detailed work more efficiently than a large membership body, as long as its authority and accountability are clear.
• Task forces and action committees give people an opportunity to concentrate on areas where their interests, responsibilities, expertise, or lived experience are especially relevant.
• Task forces and action committees can involve people who don't want or aren't able to participate in every part of the larger initiative but who are willing to contribute to a particular issue or project.

Why should a task force or action committee be multisector?

Community issues are often shaped by several systems, environments, organizations, and groups of people. Bringing together relevant perspectives can therefore improve both understanding and action. Multisector does not necessarily mean including every possible sector. The goal is to include the people and organizations needed to understand the issue, make appropriate decisions, carry out the work, and account for how different groups may be affected.

Advantages of a multisector task force or action committee

• Community action often benefits from the participation of people directly affected by the issue as well as organizations and institutions with relevant responsibilities, knowledge, resources, or decision-making authority.

"Stakeholders" is a term used throughout the Tool Box. It refers to people, groups, organizations, institutions, or communities that are affected by an issue, have responsibilities related to it, or have a significant interest in its outcome. In a discussion of housing discrimination, for example, stakeholders may include people who have experienced discrimination, fair-housing and civil-rights organizations, housing providers, public housing authorities, enforcement agencies, legal services, local government, neighborhood organizations, and others whose work or rights are directly connected with the issue.

• Meaningful involvement can strengthen trust and shared ownership when participants have real opportunities to influence planning and implementation. Simply placing people on a committee does not guarantee ownership; their participation has to matter.
• Participation from different sectors and communities can bring additional information, experience, and perspectives into the work. That can help the group identify barriers, assets, tradeoffs, and possible consequences that a narrower group might miss.
• Community members and organizations often bring different kinds of historical and practical knowledge. Local residents may understand relationships, previous efforts, and everyday conditions that institutions do not see, while professionals or public agencies may contribute technical, policy, legal, or service-system knowledge. These perspectives can complement one another.
• Meaningful multisector involvement can strengthen cooperation and increase the likelihood that implementation reflects the realities of the people and organizations expected to participate.
• Multisector participation can also create relationships among individuals and organizations that might otherwise have little contact. Working together can help people better understand one another's responsibilities, experiences, constraints, and priorities and may build trust over time.
• Finally, people should have meaningful opportunities to influence decisions that substantially affect their lives and communities. Their participation can make plans more relevant, identify unintended consequences, and improve understanding of community needs and strengths.

Possible challenges of a multisector group

Although there are compelling reasons for forming multisector groups, they can also face challenges. Different participants may enter the group with different histories, levels of authority, organizational constraints, priorities, resources, and experiences with one another.

• There may be mistrust or conflict among groups that have had limited contact, experienced discrimination or exclusion, competed for resources, or disagreed about community priorities. Differences in institutional power can also shape who feels comfortable speaking and whose ideas receive attention. These dynamics should be acknowledged rather than treated simply as personality conflicts.
• There may be substantial disagreement about how to understand or address an issue. A substance-use initiative, for example, might include perspectives from people with lived experience, prevention programs, harm-reduction organizations, treatment and recovery providers, health professionals, schools, families, public-health agencies, housing and social services, and public-safety partners. Participants may differ on priorities, but a strong process can help the group identify evidence, responsibilities, areas of agreement, unresolved differences, and a workable scope.

Complex problems often require more than one type of response, but that does not mean one task force can or should do everything. Trying to address prevention, treatment, housing, economic conditions, mental health, public safety, policy, and every other related issue at once can scatter resources and weaken focus.

The group should identify which parts of the issue it is equipped and authorized to address, which require collaboration with other organizations, and which fall outside its scope. Clear goals and realistic responsibilities are usually more useful than trying to solve every related problem at the same time.

Participants may continue to disagree about some questions. Good facilitation can help people understand those differences, make decisions through an agreed-upon process, and continue working together where common ground exists without pretending that consensus has been reached when it has not.

• Different individuals and organizations may have different amounts of time, authority, funding, or staff capacity available for task-force work. Be realistic about responsibilities and avoid relying on a small number of people to carry an unsustainable share of the work.
• Participants may also have different levels of familiarity with a particular organization's meeting procedures, professional language, technology, or decision-making practices. Make expectations and processes understandable for everyone and provide orientation, mentoring, interpretation, accessibility support, or training when useful rather than assuming that unfamiliarity reflects lower ability or education.

Differences in experience can become an opportunity for mutual learning and leadership development when meetings are designed so that people can participate meaningfully. Shared orientation and clearly explained procedures can help prevent newcomers from being expected to learn unwritten rules on their own.

When would you form a multisector task force or action committee?

Some issues can be addressed within the larger initiative or through existing organizations and services. A focused task force or action committee may be particularly useful in situations such as these:

• When the initiative identifies a specific issue within its broader mission that requires concentrated work. This might be a community problem such as substance-related harm or an internal need such as advocacy, governance, communications, or expanding participation. The issue is important, but too specific for the entire group to address in detail.
• When new information identifies an important concern, gap, or opportunity that requires focused attention.

For example, if local data reveal an unexpectedly high rate of child sexual abuse reports or identify gaps in prevention and response, a coalition might establish a focused task force. Relevant participants could include survivors or survivor advocates, families, schools, health professionals, child-advocacy organizations, behavioral-health providers, child-protection agencies, legal and public-safety partners, and other community organizations with relevant responsibilities or expertise.

• When an existing task force or action committee identifies a related issue that requires additional expertise or a separate body of work.

For example, a child-safety task force might identify caregiver substance use as one of several factors affecting some families. Rather than expanding its own scope indefinitely, it might partner with or recommend forming another group focused on substance-use prevention, harm reduction, treatment, recovery support, and family services.

• When a policy decision, funding change, emergency, or action by an outside organization suddenly makes focused attention more urgent. If a state reduces important health funding, for example, an initiative might form an advocacy task force to assess the effects, inform the community, develop alternatives, and engage appropriate decision-makers.
• When participants in the larger initiative identify an issue that they believe deserves concentrated attention and are prepared to contribute to the work.

Before creating a new task force, make sure the issue fits the larger initiative's mission and merits the resources it will require. If several participants care strongly about an issue that falls outside the initiative's priorities, the larger group can discuss whether the work should be incorporated, referred to another organization, pursued independently, or postponed.

Who might be part of a multisector task force or action committee?

Many different people may contribute to a multisector task force or action committee. Membership should be guided by the issue, the group's responsibilities, and the perspectives and capabilities needed to do the work.

Include people beyond the membership of the larger initiative when useful. A task force can create an opportunity for people who are not part of the larger organization to contribute to a specific issue. Invite people because their experiences, responsibilities, skills, relationships, or perspectives are relevant -- not simply to increase the size of the group.

Look for stakeholders and other relevant participants. These might include:

• People directly affected by the issue
• Communities experiencing significant effects from the issue or proposed response
• People who provide services, support, advocacy, or other assistance related to the issue
• People and organizations with relevant responsibilities for prevention, services, policy, implementation, regulation, or response. In a substance-use initiative, for example, this might include people with lived experience, public health, treatment and recovery organizations, harm-reduction programs, health care, schools, social services, and public safety when relevant.
• People affected indirectly. Employers, for example, may be affected by barriers to literacy or workforce training because those conditions can affect recruitment, retention, and advancement.
• Community members who may not have a formal role but have useful knowledge, concern, or experience related to the issue

Look for people whose participation can strengthen the effort. This might include people who can contribute relevant expertise, trusted relationships, decision-making authority, resources, communication networks, community knowledge, or connections with people directly affected by the issue.

Some possibilities:

• Business owners, employers, labor representatives, or other economic partners when relevant
• Faith leaders and members of faith communities or religious organizations
• Local, tribal, state, or other relevant public officials and agency representatives
• People who are trusted because of their community relationships, service, experience, or integrity, whether or not they hold a formal title
• People or organizations that can contribute relevant financial, technical, material, or other resources
• People with relevant decision-making responsibility or authority
• People and organizations with trusted relationships in communities directly affected by the issue

Look to engage people from different sectors. Depending on the issue, examples might include:

• Young people
• Older adults
• Businesses, employers, and labor organizations
• Media and community-information networks
• Schools and other educational institutions
• Youth-led and youth-serving organizations
• Public-safety and justice-system agencies when their responsibilities are relevant to the issue
• Faith communities and religious organizations
• Civic, mutual-aid, neighborhood, and volunteer organizations
• Health and behavioral-health professionals and organizations
• State, local, tribal, or other relevant governmental agencies
• Community-based organizations, advocacy groups, cultural organizations, and other local networks

A task force that includes relevant perspectives can improve understanding, build relationships, and make implementation more realistic. No single member should automatically be expected to represent an entire demographic group, neighborhood, profession, or community. Where a broad community perspective is important, involve multiple people and organizations.

How do you develop a multisector task force or action committee?

If you decide that a task force or action committee would strengthen your initiative, there are several steps you can take to put the group together and help it begin its work. These steps are similar to those a larger organization might take in defining its goals and actions.

Define the relationship of your task force or action committee to the larger group

How will the task force operate within the larger initiative? The answer may range from substantial delegated authority to a requirement that particular decisions receive approval from the parent organization.

Three common models:

• The task force or action committee has substantial delegated authority. The larger group authorizes it to make defined decisions about the issue. The task force reports on its work and may request resources or assistance, but it can act independently within the limits of its delegation.
• The task force operates with delegated authority but reports regularly to the larger group. It can make routine decisions within its scope but cannot commit the larger initiative to major financial, legal, policy, or public positions without appropriate approval.
• The task force primarily develops recommendations or an implementation plan for approval. Once approved, it may be authorized to carry out the plan and return to the larger group only when significant changes or decisions arise.

Decide beforehand what the task force can decide on its own, which actions require approval, what resources it can commit, whether it can speak publicly on behalf of the larger initiative, and who has authority to provide approval when it is needed.

The same basic framework may be useful for multiple task forces, but don't assume every task force requires exactly the same authority. A short-term bylaws committee, an emergency-response group, and a public-policy task force may reasonably need different arrangements.

A task force needs enough authority to carry out its assigned work without unnecessary delay, but independence is not automatically better. The appropriate balance depends on risk, legal and financial responsibility, urgency, organizational policy, and the significance of the decisions involved. Clear reporting and communication help the larger initiative remain informed and able to provide support.

Find the right people to lead or facilitate your task force or action committee

Leadership may be provided by one person, co-chairs, a small leadership team, rotating facilitators, or the group as a whole. Useful qualities include:

• The ability to build trust across the communities and organizations relevant to the work, act with integrity, and recognize differences in authority and perspective
• The ability to facilitate inclusive discussion, manage conflict, clarify decisions, and keep the group focused without suppressing legitimate disagreement

Potential leadership arrangements might include:

• The coalition or initiative coordinator
• Someone with strong knowledge of the issue and trusted relationships with relevant communities
• Someone who can clearly describe the task, organize work, and help participants move from discussion to action
• Co-chairs or a leadership team bringing different perspectives or organizational relationships
• Collaborative or rotating leadership, with facilitation responsibilities shared among members

Identify individuals or groups whose participation is particularly important

Questions to consider include:

• Who is directly affected by this issue or by the decisions the task force may make?
• Who has relevant decision-making authority, legal responsibility, resources, or organizational responsibility?
• Who will actually carry out the programs, policies, practices, or other changes the task force recommends?
• Whose knowledge or perspective is likely to be missed if they are not included?

Make a working list of individuals, organizations, and communities that should be considered. Ask participants and trusted community contacts who else should be involved and whose perspectives may be missing.

Some participants may be essential because they are directly affected, hold specific responsibilities, or will implement the work. Others may strengthen the task force through additional knowledge, relationships, resources, or perspectives. Be clear about why you are inviting each person or organization.

Invite participants to your task force or action committee

Use the contact list and relationships you've developed to invite people. Avoid assuming that one individual is the "best representative" of an entire group or community. When a community perspective is important, seek multiple participants or organizations, and clarify whether anyone is formally authorized to represent an organization or constituency.

Use a contact method appropriate to the person, relationship, accessibility needs, and importance of the request. A personal introduction or conversation may be helpful for a significant role, while email, phone, video, written invitations, or other channels may work better in other circumstances. Explain the group's purpose, expected commitment, decision-making role, accessibility supports, and why you believe the person's participation may be relevant. Respect a decision not to participate.

Gather the group and define its purpose

The broad issue may already be identified, but the task force still needs to determine the part of the issue it will address, the results it hopes to achieve, and the authority it has to act. Some task forces are formed primarily to study an issue and recommend action, others coordinate implementation, and still others are empowered to take direct action within a defined scope.

The process below assumes that someone facilitates the discussion and that the group has a broad community issue to address -- youth violence, homelessness, housing access, or another concern. A committee with a narrow assignment, such as drafting bylaws, may need a much simpler process.

• Define the problem, opportunity, or task clearly, including who is affected and what information is already known.
• Describe the desired outcomes or conditions the group hopes to help create.
• Work backward from those outcomes. What changes would need to occur to move from current conditions toward the desired results?
• Identify milestones or indicators of progress along the way.
• Develop strategies and action steps for reaching those milestones and contributing to the larger goal.
• Identify related issues, organizations, approvals, or partners that may affect the plan and determine what coordination is needed.
• Identify the resources, skills, authority, data, partnerships, and support required and compare them with what is realistically available.
• Draft an action plan identifying responsibilities, timelines, resources, risks or barriers, communication needs, and measures of progress.

A plan is a guide, not a guarantee. Timelines and assumptions may change as new information, community feedback, resources, policy decisions, or unexpected circumstances emerge. Build in opportunities to review progress and revise the plan rather than treating changes as failures.

• Share the plan with the larger initiative according to the authority and reporting process established earlier. Feedback from the parent group can identify conflicts, needed resources, duplication, or opportunities for collaboration, and regular communication helps everyone understand what is underway.

At this point, the task force or action committee has been formed and has developed a direction. The work now shifts into implementation, learning, and follow-through.

Implement your plan

Carry out the agreed-upon actions, monitor responsibilities and timelines, and maintain communication with participants and the larger initiative.

Evaluate and adjust your plan and your actions

No plan will anticipate every development. Review both the results and the process regularly. Evaluation can help determine what is working, what needs to change, whether some assumptions were inaccurate, whether participation remains meaningful, and whether the task force is contributing to the outcomes it intended to influence.

Use what you learn to adjust strategies, responsibilities, timelines, or the group's scope when necessary.

Recognize progress along the way

Recognizing milestones can help participants see how their work contributes to larger goals. Appreciation might include a direct thank-you, a progress update, private or public recognition when participants want it, a community gathering, compensation or reimbursement where appropriate, or another form of acknowledgement meaningful to the people involved.

Communicate accomplishments accurately. Share what changed, what the task force contributed, what remains unfinished, and what was learned rather than presenting every milestone as proof that the entire issue has been solved.

Plan for sustainability, transition, or responsible closure

Task forces and action committees are often temporary, but the conditions they address may require continuing attention after the group itself ends. Before disbanding, decide what work needs to continue, who will be responsible for it, how progress will be monitored, and what records, relationships, resources, or responsibilities need to be transferred.

There are several ways continuing work might be handled:

• The task force's work may develop into a new program, organization, or ongoing collaborative effort.

For example, a child-safety task force might help establish an ongoing organization or program that provides family support, child and youth activities, prevention education, caregiver resources, and other services. The continuing program would have its own structure and responsibilities even if it grew out of the task force's work.

• An existing organization may assume responsibility for implementing particular strategies, services, or policies developed through the task force.
• The larger initiative may incorporate continuing responsibilities into its own committees, staff work, partnerships, monitoring, or action plan.
• Some work may be completed without requiring a permanent structure. In that case, document what was accomplished, identify any remaining risks or follow-up needs, and close the group intentionally.

Sustainability does not always require creating a new institution. The appropriate goal may be continued services, a lasting policy or practice change, ongoing monitoring, stronger community capacity, transfer of responsibility to an existing organization, or responsible completion of a time-limited task.

In Summary

Your initiative may develop multisector task forces or action committees when a specific community issue or organizational need requires focused attention. A task force or action committee is created to accomplish defined work; multisector means that the group draws on relevant people, organizations, communities, and systems rather than relying on one narrow perspective.

Task forces and action committees can help larger initiatives focus on complex or urgent work, involve people with relevant experience and responsibility, and translate planning into action. Multisector participation can strengthen understanding, relationships, and implementation, but it does not automatically create community ownership or support. That depends on whether people have meaningful opportunities to influence decisions, whether differences in power are addressed, and whether the group follows through on what participants contribute.

A multisector task force may be especially useful when new information identifies an important issue, a policy or funding change requires a coordinated response, a larger initiative needs concentrated work on one part of its mission, or a group of participants identifies a priority that fits the initiative's purpose. Membership should include people directly affected by the issue as well as others with relevant responsibilities, knowledge, relationships, resources, or decision-making authority.

Developing a multisector task force or action committee generally includes:

• Defining its relationship, authority, and accountability within the larger initiative
• Establishing appropriate leadership or facilitation
• Identifying the people, organizations, and perspectives needed for the work
• Inviting participants respectfully and clearly
• Convening the group and defining its purpose, scope, and desired outcomes

Once the groundwork is complete, the task force's work includes:

• Implementing its action plan
• Evaluating progress and adjusting the plan and the work
• Recognizing progress and participants' contributions
• Planning for sustainability, transition, transfer of responsibility, or responsible closure before the task force disbands

A successful task force is one that fulfills its defined purpose, learns and adapts as circumstances change, involves relevant people meaningfully, and leaves the work in an appropriate condition for whatever should happen next.

What is a multisector task force or action committee?

___You know that a multisector task force or action committee is a subgroup of a larger initiative assembled from a cross-section of the initiative or community to address a specific problem or to accomplish a specific goal

Why would you form a multisector task force or action committee?

___Task forces or action committees can allow a larger group to zero in on the areas that need the most, or immediate, attention

___A task force or action committee can focus in on the specific issue, rather than being pulled in a number of directions, as the larger group may be

___In general, a small group can operate more efficiently than a large one to get things done

___Task forces and action committees give people a chance to concentrate on their major areas of interest, and to contribute more effectively to the work of the larger group

___Task forces and action committees can pull in members who may not be interested in the larger group to work on just the particular issue they are interested in

You make your group multisector because:

___Community action usually requires the support, and often the participation, of all stakeholders if it's to be successful

___Involvement of all stakeholders in planning and carrying out any action means that they'll take ownership of those plans and actions

___Involvement of many sectors of the community brings with it the information and insights that those different sectors have into the issue

___The perspectives of various sectors on community history and personalities can help the group to a real understanding of the issue

___Involving many sectors in the task force or action committee will generate community cooperation and support for the action taken

___Multisector participation benefits the larger initiative and the community as well, because it brings together individuals and groups who might not, under other circumstances, have much contact, or who might distrust one another

___It's simply fair and reasonable to involve people in decisions which affect their lives

You know the possible disadvantages of such groups:

___There may be enmity and distrust among segments of the community that are normally at odds, or who have little contact

___There may be deep-seated disagreement about how to handle the issue

___Different individuals or groups may have very different levels of commitment to the work of the task force or action committee

___There may be differences in levels of sophistication, education, and "group skills" among members of the group from different sectors of the community

When would you form a multisector task force or action committee?

___When the initiative as a whole identifies a specific issue, within its larger mission, that needs to be attended to

___When new information points out something in the community that can't be ignored

___When an existing task force or action committee realizes its work can't be completed without addressing another area related to its own focus

___When a difficult situation or critical action by an external entity makes attention to a particular issue suddenly more important

___When a group within a larger initiative sees an issue that it particularly wants to concentrate on

Who might be part of a multisector task force or action committee?

___You seek members who aren't part of the larger group that the task force or action committee is part of

___You look for stakeholders and other interested parties

___You look for people who can be helpful to the effort

How do you develop a multisector task force or action committee?

___You define the relationship of your task force or action committee to the larger group

___You find the right people to lead your task force or action committee

___You identify individuals or groups whose participation your task force can't do without

___You recruit members for your task force or action committee

___You gather the group and define its purpose

• Define the problem or issue clearly
• Envision the ideal solution - what do you want things to look like or be like when your work is done?
• Start with the solution and work backward
• Map out benchmarks - achievements along the way - between where you are now and where you want to get to
• Brainstorm or otherwise determine ways to reach each benchmark from the one before, and to reach your final goal
• Identify whether your plan means that other issues have to be addressed as well
• Identify the resources you'll need to get to each benchmark, and decide - realistically - how much you can obtain
• Draft a plan based on what you've come up with
• Present your plan to the larger group

___You implement your plan

___You evaluate and adjust your plan and your actions

___You celebrate successes along the way

___You find a way to institutionalize whatever is necessary to continue to address the issue

A PowerPoint presentation summarizing the major points in the section.

• What is a Board of Directors?

• Why do you need a Board of Directors?

• How does a Board actually work?

• How do you go about putting a Board together?

• How does the Board get started?

Once you have an organization, you may decide that you need a Board of Directors or another governing body. A well-functioning Board can strengthen an organization by safeguarding its mission, helping set strategic direction, overseeing finances and legal and ethical responsibilities, selecting and supporting the chief executive when there is one, helping ensure adequate resources, and connecting the organization with the communities it serves.

Board service also gives people an opportunity to contribute their knowledge, judgment, lived experience, relationships, and skills to a cause they believe in. Board membership is a significant governance responsibility, however, not simply an honorary volunteer role. Potential members should understand what the role requires before agreeing to serve.

This section will give you information about what a Board of Directors is and how it differs from advisory and other bodies. It will explore why many organizations can benefit from Boards, what governing Boards actually do, how they work, how to recruit members, and how a new Board can get started.

What is a Board of Directors?

A Board of Directors is the governing body of many nonprofit organizations. Its specific legal responsibilities depend on the organization's form, governing documents, and applicable law, but generally the Board provides oversight and accountability for the organization's mission, strategy, finances, resources, legal and ethical integrity, and chief executive.

Board members generally have fiduciary responsibilities commonly described as duties of care, loyalty, and obedience. In practical terms, members should make informed decisions, put the interests and mission of the organization ahead of personal interests, follow applicable law and governing documents, oversee the responsible use of organizational assets, and disclose conflicts of interest.

For example, a Board might adopt a policy establishing ethical standards for accepting certain donations. The Board would then provide oversight to make sure organizational fundraising and acceptance practices remain consistent with that policy.

• The Board provides financial oversight. It reviews financial information, approves budgets as appropriate, helps ensure adequate financial controls are in place, monitors the organization's financial condition, and asks questions when financial information is unclear or concerning. A Treasurer or Finance Committee may help lead this work, but financial stewardship is a responsibility of the governing Board as a whole.
• The Board selects, supports, and evaluates the chief executive, if there is one. The Board defines the chief executive's responsibilities, hires the person who will fill the role, provides appropriate support and oversight, evaluates performance, establishes or approves compensation through an appropriate process, and may replace the chief executive when necessary. Ordinarily, the chief executive manages day-to-day operations and supervises other staff rather than individual Board members doing so.
• The Board safeguards the organization's mission and purpose. It helps ensure that strategy, programs, policies, resources, and major decisions remain consistent with the organization's mission and with the responsibilities the organization has to the communities it serves.
• The Board provides legal and ethical oversight. Board members are expected to understand the legal and fiduciary responsibilities associated with their role and to help make sure the organization follows applicable laws, governing documents, contracts, financial requirements, and ethical standards. The extent of individual liability and the protections available to Board members depend on applicable law, the organization's structure, and the circumstances.

Organizations may provide indemnification for Board members as permitted by law and may purchase directors-and-officers liability insurance. These protections can be important, but they do not make Board members immune from claims or excuse misconduct, conflicts of interest, intentional wrongdoing, or failure to meet legal responsibilities. Organizations should understand the law that applies to them and obtain appropriate legal or insurance advice when necessary.

• In some organizations, Board members may also perform operational or volunteer work. This might happen if:
  • The organization is very small or has little or no paid staff, and Board members volunteer for tasks needed to carry out the mission.
  • The organization intentionally uses a working-Board model in which directors take on defined program, fundraising, administrative, or community roles in addition to governance.
  • Individual Board members participate in particular activities to remain connected with the organization's work and community.

When Board members perform operational work, be clear about which role they are acting in. Their authority as directors should not automatically extend into day-to-day staff responsibilities, and operational involvement should not interfere with the Board's ability to provide independent oversight.

Other types of boards or governing bodies:

Not every organization needs a traditional Board of Directors, and not every group called a "board" has governing authority. A short-term initiative, coalition, project, or unincorporated group may use another structure, depending on its legal status, responsibilities, and purpose.

A Steering Committee may help guide an initiative, coordinate activities, recommend direction, or exercise authority specifically delegated by a larger group. Its responsibilities should be clearly defined rather than assumed from the name alone.

An Advisory Committee or Advisory Council provides recommendations, expertise, lived experience, community knowledge, or other guidance to an organization. Unless specific decision-making authority has been formally delegated to it, an advisory body is not the governing Board and does not carry the Board's fiduciary responsibilities.

For example, an advisory council for a school-based program might include students, parents and caregivers, educators, and administrators. It could help identify priorities, review program ideas, connect the program with community resources, and describe how participants experience the program. The organization should make clear how the council's recommendations will be considered and communicate what happens as a result of its advice.

Organizations can also design governance structures that distribute participation and decision-making more broadly while still meeting their legal obligations. Depending on the organization and applicable law, a Board might:

• Create meaningful opportunities for staff, volunteers, participants, and community members to contribute to planning and governance
• Use advisory councils, membership structures, committees, or other participatory processes to inform major decisions
• Delegate appropriate authority while retaining the responsibilities that belong to the governing Board
• Include people directly affected by the organization's work as governing members and create other meaningful ways for those communities to influence decisions

Whatever model is used, be clear about who has governing authority, who advises, who manages day-to-day operations, which decisions may be delegated, and how each group is accountable.

Why do you need a Board of Directors?

Governance, legal structure, funding, and tax-exempt status

One important reason for creating a Board is that many nonprofit corporations are required by state law to have a governing body. The specific requirements -- including the minimum number of directors and their qualifications -- depend on the jurisdiction and the organization's legal form.

Nonprofit organizational status and federal tax-exempt status are not the same thing. Nonprofit corporate status is generally established under state law. Federal tax-exempt status, such as recognition under section 501(c)(3) of the Internal Revenue Code, is governed by federal law. Organizations should determine which structure, registrations, governing documents, and applications apply to their circumstances.

Funders, government agencies, lenders, contracting organizations, and other partners may also have governance requirements. These vary, so don't assume that every source of funding requires the same structure.

For organizations recognized under section 501(c)(3), the federal tax rules also place important limits and responsibilities on the organization. Among other requirements, the organization must operate for its exempt purposes and avoid impermissible private benefit or inurement.

A 501(c)(3) public charity may engage in some lobbying within applicable limits. Lobbying and political campaign activity are not the same thing. Section 501(c)(3) organizations may not participate or intervene in a political campaign for or against a candidate for public office, although nonpartisan voter education and other nonpartisan civic activities may be permissible.

Compensation for executives and other insiders should be reasonable for the services provided under comparable circumstances. There is no single salary amount that automatically determines whether compensation is appropriate. Organizations should use an appropriate approval process, consider relevant comparability information, document decisions, and address conflicts of interest.

Strengthening connections with the community

A thoughtfully composed Board can help an organization maintain relationships with the communities, organizations, institutions, and systems connected with its work. Board members may bring different lived experiences, geographic perspectives, professional knowledge, cultural knowledge, community relationships, and other forms of insight.

Board composition alone, however, does not tell an organization what "the community" wants or needs. No Board member should automatically be expected to speak for an entire neighborhood, demographic group, or population. Organizations still need direct and continuing ways to listen to and involve the people most affected by their work.

Building organizational accountability and public trust

A responsible Board can strengthen public trust by providing oversight, acting transparently, following ethical and legal standards, asking difficult questions, and holding the organization accountable to its mission. Community trust should come from the quality and integrity of governance and the organization's relationships and results, not simply from attaching prestigious names to the Board.

Attracting committed people to your organization and cause

Board service may appeal to people who want to contribute substantially to a cause, participate in governance, use their experience in a new way, or help an organization grow. An invitation to serve should be clear and voluntary. Explain the fiduciary responsibilities, time commitment, meeting expectations, term length, fundraising expectations, committee work, and other obligations before someone agrees to join.

Using Board members' knowledge, skills, and experience

A Board can bring together people with useful knowledge in finance, law, community organizing, communications, public policy, health, education, technology, fundraising, program delivery, lived experience, and many other areas.

Board members should not be expected to provide free professional services simply because they have a particular occupation. When a Board member or their business provides professional services to the organization, consider possible conflicts of interest, follow applicable policies, and distinguish clearly between the person's governance role and any professional or contractual role.

People directly affected by or participating in the organization's work may also bring essential knowledge about whether programs, policies, communications, and services are practical and relevant.

Maintaining accountability and appropriate balance

A strong governance structure can help prevent too much authority from becoming concentrated in one person or small group. The Board should provide oversight of the chief executive and major organizational decisions while also respecting the authority delegated to management and staff.

Clear roles are important. The Board governs; the chief executive generally manages day-to-day operations and supervises staff. The relationship works best when responsibilities, decision rights, information-sharing expectations, and evaluation processes are clearly defined.

Safeguarding the mission

Staff, executives, volunteers, and Board members change over time. A governing Board can provide continuity by keeping records, reviewing the organization's mission and strategy, preserving important institutional knowledge, and ensuring that major decisions remain aligned with the organization's purpose.

Safeguarding the mission does not necessarily mean preserving every original program or method. Communities, evidence, resources, and circumstances change. The Board should protect the organization's purpose while being willing to reconsider strategies when better ways of advancing that purpose become available.

How does a Board actually work?

The Board's procedures are usually described in bylaws and other governance policies. Bylaws may address matters such as Board composition, terms, officers, meetings, voting, committees, vacancies, and amendments. Organizations should make sure their bylaws are consistent with applicable law and review them periodically as circumstances change.

Boards should also consider policies appropriate to the organization, which may include conflict-of-interest, confidentiality, whistleblower, document-retention, financial-control, reimbursement, investment, gift-acceptance, executive-compensation, and other policies.

Meetings

A Board should meet often enough to provide responsible oversight and carry out the duties required by its bylaws and applicable law. There is no single meeting schedule appropriate for every Board. The frequency will depend on the organization's size, complexity, stage of development, financial condition, risks, and amount of work between meetings.

Meetings should be purposeful, accessible, and organized around governance rather than routine reporting that could have been handled another way. Provide Board members with agendas and relevant information early enough for them to prepare, maintain accurate minutes, and leave enough time for discussion of strategy, finances, risks, mission, community impact, and major decisions.

Depending on applicable law and the organization's bylaws, Boards may meet in person, remotely, or through a hybrid format. Consider technology access, disability access, language access, scheduling, confidentiality, and other factors that affect meaningful participation.

Officers

Many Boards elect officers, although the titles and responsibilities vary according to bylaws and applicable law. Common positions include:

• A President or Chair who leads the Board's governance work, facilitates Board meetings, helps maintain an effective relationship between the Board and chief executive, and helps ensure that the Board fulfills its responsibilities.
• A Vice-President or Vice Chair who carries out responsibilities defined by the bylaws and acts for the Chair when necessary. Whether this person later becomes Chair should be determined by the organization's succession process rather than assumed automatically.
• A Secretary or Clerk who is responsible for ensuring that Board records, meeting notices, minutes, and other required governance documentation are maintained accurately. Staff may assist with these tasks, but the officer remains responsible for making sure the governance requirements are met.
• A Treasurer who helps the Board carry out its financial oversight responsibilities. The Treasurer may chair or work closely with a Finance Committee, review financial reports and budgets, and help other Board members understand the organization's financial position. Financial oversight remains the responsibility of the full Board, not the Treasurer alone.

Some Boards also have an Executive Committee made up of officers or other designated Board members. Its authority should be defined in the bylaws or other governing documents. An Executive Committee can handle appropriate matters between full Board meetings, but it should not become a substitute for full-Board participation or exercise authority that applicable law or governing documents reserve for the full Board.

Committees

Boards may form committees or task forces when they help the Board carry out its responsibilities efficiently. Not every Board needs the same committees, and a committee should not be maintained simply because it has always existed.

Each committee should have a clear purpose, responsibilities, membership, authority, and relationship to the full Board. Committee assignments should take into account members' interests, expertise, availability, development goals, and the work that needs to be done. Avoid overloading a small number of Board members.

Two broad types of committees are common:

1. Standing Committees address continuing areas of Board responsibility.

Depending on the organization's needs, examples might include:

• A Finance Committee that helps the Board review budgets, financial reports, internal controls, long-term financial health, and other financial responsibilities
• An Executive Committee, when appropriate, whose authority and limits are clearly established
• A Governance or Board Development Committee that supports Board recruitment, orientation, bylaws, policies, succession, Board education, and evaluation
• An Audit Committee, when appropriate, that helps oversee independent financial review, audit, risk, and related accountability
• Resource-development, public-policy, community-engagement, program-oversight, or other committees needed for the organization's mission and governance responsibilities

2. Ad Hoc Committees or Task Forces are formed to complete a defined task and then disband when the work is complete. Examples might include a bylaws review, chief-executive search, facilities decision, strategic-planning process, or specific fundraising project.

Board Tasks

Board members may represent the organization publicly, participate in fundraising and advocacy, serve on committees, attend organizational events, develop community relationships, and help secure resources. These activities should support the Board's governance responsibilities rather than distract from them.

In a working-Board organization, members may also carry out operational tasks. Be clear when members are acting as directors and when they are acting as program or administrative volunteers.

How do you go about putting a Board together?

Once you've decided that your organization needs a governing Board, the next step is determining what the Board needs in order to govern effectively. Rather than beginning with a list of prestigious people you hope will say yes, begin with the responsibilities of the Board and the perspectives, competencies, relationships, and experiences needed to fulfill them.

What kind of Board do you want?

Every governing Board has fundamental oversight responsibilities, but Boards may place different emphasis on particular areas depending on the organization's stage, mission, staffing, resources, and strategy.

For example:

A working Board

A small or emerging organization with little paid staff may need directors who are willing to carry out operational work in addition to governance. Members should understand both roles and be willing:

• To participate consistently in Board meetings and governance decisions
• To serve on appropriate committees or task forces and carry out agreed-upon assignments
• To perform clearly defined operational or volunteer responsibilities when the organization needs them

A Board with strong community connection

Every Board should understand the communities affected by the organization's work. An organization may intentionally recruit directors with lived experience, trusted community relationships, geographic knowledge, cultural knowledge, or relationships with important partners.

These members should be full governing participants, not names placed on stationery simply to improve appearances. All directors should understand their responsibilities, prepare for meetings, participate in decisions, and meet the expectations established for Board service.

A Board with relevant knowledge and competencies

A Board may need members who collectively understand areas such as:

• Finance, accounting, budgeting, and financial oversight
• Law, regulation, governance, risk, or compliance
• Communications, public engagement, fundraising, advocacy, or technology
• Issues directly connected with the organization's mission
• The experiences of people and communities directly affected by or participating in the organization's work

Remember that the Board does not need every director to be an expert in every subject. It should have enough collective knowledge to ask appropriate questions, understand information presented to it, recognize when outside expertise is needed, and make informed decisions.

A Board with responsibility for resource development

Helping ensure that the organization has adequate resources is an important Board responsibility. Expectations for individual Board members should be clear and appropriate to the organization.

Board members may:

• Help identify and build relationships with potential supporters, partners, and funders
• Make personally meaningful contributions when that is part of the organization's stated Board expectation and financially feasible for the member
• Explain the organization's mission and impact to potential supporters
• Participate in appropriate fundraising strategies and events
• Make introductions or help cultivate relationships when they are comfortable doing so

Personal wealth should not be a prerequisite for governance unless an organization's particular legal or structural arrangement requires something different. Requiring large personal contributions can exclude people whose perspectives and experience are essential to the Board's work.

A mission-centered Board

Every governing Board should understand and safeguard the organization's mission. Directors should be willing to govern in accordance with that mission while also remaining open to evidence, community feedback, changing circumstances, and strategic approaches that may evolve over time.

What do you expect your Board's relationship to the organization to be?

Be explicit about the relationship among the Board, chief executive, staff, volunteers, members, advisory bodies, and community. Which decisions belong to the Board? Which are delegated to management? Which require community consultation or participation? What information does the Board need to provide responsible oversight?

An advisory council should not be described or treated as though it has governing authority when it does not. Likewise, a governing Board cannot simply give away its ultimate fiduciary responsibilities because the organization prefers a collaborative culture. Participatory governance and clear legal accountability can coexist when responsibilities are designed thoughtfully.

How big do you want your Board to be?

There is no universal ideal Board size. First determine any requirements under applicable law and the organization's bylaws. Then consider the organization's mission, complexity, workload, committee needs, community relationships, decision-making process, and the range of perspectives and competencies needed.

A Board that is too small may lack needed knowledge or place too much work on a few people. A Board that is too large may make meaningful participation and decision-making more difficult. The goal is a size that allows directors to participate actively while providing the range of perspectives and abilities required for effective governance.

Some really important points:

Whatever the size and particular needs of your Board, consider:

• Match recruitment with the responsibilities the Board actually needs to fulfill. Give prospective members a clear description of expectations before they join.
• Build a Board with different experiences, perspectives, skills, relationships, and backgrounds while also recruiting people who can work constructively across disagreement and participate in collective decision-making.
• Make sure prospective Board members understand the mission, fiduciary responsibilities, organizational values, and legal and ethical expectations associated with the role.
• Be straightforward about the time commitment, term length, meetings, committee work, fundraising expectations, financial condition, organizational challenges, conflicts-of-interest requirements, confidentiality expectations, and other significant responsibilities.
• Consider how the Board will include perspectives of people directly affected by the organization's work and how the organization will remain accountable to those communities beyond Board membership alone.
• Plan for Board orientation, continuing governance education, accessibility, succession, and regular assessment of how well the Board is functioning.

How do you find people who match your vision for the Board and invite them to join?

Board recruitment can begin with existing relationships, but don't stop there. Recruiting only through the networks of current members can reproduce the same backgrounds and perspectives over time. Consider a deliberate process for identifying what is missing and reaching beyond familiar circles.

Possible sources include:

• Current participants, volunteers, partners, supporters, and community members
• People with relevant community trust, lived experience, professional knowledge, or leadership experience
• People whose work or responsibilities connect with the issue
• Members or staff of partner organizations and community networks
• People directly affected by or participating in the organization's programs, policies, or mission
• Open calls for nominations or expressions of interest when broader recruitment would improve access to Board service

Talking to potential Board members:

The first conversation should help both the organization and the prospective member decide whether Board service is a good fit. It is not simply a recruitment pitch.

Some guidelines:

• Explain why you are considering the person and what perspectives, experience, relationships, or abilities you believe they could contribute.
• Give an accurate picture of the organization, including its mission, finances, programs, strengths, challenges, current priorities, and Board responsibilities.
• Ask what interests the person about Board service, what they hope to contribute or learn, and what conditions would help them participate effectively.
• Answer questions fully and provide relevant written materials.
• Discuss the person's ability to participate constructively in collective governance, manage conflicts of interest, respect confidentiality, and work across differences.
• Be clear about meeting schedules, expected preparation, committees or task forces, term length, fundraising responsibilities, and other time commitments.

Issues to consider in choosing Board members:

• Does the Board include enough difference in perspective to make thoughtful decisions rather than simply reinforcing what everyone already believes?
• Can potential members disagree constructively and still work together toward the organization's mission?
• Are Board procedures and materials understandable and accessible to all members? What orientation, governance education, language access, disability accommodations, technology, reimbursement, mentoring, or other support will help everyone participate fully?
• Does anyone have an actual or potential conflict of interest that needs to be disclosed and managed?
• What perspectives, competencies, or community relationships are still missing from the Board?
• How will you communicate respectfully with interested candidates who are not selected?

A mechanism for choosing Board members:

Many Boards use a Governance Committee or Nominating Committee to help identify, recruit, interview, and recommend prospective directors. The committee can periodically assess the Board's current composition and future needs rather than recruiting only when a seat becomes empty.

The selection and election process should follow the organization's bylaws. Depending on the structure, Board members may be elected by the existing Board, elected by organizational members, appointed through another authorized process, or selected in some combination of these ways.

When someone is not selected, communicate clearly and respectfully. The decision may reflect the Board's current needs, available seats, conflicts of interest, time requirements, or mismatch with the responsibilities of governance rather than a judgment about the person's overall value.

Someone who is not selected for Board service may still be interested in another role, but don't assume they should volunteer elsewhere. If appropriate, let them know about other opportunities and allow them to decide whether any are a good fit.

Avoid making every departing Board member solely responsible for finding their replacement. That practice can narrow recruitment to existing social networks. Recruitment should be a continuing Board responsibility guided by the organization's strategic and community needs.

How does the Board get started?

Once the initial Board has been selected according to the organization's governing documents or formation process, it needs to organize itself. The exact steps depend on whether the organization is newly forming, already incorporated, or transitioning from another governing structure.

The first meeting should take place in a setting that is accessible, reasonably comfortable, and appropriate for confidential governance discussions. Remote or hybrid participation may also be appropriate where permitted. Provide materials in advance so members can arrive prepared.

A temporary chair or incorporator may facilitate the meeting until officers are selected according to the bylaws or other governing documents. Someone should ensure that accurate minutes are taken.

The first meeting or initial series of meetings may include:

• Introductions and discussion of members' roles and expectations
• Board orientation, including the duties of care, loyalty, and obedience and the distinction between governance and management
• A report on the organization's current condition, including mission, programs, finances, staffing, partnerships, risks, and immediate priorities
• Review, adoption, or amendment of bylaws and the Board's governance structure as appropriate
• Review or adoption of conflict-of-interest and other priority governance policies
• Discussion of the organization's mission, strategic priorities, and the Board's responsibilities for helping the organization pursue them
• Discussion of committees or task forces actually needed for the Board's work
• Election of officers according to the organization's governing documents
• Appointment of committee or task-force leadership when needed
• Committee or task-force assignments when appropriate
• Review of major financial information, banking or signing authority, insurance, required filings, and other immediate fiduciary matters
• Discussion of how the Board will communicate with the chief executive, staff, advisory groups, organizational members, and communities affected by the work
• Establishment of an appropriate Board meeting schedule
• Identification of Board education, recruitment, succession, and self-assessment needs
• Other matters important to establishing effective governance

Not every decision has to be completed at the first meeting. It may be better to orient members thoroughly and give them time to understand the organization before making some committee or leadership assignments. What matters is that the Board leaves the initial process understanding its authority, responsibilities, immediate priorities, and next steps.

In Summary

A well-functioning Board of Directors can be a significant asset to a nonprofit organization. Its central role is governance: safeguarding the mission, setting and monitoring strategic direction, providing financial and legal oversight, ensuring ethical integrity, securing adequate resources, selecting and supporting the chief executive, and remaining accountable to the communities the organization exists to serve.

Board service should not be treated as an honorary position, a way to borrow someone's prestige, or simply a source of free professional services or donations. Directors assume real fiduciary responsibilities. Organizations should recruit people who collectively bring the judgment, lived experience, community relationships, knowledge, skills, and commitment needed to govern effectively.

The Board should also maintain a clear distinction between governance and day-to-day management. In smaller organizations, directors may sometimes perform operational work, but everyone should understand which role they are playing and where authority lies.

Good governance depends on more than the names around the Board table. It requires preparation, transparency, financial stewardship, conflict-of-interest safeguards, constructive disagreement, community accountability, continuing education, self-assessment, and a willingness to change as the organization and community change.

A Board that fulfills those responsibilities can help an organization remain mission-centered, trustworthy, financially responsible, legally and ethically sound, connected with its community, and prepared to pursue its goals over the long term.

___You have decided that a Board of Directors can strengthen your organization in one or more of the following ways:

• Perform tasks of the organization
• Support
• Convince others
• Contribute skills
• Advise
• Help with fundraising

___You are aware of the fact that it is usually necessary to have a Board in order to receive nonprofit status or public funding

___You have decided on the type of Board that is best for your organization:

• Traditional
• Steering committee
• Advisory committee
• Board of Directors that reflects the philosophy and structure of a collaborative program

___You have decided on the reasons why your organization needs a Board of Directors:

• Funding, traditional structure, and nonprofit status
• Gaining connections with the community
• Building organizational credibility
• Attracting good people to your organization and your cause
• Using board members' talents and skills
• Maintaining organizational balance
• Safeguarding the mission

___You have decided that you need a Board of Directors

___You have decided on the purpose of the Board you want:

• A working Board that helps with the actual functioning of the organization
• A Board that exists largely for credibility
• A Board that takes advantage of the direct benefits to the organization of members' talents or training
• A fundraising Board to bring money into the organization
• A Board to safeguard the mission and philosophy of the organization

___The Board's relationship to the organization has been determined

___You have decided on the appropriate size of your Board of Directors

___The Board members have been matched to the jobs you want them to do and to the other members of the Board

___The Board members buy into the basic principles of the organization

___The actual Board members have been selected

___The initial meeting has been held on neutral ground

___Introductions have been made

___You have given a report of the state of the organization

___There is a discussion of the organization's goals and of the tasks necessary to meet those goals

___There has been a preliminary discussion of the other committees needed

___The officers have been elected:

• President or Chair
• Vice-President or Vice Chair
• Secretary or Clerk
• Treasurer

___Committee chairs have been appointed if only temporarily

___Members have been assigned to committees

___A Board meeting schedule has been determined

A PowerPoint presentation summarizing the major points in the section.

• Why is it important to welcome and train new Board members?

• When should you welcome and train new Board members?

• How do you welcome and train an effective Board of Directors?

• Special topic #1: Ongoing training of Board members

• Special topic #2: Making Board participation accessible and inclusive

Nonprofit Boards are anything but static. New members join, experienced members leave, and some may return later. People develop new ideas and perspectives as they learn, talk, and gain experience. An effective Board is a dynamic group that combines continuity with new perspectives, experiences, and ideas in service of the organization's mission.

Transitions are not always seamless. Even an experienced new Board member must learn how this particular organization works: its mission, history, strategy, finances, programs, governance structure, expectations, culture, current challenges, and relationships with staff and community members. Without a thoughtful orientation, new members may feel uncertain about their role or take longer to participate effectively.

With a strong orientation and continuing Board development, new members can contribute their judgment and experience more quickly while understanding the responsibilities that come with Board service. This section offers practical ideas for welcoming, orienting, and continuing to develop Board members.

Why is it important to welcome and train new Board members?

A thoughtful welcome and orientation can help new members:

• Take on their governance responsibilities with greater confidence and clarity
• Build productive relationships with other Board members
• Understand the organization, the people and communities connected with its work, and the context in which it operates
• Understand why they were invited to serve, what is expected of them, and what fiduciary and ethical responsibilities come with Board membership
• Develop a shared understanding of the organization's mission, vision, strategy, Board role, and governance processes while retaining the independent judgment expected of a director
• Participate effectively in Board discussion, oversight, decision-making, committees, and other responsibilities

Orientation also benefits the existing Board. Explaining roles and responsibilities to new members gives experienced members an opportunity to reconsider whether the Board's actual practices match its bylaws, policies, mission, and expectations.

When should you welcome and train new Board members?

Orient each new Board member soon after election or appointment and preferably before or near the beginning of active Board service. Organizations that bring several members onto the Board at the same time may hold a group orientation, while Boards that add members throughout the year may use individual or small-group sessions. An annual retreat can provide an additional opportunity for both new and continuing members to review important governance issues.

Every new director should receive a meaningful orientation even if they already know the organization well or have served on other Boards. A longtime volunteer, program participant, donor, community partner, or former staff member may understand the organization's work but still need to learn the responsibilities and boundaries of governance.

For example, a small all-volunteer crisis-support organization may regularly invite experienced volunteers to serve on its Board. Those volunteers may already know the mission, programs, staff, and many Board members. Their orientation can therefore spend less time introducing the organization's basic work and more time on fiduciary duties, Board authority, financial oversight, conflicts of interest, confidentiality, governance-management boundaries, current strategic issues, and the expectations attached to Board service.

Orientation does not have to occur in one long session. Some information can be provided before the first meeting, some can be discussed during an orientation, and other learning can happen through mentoring, meetings, committee work, site visits, or later education. The goal is not to complete a checklist in one day but to make sure each member has the information and support needed to govern responsibly.

How do you welcome and train an effective Board of Directors?

There are three broad stages in a useful orientation process: preparation, orientation itself, and follow-up.

Before the welcoming and training session:

Decide who should participate

New members are the primary participants, but current Board members, the Board Chair, the chief executive, and relevant staff may also contribute. Current members may serve as mentors, describe committees, explain Board history, or simply help new members build relationships. Staff can help new members understand the organization's programs and operations while also clarifying the distinction between staff responsibilities and Board governance.

Depending on the organization's mission, people directly affected by its work may also contribute to appropriate parts of the orientation by explaining community experiences, organizational history, or the effects of programs and policies. Their involvement should be meaningful and voluntary rather than used simply as a symbolic presentation.

Decide who will facilitate the orientation

The Board Chair, Governance Committee Chair, chief executive, another Board member, staff member, or an outside facilitator may lead different parts of orientation. There is no need for one person to present everything. Using several presenters can help distinguish governance, operations, programs, finances, community relationships, and other topics.

An outside facilitator or governance specialist may be useful when many new members are joining at once, when the Board is revising its governance practices, or when a neutral facilitator would help the group discuss difficult organizational issues.

Send useful information in advance

Give participants enough time to review essential materials before orientation. Use accessible digital materials, secure Board portals or shared workspaces, email, or printed materials according to participants' needs and organizational security requirements.

All attendees may need:

• The meeting date, time, location or virtual-access information, accessibility information, expected duration, and other relevant logistics
• Calendar invitations or reminders at an appropriate time
• A proposed agenda and orientation objectives
• Notice of any materials participants should review or bring
• A current list of Board members, officers, key staff, and relevant roles, with brief biographical information when useful
• Appropriate Board and staff contact information, handled according to privacy preferences

New members should receive or have secure access to key governance and organizational information, such as:

• A current Board handbook or secure digital Board portal, if one exists
• Articles of incorporation and bylaws
• The organization's mission, vision, values, and current strategic plan
• A Board member position description or Board-member agreement describing expectations
• Conflict-of-interest and other priority governance policies
• Current organizational and Board committee charts
• Recent financial statements, the current budget, and enough background to understand the organization's financial condition
• Recent Board minutes
• The annual Board calendar, meeting schedule, and major filing or decision deadlines
• Relevant external coverage, evaluations, audits, assessments, or other information that gives an accurate picture of the organization's strengths and challenges
• Current program, service, annual-report, website, or other organizational information needed to understand the work

Can you overwhelm a new Board member with material?

Yes. Board members need adequate information, but more material is not automatically better. Prioritize what members need before their first decisions and organize additional information so that it is easy to find later. A concise orientation guide, clearly labeled Board portal, or staged reading plan may be more useful than sending a large collection of documents without explaining which ones matter most.

The welcoming and training session itself:

Help people get to know one another

Board members work collectively, so productive relationships matter. Provide introductions and opportunities for members to learn about one another's experiences, connections to the mission, and reasons for serving. Name tags or clear screen names can be helpful when participants have not met.

Informal conversation before or after an orientation can also help people connect. Choose inclusive activities and refreshments that do not depend on alcohol and that take into account accessibility, dietary needs, caregiving responsibilities, scheduling, and different comfort levels with social events.

Building relationships is valuable because Board members need to communicate, deliberate, disagree constructively, and make decisions together. Relationship-building should support their governance work rather than substitute for it.

Explain or review the major topics the Board needs to understand

Topics may include:

• How to use the Board handbook, portal, or governance materials
• The organization's mission, vision, values, and current strategy
• The organization's history, including major accomplishments, challenges, and changes
• The Board's fiduciary duties and responsibility to act with care, loyalty, and obedience to the organization's mission and governing requirements
• The roles and responsibilities of the Board, officers, chief executive, staff, volunteers, advisory bodies, and committees, including expected time commitments
• Governance-management boundaries and how the Board communicates with and evaluates the chief executive
• Conflict-of-interest disclosure and recusal procedures
• Financial oversight, budgets, financial statements, reserves, audits or reviews, internal controls, and major financial risks
• The organization's legal, ethical, confidentiality, privacy, risk-management, and other relevant responsibilities
• The annual governance calendar and important Board activities
• The organizational structure and current Board committees or task forces
• How Board meetings and decisions are conducted, including voting, consent agendas, executive sessions, minutes, and any parliamentary or meeting procedures the Board uses
• How the organization listens and remains accountable to people and communities affected by its work

How formal is your Board?

Boards need clear procedures for discussion, motions, decisions, voting, minutes, conflicts of interest, and other governance responsibilities. Some use Robert's Rules of Order or another parliamentary authority; others use simplified procedures that fit their size and culture.

Whatever system you use, explain it clearly and avoid allowing procedural knowledge to become a barrier to participation. Members should not need years of experience with parliamentary procedure to contribute meaningfully to Board discussion.

The Chair should be able to keep meetings focused, make room for different perspectives, help the Board reach decisions through its agreed-upon process, and ensure that formal actions are documented accurately. The goal is not procedure for its own sake; it is fair, understandable, accountable decision-making.

Ensure adequate time for questions and discussion

Orientation should be interactive. New members need opportunities to ask about organizational history, finances, current challenges, governance responsibilities, Board culture, programs, policies, and anything else they are expected to oversee.

Make sure members know whom to contact with different kinds of questions after orientation. Some organizations also pair new directors with an experienced Board member or governance mentor who can answer questions and help explain Board practices and history.

Help new members become involved early

New members should have meaningful opportunities to participate soon after joining, but don't assign work simply to keep them busy. Discuss their interests, responsibilities, skills, availability, and development goals before assigning committees, projects, or other roles.

Early participation might include joining a committee, contributing to a strategic discussion, attending a program or community event, reviewing financial information with the Treasurer or Finance Committee, meeting staff or community partners, or taking part in another activity that helps the member understand the organization and contribute to governance.

After the welcoming and training session:

Provide a clear record of decisions and next steps

Distribute minutes, notes, or other follow-up materials promptly according to the Board's established process. Highlight decisions, assignments, deadlines, and information members will need before the next meeting.

Board minutes should accurately document formal actions and other information required by the organization's procedures and applicable law. They do not need to reproduce every comment made during discussion.

Ask for feedback on the orientation

Ask new members whether the orientation answered their most important questions, whether any information was unclear or missing, whether the amount and format of material were useful, and what additional learning would help them participate effectively.

Feedback can be collected immediately, after members have had time to reflect, or both. Use paper, digital, anonymous, or conversational methods as appropriate. The goal is to improve future orientation and identify current members' learning needs.

Follow up with new members

A Board Chair, governance committee member, mentor, or other appropriate person should follow up after the member has attended one or more meetings. Use the member's preferred communication method when possible.

Ask how the experience is going, what remains unclear, whether committee or meeting expectations are realistic, whether they have encountered any barriers to participation, and whether additional information or support would help.

Special topic #1: Ongoing training of Board members

Orientation is only the beginning of Board development. Laws, community conditions, finances, programs, technology, risks, organizational strategy, and governance expectations change over time. Continuing education helps directors maintain the knowledge necessary to provide responsible oversight.

The amount and frequency of Board education should reflect the organization's needs rather than a fixed number of trainings each year. Boards may build brief learning sessions into regular meetings, hold an annual or periodic retreat, provide education when new issues arise, or create individual development plans for members.

Education may be provided internally or by outside experts and can occur in person or remotely. Useful approaches include facilitated discussions, webinars, case studies, policy reviews, site visits, community presentations, financial exercises, governance resources, conferences, and peer learning.

Smaller learning opportunities can also contribute to ongoing development. For example:

• Provide brief governance or issue updates through a secure Board portal, shared workspace, or email
• Share appropriate organizational newsletters, reports, program updates, and community feedback
• Provide concise resources on Board development, finance, legal responsibilities, or current strategic issues
• Maintain a secure digital location where members can access current bylaws, policies, minutes, financial materials, Board calendars, committee information, and learning resources

Board education works best when it is connected with actual governance responsibilities. A short discussion on interpreting a financial dashboard may be more useful before budget approval than an unrelated presentation scheduled simply because training was due.

Training can be conducted by Board members, staff, community partners, people directly affected by the organization's work, professional advisers, governance specialists, or other people with appropriate expertise. Be mindful of conflicts of interest and don't assume that a Board member with a professional credential should automatically provide unpaid professional advice outside the scope of Board service.

Possible topics include:

• Board fiduciary responsibilities and applicable legal requirements
• Conflicts of interest, disclosure, recusal, indemnification, insurance, and risk management
• The organization's mission, vision, values, history, strategy, and theory of change
• The organization's programs and operations and the experiences of people and communities directly affected by or participating in its work
• Governance-management boundaries and the Board's relationship with the chief executive and staff
• Effective Board and committee practices
• How to participate effectively as a Board member
• Financial oversight, budgeting, financial statements, reserves, audits or reviews, internal controls, and financial risk
• Constructive disagreement, deliberation, and decision-making
• Conflict resolution and healthy Board relationships
• Problem solving and risk assessment
• Strategic planning, monitoring, and organizational sustainability
• The strengths, experiences, priorities, and concerns of people and communities connected with the organization's mission
• Resource development and fundraising responsibilities
• Communications and public engagement
• Community relationships and accountability
• Board-staff relationships
• Chief-executive compensation, evaluation, succession, and the Board's oversight responsibilities
• Program and organizational evaluation
• Accessibility, inclusion, and how Board structure and culture affect participation
• Cybersecurity, privacy, data governance, or other technology-related responsibilities when relevant to the organization
• Board self-assessment, succession, recruitment, and continuing development

Special topic #2: Making Board participation accessible and inclusive

New Board members bring different experiences with governance, nonprofit organizations, professional terminology, meeting procedures, technology, finance, and group decision-making. These differences do not determine whether someone is capable of being an effective director.

Instead of asking which members need "extra help," examine whether Board practices themselves create unnecessary barriers. An organization may rely on unexplained acronyms, complex financial documents, parliamentary terminology, long meetings, unpaid travel, inaccessible technology, English-only materials, unspoken social expectations, or meeting schedules that make participation harder for some members.

For example:

A literacy organization intentionally included adult learners on its Board because their experience was essential to understanding the organization's work. Some new directors had never served on a formal governing body, while other Board members had years of experience with nonprofit meetings and institutional language.

Rather than assuming the learners lacked the ability to govern, the organization could examine how its own Board practices affected participation. It might provide orientation for every new director, explain governance terms without jargon, use clear agendas and financial summaries, assign mentors when useful, provide materials in accessible formats, invite questions outside meetings, and make sure people have meaningful opportunities to speak and influence decisions.

Those changes can benefit the entire Board. Experienced directors also vary in their knowledge of finance, law, programs, community history, technology, or the lived experiences connected with the organization's mission.

Other participation considerations may arise when Board members:

• Prefer or require communication in a language other than English
• Are the only or one of very few members from a particular racial, cultural, disability, age, gender, socioeconomic, geographic, or other community and may experience tokenization or pressure to speak for an entire group
• Prefer quieter, written, small-group, or more reflective forms of participation
• Need disability-related accommodations or accessible technology and materials
• Face transportation, caregiving, scheduling, internet-access, or other practical barriers to participation
• Have extensive lived experience related to the mission but less familiarity with formal nonprofit governance

Useful responses might include interpretation or translated materials, plain-language explanations, accessible documents and meeting platforms, reimbursement of reasonable Board-related expenses when appropriate, flexible or hybrid participation, mentoring, governance education, multiple ways to contribute during discussion, and clear explanations of how decisions are made.

Pay particular attention to power within the Board. A person should not be invited because the organization wants the appearance of representation and then discover that decisions have already been made elsewhere. Likewise, no individual should be expected to represent an entire community simply because they share one characteristic with that community.

Inclusion means more than having different people present. It means creating conditions in which directors can obtain the information they need, ask questions without embarrassment, disagree respectfully, exercise independent judgment, take on leadership, and meaningfully influence the Board's decisions.

In Summary

Welcoming and orienting new Board members is a continuing part of good governance. Every new director -- including someone with previous Board experience or deep familiarity with the organization -- needs to understand the responsibilities, structures, finances, culture, mission, strategy, and current circumstances of the particular organization they are joining.

Orientation should provide essential information without overwhelming people, distinguish governance from management, explain fiduciary and ethical responsibilities, introduce new members to the organization's work and communities, and give them opportunities to build productive relationships with other directors and staff.

Board development should continue after orientation. As the organization and its environment change, directors may need additional learning about finance, legal responsibilities, strategy, community issues, risk, evaluation, fundraising, executive oversight, technology, and other areas of governance.

Finally, effective Board education is not about identifying which members are less sophisticated or need to be brought up to the level of everyone else. Every director has areas of knowledge and areas where learning is needed. A strong Board makes its governance practices understandable and accessible, addresses barriers to participation, values different forms of expertise, and ensures that all members have a genuine opportunity to contribute to collective decision-making.

Before the welcoming and training session:

___You have decided who should attend

___You have decided who will facilitate the meeting

___You have sent out information for attendees to look over before the meeting

You have made sure new members will receive:

___A Board manual

___Minutes of previous meetings

___Articles

___Materials developed about the organization and its programs

The welcoming and training session itself:

___You have given everyone nametags

___You made sure everyone has a chance to meet everyone else

___You explained major topics which concern the Board

___You have ensured adequate time for questions and answers

___You made sure new members get involved immediately

After the welcoming and training session:

___You sent out minutes that detail what was said

___You have send out an evaluation form

___You have called the new members

You have made sure that new members are able to:

___Take on their roles in the organization both quickly and comfortably

___Feel more connected to one another

___Feel more connected to the organization

___Better understand their role on the Board -- why they were asked to join, and what is expected of them as members

___Operate from the same "script" -- that is, to understand the vision, mission, and their roles in the organization in the same way

___Feel more motivated to do a better job

Example: Sample Topics for a Board of Directors Manual

A manual of relevant Board materials should be provided to each Board member. This manual greatly helps to orient and train new Board members, and ensure efficient organization and access to these materials.

While certainly not required for all manuals, you should consider whether the following topics are relevant for your Board of Directors manual:

• Strategic Plan Information (Vision, Mission, Values, Issues, Goals, Strategies, Work Plans)
• Work Plans (for each Board Committee)
• Board Roster
• Board Member Biographies
• Board Organization
• Background Information
• Code of Conduct
• Committee List
• Membership Policies (if the organization is a membership agency)
• Policy Statement
• List of Current Members
• Chief Executive
• Job Description
• Evaluation Process
• Performance Criteria
• Finances
• Fiscal Policies
• Internal Control Policies (Accounting Procedures)
• Most Recent Overall Financial Statement
• Budget Narrative
• Income and Expense Statement
• Personnel Policies
• Accounting Controls
• Collections for Accounts Past Due
• Conference Room / Meetings
• Dress Code
• During Chief Executive's Absence
• In Case of Fire
• Key Forms
• Kitchen Area
• Large Mailings and Copy Lists
• Office Forms
• Office Supplies
• Other Reimbursements
• Performance Appraisal
• Receptionist/Program Assistance Advance Notice
• Snow Days
• Special Recognitions
• Telephone Coverage
• Time Tracking
• Tracking In-Kind Donations
• Tracking Volunteer Hours
• Travel Reimbursements
• Vacations
• Organization and Services
• Staff Code of Conduct
• Diversity Plan
• Organization Chart
• Job Descriptions
• Salary Scales
• Summary of Benefits
• Staff Address List
• Staff Information Form
• Descriptions of Programs/Services
• Program / Plan Results
• Service Objectives
• Income Objectives
• General Information About Boards
• (any concise materials about Board roles, responsibilities, etc.)

Tool: Evaluation Worksheet

Evaluation Form

 

Today's meeting:

Today's Date:

What did you like best about today's meeting?

 

What did you not like about today's meeting?

 

What information did you want or need that you didn't learn today?

 

What information did you receive that you thought wasn't especially helpful?

 

What additional comments or suggestions do you have for the next orientation and training session?

 

Thank you for spending the time to fill out this evaluation. We look forward to working with you at future meetings!

A PowerPoint presentation summarizing the major points in the section.

Boards are everywhere. If you're reading this Tool Box section, you're probably on a Board, work with one, or are affected by decisions made by a governing body. Schools, banks, nonprofit organizations, health systems, community organizations, and many other institutions rely on Boards or similar governing bodies to provide oversight and make important decisions.

Even when we're not aware of it, Boards affect our lives in many ways. They may help determine an organization's mission and strategy, oversee financial resources, approve major policies, select and evaluate a chief executive, and monitor whether the organization is meeting its legal, ethical, and community responsibilities.

Boards can also struggle. Members become overextended, disengaged, or frustrated. New members may join without fully understanding the organization's finances, governance responsibilities, or current challenges. Meetings may become focused on routine reporting rather than important decisions. A Board can also become disconnected from staff, the mission, or the communities the organization exists to serve.

The question we will attempt to answer in the following pages is, "How can we reduce those risks and maintain an effective Board over time?" We'll begin by briefly defining a Board of Directors, then look at why Board maintenance matters and discuss practical ways to support strong governance throughout the life of an organization.

What is a Board of Directors?

A Board of Directors is the governing body of many nonprofit organizations. Its specific authority depends on applicable law, the organization's legal form, and its governing documents, but generally the Board is responsible for oversight and accountability for the organization's mission, strategy, financial stewardship, legal and ethical integrity, resources, and chief executive.

The Board is not ordinarily responsible for managing the organization's day-to-day operations. That responsibility generally belongs to the chief executive and staff. The Board governs by establishing or approving major direction and policy, asking appropriate questions, monitoring organizational performance and risk, and ensuring that the organization remains accountable to its mission.

Of course, governing bodies use different names. Some organizations call them Boards of Trustees or another legally defined title. Steering committees, executive committees, planning groups, and advisory councils may perform different functions and should not automatically be treated as equivalent to a governing Board. The ideas in this section apply primarily to groups that hold actual governance responsibility.

Why should you maintain a strong Board?

Maintaining an effective Board is an ongoing responsibility. Board composition changes, community conditions evolve, organizations grow, financial circumstances shift, and new laws, risks, partnerships, and strategic questions emerge. Developing consistent governance practices helps the Board remain effective even as individual members change.

A strong Board:

• Helps keep the organization's mission, vision, values, and strategic direction clear and central to major decisions
• Supports a clear and productive relationship between the Board, chief executive, and staff
• Helps the organization identify, monitor, and respond appropriately to legal, financial, ethical, operational, and reputational risks
• Strengthens stewardship of financial and other resources and can improve the organization's credibility with funders, partners, and community members
• Supports thoughtful succession and recruitment so that the Board maintains needed perspectives, competencies, continuity, community relationships, and new ideas over time
• Helps ensure that the Board evaluates its own performance and adapts its governance practices as the organization changes

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 clear and current governance information. Members should have convenient access to the organization's articles of incorporation when applicable, bylaws, major Board policies, strategic plan, Board and committee structure, recent minutes, current financial information, and other documents needed to govern responsibly. These materials may be organized in a secure Board portal or shared workspace, with printed or alternative formats available when useful.
• Providing clear written expectations for Board members. Potential and current directors should understand the time commitment, meeting preparation, attendance expectations, fiduciary duties, committee responsibilities, fundraising expectations if any, confidentiality, conflict-of-interest requirements, and other significant responsibilities associated with Board service.

Provide important information before someone formally agrees to join the Board whenever possible. A prospective member should have enough information to make an informed decision about whether the responsibilities, time commitment, mission, and organizational circumstances are a good fit.

Design a process for welcoming, training, and mentoring new members

Once members join the Board, provide a meaningful orientation to the organization and to governance. Even someone who already knows the organization's programs or has served on another Board needs to understand the responsibilities, financial condition, policies, strategy, culture, and governance practices of this particular organization.

Orientation should be followed by ongoing Board development. Members may need additional education as new strategic, financial, legal, community, technological, or organizational issues arise.

Maintain a healthy, effective relationship with paid staff

The Board and staff have different but connected responsibilities. A healthy relationship depends on clear boundaries, mutual respect, useful communication, and shared understanding of the organization's mission.

Helpful practices include:

• Inviting the chief executive and, when appropriate, staff members or volunteers to present information that helps the Board understand programs, operations, community conditions, opportunities, risks, and results. Staff participation should be purposeful and should not turn Board meetings into routine operational staff meetings.
• Making sure the chief executive has the support, clarity, resources, and feedback needed to carry out the responsibilities delegated by the Board. The Board should also establish appropriate ways to understand organizational culture and staff well-being without bypassing the chief executive's management role.
• Creating opportunities for Board members to understand the organization's work firsthand through site visits, program observations, community events, presentations, or conversations when doing so is appropriate and does not interfere with services, privacy, safety, or staff responsibilities.

The Board-chief-executive relationship is a shared responsibility. The Board Chair and chief executive should communicate regularly about governance, strategy, information needs, and Board development. The chief executive generally keeps the Board informed about operations and important developments, while the Board provides oversight, strategic direction, support, and evaluation.

Hold effective meetings

Board meetings are one of the main places where directors exercise their governance responsibilities. Effective meetings require preparation, clear procedures, relevant information, and enough time for thoughtful discussion and decision-making.

Some guidelines:

• Use clear and understood meeting and decision-making procedures. Some Boards use Robert's Rules of Order or another parliamentary authority, while others use simplified procedures that fit their size and needs. Whatever approach you use, explain it clearly and make sure members understand how motions, discussion, voting, conflicts of interest, executive sessions, and other important actions are handled.
• Prepare agendas around the decisions and discussions that require Board attention. Routine information can often be provided through reports or consent agendas so that meeting time is available for strategy, finances, risk, mission impact, organizational performance, and other governance matters.
• Send concise, understandable Board materials far enough in advance for members to review them. Highlight what members are expected to read, decide, or discuss rather than sending large amounts of undifferentiated information.
• Use experts, staff members, community partners, or other presenters when their knowledge will help the Board make an informed decision.
• Create multiple opportunities for participation. Invite input without assuming that every member contributes best by speaking frequently in the full meeting. Written comments, small-group discussion, committee work, or follow-up questions may also help directors contribute effectively.
• Make meetings accessible. Consider disability access, language access, remote or hybrid participation, technology, transportation, caregiving, scheduling, and other practical barriers that may affect Board members' ability to participate.

Meetings can occasionally take place at program sites or other locations connected with the mission when that helps directors understand the organization's work. Make sure the location is appropriate, accessible, safe, and does not compromise participants' privacy or disrupt operations.

Board members also benefit from knowing one another well enough to disagree and work together constructively. Informal conversation, meals, retreats, or other relationship-building opportunities can help. Keep these opportunities inclusive and don't make alcohol, expensive activities, or participation outside normal Board responsibilities necessary for belonging.

Boards need enough operational information to provide oversight, but they should avoid spending most of their meeting time managing operational details. If a subject requires deeper work between meetings, a committee or task force may be able to study it and return with recommendations.

Maintain a sensible work level for Board members

Every director should participate meaningfully in the Board's governance work, but that doesn't mean assigning tasks simply to keep everyone busy. Expectations should be purposeful and realistic.

Board members may contribute through meeting preparation, decision-making, committees, fundraising, community relationships, strategic planning, recruitment, financial oversight, advocacy, or other responsibilities appropriate to the organization. Consider each member's capacity, experience, interests, and the needs of the Board when distributing work.

Watch for both disengagement and overload. If a few directors are consistently carrying most of the work, or if expectations are becoming unrealistic, revisit committee structures, staffing, Board size, or the amount of work the Board has taken on.

Develop a policy for dealing with urgent and routine matters between meetings

Board work continues between meetings. Committees may meet, directors may review information, and time-sensitive decisions may arise. Establish clear communication and decision-making procedures before an emergency occurs.

Communication options may include:

• Secure group messaging, telephone, or text communication for appropriate time-sensitive updates
• Email or a secure Board portal for distributing information and documents
• A designated Board or staff contact responsible for coordinating information
• Shared Board calendars, collaboration platforms, or periodic governance updates

Be careful not to make formal Board decisions through informal communications unless the method is permitted by applicable law and the organization's bylaws. Establish procedures for special meetings, written or electronic consent, emergency decisions, and other between-meeting actions when appropriate.

Some Boards delegate limited authority to an Executive Committee or another authorized group between full Board meetings. That authority should be clearly defined and should not include matters that applicable law or the organization's governing documents reserve for the full Board. Significant decisions should be reported promptly to the Board.

Define terms of membership

The Board's bylaws should clearly address terms of service, officer selection, vacancies, removal, and any term limits or staggering of terms.

How will you choose your officers?

Establish a transparent process consistent with your bylaws. Some organizations use a Chair-elect or Vice Chair as part of succession planning, while others select officers based on the Board's current leadership needs. Avoid assuming that holding one office automatically entitles someone to the next unless the governing documents specifically establish that process.

Will your Board use staggered terms?

Staggering terms can help preserve continuity by preventing a large portion of the Board from leaving at the same time. The exact structure should be based on the Board's size, bylaws, recruitment capacity, and succession needs rather than a fixed formula.

Will your Board have term limits?

Boards should deliberately consider whether term limits fit their circumstances. Term limits can create regular opportunities for renewal, succession, and recruitment, while organizations with specialized structures or limited recruitment pools may have different needs. Whatever approach you use should be stated clearly in the bylaws and applied consistently.

How will you maintain the perspectives and competencies your Board needs?

Consider the organization's mission, strategy, future challenges, communities, geographic reach, financial responsibilities, and leadership needs. A strong Board may include variation in lived experience, race, ethnicity, culture, geography, age, disability, socioeconomic background, professional knowledge, organizational experience, and other relevant dimensions.

No Board member should automatically be expected to represent an entire community because of one characteristic. Board diversity should also be accompanied by direct, ongoing engagement with the people and communities affected by the organization's work.

Board members will arrive with different levels of familiarity with nonprofit finance, parliamentary procedure, legal terminology, fundraising, technology, or institutional culture. Make governance processes understandable for everyone through clear materials, orientation, continuing education, mentoring, accessibility support, and opportunities to ask questions. Formal education or prior Board experience is not the same thing as governance ability.

A Governance or Nominating Committee can help the Board think strategically about recruitment, succession, officer development, and future needs rather than waiting until a vacancy occurs.

Be aware of laws and regulations that affect the Board and the organization

Laws and regulations affecting nonprofit organizations vary by jurisdiction, legal structure, activities, funding, tax status, employment practices, services, fundraising methods, and other circumstances. Examples may include charitable solicitation, employment, tax, privacy, lobbying, raffles or gaming, licensing, reporting, contracts, accessibility, and Board fiduciary responsibilities.

Legal and regulatory compliance is an organizational responsibility. The Board provides oversight and should understand the major legal and ethical risks facing the organization. The chief executive and staff generally monitor and implement requirements related to operations, often with assistance from accountants, attorneys, insurance professionals, human-resources specialists, or other advisers.

Legal expertise on the Board can be useful, but a director who happens to be a lawyer should not automatically be treated as the organization's legal counsel. Board service and legal representation are different roles and may create conflict-of-interest, privilege, insurance, or other questions. Obtain qualified professional advice when necessary.

Develop and maintain a conflict-of-interest policy

A conflict-of-interest policy should explain what constitutes an actual or potential conflict, who must disclose it, how disclosure is made, when a person should leave discussion or abstain from voting, and how the organization documents the decision.

Board members, officers, and other covered individuals should review the policy when they begin their roles and at appropriate intervals afterward. Many organizations use periodic or annual disclosure statements to help identify possible conflicts. The purpose is not to assume that conflicts are inherently improper; it is to make sure they are disclosed and managed transparently before they affect organizational decisions.

Set aside time for strategic thinking and Board development

Many Boards find an annual or periodic retreat useful for discussing strategy, organizational direction, Board development, and topics that are difficult to address during regular meetings. A retreat is one option rather than a requirement.

Strategic discussion should not occur only once a year. Board agendas throughout the year should make room for major questions about mission, community needs, organizational performance, finances, risks, resources, and future direction.

A retreat or other planning session can also provide time for directors to identify what they want to learn in the coming year and what governance issues deserve greater attention.

Evaluate the Board regularly

Boards should periodically assess how well they are fulfilling their responsibilities. Assessment can examine meeting quality, financial oversight, strategic focus, Board-chief-executive relationships, recruitment, committee structure, community accountability, Board culture, individual participation, and other areas important to governance.

Brief reflection can occur annually or even after significant meetings or projects. A more comprehensive Board self-assessment may be useful every few years, followed by a specific Board-development plan. The value of assessment comes from acting on what is learned rather than simply completing a questionnaire.

Also review bylaws, committee structures, governance policies, Board-member expectations, and other systems periodically to make sure they still fit the organization's actual needs.

Recognize accomplishments and contributions

Board service requires time, preparation, judgment, and responsibility. Recognize directors' contributions and important organizational milestones in ways participants value.

Healthy relationships and a sense of belonging can make Board service more sustainable, but Board effectiveness also depends on meaningful work, clear responsibilities, responsible governance, and evidence that the Board's efforts are contributing to the mission.

In Summary

Maintaining an effective Board is continuing work. Organizations change, Board members rotate, community needs evolve, and new financial, legal, strategic, and operational challenges arise. Good governance therefore requires more than recruiting a strong group of people once and assuming the Board will remain effective on its own.

Effective Board maintenance includes clear expectations, meaningful orientation and continuing education, productive meetings, realistic workloads, strong succession planning, an appropriate Board-chief-executive relationship, reliable communication, financial and legal oversight, conflict-of-interest procedures, regular assessment, and opportunities for directors to understand the organization's work and communities.

It also requires clarity about governance. The Board should provide oversight and strategic direction without unnecessarily managing staff or day-to-day operations. The chief executive and staff should provide the Board with accurate information, carry out delegated responsibilities, and help directors understand operational realities. Each has a different role, and the organization is strongest when those roles are clear and mutually respected.

Finally, maintaining a strong Board means continuing to learn. Assessment, community feedback, new members, changing circumstances, and experience all provide opportunities to improve the way the Board governs. A Board that takes those opportunities seriously is better positioned to protect the mission, steward resources responsibly, maintain public trust, and help the organization remain effective over time.

___You understand what a Board of Directors is, what are its functions and how it works

___You have developed a system to assist Board members in understanding the Board and their roles on it

___You have designed a process for welcoming, training, and mentoring new members

___You have made sure your relationship with your staff is healthy and effective

___You have made plans for having effective meetings in the future

___You gave the Board members a sensible work level

___You have developed a policy for dealing with urgent matters between meetings

___You have defined the terms for the membership

___You are aware of state and national laws that will affect the Board and the organization

___You have developed a conflict-of-interest policy and maintained it

___You organized an annual retreat

___You plan to have formal evaluations regularly

___You celebrated all of your accomplishments with the Board

Example: Interview with Margaret Schmidt

Margaret "CeCe" Schmidt is the past president of the American Society for Clinical Laboratory Science, the oldest organization of laboratory professionals in the country. We thank Dr. Schmidt for sharing her time and expertise.

CTB: Talk a little about the setup of your Board.

Dr. Schmidt: Our Board is 15 members total; they are all volunteers. The continental and non-continental United States are divided into 10 sections called regions. Each one of those 10 sections has a regional director, and their composite states are their responsibility. Then each of those directors is one of the 15 people on the Board together with the four officers. There is also a student representative on the Board. Regional directors are three years in term, officers are basically three years in term, [and the] student is one year.

The meetings are four a year: one by conference call, three face-to-face. The office staff in Washington, D.C. handles the databank, so it's a typical volunteer professional association setup. Our by-laws are governed by Robert's Rules of Order. So, all order of business has to be in reference to and according to Robert's Rules. Most of the volunteers on the Board are aware of that, however... they basically depend on the officers and the executive vice-president to keep them on the clean and straight with respect to handling business.

And as far as what make [Boards] work, it is directly related to the talent or lack of same that you have on the Board. Probably the worst failure of Boards is understanding the judiciary financial and legal responsibility of the officers. So you have a personnel role, you have a financial role, you have a legal and a liable role, and those are things that people...don't think about that when they get elected. So, there is a very strong need for a good Board orientation.

In experience with Board meetings, the biggest tangle you can get into are those revolving around contentious issues. Under those circumstances your strongest suit is your ability to keep the conversation flowing, keep the tempers at a minimum, and get real business transacted as opposed to having people get on their soapbox.

CTB: How do you do that?

Dr. Schmidt: You do that by following Robert's Rules and just pulling it down on their heads when you have to when you hear the conversation going into a 360. You also do it by setting time limits. You do it by setting number of times people can speak on the issue. You do it by a lot of politicking before you ever get to the Board meeting, because you need to know what is the range of emotion on a given subject. It gets out of hand very, very quickly otherwise and goes circular on you.

Alternately, then, you have to let it spin. As the chair, you have no vote except to break a tie, and your role is to keep a process moving, not to take part. It's very hard to keep your mouth shut, particularly if you have a strong feeling one way or the other. If you do need to speak, then you need to turn the meeting chairmanship over to somebody else and go below your line and speak and then take back up. So, a certain amount of orderliness is really critical. Having a firm agenda before you go into the meeting is critical, because if it's not on the agenda, you do not have to allow it in. So that's another maneuver that you can use to keep contentious subject matter out when it's not ready to be discussed or it has no role in the meeting.

CTB: What do you do in between meetings?

Dr. Schmidt: In between meetings we drive each other crazy by e-mail, because a lot of the 'What do we do about this?' 'Who do we need to get to do that?' is constant interplay between our organization, and we have report people to go to meetings, send people here, work with projects, work with the industry and the vendors in the laboratory arena. That's constantly done between the officers and the whole Board electronically. So it's really saved our muffins with respect to the dollars in calls and post-its, and it's immediate feedback. We changed the by-laws about three or four years ago to allow for electronic voting.

It's fairly smooth as long as people do what they're expected to do. That's the trick.

CTB: What happens when they don't?

Dr. Schmidt: When they don't, well, then there are all those sorts of possibilities from the very minimal which would be to urge them to please report and try to embarrass them into doing what they're supposed to do...right up to sanction and expulsion, and that's very clear in the by-laws and the standard operating procedures and policies. We've not had to do that, although there have been moments where we came close.

CTB: What advice can you give to new Board members?

Dr. Schmidt: Get organized. Do your homework before you get there. Read what it is you're supposed to read, talk with the people you're supposed to talk to, and be prepared to present pro/con right there in succinct terms so we don't go into a flipping 360. If the report's in the agenda book, all accurate, thorough, complete, presenting all the signs necessary, the discussion is there, and we've read them before we get there, the Board meeting could be 20 minutes long, theoretically. And there have been some of our meetings that have been very short because they were well done. But the whole organization depends on whether all 15 people (in our case) arrive ready to do it and ready to answer and ask the appropriate questions. If that doesn't happen, it's an absolute sloppy zoo.

Tool: Key Points for Facilitating Community Boards of People with Lived Experiences

The Justice-Involved and Emerging Adult Populations Initiative (JEAP) highlights key points on how to be a facilitator in environments where people have lived experiences in this Tipsheet: Key Points For Facilitating Community Boards (PDF).

A PowerPoint presentation summarizing the major points in the section.

Thoroughly written bylaws help organizations know how to handle governance questions and new situations that may arise. Bylaws can reduce confusion, clarify authority and responsibilities, establish consistent decision-making procedures, and help an organization remain focused on its purpose. In this section, we'll look at what bylaws are, when they should be written, how to develop them, and how to use and update them over time.

What are bylaws?

Bylaws are written rules governing the internal operation of an organization. Depending on the organization's legal form and applicable law, bylaws may define matters such as the organization's official name and purpose, whether it has voting members, the composition and responsibilities of its Board, officer roles, elections or appointments, meetings, quorum, voting, committees, amendments, and other governance matters.

Bylaws operate within a larger legal framework. They should be consistent with applicable federal, state, tribal, or local law and with the organization's articles of incorporation, certificate of incorporation, constitution, trust document, or other organizing document. If those authorities conflict, the bylaws generally cannot override a higher legal requirement.

Bylaws can have significant legal and governance consequences because an organization's directors, officers, members, and others with defined governance responsibilities are expected to follow the rules that apply to them. The precise legal effect and enforceability of particular provisions depend on applicable law and the organization's circumstances.

Bylaws are different from policies, procedures, and standard operating procedures. Bylaws generally address the organization's governing structure and fundamental decision-making rules. Policies provide more detailed standards on subjects such as conflicts of interest, finances, personnel, confidentiality, document retention, or investments. Procedures explain how recurring operational tasks are carried out.

Keeping these different levels of rules separate can make governance easier to maintain. Details that change frequently may be better placed in a policy or procedure than in bylaws that require a formal amendment every time they change.

Why should an organization have bylaws?

Bylaws can be useful for many organizations, particularly incorporated nonprofits, membership organizations, and groups with formal governing bodies. Clear bylaws can:

• Define who has governing authority and how that authority is exercised
• Clarify how directors, officers, or members are selected, removed, and replaced
• Establish rules for meetings, notice, quorum, voting, and decision-making
• Clarify the relationship among the Board, officers, members, committees, and chief executive
• Provide continuity when leadership changes
• Establish procedures for resolving governance questions before a dispute arises
• Help the organization remain accountable to its stated purpose and governance structure

Whether bylaws are legally required depends on the organization's legal form and the law of the jurisdiction in which it is organized. State nonprofit corporation laws commonly address bylaws, but requirements differ.

State nonprofit status and federal tax-exempt recognition are separate matters. Organizations seeking recognition under section 501(c)(3) of the Internal Revenue Code must satisfy federal organizational requirements, generally through their articles or other organizing document. If an organization has adopted bylaws, it may also be required to provide a current copy as part of its federal exemption application.

When should bylaws be written?

If your organization doesn't yet have bylaws, situations in which developing them may be necessary or particularly useful include:

• When you are forming an incorporated nonprofit or another legal entity whose governing rules are addressed by applicable law
• When you are establishing a Board of Directors or formal membership structure
• When your organization is undergoing a significant change in purpose, governance, membership, or leadership structure
• When there is uncertainty about elections, appointments, officer responsibilities, meetings, voting, removal, succession, or other fundamental governance matters
• When the organization's legal, funding, contracting, or tax-exemption process requires or would benefit from formally adopted governance rules

A small informal group may not need bylaws immediately. However, once a group incorporates, establishes a governing Board, takes responsibility for substantial funds or assets, hires staff, signs contracts, or assumes significant legal responsibilities, it should determine what governing documents are required and put an appropriate structure in place.

How do you write bylaws?

Before you begin, determine what legal entity and governance structure you have or intend to create. Bylaws for a nonprofit corporation with a governing Board and no voting members will look different from bylaws for a membership association whose members elect directors and vote on major matters.

Also determine what belongs in the bylaws and what belongs elsewhere. Bylaws should generally establish durable governance rules. Day-to-day personnel decisions, program procedures, detailed financial processes, technology practices, and other frequently changing operational matters usually belong in Board policies or staff procedures.

Because nonprofit corporation laws differ by jurisdiction, check the requirements that apply where the organization is formed. Organizations with complicated structures, substantial assets, voting members, regulated activities, or unusual governance arrangements may benefit from legal review before final adoption.

Gather examples of the bylaws of similar organizations for reference

Reviewing bylaws from organizations with a similar legal structure, mission, size, or governance model can help you understand common approaches. Model bylaws from reputable legal, government, nonprofit, or professional sources can also be useful.

Don't simply copy another organization's bylaws and replace its name with yours. Its provisions may reflect a different state's law, a different membership structure, or governance practices that don't fit your organization. Use examples to identify questions you need to answer, then draft provisions that match your own organization and applicable requirements.

Decide by whom and how the bylaws will be written and approved

Identify who has authority to draft, review, and adopt the bylaws. During formation, this might involve incorporators, an initial Board, a steering committee, legal counsel, or another authorized group. In an existing organization, the bylaws themselves may specify whether amendments are approved by the Board, voting members, or both.

Before drafting, determine:

• Who will prepare the initial draft
• Who will review proposed language
• Whether legal or other professional review is appropriate
• Who has authority to approve the bylaws
• What notice, quorum, and voting requirements apply

One person or a small drafting group can often prepare the document more efficiently than a large group writing every sentence together. The larger group can then concentrate on the governance choices that require collective discussion.

Write a first draft of your bylaws

Begin by identifying the major governance decisions that the bylaws must address. A model outline can help organize the draft, but adapt it to your organization rather than treating it as a universal template.

The topics below commonly appear in bylaws. Your organization may need additional provisions or may place them in a different order.

Article I. Name and purpose of the organization.

State the organization's legal name accurately. If the organization regularly uses another approved name, acronym, or "doing business as" name, you may also identify it where appropriate.

Describe the organization's purpose clearly enough to establish the scope of its activities without making the bylaws unnecessarily restrictive. For an organization seeking recognition under section 501(c)(3), make sure the purpose stated in the bylaws is consistent with the organization's articles or other organizing document and its tax-exempt purposes.

Illustrative example:

Article I. Name and Purpose.

Section 1. The name of the organization shall be Community Connections, Inc.

Section 2. The organization shall operate for the charitable and educational purposes stated in its Articles of Incorporation.

A vision or mission statement may also appear in the bylaws if the organization wants it there, but consider whether the statement is expected to remain stable enough to justify requiring a formal bylaw amendment whenever it changes.

Article II. Membership, if the organization has members.

Some nonprofit corporations have voting members with legal rights under state law; others do not. The bylaws should clearly state which structure applies.

If the organization has members, this article may address:

• Eligibility for membership
• Classes or categories of membership, if any
• Voting and other membership rights
• Dues or other requirements, if applicable
• Resignation, suspension, or termination of membership
• Member meetings and actions

If the organization does not have statutory or voting members, say so clearly rather than creating ambiguity about whether donors, volunteers, program participants, or supporters possess legal membership rights.

Article III. Governance, directors, officers, and decision-making.

This portion of the bylaws commonly addresses:

• Governance and authority: Which body governs the organization, what authority it has, and which responsibilities may be delegated. If the organization has a chief executive, the bylaws may establish the Board's authority to select and oversee that position while leaving supervision of other staff and ordinary operations to management.
• Board composition: The number or permitted range of directors, qualifications if any, how directors are selected or elected, terms of service, vacancies, resignation, and removal.
• Officers: Which officers the organization will have, how they are selected, their terms, major responsibilities, resignation, removal, and vacancies.
• Succession and vacancies: What happens when a director or officer resigns, dies, is removed, or is otherwise unable to serve.
• Committees: Which standing committees, if any, are established by the bylaws; how additional committees or task forces may be created; how members and chairs are selected; and what authority a committee may exercise.
• Decisions: Quorum, voting requirements, abstentions, actions without a meeting where permitted, and any special approval requirements.
• Chief executive: If useful, the chief executive's relationship to the Board, whether the chief executive is or is not a voting director, and the Board's authority regarding appointment and evaluation.
• Amendments: Who may propose amendments, what notice must be provided, who has authority to approve them, and what vote is required.

Avoid using a universal amendment rule such as a two-thirds vote unless that requirement is appropriate for your organization and consistent with applicable law. State law or your own governing structure may require a different procedure.

Notice may be delivered by mail, email, electronic Board portal, or another method permitted by applicable law and the organization's governing documents. Avoid specifying outdated delivery methods unless the organization actually intends to require them.

Additional governance provisions.

Depending on the organization, the bylaws may also address:

• Conflict-of-interest procedures or reference to a separate conflict-of-interest policy
• Indemnification of directors and officers as permitted by applicable law
• Compensation or reimbursement of directors
• Records and inspection rights
• Fiscal year
• Electronic communications and electronic actions
• Dissolution
• Parliamentary or meeting procedures
• Other matters required by applicable law or the organization's structure

A note about indemnification:

Indemnification provisions may allow an organization, within limits established by law, to protect or reimburse directors, officers, employees, or other covered people for certain expenses or liabilities arising from their organizational roles. Indemnification does not mean that directors or officers can never be sued, held personally liable, or face legal consequences. The scope of protection depends on applicable law, the governing documents, the person's conduct, and other circumstances. Directors-and-officers liability insurance may provide additional protection.

Article IV. General, special, and annual meetings.

The bylaws should explain the organization's formal meeting requirements. Depending on the structure, this may include meetings of members, directors, or both.

Consider addressing:

• Regular meeting frequency or the authority to establish a meeting schedule
• Who may call a meeting
• Required notice and permitted notice methods
• Quorum
• Voting
• Special meetings
• Annual meetings, if applicable
• Remote or hybrid participation when permitted by applicable law
• Action without a meeting when permitted
• Meeting procedures or parliamentary authority

Avoid putting unnecessary logistical detail in the bylaws. For example, requiring a meeting on a particular calendar date or at a particular physical location may create problems later if the organization needs greater flexibility.

Illustrative example:

Article IV. Meetings.

Regular meetings of the Board shall be held at times established by the Board. Special meetings may be called by the Chair or by such other directors as permitted by these bylaws. Notice shall be provided in the manner and within the period required by applicable law and these bylaws. Directors may participate through electronic communications when permitted by applicable law and when all participants can communicate as required.

Article V. Board of Directors.

Some organizations place Board provisions in their own article rather than combining them with officer and decision-making provisions. Either structure can work if the document is clear.

Board provisions commonly describe:

• The Board's governing authority and responsibilities
• Number or permitted range of directors
• Qualifications, if any
• Election or appointment
• Terms and term limits, if any
• Vacancies
• Resignation and removal
• Meetings
• Quorum and voting
• Committees and delegation of authority

Make sure the bylaws distinguish governance from management. The Board provides oversight and direction at the governance level. A chief executive, if there is one, generally manages day-to-day operations and supervises staff under authority delegated by the Board.

Article VI. Conflicts of interest and ethical governance.

Your organization may put detailed conflict-of-interest rules in the bylaws or adopt a separate Board policy and refer to it in the bylaws. A useful process generally requires people to disclose actual or potential conflicts and prevents a conflicted individual from improperly participating in the decision.

Depending on the organization, related policies may also address confidentiality, whistleblower protections, document retention, compensation review, gifts, related-party transactions, and other ethical or governance issues.

Article VII. Fiscal year and financial governance.

If useful, state the organization's fiscal year and identify the Board's general responsibility for financial oversight. Detailed budgeting, purchasing, signing authority, reimbursement, investment, and internal-control procedures are usually better placed in financial policies rather than the bylaws.

Article VIII. Dissolution.

Organizations should determine whether a dissolution provision belongs in their bylaws, articles of incorporation, or both. For organizations seeking or maintaining section 501(c)(3) status, the organization's legally recognized organizing document must satisfy applicable federal requirements concerning the disposition of assets upon dissolution.

Review the draft before approval

Give the proposed bylaws to everyone responsible for reviewing or approving them far enough in advance to allow meaningful review. A tracked or annotated draft can make it easier to see proposed provisions, questions, and alternatives.

Review the bylaws systematically. You do not necessarily need to read every line aloud at a meeting. Participants may submit comments beforehand, and meeting time can concentrate on provisions that require discussion or decisions.

As you review the document, ask:

• Is it consistent with applicable law and the organization's articles or other organizing document?
• Is authority clearly assigned?
• Are governance and management responsibilities distinguished?
• Are meeting, quorum, voting, and amendment procedures clear?
• Are conflicts of interest and other accountability concerns adequately addressed?
• Are provisions understandable and internally consistent?
• Are any rules unnecessarily rigid or likely to become outdated quickly?
• Do the bylaws provide appropriate opportunities for participation by members, if the organization has members?
• Do the bylaws reflect how the organization actually intends to govern itself?

Organizations with complex legal or governance questions should consider having qualified legal counsel review the draft before adoption.

Complete and approve the final draft

Make the agreed-upon revisions and distribute the final proposed bylaws according to the notice requirements that apply to your organization.

Adoption procedures depend on applicable law and the organization's structure. The initial Board, incorporators, voting members, or another authorized body may be responsible for adoption. Follow the legally required quorum, notice, and voting procedures rather than assuming that one approval method applies to every organization.

Record the adoption in the organization's minutes or other official records and identify the effective or adoption date on the maintained copy. Keep a clear record of subsequent amendments as well.

Be sure the bylaws are available to the people who need them

Directors and officers should have ready access to the current bylaws. Committee chairs, staff leaders, voting members, or others may also need access depending on the provisions that apply to their responsibilities.

Maintain one clearly identified current version so that outdated copies do not continue circulating. A secure Board portal or shared document system can be useful, with accessible printed copies available when needed.

Consider whether the bylaws should also be publicly available. Transparency may be useful for many organizations, although confidential or security-sensitive governance information should be handled appropriately.

Use your bylaws

Bylaws are useful only if the organization actually follows them. Directors and officers should know the provisions that govern their responsibilities, and staff should understand provisions that affect management, meetings, records, or other operational responsibilities.

Keep the bylaws available when formal governance business is conducted. Before an election, appointment, removal, special meeting, bylaw amendment, significant Board action, or other unusual governance event, review the relevant provisions rather than relying on memory.

A parliamentarian may help organizations that use formal parliamentary procedure, but responsibility for following the bylaws does not belong to one person alone. Board leaders, directors, officers, members where applicable, and staff should understand the rules relevant to their roles.

If the bylaws are unclear, conflict with applicable law, or do not address an important situation, obtain appropriate guidance rather than improvising around them. The answer may involve interpreting the existing provision, consulting legal counsel, adopting a policy, or formally amending the bylaws.

Review and amend your bylaws periodically

Bylaws should be stable enough to provide continuity, but they should not become permanently disconnected from the organization they govern. Review them periodically and when significant changes occur, such as:

• A major change in governance structure
• A change in membership rights
• A merger, restructuring, or major program expansion
• Changes in applicable law
• New remote-meeting or electronic-governance practices
• Persistent confusion about authority or procedures
• A mismatch between the bylaws and the organization's actual governance practices

The bylaws themselves should describe who may propose amendments and how amendments are adopted. Follow that procedure carefully, including any required notice, quorum, Board approval, member approval, or other formalities.

Don't amend bylaws simply to make an action permissible after the organization has already violated them. Instead, address the governance issue transparently and determine the proper legal and procedural response.

Keep an accurate record of each amendment and the date it was adopted. When an amendment changes a matter also addressed in the articles of incorporation, tax-exemption filings, state registrations, or other official records, determine whether additional filings or notices are required.

In Summary

Bylaws establish fundamental rules for how an organization governs itself. They can clarify authority, Board and officer responsibilities, membership rights where applicable, meetings, voting, committees, amendments, and other important governance matters.

Bylaws should not be confused with articles of incorporation, Board policies, or day-to-day operating procedures. Each serves a different purpose, and bylaws must remain consistent with applicable law and the organization's organizing documents.

There is no single set of bylaws appropriate for every organization. Requirements vary according to jurisdiction, legal form, tax status, membership structure, and organizational needs. Reviewing reputable models can help, but organizations should develop provisions that accurately reflect their own governance and seek qualified legal advice when the legal implications are significant.

Finally, bylaws should be living governance tools rather than documents stored away and forgotten. Make them accessible, follow them in actual decision-making, review them as the organization changes, and amend them through the proper process when necessary. Clear and current bylaws can reduce confusion, strengthen accountability, and help an organization govern consistently in pursuit of its mission.

Before making your bylaws draft:

___You have gathered examples of the bylaws of similar organizations for reference

While writing your bylaws draft:

___You have named and decided on the purpose of your organization

___The stated requirements for your organization's membership have been established

___In your draft you have stated and explained:

• Governing Structure
• Officers
• Procedures
• Committees
• Decisions
• Amendments

___You have decided how often meetings will be held

___You described the role of the Board of Directors if your organization has one

After completion of bylaws draft:

___You have given copies to the people involved in the approval process

___You have met as a group to discuss the proposed bylaws

Upon completion and approval of final draft:

___You've sent copies of the bylaws to anyone who needs them

___You have put the bylaws into effect through your officers

___You have made plans to review and amend the bylaws

Example 1: Links to Organizational Bylaws

The following links will take you to web pages that feature the bylaws of many different types of organizations.

Green Party of San Diego County

South Carolina Police Chiefs Association

Sierra Club

Oak Hill Association of Neighborhoods

Albany Civic Theater

Example 2: Model Bylaws for a Community Health Committee

This model is drawn from Mid-Michigan District Health Dept., Michigan, 1989.

Article I. Name

The name of this committee shall be ___________ County Community Health Committee.

Article II. Purpose and Goals

The overall mission of the committee is to assist the Board of Health by advising the Board regarding the health problems of _______________ County and thus assist the Board in its responsibility to undertake "community assessment." The Committee will promote the prevention of premature death, disability, and illness by developing a ___________ County community health plan for recommendation to the Board. The role of the Board of Health is to support the Committee by providing the resources needed by the Committee to undertake the work, and by facilitating the planning process. The following is a proposed objectives statement.

The mission of the Committee is to assist the Board of Health by:

1. Developing a community health plan that includes health problems identification, problem analysis incorporating the identification of risk factors, direct contributing factors, and indirect contributing factors.
2. Proposing actions to remedy indirect contributing factors, remove associated barriers to such remedies, and obtain resources that can contribute to the remedies.
3. Establishing priorities for all identified health problems.
4. Identifying department/organization work teams that should coordinate efforts with respect to each health problem.
5. Drafting and presenting to the Board the recommended health plan.
6. Promoting and supporting the importance of reducing the health problems to the Board and the community.
7. Developing and maintaining good communications with the board via monthly reports to the Board by the Health Officer and periodic reports from the Executive Committee of the Health Committee.

Article. III. Members

Section 1. Number. The Committee shall consist of no less than 12 members and no more than 28. A vacancy shall not prevent the Committee from conducting business.

Section 2. Appointment and removal. Initial members of the committee shall be appointed by the Board of Health. Future members and/or members to fill vacancies of the Committee shall be appointed by the Committee. The Committee shall have the right to remove Committee members for good cause shown after notice and a hearing before the Committee as a whole. A two-thirds (2/3) majority is required for removal. Automatic removal results in a calendar year. Recommendations for membership will be accepted from any source.

Section 3. Term. Committee members shall serve for staggered three (3) year terms. This does not preclude any member from being reappointed.

Section 4. Compensation. All members of the Committee shall serve without compensation.

Section 5. Voting. Each member or his/her Committee-approved proxy shall be entitled to one vote on each matter submitted to a vote of the Committee. Members shall nominate proxies to the Committee for consideration and vote.

Section 6. Staff members. Staff and coordination will be provided by the health department.

Section 7. Volunteer status. Committee members and proxies serve on a volunteer basis to the Board of Health.

Section 8. Board of Health representative. The Health Officer or his/her designated representative of the Board of Health.

Article IV. Meetings

Section 1. Regular Meetings. Regular meetings of the Committee shall be held on a monthly or as-needed basis.

Section 2. Special Meetings. Special meetings of the Committee may be held on call of the Board of Health, the Chairperson of the Committee, or by any three (3) members of the Committee.

Section 3. Notice of Meeting. Written notice stating the date and hour of each meeting shall be delivered or mailed to each member not less than five days before each meeting. Announcement of meetings will be made through the local media.

Section 4. Quorum. A quorum for the purpose of holding a meeting shall consist of not less than six (6) Committee members.

Section 5. Manner of Acting. A quorum present, the act of a majority of the members present shall constitute the action of the entire Committee, except as may be otherwise provided in these Bylaws.

Section 6. Parliamentary Procedure. Robert's Rules of Order is adopted.

Article V. Officers

The officers of the Committee shall consist of the following and such other officers as the Committee may from time to time designate and appoint:

a) Chairperson

b) Vice-Chairperson

c) Recording Secretary

d) Executive Committee

The Chairperson shall preside at all meetings of the Committee. In the absence of the Chairperson, the Vice-Chairperson shall preside. The Recording Secretary shall supervise and present minutes at each meeting.

Article VI. Committees

Section 1. Subcommittees may be appointed specializing in concerns relative to children, adolescents, adults, seniors, or subject matter.

Section 2. The Executive Committee shall report to/meet with the Board of Health periodically to report Committee efforts to the Board and to plan development/revision status.

Article VII. Task Force

Task forces may be appointed as needed to accomplish specific short-term objectives.

Article VIII. Books and Records

The Committee shall keep minutes of all proceedings of the Committee and such other books and records as may be required for the proper conduct of its business and affairs.

Article IX. Amendments

These Bylaws may be amended at any regular or special meeting of the Committee. Written notice of the proposed Bylaw change shall be mailed or delivered to each member at least five (5) days prior to the date of the meeting. The Board of Health must approve changes in the Bylaws. Bylaw changes require a two-thirds (2/3) majority vote of the Committee members present.

Tool: Sample Bylaws

This is a general, "fill-in-the-blank" set of bylaws. You may wish to use this as a general outline for your own bylaws.

Bylaws of _____________________________________________________

Article I: Name and Purpose.

Section 1: The name of the organization shall be _______________________________

Section 2: (Name of organization) is organized for the purpose of ___________________

_________________________________________________________________

Article II. Membership.

Section 1: In order to become a member of (name of organization), potential members must meet the following requirements: __________________________________________________________________________________________________________________________________

Section 2: Members of (name of organization) have the following rights and responsibilities: __________________________________________________________________________________________________________________________________

Article III. Officers and decision-making.

Section 1: The governing structure of (name of organization) is as follows:

__________________________________________________________________________________________________________________________________

Section 2: Officers' titles and main duties are as follows:

a. President:
__________________________________________________________________________________________________________________________

b. Vice President:
__________________________________________________________________________________________________________________________

c. _________________:  
__________________________________________________________________________________________________________________________

d. _________________:  
__________________________________________________________________________________________________________________________

Section 3: Procedures for filling and vacating offices. An officer shall be dropped for excess absences from his or her office if he or she has _____ unexcused absences from meetings in a year. An officer may also be removed under the following circumstances:
__________________________________________________________________________________________________________________________________

Section 4: Committees:
__________________________________________________________________________________________________________________________________

Section 5: Decisions

a. Decisions are to be made as follows:
__________________________________________________________________________________________________________________________

b. At least ______% of the total membership must be present in order to have a quorum.

c. Amendments to the bylaws must be made as follows:
__________________________________________________________________________________________________________________________

Article IV. General, special, and annual meetings.

Section 1: Regular meetings are to be held as follows:
__________________________________________________________________________________________________________________________________

Meetings may be called by the following people: _________________________________________________________________

For meetings, notice __________________ (in writing, via phone, via email) of at least

____________ (days/weeks/months) must be given to members.

Section 2: Special meetings may be called by ______________________________ (who has authority to call them) under the following circumstances: _______________________

Section 3: Annual meeting: The date of the annual meeting shall be set by _______ and notice ________ (in writing, via phone, via email) of at least______ (days/weeks/months) will be given to members for the annual meeting.

Article V. Board of Directors

Section 1: Board size and role. The board shall have up to ___ and not fewer than

___ members. The board is responsible for____________________________________
__________________________________________________________________________________________________________________________________

Section 2: The Board shall meet at least ____ (frequency), at an agreed upon time and place.

Section 3: Elections and terms. Board members will be chosen by ____________________
__________________________________________________________________________________________________________________________________

All board members shall serve _____ (month/year) terms, but ____ (are/are not) eligible for re-election.

Section 4: Quorum. At least _____% of the board members must be present before board business may be conducted.

Section 5: Resignations and Termination. Resignations from the board must be in writing

and must be given to ____________ (whom). A board member shall be dropped for

excess absences from the board if he or she has _____ unexcused absences from board

meetings in a year. An board member may also be removed under the following circumstances:
__________________________________________________________________________________________________________________________________

Section 6: Special meetings. Special meetings of the board may be called under the following circumstances:
__________________________________________________________________________________________________________________________________

These bylaws were approved at a meeting of the ___________________ (board of directors, officers, general membership) on ____________________(date).

A PowerPoint presentation summarizing the major points in the section.

 

Parts of this section were adapted from “The Power of an Untapped Resource: Exploring Youth Representation on Your Board or Committee,” by Hans Bernard, published and edited by the Association of Alaska School Boards’ Initiative for Community Engagement, and the Alaska Department of Health and Social Services.

The board of the Coalition for Youth was at a loss. After a year of planning and another year of offering a variety of programs, the Coalition had reached only a small percentage of the adolescents it had hoped to involve. During a Board meeting, the director of the Teen Outreach Program pointed out that no young people served on the Board and that young people had not been meaningfully involved in planning the programs intended for them.

That observation raised an important question: If an organization makes decisions that substantially affect young people, how can young people have meaningful influence over those decisions?

Many Boards, commissions, committees, coalitions, and other decision-making bodies include young people as members or partners. This section will help you explore what meaningful youth participation can look like, what organizations should consider before inviting young people into governance, and how youth and adults can work together effectively.

The video below features a coalition that includes youth in decision-making – an important consideration for an initiative whose decisions affect young people.

What do we mean by including youth on your board or committee?

Including youth means creating meaningful roles for young people in the bodies that make, recommend, or influence decisions. Depending on the organization and applicable law, young people may serve as voting directors, non-voting members, advisory council members, commissioners, committee members, task-force members, or participants in another decision-making structure.

Meaningful youth participation is more than asking young people for opinions after major decisions have already been made. It means involving them early enough for their knowledge, priorities, questions, and recommendations to influence the work.

Young people may be especially important participants when a Board or committee makes decisions about schools, health, recreation, transportation, housing, community safety, employment, public spaces, technology, mental health, youth services, or other issues that substantially affect their lives.

For purposes of this section, youth generally refers to adolescents and other young people who are not yet legal adults. Avoid assuming that one particular age automatically determines whether someone is ready to participate. Consider the legal requirements of the position, the responsibilities involved, the person's interest and ability to fulfill them, and the support and accessibility of the organization's governance process.

Let's start with some definitions:

A nonprofit Board, or Board of Directors, is the governing body of many incorporated nonprofit organizations. Its responsibilities generally include oversight of the organization's mission, strategy, finances, legal and ethical integrity, resources, and chief executive. The Board provides governance rather than managing ordinary day-to-day operations.

An organization or initiative may use another structure, such as a steering committee, coordinating council, or membership body. The name alone does not determine the group's authority. Be clear about whether a body governs, advises, coordinates, or makes recommendations.

A commission is often a public body established to oversee, advise on, study, or make decisions about a particular area. The way commissioners are selected and the authority they hold depend on the law or policy that created the commission.

A committee is usually part of a larger Board, organization, government body, or initiative and is formed to address a particular area of work. Committees and task forces may have decision-making authority delegated to them or may make recommendations to another body.

In this section, we'll often use the word Board for readability, but the same principles may apply to commissions, committees, councils, and other decision-making bodies. Legal requirements and authority can differ substantially, however, so identify which type of body you actually have.

Including youth as full Board members

Where legally permitted, young people may serve as full voting members of a Board. In that role, they should receive the same fundamental governance rights and responsibilities as other directors, including access to the information needed to make decisions, participation in discussion and voting, and eligibility for leadership or committee responsibilities when allowed by law and the organization's governing documents.

Before inviting a minor to serve as a full director, check applicable state or local law, the organization's articles and bylaws, any rules governing the particular public body, insurance requirements, and any issues involving the legal capacity to enter contracts or undertake particular officer responsibilities. Don't assume that the absence of an age restriction in the bylaws by itself establishes eligibility.

If young people serve as full directors, avoid treating them as representatives responsible for explaining what all youth think. Like any other director, they bring their own judgment, experience, knowledge, and relationships. The organization should continue engaging a broader range of young people rather than expecting one or two directors to speak for an entire generation or community.

Including youth as non-voting or advisory members

In some organizations, applicable law or governing documents may not permit minors to serve as voting directors. In other situations, a youth advisory structure may better fit the organization's purpose. Possibilities include:

• Non-voting Board membership. Young people participate in Board meetings, discussions, committees, and recommendations but do not cast formal Board votes.
• Youth advisory council or committee. Young people meet as a separate body with a clearly defined relationship to the governing Board and specific opportunities to influence decisions.
• Committee or task-force membership. Young people participate fully in a particular area of Board or organizational work.
• Observer or liaison roles. Young people attend meetings or particular portions of meetings and may communicate information between the Board and another group. If this model is used, define how their observations and recommendations will actually be considered.

An advisory role should not simply provide the appearance of youth participation. Be clear about what influence the advisory group has, which decisions it will be consulted on, how recommendations reach decision-makers, and how the Board will communicate what happened as a result.

Including youth as members of Board committees

Young people may also serve on Board committees, task forces, commissions, research groups, planning bodies, hiring panels, program-design teams, or other groups connected with the organization. Their authority should be defined just as it would be for adult members.

Meaningful participation requires more than inviting young people into the room. If legal or structural restrictions limit their formal authority, give them the greatest meaningful role that is appropriate and be transparent about what they can and cannot decide.

Avoid tokenism -- including young people primarily so the organization can claim youth representation while giving them little opportunity to influence decisions. If a Board invites youth participation, it should be prepared to listen seriously, explain how decisions are made, and share power where the governance structure allows.

Why include youth on Boards, committees, and other similar bodies?

Meaningful youth participation can benefit both organizations and young people. The specific benefits depend on the purpose of the Board, the quality of the participation, and the extent to which young people actually influence the work.

Benefits of youth Board membership

The Board can gain perspectives and knowledge that may otherwise be missing.

Young people have direct experience with schools, youth programs, community spaces, digital environments, transportation, health and social services, relationships, and other systems that affect them. Their experience can help a Board recognize assumptions, barriers, opportunities, and consequences that might otherwise be overlooked.

No young person can speak for all youth. A young director can contribute their own perspective and what they have learned from others, but the Board should continue using surveys, listening sessions, advisory groups, outreach, and other forms of engagement to understand the diversity of youth experiences.

Youth participation can improve decisions that affect young people.

When young people are involved early in defining problems, designing programs, setting priorities, and evaluating results, organizations can make decisions with better information about how those decisions may work in practice.

Youth participation can strengthen the organization's accountability.

Organizations that say they value youth leadership should consider whether young people actually have meaningful opportunities to influence decisions. Governance participation can be one way to align organizational practice with stated commitments.

Board service can provide opportunities for civic participation and leadership development.

Young people can learn about governance, budgets, strategy, community issues, deliberation, policy, collaboration, and organizational decision-making through Board service. Adults can also learn from working in genuine partnership with young people.

Youth–adult partnership can strengthen relationships across generations.

Working together on meaningful responsibilities gives youth and adults opportunities to understand one another's experiences and assumptions. It can also help organizations build a culture in which age does not automatically determine whose ideas are treated as important.

Youth participation can strengthen broader community participation.

Young people may have relationships and communication networks that differ from those of older Board members. Their involvement can help an organization identify additional people who should be engaged, although youth directors should not automatically be assigned responsibility for recruiting or communicating with all young people.

Challenges to meaningful youth Board membership

The most important challenges often concern organizational structure, adult assumptions, access, and unequal power rather than deficiencies in young people themselves.

• Legal eligibility may differ. Laws, bylaws, public-body rules, contractual capacity, or insurance requirements may limit some formal roles for minors. Determine those restrictions before recruiting someone.
• Board processes may be unfamiliar. Governance terminology, budgets, parliamentary procedures, organizational history, and meeting practices may be unfamiliar to any new director. Provide clear orientation and continuing education to all members.
• Adultism can limit participation. Adults may interrupt young members, dismiss their ideas, expect them to defer automatically to older participants, or assume that disagreement reflects immaturity. The Chair and Board should address these dynamics directly.
• Young people may face practical barriers to participation. School, work, extracurricular activities, transportation, technology, meals, caregiving, disability access, and meeting times may all affect participation.
• One young person can become isolated or tokenized. When feasible, involve more than one young person and make sure youth participation is integrated throughout the Board rather than assigning one individual responsibility for all youth-related issues.
• Confidentiality and safeguarding require attention. Some Boards discuss personnel, legal, health, financial, or other sensitive information. Make sure all members understand confidentiality requirements and determine whether additional safeguarding or privacy procedures are necessary for minors.
• Unpaid participation can create inequity. Consider transportation reimbursement, meals, technology, childcare or caregiving needs, stipends or compensation where lawful and appropriate, and other supports so participation does not depend on a young person's or family's ability to absorb the cost.

When is a good time to add youth members or representatives?

The best time to involve young people is early enough for their participation to influence the work. This is particularly important when an organization is being created, developing a youth-focused initiative, making major strategic changes, or designing programs and policies that substantially affect young people.

When you're starting a new organization or initiative

Including young people during the earliest planning stages can help ensure that the organization's mission, priorities, governance structure, and strategies are shaped with youth rather than presented to them after the fact.

Youth and adult members may disagree about strategy, advocacy, or communication. That disagreement should be handled through the same respectful deliberation expected among other Board members. Young people should not be expected to make their views less direct simply because adults are uncomfortable with them.

When young people are not responding well to a program or initiative intended for them. Lack of participation may indicate that the program does not fit people's priorities, schedules, access needs, communication preferences, or experiences. Involving young people can help the organization understand those barriers and redesign the work.

It is better to engage young people from the beginning when possible. If that did not happen, involving them meaningfully later is still better than continuing to make decisions without their input.

When youth participation is required by a funder or policy. Treat the requirement as an opportunity for meaningful participation rather than recruiting someone simply to fill a designated seat.

When the Board recognizes that important perspectives are missing. Youth Board membership may be one part of a broader youth-engagement strategy that also includes advisory groups, listening sessions, surveys, partnerships, and other ways of hearing from young people.

When the organization is committed to youth leadership and shared decision-making. Board membership can demonstrate that young people are not merely recipients of programs but participants in shaping community institutions.

Who should be involved in including youth on Boards and committees?

There are two questions to consider: Which organizations might benefit from youth participation in governance, and which young people might be interested and prepared to contribute?

Organizations, institutions, and initiatives that might include youth on their Boards

Youth participation can be relevant across many sectors, particularly where decisions affect young people's lives. The question should not be whether a topic is supposedly too technical or uninteresting for youth, but whether young people have a legitimate stake in the decisions and whether the organization can create a meaningful and legally appropriate role.

Possible settings include:

Educational organizations and initiatives

• School Boards or school advisory bodies where legally permitted
• Colleges, universities, and postsecondary programs
• Public, private, alternative, and charter schools
• Literacy, workforce, and alternative-education programs serving young people

Youth-focused organizations and initiatives

• Peer-support, peer-education, and tutoring programs
• Recreation, arts, sports, and youth-development programs
• Health, mental-health, violence-prevention, substance-use prevention and treatment, sexual-health, suicide-prevention, and other youth health initiatives
• Organizations serving young people experiencing homelessness, foster care, justice-system involvement, disability-related barriers, or other circumstances relevant to the organization's mission
• Service-learning, civic-engagement, and youth community-action programs

Community-wide organizations and institutions whose decisions affect youth

• Community-development and neighborhood organizations
• Public-health and healthy-community initiatives
• Hospitals, clinics, behavioral-health organizations, and other health providers
• Poverty-reduction, housing, community-safety, and violence-prevention initiatives
• Human-service and social-service organizations
• State, tribal, and local government bodies where legally appropriate
• Workforce-development and employment organizations

Young people who might be recruited as Board members

Avoid limiting recruitment to students with high grades, formal leadership titles, strong résumés, or existing connections to adults on the Board. Those young people may contribute greatly, but so may young people whose perspectives have rarely been included in institutional decision-making.

Consider young people who:

• Are interested in the organization's mission and willing to fulfill the responsibilities of the role
• Have lived experience relevant to the issues the organization addresses
• Participate in the organization's programs or services
• Have experience with schools, foster care, housing instability, disability, health or behavioral-health services, justice systems, immigration systems, employment barriers, or other systems relevant to the work
• Are already active in schools, sports, arts, faith communities, neighborhood groups, advocacy, volunteering, employment, or community organizations
• Question established practices or bring perspectives that may not already be represented on the Board
• Are interested in civic participation or leadership but have not previously had formal opportunities

Disability, academic difficulties, family circumstances, systems involvement, or other experiences should not automatically disqualify someone from governance participation. Determine what the role actually requires and what reasonable accommodations or supports can make participation possible.

How do you engage youth on Boards and committees?

Once you've decided that youth participation could strengthen your Board, focus not only on recruiting young people but also on whether the organization is prepared to share information, authority, and responsibility with them.

Decide what form of youth participation fits your Board

Ask:

• Does applicable law allow minors to serve as voting directors or commissioners?
• What do the bylaws and other governing documents allow?
• What authority would young members actually have?
• Would a full Board seat, non-voting membership, advisory council, committee role, or another structure create meaningful influence?
• What confidentiality, contractual, insurance, or safeguarding requirements need to be addressed?
• Can the organization provide the practical support necessary for participation?

Don't establish a youth position simply so the organization can say young people are represented. If the Board is unwilling to consider young people's ideas or adapt any of its practices, address that problem before recruiting youth.

Clarify the role of youth members

Young people serving as directors should first and foremost be directors. They should not automatically be assigned responsibility for recruiting youth, interpreting youth culture, managing social media, explaining technology, appearing in publicity, or speaking on behalf of every young person in the community.

As with any Board member, additional responsibilities should reflect the person's interests, skills, knowledge, capacity, and willingness. A young director may be especially interested in finance, policy, fundraising, evaluation, programs, communications, technology, community engagement, or another area unrelated to age.

Assess the Board's readiness for meaningful youth participation

Ask:

• Do current members believe young people can contribute meaningfully to governance, including when they disagree with adults?
• Will youth members receive the same access to appropriate Board materials and information as other members in comparable roles?
• Are Board members prepared to recognize and address adultism, tokenism, interruptions, dismissive behavior, or assumptions that age determines the value of an idea?
• Is the Board prepared to orient all new members clearly rather than relying on unexplained institutional language or unwritten rules?
• Can meeting times, transportation, remote access, meals, technology, disability access, school schedules, work schedules, and other participation needs be accommodated reasonably?
• Will youth have genuine opportunities to influence decisions rather than being consulted only on topics adults consider "youth issues"?

Prepare the Board

• Discuss why the organization wants youth participation, what authority youth members will have, and how success will be assessed.
• Review Board culture and procedures for unnecessary barriers, including jargon, inaccessible materials, long meetings, inconvenient times, transportation requirements, technology, and unwritten social expectations.
• Make any necessary bylaw or policy changes and verify applicable legal requirements before selecting youth members.
• Plan orientation, mentoring or peer support, transportation or technology assistance, expense reimbursement or compensation where appropriate, and other supports.
• Establish appropriate safeguarding, privacy, emergency-contact, consent or notification, and confidentiality procedures when required.
• Decide how youth and adult members will evaluate whether participation is meaningful and what should change.

Recruit youth Board members

Recruitment should be broad enough that youth participation does not depend only on which young people current Board members already know.

• Consider involving more than one young person when feasible so that no individual is isolated or expected to represent all youth.
• Use a recruitment and selection process appropriate to the role and as comparable as possible to the process used for other Board members.
• Reach out through schools, youth-led organizations, community groups, recreation programs, cultural organizations, health and social-service organizations, workforce programs, faith communities, digital channels, and other networks used by young people.
• Invite nominations and self-nominations where appropriate rather than requiring adults to identify every prospective candidate.
• Be intentional about reaching young people whose perspectives are often missing from formal governance.

Don't recruit primarily for cultural "fit" or because a young person shares the existing Board's worldview. Effective Boards need people who can collaborate respectfully, exercise independent judgment, and bring perspectives that may challenge existing assumptions.

Explain the role honestly to prospective members, including the organization's mission, Board authority, time commitment, meeting schedule, confidentiality requirements, term length, expected preparation, available support, and whether the position is voting or advisory.

Depending on the young person's age, the organization's responsibilities, and applicable law or policy, determine whether a parent, guardian, caregiver, or another trusted adult needs to be informed or involved in particular administrative matters. Respect the young person's privacy and agency and avoid assuming that every young person has the same family structure.

If a youth seat is intended to be selected by a particular constituency, be clear about what representation means, how candidates are nominated or elected, and how the member will remain connected with the people who selected them. Even then, no individual should be expected to speak for everyone in that group.

Orient new youth Board members

Youth members should receive the same core orientation provided to other new directors. That orientation may include:

• The Board's fiduciary and governance responsibilities
• The distinction between governance and management
• Organizational and Board history
• Vision, mission, values, strategy, and current priorities
• Organizational finances and the Board's financial-oversight responsibilities
• Legal, ethical, confidentiality, and conflict-of-interest responsibilities
• How meetings, agendas, motions, voting, minutes, and committees work
• Constructive disagreement and conflict
• Communication processes and how to obtain additional information
• Relevant grants, contracts, policies, partnerships, or other major commitments

Provide this information in clear, accessible language. Explain acronyms and technical terms. Allow questions without embarrassment. This is good practice for all new members, not a special remedial process for youth.

Some members may want additional background on finance, policy, parliamentary procedure, or another subject. Offer that support based on individual needs rather than age.

Support youth Board members

Meaningful support helps remove barriers without treating young people as less capable members.

• Offer mentoring, peer support, or a Board partner to new members when useful. This can be available to adults and youth alike.
• Welcome youth members into Board discussions, committees, events, and informal relationship-building in the same way you would welcome other new directors.
• Make sure background information necessary for decisions is available to everyone rather than relying on institutional knowledge held by long-serving members.
• Address transportation, remote access, meals, technology, expense reimbursement, or other participation barriers when appropriate.
• Schedule meetings with school, work, family, transportation, and other realities in mind rather than assuming that standard adult professional schedules are neutral.
• Consider stipends or other compensation for substantial youth advisory or governance work where lawful, feasible, and consistent with the organization's policies.

When any Board member makes a mistake, address it according to the seriousness of the issue and the organization's normal accountability practices. Coaching or private feedback may be appropriate in some situations, but youth should not be uniquely treated as members who require adult correction.

Engage youth Board members in meaningful governance

Youth members should be given real opportunities to participate in the decisions and responsibilities associated with their role. That may include committee service, strategic planning, financial review, policy discussions, program oversight, community engagement, evaluation, officer roles where legally permitted, or other areas of governance.

Avoid assigning work based on stereotypes about age. A young person should not automatically become the social-media expert, technology adviser, youth recruiter, spokesperson, or connection to people experiencing hardship. Ask members about their interests and abilities just as you would with other directors.

Hold youth members to clear responsibilities appropriate to their role, while also applying the same fair process used when any Board member has difficulty meeting expectations. First determine whether the problem involves unclear expectations, an access barrier, workload, schedule, insufficient information, changing circumstances, or another issue the organization can reasonably address.

Monitor and evaluate the experience

Gather feedback from youth and adult members about whether youth participation is meaningful and whether the Board's practices support shared governance. Feedback can be gathered through surveys, interviews, facilitated discussion, anonymous forms, or other methods.

Questions for youth members might include:

• Do you feel welcomed, respected, and taken seriously?
• Do you have meaningful opportunities to influence decisions?
• Do you receive the information you need before decisions are made?
• In what ways have you been able to contribute?
• Are there topics on which you are invited to participate and others from which you are unnecessarily excluded?
• What barriers or challenges have you encountered?
• What support has been useful?
• Are the time commitment, transportation, technology, meeting schedule, and other participation requirements manageable?
• What should the Board change?
• What advice would you give future youth members?

Questions for the full Board might include:

• Have young members influenced actual decisions, priorities, or practices?
• Are youth invited into governance broadly or mainly consulted about topics labeled as "youth issues"?
• Have any Board procedures or adult assumptions limited youth participation?
• Does the Board interrupt, dismiss, or defer differently based on age?
• Have practical barriers to participation been addressed?
• What has the Board learned from youth–adult partnership?
• What should change in recruitment, orientation, meetings, support, compensation, or decision-making?

Incorporate what you've learned from evaluation and continue improving youth participation

Use what you learn to improve recruitment, orientation, meeting practices, accessibility, support, shared decision-making, and accountability. Don't wait until the end of a young person's term to respond to problems that can be addressed sooner.

The strongest sign of success is not simply that a young person eventually blends into the existing Board culture. Success means young members have genuine authority appropriate to their role, their perspectives influence decisions, adult members treat them with respect, barriers to participation are addressed, and meaningful youth involvement becomes a normal part of how the organization governs.

In Summary

Young people can make important contributions to nonprofit Boards, public commissions, committees, coalitions, and other decision-making bodies, particularly when those bodies make decisions that affect youth. Their participation can improve organizational understanding, strengthen accountability, contribute to better-informed decisions, and create opportunities for civic participation and leadership.

Meaningful inclusion requires more than adding a youth seat. Organizations must determine what roles are legally permitted, define real authority, prepare the existing Board to share decision-making, provide clear orientation, address practical barriers, and avoid expecting one young person to represent an entire population.

Youth Board members should be treated as individuals and as governance partners rather than as symbols, publicity tools, technology experts, recruiters, or future leaders who must first learn to operate like adults. They bring knowledge and experience that matter now.

Strong youth–adult partnership also requires learning from both sides. Young people may need information about governance, finances, organizational history, or Board procedures, just as adult members may need to learn about youth experiences, adultism, accessibility, and the ways existing governance practices can exclude people who have not traditionally held institutional power.

When youth have meaningful influence, appropriate support, clear responsibilities, and genuine respect, their participation can strengthen both the governing body and the community it serves.

What do we mean by including youth on your board or committee?

___Including youth on boards, commissions, or committees means recruiting young people to serve as members or representatives on those bodies

___A Board of Directors is the formal governing body of almost all incorporated (and some unincorporated) non-profit organizations, initiatives, or institutions, and many public bodies as well

___A committee is a part of a larger organization or initiative, is formed to deal with a specific issue or area of functioning, or a freestanding body usually meant to address or oppose a particular issue

___A commission is a government body that has charge of a particular area of functioning, or a group appointed by government to study or oversee an event or issue

___Youth may be included on boards, commissions, or committees with full membership, with limited membership, in an advisory capacity, or as members of board committees, but not the full board

Why include youth on boards, committees, and other similar bodies?

___Your board can gain insight into the youth perspective on issues and on its actions

___Youth can bring new and creative ideas

___Youth can inject new life into your board

___Board membership can make youth more conscious of and knowledgeable about community issues and the larger factors that affect their – and others’ – lives

___Youth board membership makes your group more inclusive and participatory

___Having teen board members is more likely to convince community youth to participate in your organization or support your positions

___By including youth on your board, you’re making a statement to the community about their importance and about their ability to contribute

___As a result of their interactions with youth board members, adults on the board may develop more positive attitudes toward young people

___You can increase the credibility of your group, both among youth and in the community in general, by acting on your principles

___If you’re a grassroots organization or initiative, having a diverse board that includes youth membership is likely to be consistent with your philosophy

___You’re encouraging youth leadership and developing the next generation of community leaders

Challenges to including youth on boards:

___Youth may need help with meeting skills

___Most youth simply don’t have the background of knowledge and experience that most adult board members do

___Young people may be hesitant about speaking out, and may need lots of encouragement before they’re comfortable enough to feel that their opinions are valued

___Adolescents – even those that are generally quite mature – can be impulsive

___Incorporating youth members takes time

___Adult board members may have to change their assumptions about what youth are capable of

___While youths may be better advocates for the organization or initiative with other youth, they may have less credibility in the community with adults, especially those who are more conservative

When is a good time to add youth members or representatives?

___When you’re starting a new organization or initiative, especially – but not limited to – one that addresses youth and youth issues

___When youth are not responding well to a program or initiative aimed at them

___When youth board members are a condition of funding

___When you need the youth perspective

___When you want to demonstrate – to youth, to the community, and/or to your board – that you believe in the abilities of youth to take responsibility if they’re given the opportunity

___When you want to empower a youth constituency

___When you want to prepare youth to take community leadership positions

___When members of the board request it

Who should be involved in including youth on boards and committees?

___Educational efforts

• Local and state school boards
• Colleges and universities
• Private, alternative, and charter schools
• Adult literacy programs (many serve out-of-school youth)

___Youth-oriented or youth-focused efforts

• Peer counseling and peer tutoring programs
• Recreational programs (teen centers, skate parks, sports leagues and programs)
• Prevention programs targeting risk behaviors (i.e., delinquency, violence, tobacco and substance use, suicide, teen pregnancy and STI prevention efforts)
• Service providers to homeless and other at-risk youth
• Service learning and youth community service programs

___Community or larger-focused efforts that include youth as one of several targets or constituencies

• Community building efforts or organizations
• Health promotion or healthy community initiatives
• Health providers – hospitals, clinics, mental health centers
• Anti-poverty, anti-crime, or similar broad efforts
• Human service organizations
• State and local government agencies concerned with youth.  (Legal restrictions may limit youth to a representative or advisory role on these boards.)
• Employment boards

Young people who might be recruited as board members

___Those who are already active in sports, scouting, church groups, etc.

___Youth with first-hand knowledge of the issues and population you’re concerned with

• Current or former gang members
• Runaways or emancipated minors who live or have lived on the street
• Youth who’ve been involved with the courts
• Youth with direct or close secondhand (through relatives or close friends) experience of the issue the organization deals with or with street life in general
• Successful graduates of substance use programs
• Youth who have, or are working to, overcome academic difficulties or learning disabilities
• Youth who have been abused or have struggled with dysfunctional family situations
• Youth currently or formerly in foster care
• Adoptees
• Youth whose families have been homeless
• Recipients of your services, participants in your program, or potential beneficiaries of your initiative

___Youth who want to be involved, and/or who volunteer

___Youth with real leadership potential, including some who might be seen as “troublemakers”

How do you engage youth on boards and committees?

___Decide whether you want youth members or representatives on your board

___Determine the niche you expect the young member(s) to fill

___Assess the readiness of your board to incorporate youth members

___Prepare as a board to accept youth members

___Recruit youth board members

___Train new youth board members

___Support youth board members

___Employ youth board members

___Monitor and evaluate the experience

___Incorporate what you’ve learned from evaluation, and continue to include youth on your board

Example #1: Boston Student Advisory Council (BSAC)

 

The Boston Student Advisory Council (BSAC) is a citywide body of elected student leaders representing most BPS high schools. BSAC organizers work to identify and address pertinent student issues, thereby putting students at the center of the decisions that affect them the most. BSAC acts as the student union of the district, leading organizing efforts, forging relationships with district and city-leaders, impacting policy change, and transforming school culture across the board.

 

Example #2: The Power of an Untapped Resource

 

Exploring Youth Representation on Your Board or Committee. This booklet was created by an Alaskan student for any board that is interested in expanding the representation of their board, “growing their own” board members for tomorrow and/or empowering the youth in their community. From Native corporation boards, youth serving organizations and faith groups, state and local advisory councils, to the state school boards association, Alaskans are witnessing a trend – Alaskans are committed to working with youth.

 

Example #3: Children’s Mercy Teen Advisory Boards

Photo credit: Children's Mercy, Kansas City.

 

Children’s Mercy started the Teen Advisory Board with the goal of improving Children's Mercy for all patients - especially teens.

The purpose of TAB:

• To provide Children's Mercy with a patient advisory board representing various ages, backgrounds and communities.
• To give an opportunity for a representative group of patients to express concerns, ideas and suggestions.
• To have Children's Mercy staff listen and support the TAB.
• To give teen ideas to the Children's Mercy Hospital's Executive Vice President and Co-Chief Operating Officer.

Learn about accomplishments of the Teen Advisory Board. View the bylaws.

 

Example #4: Defining and Unpacking the Social Determinants of Health and Health Equity–A Culture of Health Webinar

The National Academy of Medicine (NAM) held the first webinar in its Culture of Health Webinar Series on November 29, 2018. The National Academies report Communities in Action: Pathways to Health Equity identified nine social determinants of health and how these determinants impact our health and the health of our communities. It features an example of actively engaging and supporting youth in advocacy efforts. The report also defines health equity as the state in which everyone has the opportunity to attain full health potential and no one is disadvantaged from achieving this potential because of social position or any other socially defined circumstance. Read more.

A PowerPoint presentation summarizing the major points in the section.

• What are contracts and memoranda of agreement?

• When might you use each document?

• How do you read and understand a contract or memorandum of agreement?

• How do you draft a contract or memorandum of agreement?

As you collaborate with other groups, employ consultants, share resources, or hire organizations to provide services, it is often useful -- and sometimes essential -- to "get it in writing." A written agreement can clarify what each party has promised, who is responsible for what, how resources will be handled, how long the arrangement will last, and what happens if circumstances change.

This section will help you read, understand, and develop contracts and memoranda of agreement or understanding, two common forms of written agreement used by community organizations. Because the legal effect of any agreement depends on its language, circumstances, and applicable law, significant agreements may require review by qualified legal or other professional advisers.

What are contracts and memoranda of agreement?

A contract and a memorandum of agreement may look different and may be used for different purposes, but the title of a document does not by itself determine whether it is legally enforceable. What matters is the substance of the arrangement, the parties' intent, applicable law, and whether the requirements for an enforceable agreement are satisfied.

Contract

A contract is an agreement that creates obligations enforceable by law. Contract law varies by jurisdiction, but enforceable contracts generally involve mutual assent -- an offer and acceptance -- along with consideration or another legally recognized basis for enforcement, parties with legal capacity, a lawful purpose, and terms clear enough to determine what the parties agreed to.

Consideration generally means that the parties exchange promises, obligations, money, services, goods, rights, or something else of legal value. A community organization might agree to pay a consultant to provide training, for example, or two organizations might agree to exchange specified services.

Contracts can be written, oral, electronic, or in some circumstances implied through conduct. Some types of agreements must be in writing under applicable law, however, and a written contract usually provides much clearer evidence of the parties' responsibilities than an oral understanding.

A document does not have to be titled "Contract" in order to create contractual obligations. If the parties intend to enter into a binding agreement and the legal requirements for a contract are satisfied, another title may not change the legal effect.

In health, human-service, and community work, subcontracts are common. A subcontract is an agreement under which an organization or individual performing work under a larger contract arranges for another organization or individual to perform an approved portion of that work.

Before subcontracting, review the primary contract. It may require advance approval, restrict which responsibilities may be subcontracted, impose particular qualifications on subcontractors, or require certain obligations from the primary agreement to be included in the subcontract. The organization holding the primary contract may also remain responsible to the funder or contracting party for work performed by its subcontractors.

Memorandum of agreement or memorandum of understanding

A memorandum of agreement (MOA) or memorandum of understanding (MOU) is a written description of an understanding or arrangement between two or more parties. These documents are frequently used to describe collaborative relationships, responsibilities, referrals, shared activities, information exchange, use of facilities or equipment, or other forms of cooperation.

Some MOAs and MOUs are intended to document a good-faith, nonbinding understanding. Others contain commitments that may be legally enforceable. Calling a document an MOA or MOU does not automatically make it nonbinding.

If the parties intend an agreement to be nonbinding, say so clearly and identify whether any provisions -- such as confidentiality, data protection, intellectual property, use of names or logos, or dispute procedures -- are nevertheless intended to create binding obligations. When the distinction matters, obtain legal advice about whether the document accomplishes what the parties intend.

In community work, an MOA or MOU may be useful for arrangements such as:

• Coordinating referrals among organizations
• Working jointly on a community assessment or initiative
• Sharing meeting space or equipment
• Coordinating outreach or public education
• Participating in an advisory council or collaborative
• Conducting joint training
• Describing how organizations will communicate or coordinate services

Funders sometimes require applicants to document partnerships through an MOA, MOU, letter of commitment, or other written agreement. Read the funding requirements carefully. A funder may specify what the agreement must contain or may provide required language or a template.

Gray areas

The distinction between a binding contract and a nonbinding collaborative agreement is not always obvious. Courts generally look beyond the document's title and consider its language, the parties' intent and conduct, the definiteness of its terms, the obligations exchanged, and applicable law.

Legal consequences can also arise even when no conventional written contract exists. For example:

• A party may rely reasonably on another's promise and incur substantial expense or another detriment because of that reliance. In some circumstances, legal doctrines such as promissory estoppel may provide a remedy even when a traditional contract was not formed.
• A contract may sometimes be implied from the parties' conduct when their actions demonstrate mutual agreement and the other requirements for a contract are present.

These situations are highly fact-specific. Don't assume that an arrangement is legally unenforceable simply because it was informal or labeled an MOA, or that a past practice automatically creates a contractual obligation.

When might you use each document?

The right document depends on the nature of the relationship, the risks involved, the commitments being made, and whether the parties intend those commitments to be legally enforceable.

Use a contract or other clearly binding written agreement:

When significant payment or financial obligations are involved

When one party is paying another for goods, services, facilities, consulting, technology, or other work, a written contract can establish exactly what is being purchased, how payment works, what documentation is required, and what happens if either party does not perform.

A contract may specify:

• The work, goods, or services being provided
• Each party's responsibilities and deadlines
• The parties' legally enforceable obligations
• How funds may be used, what flexibility is allowed, what changes require approval, and what records must be maintained

Examples include:

• A funding agency contracts with an organization to provide specified services or deliverables for an agreed amount.
• A lead organization subcontracts part of funded work to another qualified organization.
• An approved subcontractor arranges for another organization to perform a further portion of the work when the primary agreements permit it.
• One organization hires another organization to provide professional services, technology, training, evaluation, transportation, catering, or another defined service.
• An organization enters into a lease, license, equipment agreement, or agreement concerning intellectual property.
• An organization engages an appropriately classified independent contractor to perform defined services.
• Organizations establish a formal agreement governing the sharing of staff, facilities, technology, data, or other resources.

A note about independent contractors:

Calling someone an "independent contractor" in an agreement does not by itself determine that person's legal status. Worker classification depends on the actual relationship and applicable federal and state law. Before using an independent-contractor agreement, determine whether that classification is appropriate.

When important non-money obligations are being exchanged

Money is not the only reason to use a binding contract. A formal agreement may be appropriate when organizations are exchanging significant services, granting licenses, sharing confidential data, relying on one another for essential program functions, using one another's facilities, or assuming liabilities that need to be clearly allocated.

The more the success of an initiative depends on each party performing specific obligations, the more important it becomes to determine whether those obligations should be set out in a binding agreement.

Use an MOA or MOU:

To document a collaborative relationship

An MOA or MOU can clarify what organizations intend to do together, even when their relationship does not involve purchasing goods or services.

Examples might include agreements:

• To participate in a joint advisory group or coalition
• To refer people to one another's programs when appropriate
• To collaborate on a community assessment, outreach effort, training program, or public event
• To coordinate access to complementary services
• To provide agreed forms of outreach, information, materials, or other support for a shared initiative

To describe an affiliation or partnership

Organizations may use an MOA or MOU to describe how they will coordinate a joint project, share responsibilities, communicate, make decisions, or present the partnership publicly.

Financial pass-through, fiscal-sponsorship, grant-administration, and similar arrangements deserve particular care. These relationships may involve custody of funds, tax obligations, financial oversight, reporting requirements, donor restrictions, ownership of assets, and other legally significant responsibilities. Use an appropriately reviewed agreement rather than assuming that a simple nonbinding memorandum is sufficient.

To agree to share resources

An MOA or other agreement may cover shared space, equipment, technology, communications resources, or other assets. If the arrangement involves substantial value, liability, insurance, security, or maintenance obligations, a binding contract may be more appropriate.

To coordinate future collaboration

Organizations may agree to conduct joint training, share information when permitted, participate in community planning, or explore future funding opportunities. The document should distinguish current commitments from activities that remain optional or depend on future approval or funding.

How do you read and understand a contract or memorandum of agreement?

Your organization may receive a proposed agreement from a funder, government agency, partner, landlord, consultant, vendor, software provider, or other organization. Never assume that a standard form is automatically appropriate for your organization.

Reading a contract

Read the entire agreement carefully.

Read the contract itself and anything incorporated into it, such as exhibits, scopes of work, budgets, grant requirements, policies, insurance requirements, data-security standards, or referenced terms and conditions. Those materials may be just as binding as the main document.

Pay particular attention to:

• The legal names of the parties
• Effective and expiration dates
• Scope of work and deliverables
• Payment and reimbursement
• Reporting and documentation requirements
• Record-retention and audit requirements
• Confidentiality, privacy, and data security
• Intellectual-property ownership and licensing
• Insurance and indemnification
• Subcontracting
• Compliance with applicable laws or funding requirements
• Termination and remedies
• Dispute-resolution procedures
• Amendment procedures
• Governing law or venue, when included

Record-retention requirements vary. Do not assume that one period, such as five years, applies to every contract. Follow the agreement, funding requirements, applicable law, and your organization's records-retention policies.

Translate complicated provisions into plain language for yourself.

Legal terminology can be unfamiliar, but don't skip a provision because it appears technical. Write a short explanation in your own words of what each important provision requires, when it applies, and who in your organization would be responsible for complying with it.

Ask for clarification or professional review when needed.

The other party may be able to explain what a provision is intended to accomplish, but remember that the other party does not represent your organization's legal interests. For significant questions involving liability, employment, taxes, insurance, privacy, intellectual property, real estate, government contracting, or other legal risks, seek appropriate professional advice.

A lawyer who serves on your Board should not automatically be treated as organizational counsel. Board service and legal representation are different roles.

Make sure your organization can actually comply.

Ask:

• Can we perform every material obligation within the required time?
• Does anything create unacceptable financial, operational, legal, ethical, privacy, or reputational risk?
• Are the funding, staff time, technology, facilities, and other resources adequate to do the work?
• Does the agreement provide a reasonable process for handling disputes, alleged breaches, delays, and circumstances beyond either party's control?
• Are restrictions on services, participants, expenditures, communications, data, or other activities compatible with the rest of our work?
• Does the written agreement match what we were told or previously discussed?
• Do we have authority to make every promise in the agreement?
• Does the person signing for our organization have authority to bind it?

Raise problems before signing.

Some contracts are negotiable; others contain provisions that a government agency, funder, insurer, landlord, or other party will not change. Ask what can be revised rather than assuming either that every provision is negotiable or that nothing is.

Reading a memorandum of agreement or understanding

An MOA or MOU is often shorter and written in plainer language than a formal services contract, but it deserves the same careful review.

Ask:

• Are the responsibilities clear and reasonable?
• Does the document reflect what the parties actually discussed?
• Does it describe the relationship and purpose accurately?
• Is anyone promising something they do not have authority, funding, staffing, or capacity to provide?
• Are responsibilities feasible within the proposed time and resources?
• Does anything conflict with the organization's mission, policies, other contracts, legal obligations, or funding restrictions?
• Does the document clearly state whether the parties intend it to be binding, nonbinding, or partly binding?
• Are confidentiality, data-sharing, use of names and logos, intellectual property, and other sensitive matters addressed where necessary?

Resolve disagreements and ambiguities before signing. Even when the parties intend an arrangement to be nonbinding, unclear expectations can damage a partnership.

How do you draft a contract or memorandum of agreement?

Good agreements begin with clarity about the relationship, responsibilities, risks, and desired results. Plain language is usually preferable to unnecessary legal jargon, but simplicity should not come at the expense of important protections or requirements.

Significant agreements may deserve legal, financial, tax, insurance, information-security, privacy, or other specialized review. This is particularly important when an agreement involves substantial money, employees or contractors, confidential information, health or education records, intellectual property, real estate, significant liability, government funding, or complex regulatory requirements.

Contracts

A contract should be detailed enough for the parties to understand what they are promising and for performance to be evaluated, without unnecessarily controlling every operational decision.

Identify the parties, effective date, and contract term.

Use the complete legal names of the organizations or individuals entering the agreement. Identify when the agreement begins, when it ends, and whether renewal is automatic or requires affirmative agreement.

Example:

"This Agreement is entered into between Community Youth Development Initiative, Inc. and Community Youth Center, Inc. and is effective January 1, 2027 through December 31, 2027, unless amended or terminated in accordance with this Agreement."

Describe the scope of work and responsibilities.

Depending on the agreement, address what will be provided, who is responsible, applicable standards, major deliverables, deadlines, locations or service methods, and how the parties will coordinate.

For a service contract, this might include:

• The services or deliverables
• The people or communities the services are intended to reach
• Expected service volume, when appropriate
• Timing, frequency, duration, and major milestones
• Required qualifications, licenses, training, accessibility, language capacity, or other standards
• Required documentation and reporting

For example:

"The contractor will provide a youth leadership-development program for approximately 30 young people ages 14–20 during the contract year. The program will include facilitated learning and applied activities addressing problem solving, conflict resolution, communication, civic participation, and leadership. Program scheduling will be developed with attention to participants' school, work, transportation, and accessibility needs. The contractor will document service delivery and report agreed program measures as described in Exhibit A."

Explain payment and financial requirements.

Relevant terms may include:

• The maximum contract amount
• Whether payment is based on a fixed fee, hourly work, units of service, milestones, reimbursable costs, or another method
• When and how invoices or reimbursement requests are submitted
• Documentation required with payment requests
• Financial and program reporting requirements
• The payer's obligations and expected payment schedule
• Allowable and unallowable costs and procedures for budget changes
• Audit, inspection, or record-retention requirements

Address other important obligations.

Depending on the relationship, provisions may address:

• Required funding acknowledgments
• Use of names, trademarks, logos, and other branding
• Publication and dissemination rights
• Ownership and licensing of intellectual property, materials, data, software, curricula, or other work products
• Confidentiality, privacy, and data-security requirements
• Insurance
• Indemnification or allocation of liability where appropriate
• Required licenses, background checks, safeguarding measures, or other qualifications when relevant
• Compliance with particular laws, regulations, grant conditions, or organizational policies
• Accessibility and language-access requirements
• Subcontracting and required approval of subcontractors
• Responsibility for communications, outreach, and public statements

Avoid vague requirements such as "political neutrality" when what you actually mean is compliance with a specific law, grant restriction, or organizational policy. State the applicable requirement as clearly as possible.

Explain how performance will be monitored or evaluated.

Use measures reasonably connected with the work the contractor is being paid to perform. Measures might address service delivery, quality, timeliness, accessibility, participation, completion of deliverables, participant experience, or appropriate outcomes.

Avoid holding contractors responsible for results substantially outside their control. If the agreement includes outcome measures, clarify whether they are contractual performance requirements, evaluation indicators, or broader goals the parties hope to influence.

Explain what happens when obligations are not met.

Depending on the agreement and applicable law, remedies might include:

• Notice of the problem
• A reasonable opportunity to correct or cure a breach
• Withholding payment associated with undelivered work
• Repayment of improperly spent funds
• Corrective-action plans
• Suspension or termination
• Mediation, arbitration, litigation, or another dispute-resolution process where appropriate

The appropriate remedy depends on the seriousness of the breach and the nature of the contract.

Explain termination.

Identify when either party may end the agreement, how much notice is required, whether an opportunity to correct a breach applies, and what happens to unfinished work, confidential information, equipment, data, records, intellectual property, outstanding invoices, and unused funds after termination.

Avoid assuming that 30 days is always the appropriate notice period. Some arrangements require longer notice, while serious breaches may justify immediate or accelerated termination.

Explain how the agreement may be amended.

State who has authority to approve changes and how amendments must be documented. Significant changes should generally be made through a written amendment approved by authorized representatives rather than relying on informal conversations that leave the written agreement inconsistent with actual practice.

Address notices and signatures.

Identify where official notices should be sent and whether notice may be provided electronically. Include signature blocks for authorized representatives.

Electronic signatures and electronic records are widely used for contracts. Determine whether the proposed signature method satisfies applicable law, organizational policy, funder requirements, and any special requirements that apply to the particular transaction.

Review the agreement before signing.

Ask the people responsible for implementing, administering, paying for, monitoring, and reporting on the agreement to review provisions relevant to them. Obtain professional review when the significance or risk of the agreement warrants it.

Give the other party an opportunity to review the draft and raise questions. Negotiation is a normal part of contracting when terms are open to negotiation. The goal is an agreement that accurately describes obligations the parties understand and can fulfill.

Memoranda of agreement or understanding

Drafting an MOA or MOU uses many of the same principles as drafting a contract: identify the parties, clarify expectations, and reduce ambiguity.

A useful MOA or MOU may identify:

• The parties
• The purpose of the collaboration
• Each party's responsibilities
• Resources or staff each party expects to contribute
• How referrals or coordinated services will work
• Points of contact
• How decisions will be made
• How information may be shared
• Confidentiality, privacy, and data-security responsibilities when relevant
• Use of names, logos, materials, or intellectual property
• The effective date and expected duration
• Procedures for revising or ending the arrangement
• Whether the parties intend the document to create legally binding obligations
• Any provisions specifically intended to remain binding even if the overall collaboration is described as nonbinding

Specificity does not require turning every collaborative relationship into a complicated legal document. The purpose is to make sure the parties share the same understanding about what they have agreed to do.

Where possible, develop the agreement collaboratively. Each party should review the final version, make sure that the person signing has appropriate authority, and keep a copy that can be referred to during the relationship.

Review the agreement periodically if the collaboration continues for a significant period. Staffing, funding, laws, technology, community conditions, and organizational responsibilities can change, and an agreement that accurately described a partnership several years ago may no longer reflect how the organizations actually work together.

In Summary

When an organizational relationship matters, putting expectations in writing can reduce confusion and strengthen accountability. Contracts, subcontracts, memoranda of agreement, and memoranda of understanding can all serve that purpose, but their legal effect depends on more than the title at the top of the document.

A contract creates legally enforceable obligations when the requirements of applicable law are satisfied. An MOA or MOU may document either a binding or a nonbinding arrangement, depending on its terms, the parties' intent, the surrounding circumstances, and applicable law. If the parties intend a memorandum to be nonbinding, they should say so clearly rather than relying on the document's name.

Before signing any agreement:

• Read the entire document and all incorporated attachments
• Translate unfamiliar provisions into language you understand
• Identify the obligations, deadlines, risks, reporting requirements, and consequences
• Ask questions and obtain qualified professional advice when necessary
• Make sure your organization has the authority, staffing, resources, systems, and funding to fulfill its promises
• Resolve or negotiate unacceptable provisions before signing when negotiation is possible

When drafting an agreement, aim for clarity about who is responsible for what, how payment and resources will work, how performance will be evaluated, how information and risk will be handled, how changes will be approved, and how the relationship can end.

A good agreement does more than provide evidence for a dispute. It gives the people responsible for carrying out the relationship a shared understanding of their responsibilities and a practical framework for working together.

What are contracts and memoranda of agreement?

___You know that a contract or subcontract is a legal document that sets out the terms of an exchange of value.

___You know that a memorandum of agreement is not a legal document, and that it describes a previously agreed upon arrangement for cooperation, collaboration, mutual support, or the like among individuals or organizations.

When might you use each document?

___You use a contract or subcontract whenever money is involved, or where there 's some other exchange of one commodity for another.

___You use a memorandum of agreement to clarify the relationships between or among two or more cooperating or collaborating individuals or organizations.

How do you read and understand a contract?

___You read every word of the document carefully.

___You don't allow yourself to be intimidated by legal language.

___You familiarize yourself with standard phrases and clauses that you might see in a number of contracts.

___You get an explanation - from the writer of the contract and/or from an attorney or other person whose advice you trust - if there's something you don't understand or have questions about.

___You make sure that the terms of the contract are acceptable by asking yourself:

• Whether everything in it is feasible.
• Whether all the conditions are possible for your organization.
• Whether anything in the contract is dangerous to the functioning or the life of your organization.
• Whether the resources specified in the contract - funding or otherwise - are adequate for you to be able to do the work.
• Whether there are protections written in for you, as well as for the funder, in the case of disagreement, or charges of violating the contract.
• Whether the restrictions and regulations, if there are any, are reasonable and not disruptive to the overall operation of your organization.
• Whether anything in the contract is different from what you've been told previously.

___You negotiate about the points that you want to change before you sign the contract.

How do you read and understand a memorandum of agreement?

___You read every word carefully.

___You get help in understanding anything that isn't clear.

___You make sure the terms of a memorandum of agreement are acceptable by asking yourself:

• Whether all the points are reasonable.
• Whether it reflects what you expected and what you've already agreed to.
• Whether the document addresses the situation or issue involved in a way you support.
• Whether any parties to the agreement - including you - are promising anything they can't deliver.
• Whether everything in the agreement is feasible - doable with the resources available, for instance, and within the necessary time frame.
• Whether you are being asked to agree to something that's damaging to your organization or against its principles.

___You negotiate about any points you want to change before you sign the agreement.

___You treat the memorandum of agreement as a promise that needs to be honored just as if it were a contract.

How do you draft a contract?

___You make both the language and the content of the contract as clear and specific as possible.

___You explain who the parties to the contract are, and the time period that the contract covers.

___You explain, as specifically as possible, what the scope of services, products, or other exchange is on both sides; who is to be involved; how it is to be accomplished; when it is to be done (the time frame for the contract); and where it will take place, if that is relevant.

___If there's money involved, you explain the details of payment.

___You explain any other obligations of each party.

___You explain how the contractor's performance will be evaluated.

___You explain the consequences if either party fails to deliver on what it has agreed to.

___You explain the conditions under which the contract can be ended by either side.

___You explain the conditions under which the contract can be changed.

___When you've finished, you show the contract to others - particularly those who were involved in initial discussions with the contractor - to see if it says what you intend it to, and if it covers clearly all the specifics that you want to address.

___You give the contract to the contractor, and are prepared to negotiate some parts of it.

How do you draft a memorandum of agreement?

___You work out the agreement beforehand with the other signees, so there are no surprises.

___You make both the language and the content of the agreement as clear and specific as possible.

___You draft a memorandum of agreement in the same way, and with the same care, that you would draft a contract.

A PowerPoint presentation summarizing the major points in the section.