Section 6. Maintaining a Board of Directors

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.