Section 4. Developing an Ongoing Board of Directors

Learn how to develop an ongoing Board of Directors that will help focus your organization and ensure that its mission continues to be carried out.

 

• 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?

Now that you have an organization, you might decide that you need a Board of Directors. While many organizations choose to use other kinds of governing bodies (see the discussion about other types of Boards below) a Board can strengthen your organization in many ways: perform some of the tasks of the organization, support your work in the community, convince others that you know what you're doing, contribute particular skills and talents, advise the organization on legal or other matters, and help with fundraising, to mention a few. A Board is also usually necessary if you want to gain nonprofit status and get public funding.

At the same time, membership on a Board gives many people the opportunity to volunteer for a cause they believe in, and to use their skills or prominence in satisfying ways. So you have something to offer by asking people to serve on your Board, as well as something to gain.

This section will give you information about what a Board of Directors is, and about some different kinds of Boards. It will explore why many organizations can benefit from Boards, and what Boards actually do and how they work. Finally, it will offer advice on how to recruit Board members for different circumstances, and will bring you as far as the first Board meeting.

What is a Board of Directors?

A Board of Directors is the governing body of an organization. It decides on policy, and makes sure that the organization's policies are carried out.

For instance, a Board may decide that its organization won't accept money from funders whose practices it disagrees with. The Board may then monitor contributions to make sure that it's not taking money from those funders.

• The Board oversees the financial operation of the organization through its Treasurer. It is responsible for any mistakes, bad judgment, or illegal financial activity. If the organization's Accountant tries to cook the books, the Board should catch her!
• The Board hires, fires, and supervises the Director (if there is one), and oversees the operations of the organization. It usually doesn't interfere in day-to-day decisions, but it might work with the Director or ask him or her to do something specific to correct a problem or deal with an issue. It might also fire the Director if it thinks that he or she is doing a bad job, is doing something illegal, can't get along with the staff, or isn't supporting the goals of the organization.
• The Board makes sure that the mission and philosophy of the organization are maintained. This is one of the most important things a Board can do. It is the watchdog that keeps the organization moving forward toward its goals, and protects the ideals that moved you to do all this in the first place.
• The Board is legally responsible for all the actions of the organization. If the organization does anything illegal, owes money, or is sued, the Board is the responsible party.

Many organizations indemnify their Board members. This means that in most cases, the Board members cannot be sued or prosecuted as individuals for the actions of the organization. If the Board members knowingly commit or allow illegal acts, of course, all bets are off.

• In some cases, the Board may do some or all of the work of the organization. This might happen if:
  • There is no paid staff, or not enough money for adequate staff to do everything necessary to run the organization. Board members then become the (volunteer) staff of the organization, and do whatever needs to be done to accomplish the organization's goals.
  • The organization is a volunteer organization, where paid staff's job is to organize, and the Board and other volunteers actually carry out the mission.
  • The organization reserves some tasks specifically for the Board in order to keep Board members directly connected to its operations.

Other types of boards or governing bodies:

Not all Boards have as much power as those I've just described. Some may not actually be called Boards of Directors at all, but may be referred to as Steering Committees, Advisory Boards or Committees, or Core Groups. Not every group needs a Board of Directors. A short-term initiative, for instance, that expects to disband after a few months when a particular goal is accomplished, probably has no reason to form a Board, though it might need some sort of governing body--perhaps a Steering Committee to guide its actions. Other organizations may simply not want a traditional Board of Directors, but may want to try another model.

A Steering Committee may be appointed or elected, but is often open to any member of the organization who is interested in helping it to run. It usually makes recommendations about a particular action or about the direction in which the organization should go, rather than setting policy. If the Steering Committee oversteps these bounds, the organization may dissolve it, or otherwise limit its authority. Coalitions, which may be organizations made up of several other organizations, often have Steering Committees.

An Advisory Committee is just that, a group that advises the organization. It may do many of the same things as a Board of Directors, but it doesn't set policy or oversee the Director, operation, or finances.

An advisory committee for a program in a school system was made up of parents, teachers, and administrators. Its job was to work with teachers to come up with ideas for the program, to represent the community in the discussion of those ideas, and to help find the community resources to help the program run. It had no real control over the program, but it was listened to, although not 100% of the time. That's how most advisory committees work.

Another possibility is creating a Board of Directors that reflects the philosophy and structure of a collaborative program or initiative. Rather than remaining separate from staff and members, this kind of Board might...

• Share Board work with them
• Participate with them in deciding on policy, rather than being in charge of it
• Share power with them
• Include, or be largely made up of, those whom the organization serves

This type of Board would be most likely in an organization that operates as a collective or collaborative, or in which staff empowerment is extremely important.

Why do you need a Board of Directors?

Funding, traditional structure and nonprofit status

One of the most important reasons to develop a Board is that most funders want to deal with organizations that have traditional structures. They simply won't give money to an organization without a Board. By the same token, many funders--especially local, state, or federal government bodies--won't even talk to an organization without non-profit status. And you generally can't get non-profit status without a Board of Directors.

Non-profit status is granted by both the state and federal governments. Being a non-profit organization means, among other things, that you don't have to pay taxes on the organization's income (although you do have to pay payroll taxes for regular employees.)

Although the organization can take in more money than it spends, no one can take that

money home as profit. It has to go back into the organization in some way.

Non-profit status also means that your organization can't lobby more than a certain amount, and that it can't support a particular political candidate or party. And if too much income goes for salaries or bonuses--if the organization's Director makes $250,000 a year, say--the government tends to get suspicious.

Gaining connections with the community

A carefully chosen Board can give an organization visibility and connections in the community, and can marshal community resources and support for the activities of the organization. If it's made up of people from all parts of the community--different income groups, ages, parts of town, jobs, races, etc.--the Board can also help the organization understand what the community really wants and needs. When a lot of people in the community know someone connected with an organization, they're much more likely to think well of it, and give it their support.

Building organizational credibility

Often the hardest thing for a grassroots organization to do is to convince the community that it is a legitimate group that knows what it's doing. Having a Board that includes respected members of the community--whether because of their jobs or community standing (bankers, city councilors, clergy, etc.) or simply because of their personal qualities--can go a long way toward gaining respect for an organization.

A community coalition had as a founding member a veteran who had been shot down as a fighter pilot in Vietnam. When he got home, the whole town watched for agonizing months as he learned, through obvious pain, to walk and function despite crippling injuries that were supposed to confine him to a wheelchair for life. He was an ordinary guy without wealth or position, but he had credibility in that town. His membership extended that credibility to the coalition.

Attracting good people to your organization and your cause

While people may not always be willing simply to volunteer for an organization, they often can be persuaded to serve on a Board, because being asked is a mark of respect. Being invited to join a Board is flattering, and indicates that someone thinks your opinion is important. It's harder to resist volunteering in that situation, and an organization may be able to attract terrific Board members who might not otherwise be willing to work with it.

Using board members' talents and skills

Does your organization need legal advice? Accounting? Someone who'll always be honest about what the community is likely to think about an idea? People who know health issues? Education? Community organization? Your Board can be a source of all of these and more. Many professionals serve on Boards particularly to provide their services to an organization they believe in. Local people may have a better perspective on what will fly in the community than program staff, who might live elsewhere. A Board is a collection of talents, knowledge, and skills that an organization can draw on.

Maintaining organizational balance

Sometimes a particular individual or small group can dominate the workings of an organization. Even if they are generally intelligent, well-meaning, and right most of the time (perhaps especially if they are), people who dominate can poison a program. If the staff and the community feel that their ideas are ignored, then achieving your goals may be a casualty. A Board can help, through its supervision of the Director and oversight of the program, to assure that some balance is maintained. It's a bit like the federal government, where the President, Congress, and the courts all control and are controlled by one another.

A word of warning: There are many horror stories about organizations where the Board struggles with the Director for control. Most of these stories are true: unfortunately, it's all too common. It's tremendously important that the roles of the Board and the Director are clearly defined, so that everyone knows who's in charge of what. It's also tremendously important that the Board President and the Director both understand the possibility of conflict, and try to make sure that they're working together instead of against each other. Directors of organizations are usually strong people, and good Boards are also made up of strong people. If they're all working together, the organization can be tremendously strong. If they're fighting over who gets to call the shots, you might as well pack up your cleats and go home, because there's not going to be any game until everyone's playing by the same rules.

Safeguarding the mission

Staff members, and even Directors, come and go. They don't always completely understand the mission and philosophy of the organization when they come; it takes them a while to learn; and then they take that knowledge with them when they go. The Board can act as an institutional memory to make sure that the mission and goals of the organization are not neglected, and continue to be pursued. It can be the link, through its records and the longevity of some of its members, to those who founded the organization and to its original purpose.

How does a Board actually work?

The procedures of the Board are usually covered in a set of by-laws, which are the rules governing the workings of the Board and the organization. By-laws are usually written by a Board committee and revised from time to time as the needs of the organization change, or some by-laws prove unworkable.

Meetings

First of all, a Board of Directors meets on a regular schedule, usually not more often than once a month, or less often than two or three times a year.

Board meetings can often be long, and sometimes really dull. One way to make them more interesting--and to make the whole experience more pleasant for Board members and anyone else who attends--is to meet in places where everyone can be comfortable. This means comfortable furniture, comfortable surroundings...in other words, not someplace institutional. Meeting at members' homes works for some Boards. One organization's Director hosted Board meetings and cooked dinner for everyone each month. While that seems above and beyond the call of duty, having food at meetings changes the way people relate to one another, and can make it much easier for the Board members to get along and work well together. Food is comforting and comfortable in itself. If you can't have the meeting in a really comfortable place, at least make sure you feed 'em.

Officers

Boards generally elect officers to run the Board and its meetings. Usually there are four positions:

• A President or Chair who runs Board meetings; works closely with the Director to help the organization run smoothly and accomplish its purpose; and deals with issues, problems, or policy concerns on the Board, often with help from other officers or Board members.
• A Vice-President or Vice Chair (or more than one) who acts as backup for the President, and may have specific areas of his or her own to oversee as well. In many community-based organizations, it is understood that the Vice-President will be the next President.
• A Secretary or Clerk who takes minutes at Board meetings, keeps records and files of the activity of the Board, sends out minutes and agendas for the next meeting, and is in charge of communication both with Board members and with outsiders who communicate with the Board. The Secretary is also responsible for making sure that every action of the Board is documented properly. If a question arises about a particular vote, for example, the Secretary should have a record of the exact wording of what was voted on, the date on which the vote took place, and the number of people in favor and against. Things like this can be important in legal issues, or in resolving conflict.
• A Treasurer who is legally responsible for the finances of the organization. This person is often a lawyer, an accountant, or a banker, and works closely with the staff member who handles the organization's finances. In small organizations, the Treasurer may be that person.

These four officers, sometimes joined by Committee Chairs or other Board members, often make up an Executive Committee which plans meetings, handles matters that come up between meetings, and guides the work of the Board.

Committees

Most Boards form committees to accomplish both the regular work of the Board and other specific tasks, and appoint Board members as chairpersons and members of particular committees.

Generally, people will volunteer for committees they want to be on. Sometimes, however, this ends up with some committees being really large and others being really small. One way to deal with this is to limit the size of committees and make membership first-come-first-served. Another is to try to match members with particular committees according to their skills and personalities, and then to ask them personally to serve on the appropriate committee. Still others are to establish limited terms for committee members, so they know that they won't be on a committee forever if they don't want to; to regard every committee as a time-limited operation that will dissolve as soon as its very specific goals are met; or to assign people to committees by lot, or by appointment by the Chair. Most committees will end up with about the right number, but every Board seems to have at least one committee that no one wants to be on. It's an ongoing struggle.

There are two basic kinds of committees:

1. Standing Committees are ongoing and oversee the regular operations of the organization.

Some common examples:

• A Finance Committee which keeps track of the money situation of the organization, and is often chaired by the Treasurer.
• An Executive Committee, usually made up of officers and committee chairs, which sets agendas for Board meetings and acts for the organization when the full Board isn't available. It's generally chaired by the President.
• A Fundraising Committee which coordinates events, mailings, appeals, etc., aimed at raising money for the organization.
• Public Relations, Political Action, Community Health, or Public Policy are other possible examples of standing committees, depending upon the purpose of the organization. Each Board decides what its standing committees will be.

2. Ad Hoc (Latin for, roughly, "to this purpose") Committees are formed to accomplish a specific task, and then disbanded when the job is done. A good example would be a committee to run a particular fund-raising event, like a carnival. When the event is over, the committee might make a final report, and then go out of existence.

Board Tasks

In addition to serving as officers or on committees, Board members usually help to plan, organize, and attend organization events; represent the organization in the community; and/or sit on other Boards or committees as representatives of the organization.

How do you go about putting a board together?

So you've decided to have a Board. Now what? Obviously, you need to find some people to serve on it. But you don't want just anybody. How do you decide who you want, and then how do you recruit them and get them to agree to be members of your Board?

It's important to think first about what kind of Board you want, and then try to find people who will do well on that kind of Board. Many great people may not be the best members for your type of Board, or may find that they don't want to serve on that type of Board. You have to be clear about what you want, and then work to find a good match.

What kind of board do you want?

Boards may have several different purposes. Some are of one particular type, but many--perhaps most--are a combination of two or more types.

Working Board

A Working Board helps with the actual functioning of the organization, usually through the efforts of its committees. Members of a working Board should be willing

• To attend Board meetings regularly
• To join committees, attend committee meetings, and do their share of the work of those committees
• To offer opinions, advice, etc., and participate in the running of the Board

Board for Credibility

A Board which exists largely for credibility helps to show people in the community that the organization is legitimate and knows what it's doing. Board members are chosen more for who they are than for their skills or their willingness to work.

Members of this kind of Board should be:

• People who are well known and respected in the community as a whole or in specific parts of the community. These are often people with social connections or respected positions (doctors, bankers, hospital administrators, town officers, clergy, etc.), or simply people whom others in the community look up to. (Remember the wounded veteran who was a founding member of the coalition.)
• Willing to have their names used in connection with the organization--on stationery, for instance.
• Willing to attend specific organizational events or other public functions on behalf of the organization when asked.
• Willing to speak to the press or perform other public relations duties as representatives of the organization.

It may not matter if some members don't attend Board meetings on a regular basis, if they lend their names to the organization.

Board with relevant experience

A Board may be assembled to take advantage of the direct benefits to the organization of members' talents or training.

• An accountant might act as Treasurer and help with the books and finances
• A lawyer might serve as the organization's attorney and legal consultant--for free
• A reporter or radio personality might help with public relations
• People with specialized knowledge that relates to the organization's mission can make the organization much more effective (health professionals for a public health initiative, for instance)
• People who are the beneficiaries of the organization's mission can often help identify the best ways to achieve goals

Fundraising Board

A Fundraising Board exists to bring money into the organization, through both members' own contributions and their fundraising efforts in the community.

• Some members should have connections to wealthy people in the community or other sources of funds, and should be willing to use those connections for the benefit of the organization
• It will help if some members are themselves wealthy; they should expect to make large contributions to the organization. These Board members lead by example.
• Members should be willing to make public presentations on behalf of the organization, and to participate in other public relations efforts that lead to funding
• Members should be willing to participate in fundraising events and campaigns
• Members should be willing to ask their friends and acquaintances for contributions

Boad to safeguard the organization's mission

A Board's job may be to safeguard the mission and philosophy of the organization.

In this situation, the most important qualification for Board members is that they clearly understand and support the mission and philosophy of the organization. Other qualifications are simply less important.

Understanding and supporting the mission and philosophy is perhaps the most important single qualification for all Board members, regardless of why you want them. No matter how important some people may seem to you, if they don't truly grasp and champion your mission, they won't last long on the Board, and their experience could leave them with a bad impression they might spread to the community. Be honest about what you stand for, and make sure potential Board members understand what they're getting into, perhaps to the point of giving every potential Board member a written statement of the philosophy and goals of the organization. Some will get away, but the ones you catch will be far more valuable.

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

Once you've decided on the kind of Board you're aiming for, you need to look at its relationship to everyone else in the organization. Will it be a governing body, like a traditional Board? Will it be an advisory Board? Will it be a democratic collaboration with staff and others? The answers to these questions are important, because Board members will have to be willing to act and function in particular ways in each case. Do potential members have set ideas about what a Board does that differ from the way the organization works? Can they see the Board as anything other than "the Boss?" (This is only an issue if the Board is not meant to be the Boss.) Do they understand that the advice of an advisory Board is not always followed? You need to know how people feel about these issues before you invite them to serve on your Board.

How big do you want your Board to be?

The ideal size of your Board will depend on what kind of work it's going to do. If your Board members aren't expected to make all the meetings or spend a lot of time serving on committees, then size may not be a concern. A Board whose purpose is community credibility might be more effective if it is large (20 or more), so that you'll have lots of people to call on as representatives of the organization. If the skills and talents of the members are the issue, then the size of the Board could be determined by what skills you particularly need.

If you have a working Board, there are two approaches you can take:

• Keep it small (15 or fewer), with everyone willing to put in a set amount of work, and then limit the work you take on to what members can accomplish in the time they have
• Make it large (20 or more), especially if there are lots of committees, so that there are plenty of people to share the work, and no one gets burned out

In general, you're probably better off with a relatively small group that's willing to work hard--particularly if the organization is small--rather than trying to coordinate a larger group and motivate everyone to contribute. A large group can work well, but you need strong committee chairs who are willing to reach out to members, and all must be very clear from the beginning that they are expected to put in a certain amount of work if they're on the Board.

Some really important points:

Whatever the size and purpose of your Board, the most important things to think about are:

• Try to match Board members to the jobs you want them to do. Make sure they know what those jobs are before they join, that they want to do those jobs, and that they have the time and ability to do them.
• Try to match Board members to one another. This doesn't mean that they should all be the same--the more diversity of all kinds on the Board, the better. But it does mean that they need to be tolerant of others' opinions, styles, and differences, that they are able to get along with people in general, that they are willing to work at communication, and that they are willing to participate in a group to accomplish a common purpose.
• Make certain that Board members buy into the basic principles of the organization: the mission, the philosophy behind it, and anything else that's important.
• Be as absolutely straightforward as you can about everything: the amount of work, the real philosophy of the organization--the stuff that's behind what you say in public, and what you're asking people to do. It's far better for someone to respect your honesty and choose not to be on the Board, rather than to accept, and feel later that he or she has been deceived.

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

Where to look:

To find Board members, it's best to start with people you know and work outward. People who are not interested in being Board members may be happy to give you names of others who might be interested.

Some groups to start with:

• Current friends, acquaintances, and supporters of the organization
• High-profile people (legislators, media people, celebrities, etc.) who have commented publicly and positively about the organization's issue
• People who have a vested interest in the issue (teachers for a literacy initiative, for example)
• Members or staff of organizations which are natural allies (hospitals, AIDS education groups, or mental health centers for a health initiative)
• People who may benefit if the organization achieves its goals (homeless or poorly -housed individuals for an affordable housing program)

Talking to potential Board members:

Coming up with a list of names is only the first step. Now you have to find out if they're the right people for your Board, and they have to decide whether your Board is right for them. The first conversation with a Board candidate is a lot like a first date: each of you is trying to decide whether this relationship has any potential, and whether you want to see the other person again.

Some guidelines for a first conversation:

• Tell them why you're considering them for the Board, and what role you hope they'll play. Try to make them feel (as they should) that they're highly valued.
• Tell them as much as they can digest about the organization, so they have a clear idea of what they're getting into. Be as honest as possible; describe weaknesses as well as strengths. For some people, helping to correct weaknesses is a strong reason to join a Board.
• Find out what the candidates want out of the relationship, as well as telling them what you want. What do they think they can contribute? What would make them feel useful?
• Answer all their questions completely.
• Try to get answers to your questions about their fit with the Board, their willingness to work with a diverse group, etc.
• Be sure to find out about their availability. Do they have enough time to be Board members? When can they meet, and when can't they?

Issues to consider in choosing Board members:

• Do you want all Board members to agree? You lose a lot if everyone thinks alike, but if they don't, the Board has to be able to handle differences of opinion without falling apart.
• Are you willing to risk having two or more people on the Board who may be individually valuable, but don't get along with each other?
• How will you handle differences in class and education? What kind of support and training will you provide for those who don't have a lot of experience working in groups, let alone serving on Boards? How will you make sure that they feel comfortable presenting their opinions, and that their voices will be heard when they do?
• How will you tell someone that they're not right for the Board?

A mechanism for choosing Board members:

A common method of selecting potential and actual Board members is to appoint a Nominating Committee. This committee is charged with finding and interviewing people in the community who would be good Board members for the organization. Usually, the Nominating Committee reports back to the full Board about the interviews, and may recommend a list of people for acceptance. The Board then votes to accept or reject interested candidates, or may choose to meet some or all of them before making a decision. The Nominating Committee generally also has the task of informing those candidates who have been rejected.

One way to reject people gently but honestly is to focus on whether they'd be happy on the Board. If you can truthfully say that you think they wouldn't--especially if you can give a non-threatening reason (I don't think you'd be able to support a lot of our positions), then it's easier for both you and them. Talking about their fit with the ideals, the purpose, the work of the Board is also a way to approach this issue without attacking people as human beings.

Someone who has been rejected as a Board member may be able to help the organization in other ways. A Nominating Committee or other recruiter should always look for a place where such a person can fit in, and feel valuable to the organization.

Board members may also be elected from among the membership of the organization, or proposed by current Board members. On some Boards, a member who is leaving is expected to find his or her replacement. In almost every case but general election, however, the Board still approves or rejects candidates for membership.

How does the board get started?

Once the Board has been chosen, it has to meet and get organized. It doesn't yet have by-laws or officers, so someone--probably you--is going to have to do some organizing to get everyone in the same place at the same time.

It is usually helpful if the first meeting is on neutral ground: the organization's office, if it has one, or a room in a public building (libraries often provide space for meetings, for instance). As mentioned above, food and drink can make things more comfortable.

It is customary to ask a Board member to chair the first meeting until a President or Chair is chosen, and another to take minutes. This temporary Chair can, with you and perhaps one or two other Board members, draft an agenda for the first meeting.

The agenda should include:

• Introductions all around
• A report from the Director, if there is one, about the state of the organization
• Discussion of Board structure, including officers and standing committees
• Discussion of the organization's goals, and of the tasks necessary to meet those goals
• Preliminary discussion of other committees needed to address those tasks
• The election of officers, particularly a permanent Chair or President
• The appointment, at least temporarily, of committee chairs
• Assignment of members to committees

Election of officers, appointment of committee chairs, and assignment to committees could wait until the second meeting, when Board members have more knowledge of one another. If it is put off, however, the first meeting should include setting of part of the agenda for the next meeting, with election of officers, appointment of committee chairs, and assignment of members to committees at the top of the list. Board members interested in offices or particular committees should have an opportunity during or directly after the first meeting to make their preferences known.

• A Board meeting schedule
• Anything else of importance to the organization

Board members should leave the meeting feeling that the Board has a clear structure, and that they got a lot done. If members can leave the first meeting with a sense of accomplishment and purpose, the Board will be off to a great start.

In Summary

You've just gotten a quick look at how--and why--to put together a Board of Directors. A well-functioning Board can be a tremendous asset to an organization. On a practical level, it provides the necessary structure for outside funding and non-profit status. On an operational level, it helps to support the Director, staff, and/or volunteers in difficult circumstances, and assists with the running of the organization and with fundraising.

In that role, a Board can ground an organization in the real world: "We can't afford to do that right now," are words that Directors hate to hear, but they have saved many programs from disaster.

A good Board helps lend credibility and legitimacy to the organization in the eyes of the community. And perhaps most important, a Board is itself part of the community, and thus connects its organization to the community as well. Without that connection, what is a community-based organization, after all?