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The Non-Profit Organization Board of Directors
August 23, 2022
Diverse business team in a meeting looking at something off camera

General Responsibilities of Individual Members

  • Participate in initial orientation and ongoing awareness and learning processes
  • Attend all meetings; advanced notice to Chairperson when absence is unavoidable
  • Make an annual financial gift, proportionate to one’s financial resources, a top priority on one’s list of charitable contribution targets.
  • Participate in annual fundraising efforts
  • Review all materials provided in advance of Board meetings so as to be able to engage effectively in discussions and decision-making.
  • Be a community advocate for agency programs and issues.
  • Serve on one or more committees as may be requested by the chairperson.
  • Help identify resource opportunities including volunteers and people with special expertise.
  • Bring objective, critical judgment to program evaluation and financial management.
  • Be prepared and willing to assume leadership responsibilities in areas of personal interest and expertise.
  • Support other Board members in carrying out their commitments to the organization.

Basic Principles of Non-Profit Board Governance

The “trust” in trusteeship....

  • The Board exists to own the organization on behalf of identifiable others (owners or stakeholders). For example: clients, staff, sponsoring (funding) entities, etc.

Determination of ideal end results (outcomes), i.e. the reasons for the organization’s existence is the pivotal duty of governance. A non-profit organization exists so that the world in which it operates can be a better place. It must ask, “What will be the difference for others?”

  • For example, to make “outcomes” policies for a school system, the Board must become more sophisticated about the skills needed for personal and social success in the future.
  • The Board needs to commit itself to becoming more of a think-tank.
  • The Board needs to clearly define (and evolve) what constitutes “success” for the organization.
  • The need to focus on ends, requires the Board to define what level of accomplishment should be expected and also to be sure the expected accomplishment is worth the cost.
  • It is tempting to define ends and outcomes which are easily measurable. It is better to address evaluation and monitoring questions after desired outcomes are well defined.
  • The Board should only deal with issues that directly address recipients benefiting from the organization, plus the nature, costs, value and priority of these benefits and services. This means dealing with the details of budgets, personnel issues, programs and buildings must be a very low priority and consist of policy and oversight, i.e. the Board must focus more on the vital ends issues for which the organization exists.
  • An issue is an end only if it concerns what good, for whom, or at what cost. Ends never address what the organization will do—they address only what will be different for others.
  • Effective Boards must also deal with important issues that do not necessarily involve long term outcomes (ends), such as critical implementation issues (how’s). However, for the most part, the Staff determines how things get done.

The Board speaks with one voice or not at all.

  • Diversity of Board member opinion, reflecting the organization’s owners, is critically important. The Board should seek to expand, not limit, the diversity of its membership.
  • Once a decision is made, after adequate debate and dialogue, the Board must speak with one voice.
  • Individual Board members, however well intentioned, should never directly instruct staff. This is the job of the Chief Executive Officer (CEO).

Board decisions are predominantly policy decisions.

  • Policies are defined as the values and perspectives supporting plans and actions. They are expressions of the Board’s beliefs, vision, values and commitments.
  • There are four major categories of policies:
  1. Desired long term outcomes or ends—the results to be achieved, for whom, and at what cost (vision)
  2. Executive Limitations—boundaries of Staff methods and activities
  3. Linkages between the Board and the Staff—a definition of how authority will be delegated and staff performance evaluated
  4. Governance process—the Board’s own philosophy, accountability and job specifics.
  • The Board determines what topics policies should address and defines the provisions of each policy.

The Board should formulate broad values-based policies before narrow ones.

• The Board should create policies that define ranges within which others are empowered or required to act and to indicate who is to act.

• In defining policies, the Board should generally: - start with the broadest or largest policies first - resist jumping down to define the smaller details - grant the CEO authority for all actions within policy limitations.

The Board should define and delegate rather than react or ratify.

  • With adequate Board Policies in place, and understood by both Board and Staff, all staff-developed plans within policy guidelines should be approved automatically.
  • Board monitoring of Staff plans should be limited to pre-stated criteria (goals), and policy adherence.

The Board is accountable for how the organization conducts itself. However, the Board’s control over staff should be to limit, not prescribe.

  • Policies and Objectives must be consistent with each other.
  • Policies can also deal with important methods/practices, especially those affecting the organization and its behavior.
  • The Board must resist the temptation to prescribe means. Rather it should define in writing the limits on the means which staff may use to achieve goals.
  • Limiting policies should cover all unacceptable actions and situations. They should be sufficiently detailed so that the intent is very clear.
  • Don’ts are more concise and provide more freedom than Do’s, for example, The 10 commandments: Thou shalt not.....

A Board must explicitly design its own expectations and processes—to define:

  • Who is to be served (constituencies and recipients)
  • How the Board will maintain contact with its constituencies
  • What constitutes success for the Board
  • How the Board defines the job of the Chairperson and what it will delegate to the Chairperson. This must include the Chairperson’s right to interpret the Board’s words in governance processes.
  • Under what circumstances the Board will use committees. Note: committees are formed to help with the Board’s work—not to help with Staff work.

The Board must forge links with management that are empowering and safe.

  • The most important job of the Board is its choice of, and relationship with, the CEO.
  • The Board policy must be clear that the Board delegates to staff only through CEO.
  • Board/policy must outline the job expectations of the CEO and how CEO will be evaluated.
  • The performance of the CEO must be systematically and diligently monitored—but only against pre-established policies, criteria and goals.
  • The Board’s job is to define and execute leadership.
  • The CEO’s job is to:
    • lead the organization to make a significant impact on the community, meeting or exceeding the Board’s expectations,
    • provide ethical, prudent and creative leadership and develop a strong, highly capable staff,
    • influence the Board toward greater integrity and capability for strategic development.
  • The Board should demand integrity from the CEO. The CEO has the right to expect the Board to be clear, speak with one voice and to do its job.

The Board chairperson’s job is to assure that the Board does its job—to assure that:

  • Board committees exist only for meaningful Board responsibilities and functions.
  • There are written policies to guide the Board and the organization.
  • The organization’s CEO is assessed only against Board-determined criteria.
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Funded, in part, through a Cooperative Agreement with the U.S. Small Business Administration. All opinions, and/or recommendations expressed herein are those of the author(s) and do not necessarily reflect the views of the SBA.

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