1. Non-Profit Board of Directors
Development of Exceptional Boards
Ginny Wood Nelson M.Ed, LPC
Organization Development and Training

2. Board Roles and Responsibilities
Activity
Board Roles and Responsibilities
Do you agree or disagree with the designations of roles and responsibilities?

3. What are the basic responsibilities of nonprofit boards?
Determine mission and purpose. It is the board's responsibility to create and review a statement of mission and purpose that articulates the organization's goals, means, and primary constituents served.
Select the chief executive. Boards must reach consensus on the chief executive's responsibilities and undertake a careful search to find the most qualified individual for the position.
Support and evaluate the chief executive. The board should ensure that the chief executive has the moral and professional support he or she needs to further the goals of the organization.
Ensure effective planning. Boards must actively participate in an overall planning process and assist in implementing and monitoring the plan's goals.

4. Board of Directors Responsibilities
Monitor, and strengthen programs and services. The board's responsibility is to determine which programs are consistent with the organization's mission and monitor their effectiveness.
Ensure adequate financial resources. One of the board's foremost responsibilities is to secure adequate resources for the organization to fulfill its mission.
Protect assets and provide proper financial oversight. The board must assist in developing the annual budget and ensuring that proper financial controls are in place.
Build a competent board. All boards have a responsibility to articulate prerequisites for candidates, orient new members, and periodically and comprehensively evaluate their own performance.

5. Board of Directors Responsibilities
Ensure legal and ethical integrity. The board is ultimately responsible for adherence to legal standards and ethical norms.
Enhance the organization's public standing. The board should clearly articulate the organization's mission, accomplishments, and goals to the public and garner support from the community.
References
Richard T. Ingram, Ten Basic Responsibilities of Nonprofit Boards, Second Edition (BoardSource 2009).

6. Board and Staff Responsibilities
To help convey who does what regarding board and staff, the following activity is suggested to be done by board, staff or jointly.
Ultimately, the responsibility for the various activities depends very much on the life-cycle of the organization -- young organizations often have working Boards that are involved in day-to-day activities, while older organizations have Boards that attend exclusively to top-level policies and plans.

7. Board Tips
Develop clear roles and responsibilities for board members.

8. Board of Directors: Job Descriptions
Do you have job descriptions for your Board of Directors?
Do you have specific job descriptions for the roles of:
Board Chair
Vice Chair
Committee Chair
Board Member
Board Secretary
Board Treasurer

9. Creating a Board Orientation Manual: What should be in it?
the organization’s mission statement;
the history of the organization;
a description of the board’s structure and operations, including meeting dates and job descriptions;
a copy of the bylaws;
a manual containing all framework, self-governance, operational, and advocacy policies; the organization’s strategic plan;
financial information, including the organization’s budget, audit, investments, insurance and funding information;
a description of the board’s committees and their terms of reference; and the names and contact information of each director.

10. Board Meetings:
One of the most effective ways to accomplish productive meetings and strong governance is to carefully design an agenda and then closely facilitate to that agenda.
Agendas should include
1) strategic topics to address in that meeting, 2) specifically how each topic is to be addressed in that meeting (for example, to make a decision, assign further research, etc.),
3) specific times to address each topic. 

11. Board Tips
Recruit new members strategically to find the right people to meet your organization’s needs.
Remember, recruitment is an ongoing process, and not just something to think about when vacancies arise.

12. Board Tips
Host an annual retreat for board members. You may consider involving staff as well.

13. Minutes are the legal record of what happened at the meeting
Minutes should include:
 List, by name, of whom attended the meeting. Note if anyone left or arrived during the meeting;
A copy of the agenda and any other material that the board members received either before or during the meeting;
A summary of the members’ discussions. The summary should document all of the various points considered by the board including references to any opposition;
The proper wording of any motions, resolutions, etc.;
A record of the vote on each item by the number of “ayes” and “nays.” List by name the members that voted in the minority; and
The time the meeting began and adjourned.

14. When to create Committees
Create committees when it's apparent that issues are too complex and/or numerous to be handled by the entire board.
For ongoing, major activities establish standing committees; for short-term activities, establish ad hoc committees that cease when the activities are completed. Standing committees should be included in the by-laws.

15. What are typical Board Committees?
Executive
Finance
Personnel
Fundraising
Board Development/Nominating

16. When establishing a Committee
The committee must has a specific charter or set of tasks to address, and ensure board members understand the committee's charge.
Board members should not be on more than two committees.
In each board meeting, have each committee chair report the committee's work since the past board meeting.

17. Board Tips
Determine the types of skills you need on your board. Consider members who have skills in accounting, legal matters, property management or policy areas.

18. Board and Staff Relations
How would you describe the relationship between your board or directors and staff?

19. Common Challenges For Board and Staff
Unclear boundaries between Staff roles and Board Roles.
Over involvement of CEO or Executive Director in Board decisions.
Under involvement of Board in fundraising and evaluation of overall strategic direction of the organization.
Board members becoming involved in personnel issues other than the CEO or Executive Director.

20. What are your challenges?
Discuss what you see as critical areas of growth for your Board of Directors.

21. Online Resources for Board Development
Board Café Board Source Boardnet USA Center for Nonprofit Management – Southern California The Effective Board Member's Orientation Manual Free Management Library Nonprofit Genie
Nonprofit Nuts & Bolts Nonprofit Virtual Library
Serving on the Board of a Not-for-Profit Organization: A Guide for New Directors Minnesota Council of Non-Profits
Free Management Library

22. Thank you!
Questions or Comments?

23. For further questions or comments please contact:
Ginny Wood Nelson