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Understanding the Basics of Board Roles

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It is probably fair to say that nonprofit board members desire to do a good job supporting their nonprofit and its leader. That includes board members who only attend a meeting periodically as well as the ones that try to assist in every way possible including guiding staff in their tasks (which is the job of the Executive Director!).  It’s easy to feel upset with board members who fail to carry out their roles properly as this can cause frustration to nonprofit leaders who don’t feel properly supported.

Certainly new and even returning board members are doing what they believe is best to assist the nonprofit organization. Community volunteers who join a board bring their own areas of expertise to the board table in hopes they can make a valuable contribution; however, the majority have never received formal training in board governance. And what a board member doesn’t know can be hurtful to relationships with staff and possibly even harmful to the nonprofit in some situations.

Listed below are fundamental areas where board members may need training so they can fully understand their responsibilities in guiding the nonprofit as well as its working relationship with the staff.   

  • Boards Govern: One of the most important keys for meaningful direction is to remember that the role of the board of directors is to govern, not manage, the nonprofit. Managing is the role of the nonprofit Executive Director (ED) or Chief Operating Officer (CEO). To govern means to carry out responsibilities as the legal guardian of the nonprofit organization. Each board member is accountable for the financial and organizational well-being of the nonprofit. They work with the nonprofit leader to adapt a strategic plan, budget, and other ruling policies and procedures. Once these guidelines are established, it is the role of the ED/CEO to put the plans into action by developing specific programs and activities needed to meet the stated goals.  
  • Boards Function as a Collective: Many board members do not realize that a board functions as one collective body to govern the nonprofit. No individual board member, including board officers, has the authority to act alone on behalf of the nonprofit. Board committees are a part of the team as well, and should not take action on behalf of the nonprofit without specific board approval. To maintain accountability, a board of directors should develop clear policies pertaining to the actions of board members which (1) define their scope of authority, and (2) offer a comprehensive guide for making board decisions. Providing structure to address routine as well as unexpected issues and concerns helps the board to function more cohesively.
  • Boards Determine Why: The board clearly defines the nonprofit’s mission and provides guidance as to what the nonprofit needs to do to best serve their clients. The ED/CEO and staff then develop procedures and initiate activities, programs or other methods to reach the client base. All board actions and activities should focus on promoting and supporting these specific mission goals.
  • Boards Determine Outcome: Determining outcomes that give the nonprofit credibility and success in the community is a crucial concern for the board. Every nonprofit needs to show some type of outcome in how effectively it communicates its mission and principles to the public. Outputs are the way the organization measures what it accomplishes within a given period of time. For instance, how many people are housed, how many vaccinations are provided, and so on. Results from the nonprofit’s programs and activities are evaluated by the board to assess how well these outputs measure characteristics such as attitudes, behaviors, or circumstances, as well as the effectiveness of the current programs and activities in general.
  • Boards Set Policy: Policies supplement the nonprofit’s articles of incorporation and bylaws by establishing a set of rules and procedures, such as the Board Member Agreement, Code of Conduct, Conflict of Interest, Document Retention and Destruction, Gift Acceptance, Nondiscrimination, and Whistleblower policies. Some nonprofits might need additional policies depending on their mission. Once in place, the ED/CEO and staff initiate procedures to ensure these policies are followed by the board and in all areas of the nonprofit organization.

Training a nonprofit’s board members is time and effort well spent. The more they understand the complexities of board and staff roles, and the more insight and governing expertise they acquire, the better prepared they will be to act skillfully as guardians of the nonprofit and supporters of its leaders. Spokes offers its full-day Board Academy as well as individual trainings for specific boards upon request. Give us a call to discuss your board training needs.  

Additional Resources:

What is the Meaning of Board Governance?

https://boardmanagement.com/blog/meaning-board-governance/

The Difference Between Governance and Management

The Difference Between Governance and Management

Training and Orientation for New Board Members

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After meeting dozens of people who would like to serve on a nonprofit board, one thing they all have in common is their desire to do a great job as a board member. However, very few small nonprofit staffs have the expertise or personnel readily available to provide new board members with the tools needed to navigate through the web of policies and procedures they will encounter.

Why New Board Members Need Training

Most nonprofits are just happy to find a person interested enough to join the board—but to keep them engaged and feeling productive, it’s necessary to do some training. That’s because a new board member may have no idea of what needs to be done or how to do it. Even new members with prior board experience will need to learn the ins and outs of the particular nonprofit’s board operations.

How Orientation and Training Help New Board Members
 
Board orientation and training is therefore important for a member because it helps them learn how they can best serve as a professional asset to the nonprofit. These sessions provide new board members with the specific knowledge and resources to know how to execute their roles and responsibilities successfully.  Traditionally, the Board President and the CEO or Executive Director take the lead in instructing and familiarizing new members by discussing the board’s and nonprofit’s goals and priorities. Orientations also allow current board members to interact and share information about how the nonprofit and the board function together.

Steps to Board Orientation and Training
 
Ideally, a board needs to have a plan in place for orientation and a process for training new board members. Below are some guidelines, and Spokes members can visit the Resource Library page on our website to find a more complete listing.

  • Orientation should take place shortly after a new member is elected to the board, ideally before the new member’s first meeting, and should be conducted by the board chair along with the executive director and anyone else they think is appropriate.
  • New board members should be fully briefed on the activities of the nonprofit, the history of the organization and their strategic plan, and be given copies of prior board minutes, the articles of incorporation and bylaws in a New Board Member Orientation Manual customized to reflect the nonprofit’s administrative structure. 
  • A board agenda and any documents needed for their first meeting should be added into the New Member Board Orientation Manual.
  • Assign a current board member as a “buddy” to mentor a new board member, and ask the new member if they would like to join one of the board committees as well. Working with a smaller group on a specific project can help balance out the sometimes overwhelming number of issues a new board member must digest at the beginning of their term.

Resources for Board Orientation and Training

Spokes Members can find a more complete outline on their Member’s Online Resource Library page:
https://spokesfornonprofits.z2systems.com/np/signIn.do?target=%2Fpublicaccess%2FneonPage.do%3FpageId%3D1%26

Member General Resources Links:
https://www.spokesfornonprofits.org/services/nonprofit-resource-links/

Additional Information:

Board Orientation:
https://www.councilofnonprofits.org/tools-resources/board-orientation

Board Manual Template:
https://www.gov.mb.ca/agriculture/industry-leadership/being-a-board-member/pubs/board-manual-template.doc


How to be an Excellent Board Member

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Register Now!

Local nonprofits need and want trained Board members who understand their responsibilities in nonprofit governance and how to support their nonprofit Executive Director. Our annual survey of nonprofit member organizations shows how paramount the desire for effective and well-informed board members truly is. Every nonprofit organization needs a Board of Directors and with the large amount of nonprofits in San Luis Obispo County, that means many community volunteers are needed to serve on nonprofit boards.

A 2018 Nonprofit Board Leaderships Study by Korngold Consulting, LLC and IMPACT 2040 found that business professionals that serve on a nonprofit board of directors “listen more carefully to different viewpoints, create more inclusive teams, and make more inclusive hiring and promotion decisions.” Comments from participants in the research noted that working with people from diverse backgrounds helped participants learn to solve problems by working together through healthy debate. Additional benefits are the board participants become more confident, better leaders, who are able to accept more responsibility and feel better qualified for promotion (McClimon, 2019). 
 
Serving on a board is important, but being a board member that brings excellence to the position is another step. In 2018, Spokes created a new signature program to respond to the need of San Luis Obispo County nonprofits for more trained Board members. The Board Academy is the first intensive board training for nonprofits on in San Luis Obispo County. The first academy was held in October, 2018 with 17 participants representing 12 different nonprofits.

The next Board Academy will be held on Saturday, March 23 from 9:00 am to 5:00 pm at Spokes. Lunch and snacks will be served and each participant will receive a binder of materials to take back and share with their board. You can expand your knowledge and be a board member of excellence by participating in the Board Academy. Register here.

Seven topics pertinent to the education of all nonprofit board members will be covered including an overview of the nonprofit sector nationally to locally, financial management and fiduciary responsibilities, insurance and risk management, legal and ethical responsibility of the Board, governance issues, board and executive Director interactions and fundamentals of fundraising. 
 
Resources: 

Beacon Economics (2013) Central Coast Economic Forecast. McClimon, T.J. (2019) Nonprofit Board Service Builds More Effective Business Leaders https://www.forbes.com/sites/timothyjmcclimon/2019/01/14/nonprofit-board-service-builds-more-effective-business-leaders/#22b7384c31a9

 
Takagi, G. (2009) Number of Directors – What’s the Best Practice? Nonprofit Law Blog.  http://www.nonprofitlawblog.com/number-of-directors-whats-the-best-practice/

Good Strategies for Bad Board Members

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“Jake” was eager to get involved with his favorite nonprofit’s outreach program, so he jumped at the invitation to become a board member. Once on the board, it became apparent that he had his own agenda: he did not understand the organizational mission and goals, wasn’t prepared at board meetings, and became combative when other directors disagreed with him.

Jake was not a good board member, and something had to be done.

It’s an unfortunate situation to find yourself on a board with a troublesome, obstructive person. Often, organizations invite these good-hearted people onto boards because they have community connections, free time, or are simply passionate about the organizational mission. Many don’t realize that board service is a big job which requires an understanding of legal and governance responsibilities, as well as some leadership skills.

Not every volunteer is a good fit for a nonprofit board of directors, and it can be difficult for these individuals to recognize their own shortcomings. In the article, “12 Reasons Why You Should Gracefully Resign from a Nonprofit Board”, Gene Takagi writes, “failure to meet your duties may be holding back the organization from better advancing its charitable mission and serving its intended beneficiaries.” Jake clearly did not understand his role, and his presence was reducing organizational efficiency.

To reduce the risk of inviting a person to serve on your board who doesn’t understand their role, provide them with a clear job description prior to their start date. This reduces the chances that they will be surprised about time, energy, and resource expectations. You can email Spokes for a board of director job template.

A board needs to operate as a whole unit to accomplish its very important work. When one member shirks their duties, the entire board suffers. There are a few ways to work through board member challenges.

  • Meet 1-1
    If you have a “Jake” who keeps the board in disarray, the board chair, and another executive committee member can use conflict resolution techniques to have a personal conversation with the member to try to understand and alleviate the issues.
  • Use term limits
    If personal life challenges or volunteering fatigue are affecting a board member, board service term limits provide a non-confrontational way to ease ineffective or challenging directors off the board.
  • Look to your bylaws
    Your bylaws should clearly state reasons to remove a board member, such as unexcused absences, unruly behavior, or conflicts of interest. If a director can’t accomplish their duties due to a temporary problem, a short-term leave of absence might be a solution. However, if this is disruptive to board business or causes quorum issues, it might be best to ask the person to resign.

Nonprofit organizations need strong board leadership so organizations can provide crucial services for our community. Spokes members who are eager to learn about board service responsibilities can log in on Spokes website to watch the Best Practices in Nonprofit Management video series. We recommend watching them during board meetings for full participation. These short, accessible videos will ensure that your organization is meeting all federal compliance requirements, achieving the highest standards of responsible governance and operating with full accountability to your donors, clients, and employees.

Does Your Board Work or Govern?

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Do you know if your board is a working board or a governing board? Although we use these terms all the time, this is a trick question! All boards are governing boards. Their first and foremost responsibility is managing the organization: making policy and strategy decisions, overseeing and monitoring organizational performance, and ensuring accountability. Volunteer-run or small-staffed organizations’ board members may also have working responsibilities in addition to governance responsibilities, such as program delivery. Because program delivery is often the most fun part of the job, it’s natural to want to focus your time and energy on direct service.

However, things get sticky when procedures, policies, and roles aren’t clearly defined. When board members disagree on the difference between the “must do” responsibilities and the “nice to do” activities, it can cause friction or result in compliance issues.

It may be time to review your activities and ensure that governance comes first if:
• your board meetings continually go off topic,
• committee updates take more than ten minutes of a board meeting, or
• your board spends more time discussing details than big picture items.

Spokes’ Board Academy provides the perfect opportunity to explore:

• Board Member roles and responsibilities
• Governance to achieve your mission
• Legal responsibilities of board service

Whether you’ve served on your board for one year or ten years, this training will give you new tools and knowledge to make your board function more effectively.

Want to learn more about working versus governing boards? Compass Point has more to say on the subject here: https://www.compasspoint.org/board-cafe/working-board-vs-governing-board

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