Developed by Authenticity Consulting, LLC
All About Boards of Directors (For-Profit and Nonprofit)
© Copyright Carter McNamara, MBA, PhD, Authenticity Consulting,
LLC
Applies to for-profit and nonprofit Boards, unless marked differently.
Also see Carter
Board Blog.
Perhaps the best way to benefit from this topic is first to scan the subtopics in the following table, including how they are arranged on this page. The left side of the table lists the typical topics in Board operations, and the right side lists the typical functions in an organization that a Board must oversee.
Also, if you are looking for a very specific subtopic or article about Boards, you might use the "find" function in your browser, and enter the keyword(s) in order to search this page for those subtopics or articles. You also can use the "search" box in the upper right-hand corner.
Also see
Related Library Topics
Also See The Library's Blogs Related To This Topic
In addition to the articles on this current page, also see the following blogs that have posts related to this topic. Scan down the blog's page to see various posts. Also see the section "Recent Blog Posts" in the sidebar of the blog or click on "next" near the bottom of a post in the blog. The blog also links to numerous free related resources.
Library's
Boards of Directors Blog
Library's
Nonprofit Capacity Building Blog
Introduction and Basic Overview
What is a Board of Directors? What Does a Board Look Like?
A corporation, whether for-profit or nonprofit, is required to have a governing Board of Directors. To explain, a corporation can operate as a separate legal entity, much like a person in that it can own bank accounts, enter into contracts, etc. However, the laws governing corporations require that a corporation ultimately is accountable to its owners (stockholders in the case of for-profits and the public with nonprofits). That accountability is accomplished by requiring that each corporation has a Board of Directors that represents the stockholders or the public.
Members of a governing Board have certain legally required (fiduciary) duties, including duties of care, loyalty and obedience (some states and countries use different terms -- for example, in Canada, the duties of care and loyalty are often stressed). For-profit Boards often are referred to as "corporate" Boards, which really is a misnomer because both nonprofit and for-profit corporations are required to have Boards -- not just for-profit corporations.
The phrase "Board operations" often refers to the activities conducted between Board members and can include development and enactment of Board bylaws and other Board policies, recruitment of Board members, training and orientation of Board members, organizing Board committees, conducting Board meetings, conducting Board evaluations, etc. The phrase "governance" often refers to the Board's activities to oversee the purpose, plans and policies of the overall organization, such as establishing those overall plans and policies, supervision of the CEO, ensuring sufficient resources for the organization, ensuring compliance to rules and regulations, representing the organization to external stakeholders, etc. The nature of Board operations and governance depends on a variety of factors, including explicit or implicit use of any particular Board model, the desired degree of formality among Board members and the life-stage of the Board and organization.
Governing Boards can have a variety of models (configurations and ways of working), for example, "working Boards" (hands-on, or administrative, where Board members might be fixing the fax one day and strategic planning the next), "collective" (where Board members and others in the organization usually do the same types of work -- it's often difficult to discern who the Board members actually are), "policy" (where Board members attend mostly to top-level policies), "Policy Governance" (trademark of Carver Governance Design, where there are very clear lines and areas of focus between Board and the CEO), etc. All of these models are types of governing Boards.
Boards can have a broad range of "personalities." For example, Boards of large for-profit and nonprofit corporations might be very formal in nature with strong attention to Parliamentary procedures, highly proceduralized Board operations, etc. In contrast, Boards of small nonprofit or for-profit corporations might be very informal in nature. Some people believe in life stages of Boards, including that they 1) start out as "working" Boards where members focus on day-to-day matters in addition to strategic matters, 2) evolve to "policy" Boards where members focus mostly on strategic matters, and 3) eventually become large, institutionalized Boards that often have small executive committees and maybe many members some of which are "big names" to gain credibility with funders or investors.
For-Profit ("Corporate") Boards Compared to Nonprofit Boards
People might be surprised to read that there are more similarities between for-profit and nonprofit Boards than there are differences -- after all, both types of organizations are required to have Boards because both types are corporations, thereby having similar fiduciary responsibilities among members. Members of both types of Boards must attend to the many activities involved in Board operations and governance. Both types of organizations must conform to rules and regulations for operations of corporations within their states/provinces and countries, including for employment laws and tax filings (each type of organization files different types of federal tax forms). Thus, many of the topics included throughout this overall Library topic on Boards are relevant to both types of organizations.
Certainly, there are differences. For-profit Board members often are paid, whereas nonprofit Board members usually are not (except to be reimbursed for expenses). For-profit Board members uniquely attend to decisions about dispersing profits to owners (to stockholders), for example, in the form of stock equity and dividends, whereas nonprofit Board members do not seek to maximize and disperse profits to the owners -- the owners of nonprofits are members of the public. Nonprofit Board members often must participate in robust fundraising by soliciting funds from individuals, foundations, corporations and government entities. Nonprofits corporations often enjoy certain tax advantages, including tax-exemption (being able to avoid payment of certain taxes) and charitableness (so donors can deduct donations from their taxes). To retain that charitable tax status, Board and staff members of nonprofits must refrain from exceeding certain limits of lobbying and self-dealing.
The following links depict a concise comparison of for-profit
to nonprofit corporations:
How Nonprofits Compare to For-Profits
For-Profit
and Nonprofit Boards: More Similarities Than Differences?
Nonprofit
and For-Profit Boards -- a Comparison
Be sure to see the many general resources for Boards in the USA and Canada, near the end of this Web page. Also see the closely "Related Library Topics" and "Recommended Books" referenced from the bottom of the page.
Overview of Board Roles and Responsibilities
Roles and Responsibilities
The above section gives a basic overview of the role of a governing Board. The following links give more information about the roles and responsibilities of Boards and Board members, including job descriptions for each of the common positions on a Board.
For-Profit
Board
Roles and Responsibilities (for-profit and nonprofit)
"System"
of Board Operations (one-page depiction of for-profit)
Board
Competence
Whom Do Public Companies Now Serve?
Five
Things Board Directors Should Be Thinking About
UK FSA Highlights Corporate Governance
Nonprofit
Governance and Board Development (nonprofit)
Fiduciary Responsibilities of Nonprofit Board
Members
How Much Should Nonprofit Board Be Involved in
Management?
Outline
of Board Roles and Responsibilities (nonprofit)
History
of Nonprofit Boards in the U.S. (nonprofit)
Eight
Basic Expectations a Chief Executive Has of His or Her Board
Good Governance in Meeting the Duties of Directors
of Charities and Not-for-Profits
What Exactly
IS the Board's Job?
Board
Leadership, Bold and Brave
Lessons for a Board President
Boards of All-Volunteer Organizations
Good Governance Practices for 501(c)(3) Organizations
Jean's definition of Nonprofit Governance
The role of Board Chairperson in a Nonprofit Organisation
Board Status for Staff Members
Questions From A New Executive Director/Founder
MD or CEO – which title suits the circumstances?
Guilty As Charged: Prove Your Board Supports Your Organization
How to align independent operations? – a dilemma
Job Descriptions
General Information
Board
and Staff Responsibilities
Job
Description Search Tool
Sample Job Descriptions (Officers and Lead Directors)
Sample
Job Descriptions (for Chair, Vice Chair, Secretary, Treasurer)
(for-profit and nonprofit)
Sample
Job Description
Board Chair /
President / Chairman (for-profit)
Board
Chair Sample Job Description (nonprofit)
What
is Job description of Board Chair? (nonprofit)
Board Chairperson -- Job Description
Selecting and Preparing a Chair-Elect
What Makes a Great Board Treasurer?
Board Secretary Responsible for Accuracy of Homeowners
Association Minutes (nonprofit)
The
Lead Director
How to Be a Good Lead Director
How
to Be a Good Lead Director
Overview: Board Operations and Systems
Recurring, Annual Operations
Boards meet their responsibilities usually by conducting certain
major activities at certain times of the year. Often, the bylaws
specify when certain activities will be conducted. Activities
include, for example, conducting regular Board meetings (every
month, two months, etc.), conducting the Board self-evaluation,
evaluating the chief executive, reviewing and updating Board and
personnel policies, conducting strategic planning, recruiting
new members, holding an annual meeting, reviewing and authorizing
the yearly budget, conducting fundraising (in the case of nonprofits),
etc. The following sample Board Operations Calendar lists typical
recurring activities of the Board and suggests the timing for
these activities.
Sample
Board Operations Calendar
Overall "System" of Board Operations
Below, in the links about systems, are handy one-page depictions of the various inputs to the operations of a Board, the Board processes that influence those inputs, and the various outputs from Board operations. This information gives a concise "snapshot" of the recurring activities -- the loop of activities -- in a Board. The links about where Boards "fit" are to one-page depictions that indicate the role of the Board in the overall planning, development, operations and evaluations in the organization.
For-Profit Boards
Depiction
of the system of a for-profit Board
Depiction
of where Board activities "fit" in for-profit organizations
Nonprofit Boards
Depiction
of the system of a nonprofit Board
Depiction
of where Board activities "fit" in nonprofit organizations
Articles, Bylaws, Resolutions, Policies
Articles of Incorporation
The articles of incorporation (or other forms of description, such as charters, constitutions, articles of association, etc.) are established when the organization files for incorporation with the appropriate state or provincial agency. A Board of Directors gets its authority from the articles. This governing document specifies, for example, its name, the purpose or mission of the organization, place of business, primary officers, etc.
In Canada, you can form a nonprofit corporation either at the provincial or federal levels, and you might be able to form under a variety of regulations, for example, a provincial Societies Act or Companies Act, or the federal Canada Corporations Act. In Canada, it is necessary to be incorporated in order to become a charity.
For-profit Organization
Sample
articles of incorporation form (the form depends on each state)
Sample Articles of Incorporation
Sample Articles of Incorporation for a Company
Corporation
Nonprofit Organization
Sample
Articles of Incorporation Form
Sample Articles of Incorporation
Corporate Bylaws (Board's internal specification of how the Board will be organized and operated)
Bylaws specify the Board's rules of internal operation, for example, number of members of the Board, length of the terms of membership, all of the officer positions, how meetings are conducted, etc. In some states in the USA and provinces in Canada, you have to have Bylaws to file for incorporation.
For-profit Organization
What are bylaws and why are they important?"
Sample
bylaws
Another
sample
Another sample
Nonprofit Organization
Sample
nonprofit bylaws
Another sample bylaws
Another
sample
Amending or Changing the Bylaws
Board Resolutions (single acts of approval for, eg, contracts, dues, etc.)
Articles, charters, constitutions, etc., and bylaws are ongoing
rules. A resolution is used by the Board to draw attention to
a single act or Board decision, for example, to approve or adopt
a change to a set of rules, new program, new contract, etc. Resolutions
are included in the minutes for the Board meeting. Here is a sample.
Sample
Board Resolution
Board Policies (Board's guidelines for how members will work together)
Board policies are guidelines for how the Board members can best work together, e.g., when they want to meet, how members should be on Committees, how they recruit and orient new members, how they manage for consistent meeting attendance, how the Board will work with the chief executive officer, how they will avoid conflict-of-interest, etc.
Board Policy Manuals and Miscellaneous
Typical Contents of Nonprofit Board Member's Manual
Maintaining Board and Organizational Confidentiality
Sample Board Policies
Sample Document Retention/Destruction Policy
Sample Whistleblower Policy
Board Attendance
Sample
Board Attendance Policy
Why Attendance Matters: Nonprofit Governance in a World of Busy Board Members
Sample
Board Attendance Policy
Conflict of Interest
NOTE: Many experts believe that the conflict-of-interest terms should be in the bylaws, rather than Board policies. Often, state statute (which takes precedence over bylaws) specifies terms to avoid conflict of interest.
What is a "conflict of interest?"
Sample
Conflict of Interest Policy
How
Do We Safeguard Against Conflict of Interest?
Conflict
of Interest
Conflict of Interest among board/committee members
Accountability, Legal, Lobbying, Ethics and Risk
There is more emphasis on Board accountability than ever before, especially because of growing public concern in the U.S. about large salaries paid to CEOs of large, publicly traded for-profits; numerous occasions of corruption in those types of organizations; and the "Enron" debacle where the public perceived that the Enron Board did not exercise due diligence in governing that corporation. At its most basic, accountability is having to report to a certain constituency (for example, to stockholders in the case of for-profits and to the public in the case of nonprofits) about what an organization is going to accomplish and also the status of achieving those accomplishments. Accountability is being responsible and accepting the consequences of the actions of the organization, whether those consequences are positive or negative. Progressive and socially responsible organizations take that definition of accountability even further and see themselves as being responsible to "stakeholders" -- to groups of citizens who have a direct or indirect interest in the operations and effects of the organization.
Accountability
Better Accountability: A Different Approach
for Reporting to the Membership
Governing for What Matters: A Model for Community-Driven
Governance
Nonprofit
Governance and Accountability
More Oversight Ensures Accountability
Q&A With Bill George: Corporate Leadership
Legal Considerations
Nonprofit
What are the Board Member's Legal Responsibilities?
Sarbanes-Oxley Act (USA legislation) and Implications for Nonprofits
Broadbent Report (Canadian Report)
For-Profit
Sarbanes-Oxley Act (for for-profits and nonprofits)
Overview
of legal considerations
Overview
of Liability Insurance (including Directors' and Officers' Insurance)
Is Our Corporation Complying With All the New
Laws and Regulations?
Legal Tips for New Directors - video link
Boardroom Liabilities: Shining a Spotlight on
Risk
More on "Dodd-Frank: What is the 'Sleeper'?"
UK Corporate Governance Code
Opening the Floodgates: The Dodd-Frank Whistleblower
Provisions' Impact on Corporate America
Whistleblowers: Change in the Playing Field?
Also see
Business
Law
Lobbying (Nonprofit)
Ethical Considerations
Resources for Writing a Code of Ethics
Five
Questions that Corporate Boards of Directors Should Ask (for-profit)
Guide
to Managing Ethics in the Workplace
Ethical Guidelines for Board Members of Not-for-Profit
Organizations
Fit
and Improper
Board Leadership and Corporate Social Responsibility
Ethics a Priority for Boards in Post-Crisis Era
Ethics and Compliance: What Fortune 500 Boards
Should do Now
Jean's Checklist -- Making Ethics Work
The Board's Role in Ensuring
an Ethical Corporate Culture
Also see
Business
Ethics
Insurance and Risk Management
How to Minimize Liabilities of Nonprofit Board
Members
A Primer on D&O Insurance
Why Purchase D&O Insurance?
Insurance
Considerations for Board Members
Risk Management Resources
Risk Management Topic in Free Management Library
Crisis
Management Topic in Free Management Library
D&O Liability Insurance: Right Coverage, Right
Time
Ten Ways Risk Oversight Can Fail
Audit Committees Monitor Control Functions, Risk
Committees Provide Oversight of a Strategic Function
What
Audit Committees Don't Know
Ten To-Do's for Audit Committees in 2011
Where were the auditors?
Is There a Crisis Management Plan Crisis?
How to Determine Whether to Insure Directors and Officers
What
works in Communicating Bad News to Management and the Board?
Are board members of an NPO personally liable
for the nonprofit's debts?
Guest
Contributor: A How-To on Crisis Management for Boards
A Fistful of Risks
Finding the Right Chief Risk Officer
Also see
Business
Insurance
Staffing (Size, Joining, Recruiting, Informing, Communicating, Rewarding, Removing)
One of the most important aspects of Board operations is Board staffing. Just like the careful staffing that is usually done with employees, Board members should be carefully selected, trained and evaluated, as well. In for-profits, Board members and leaders must appreciate the strong value that Boards can bring, rather than tolerating Boards as if they are some necessary evil to be avoided at all costs. In nonprofits, Board members and leaders should not approach recruitment and selection as if they are somehow lucky just to get Board members who will show up at Board meetings. Board members and leaders in those organizations must act as if they deserve a very dedicated and participative Board -- that attitude alone can make a huge difference in achieving highly effective Boards.
There are different perspectives on staffing. Some people believe that Boards should be staffed primarily with the expertise needed to establish and achieve current strategic goals (this is functional staffing). Others believe that staffing should also achieve a wide diversity of values and perspectives among members on the Board (diversification staffing). In nonprofits, members are also sought who have strong passion for the mission (passion-driven staffing). We're learning, though, that passion alone is not enough -- Board members also must have the time and energy to actively participate in the Board. Yet another perspective is to get members who represent the major constituents of the organization (representative staffing).
Ironically, many people perceive for-profit Boards as being more established and effective. Yet nonprofit Boards very often have highly involved members who take a very strong role in establishing strategic plans and in ensuring that those plans are achieved. Board members of for-profit and nonprofit organizations have much to learn from each other.
Board Size
The Determinants of Corporate Board Size and Composition:
An Empirical Analysis (for-profit)
Board size and corporate performance: evidence
from European countries
What is the Average Size for a Board?
What is the Best Size for Your Board?
How Big Should a Board Be and How Often Should
They Meet?
How
Many Members Should We Have?
Term Limits
Coming to Terms With Term Limits
What are the advantages and disadvantages of term
limits?
Board
Spills
The Drawbacks of Board Term Limits
Term Limits for Non-Profit Board Members
Composition of Board Members (Guidelines, CEO on Board, Independent Members, etc.)
General Guidelines for Determining Composition
Approaches/Philosophies to Staffing Nonprofit
Boards
How Should a Board Determine Competencies Needed
on the Board?
Sample
Board Recruitment Grid (nonprofit)
4
Actions to Weed Out Resume Builders on Your NGO Board
A Board Mystery: The Case of the Emeritus Director
Policy on Board Composition
Women in the Boardroom: A Global Perspective
Major
Donor on The Board
Board Gender Balance – a personal perspective
Some thoughts on board composition
Women on Boards and its rationale
Should CEO Be On the Board?
Making
Founder Permanent Board Member at Your Peril
Reports: Small Companies Like to Separate Chair/CEO
While Big Firms Go for Lead Directors
Divide and Conquer? Splitting the Roles of Chair
and CEO
Report: Keeping Former CEOs on Board Could Have
Repercussions
What About Independent Board Members?
Definition of Independent Board Members
Dark Side of Independent Board Members
Just What is an Independent Director Anyway?
Directors Get It: Shareholders Want Independent
Board Chair
Is
Director Independence So Important?
How You Find New Directors: "True Independence"
Under the Microscope
Boldly into the Breach – the Lead Independent Director
What About Diversity on the Board? Honorary Members?
How Can We Promote Diversity While Avoiding Tokenism?
Honorary
Board Members - The Truth and The Consequences
Board
Diversity Progress Measured by Calendar
Diversity
in the Boardroom
What About "Big Names" and "Deep Pockets" on Nonprofit Boards?
Should You Try Get "Big Names" and "Big Pockets" on Boards?
Joining a Board (potential new member's perspective)
Sample Board Application Form
What You Need to Know About Our Board
Making
the Transition from Manager to Director
Not Just a Resume Booster: Tips for evaluating
a nonprofit before joining the board of directors
Finding the Right Next Board to Join
A checklist for new or intending Nonprofit Board/Committee
members
Using a Board Seat as a Stepping Stone
Do Good, Sure, But Do It Right -- Nonprofit Board Service: a 'Head's Up' Checklist
Thinking About Joining a Board?
How to handle the do-it-all founder?
Recruiting Board Members
Recruiting for Board Members
Prospective Board Members Who
Are Not Ready!
Avoiding
Pitfalls in Recruiting Board Members
Guidelines
for Recruiting New Members
Sample
Board Recruitment Grid
Sample
Board Application Form
Guidelines
for Orienting New Members
Recruiting Board Members, Volunteers
and Participation
Board Diversity: Bigger Issue Than You Think
10 Stop Signs on the Road to Board Recruitment
Recruiting Your Organization's First Board
Recruiting for Board Members: Process? What Process?
Board
Recruitment: Whose job is it anyway?
Nonprofit
Board of Directors Guidelines
5
Strategies to Create Active Members on Your NGO Board
Study on Women Donors Presents Lessons for Board
Recruitment
Board Recruitment Demonstration Project
5
Ways To Ensure A Non-Profit Board Candidate A Good Choice
Creating a Board Application
Hosting a Board Recruitment Event
Board Recruitment: Getting the People You Want
NGO Board Member & Professional Volunteer Recruitment
Informing, Communicating With Board Members
How Do We Keep Members Informed?
Wikipedia on Board Manuals
Sample
Board Manual Index
Annual
Reports
The Board
Manual
Addressing Board Knowledge Gaps
Practical Tips for Presenting to the Board
Rewarding / Recognizing Board Members
The following link is useful for nonprofit Boards. For-profit Board members often are compensated monetarily (see the next section).
Rewarding
Volunteers (includes several other links)
52
Ways To Motivate Your Board Members
Removing Board Members
How Boards Deal with Lazy Directors
How Do I Remove a Board Member
How do we remove a Board member
How
do we remove a Board member?
Compensating Board Members
Members of for-profit Boards often are compensated monetarily, usually as a flat fee plus reimbursement for expenses. Often, the larger the organization and its revenues, the larger the compensation to the Board members. Members of nonprofit Boards usually are not compensated with a flat fee. They can be compensated as reimbursement for expenses.
In For-Profit (Corporate) Boards
Compensation
for Board Members
Compensation
for Board Members
Governance,
the Board and Compensation
Compensation Plans Provide Companies Chance to
Rebuild Trust
Comparing CEO Employment Contract Provisions
Selecting
an Executive Compensation Consultant Today Requires Compensation
Committees to Use a Wider Lens
In Nonprofit Boards
Are
Nonprofit Boards Asleep at the Wheel? (asserts members should
not be paid)
May a Member of a Nonprofit Board Be Paid?
How
Much Do I Get Paid to Be On This Nonprofit Board?
Board Remuneration – Creative Solutions
Orienting and Training Board Members
Orientation and Agenda
Board training conveys the knowledge and understanding needed in order to be effective as a member of any governing Board of Directors, for example, legal responsibilities. Board orientation is training about the organization-specific information in order to be effective particularly as a member of the organization's Board of Directors, for example, about where the Board meets, who's on the Board now, etc. Selection of training topics and training methods depend on the nature and needs of the organization. However, the following guidelines and sample training agenda might serve useful to the reader when designing their own training plan and methods.
Basic
Guidelines and Sample Agenda for Board Training Session
Outline
for New Board Member Orientation
Orientation
and Training of Board Members
Why Board Orientation?
(complete manual)
Board
Orientation vs. Training vs. Development
6
Important Items to Include in Board Orientation Packages
Appendix
to "6 Important Items to Include in Board Orientation Packages"
Ongoing Education
Ongoing
Board Education: Ensuring Board Members Have the Knowledge They
Need
Team Building (many resources listed there)
Board Committees, Task Forces, Advisory Groups and Work Plans
It's common for Board members to be organized into Committees. Some Board models, including the Policy Governance Model (a registered trademark of John Carver), minimize or avoid committees altogether. Some Committees are increasingly popular, including the Audit Committee and Compensation Committee in for-profits and the Board Development (or Board Governance) Committee in nonprofits.
Advisory Boards (or Advisory Committees or Advisory Groups) are increasingly common. They can be used as formalized means to get highly focused advice and recommendations about certain topics or even to attend to specific activities, such as researching an issue or overseeing the construction of a facility. Sometimes these groups are formed merely to "park" people who have served admirably on the governing Board or to associate "big names" with the organization. Frequently, these types of unfocused groups result in confusion and frustration for its members. For the organization to get the most value -- and for the members of the group to get the most satisfaction -- the advisory group should be almost as carefully planned, organized and monitored as the governing Board itself.
One way to organize, focus and activate Committees is by associating a work plan with each. A work plan usually includes specific goals, objectives and deadlines for achievement. Often those goals are aligned with goals in an overall strategic plan. In Board meetings, each Committee reports status on implementing its work plan.
This author realized years ago that the best way to keep good Board members is to make sure they have something to do -- and the best way to get rid of bad Board members is to make sure they have something to do. Implementation of work plans gives Board members something to do.
Board Committees and Work Plans
Description
of Typical Committees
Advantages and Disadvantages of Nonprofit Board
Committees
5 Workplace Committees to Form and Their Business Benefits
Committee Essentials
Sample
Committee Work Plan
Executive Committee -- Used and Abused
Sample
Executive Committee Charter
The Governance Committee
Governance Committee Sample Terms of Reference
Sample Governance Committee Charter
Make Good Use of the Treasurer & Finance Committee
Sample Finance Committee Charter
Board Finance Committee
Role of the Fundraising Committee
Audit Committees Monitor Control Functions, Risk
Committees Provide Oversight of a Strategic Function
Ten To-Do's for Audit Committees in 2011
External
Resources for Audit Committees
Setting Up an Audit Committee
What
Audit Committees Don't Know
Best Practices for Board Quality Committees
Should We Form a Board Committee?
Also see (below)
Developing Advisory Groups
Activating Committees and Board
Ideas
to Generate Participation
Effective Committees
Purpose of Committees
How to Ensure Board is Involved in Projects for
Change (for-profit)
How to Ensure Board is Involved in Projects for
Change (nonprofit)
Motivating Your Board
Advisory Groups
Guidelines
to Form an Advisory Board
How to Form a Nonprofit Advisory Board
Harness
the Power of An Advisory Board
Advisory
Board Meeting Agenda
Why
Advisory Boards are Often Useless
The
Non-Profit Advisory Board/Committee
What is an Advisory Board and Should We Have One?
Board Meetings, Retreats, AGM, Minutes, etc.
Members of the Board do their work, primarily in their Board meetings, including regular Board meetings, retreats for planning and other purposes, and in the Annual General Meeting (AGM) with constituents. Thus, these meetings should be carefully planned, facilitated and documented. Meetings can be highly participative with very focused deliberations that result in strong, strategic decisions -- decisions that are captured in meeting minutes and then closely monitored for implementation. Or, meetings can drag on with only some members participating -- participating in spotted discussions about whatever topic was first brought up in the meeting. It's often the most dedicated Board members who become frustrated with these unproductive Board meetings and soon leave the organization, leaving the rest of the members to continue this ineffective approach to Board governance.
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) specification of how each topic is to be addressed in that meeting (for example, to make a decision, assign further research, etc.), and 3) specific times to address each topic. Without that careful design and facilitation of the agenda, Board meetings too often result in prolonged confusion and frustration of members -- and overall ineffective governance of the organization.
Board Meeting Agenda and Minutes (and Decisions During Meetings)
Board Meetings refer to the regular meetings held by Board members during the year to conduct their regular Board operations.
Meeting Agenda
Sample
Meeting Agenda
What
is a Consent Agenda?
Meeting Management
Meeting Management (many resources listed there)
Strategic Questions That Nonprofit Board Members
Should Always Ask in Meetings
Managing Board Process and Information
What
is the Procedure for Handling Confidential Matters?
Helping the Decision-Impaired Board
Staff at Board Meetings
Passion
in the Board Room
Study
Reveals Directors' Board Participation, Performance Evaluation
Effective Board Meetings
Also see
Parliamentary Procedure for Meetings
Job Descriptions (especially the role
of the Board Chair, who facilitates Board meetings)
Meeting Minutes
Sample
Meeting Minutes
Should Movers and Seconders Be Recorded in Minutes?
Importance
of Board Minutes
What Not to Include in Your Nonprofit's Board
of Directors' Minutes
Meaningful
Minutes
Taking Minutes at a Meeting
Board Meeting Minutes - Part I
Board
Meeting Minutes - Part II
Parliamentary Procedure for Meetings
Parliamentary procedure is a set of guidelines and procedures for meetings to be conducted most effectively and efficiently, whether the meetings are regular Board meetings, retreats or the Annual General Meeting. Not all Board choose to use parliamentary procedure and many who do, choose to use a small subset of all of the guidelines and procedures available in the entire body of, e.g., Roberts Rules.
Jim
Slaughter's many resources
Roberts
Rules (the official site)
Rules Online
Trout's
Top Ten Rules of Order
Here's
a Procedure for Making Decisions
Board Retreats
Board members might use retreats for special occasions, such as planning, team building and trainings.
Best Practices For a Strategic Planning Retreat
Board Retreats - Part 1: Why Have One, Themes
and Planning
Board Retreats - Part 2: Working with a Facilitator
and a Planning Checklist
Board Retreats -- Part 3: An Sample Board Retreat
from Soup to Nuts
Annual General Meetings (AGMs)
The AGM is the annual meeting required by law in which Board members are elected and important information is conveyed to constituents, for example, to investors, funders, members and customers.
Annual
General Meetings (Wikipedia)
AGM (Annual General Meeting)
Annual
General Meeting
Boards At Their Best: How to Fix the Annual Meeting
Boards
At Their Best: The Annual Meeting as the Art of Romance
Annual General Meeting (AGM) and Annual Report
Checklists
Maximizing Board Attendance to Board Meetings
Sample
Board Attendance Policy
Online Meetings
State Laws for NPO Board Meetings by Teleconference
Facilitating
Online Meetings
Virtual
Teams
Using Technology to Improve Board Performance
Board Policy for E-mail Motion, Discussion and
Voting Procedures
Digital
Directors
Executive (In-Camera) Meeting
An executive meeting includes Board members only, that is, employees and staff members are not in attendance. These meetings might be held, for example, to determine the salary of the CEO or to address performance problems of the CEO.
Board and Employee/Staff Relations
The nature and extent of interactions between Board members and staff (employees) depends on the Board model used by the organization. Often, the model is not intentionally and explicitly chosen -- it's the result of how members ended up working together. Working (or hands-on) Boards often include members interacting with employees on a regular basis. In contrast, in policy Boards, Board members and employees often do not have strong interaction with each other; however, employees might attend Board meetings to give reports or participate in certain Board Committees. In any case, it's often wise for Boards and executives to specify the nature and extent of interaction expected between Board members and employees.
In addition, there are certain practices that ensure that Board members and employees have strong appreciation of each other's roles and can contribute to each other's accomplishments. Links in this section help Board members and employees to maximize their mutual understanding and contributions in the workplace.
Board and Staff Roles
Board
and Staff Responsibilities
How Much Should Nonprofit Board Be Involved in
Management?
Credible
Board Leadership
Board and CEO Role and Relations
Board's CEO Selection -- Getting it Right
How the Nonprofit Board and CEO Are in Strategic Relationship
Sustaining
High-Quality Relationship Between Chair and Chief Executive
Board Members
Seeking Staff Position
Staff at Board Meetings
10
Practices for Successful Board/CEO "Strategic Partnership"
- Part 1 of 2
How
Much Should Your Board Be Involved in Management?
What is Micromanagement and What Isn't?
"Managing" Your Board of Directors
Compensation Plans Provide Companies Chance to
Rebuild Trust
Comparing CEO Employment Contract Provisions
Communicating
Bad News - 7 Steps for CEO's
What
works in Communicating Bad News to Management and the Board?
Study
Reveals Directors' Board Participation, Performance Evaluation
Delegation of Authority from a Nonprofit Board
to the CEO
Where Should the Board Chair, the ED, the Staff
Sit?
The Effective Chair-CEO Relationship: Insights
from the Boardroom
Also see
Evaluating the Chief Executive Officer (CEO)
Board and Staff Relations
Board versus management conflicts
Building Trust Between Boards and Staff
Evaluating the Board and Members
One of the most powerful practices for Board members is to evaluate the quality of their Board operations. Many times, Board members do not know what they do not know about their own Board. For example, they might be terribly ineffective because they all have fallen into a rut in their operations -- and they have not even realized it. Or, they might have gotten side-tracked into attending to certain urgent matters (for example, the latest crisis reported by the Chief Executive Officer), and are ignoring very important matters (for example, strategic planning that would have avoided those crises altogether).
Board members who claim that they do not need evaluation and Board training are like obese people who claim that they do not need advice about eating because, after all, they are already experts at eating. Experienced and highly effective Board members have learned that it's critical to regularly conduct short, practical evaluations of the quality of their Board operations and then to attend to the results of those evaluations during the year. Evaluations need not take a long time -- many times, even 15 minutes a year from each Board member to complete a short questionnaire, followed by half an hour to discuss results, can be transformational for a Board.
Here are a variety of free Board self-evaluation tools. Aim to select a tool that asks at least as much about the actual occurrence of activities on your Board as about how members feel about the Board. It's good practice to have a small team of Board members review and select the best tool. It's often best if each Board member completes a tool on his/her own, rather than together in a group. Also, the best time to do a Board evaluation is now. Don't wait until new members have learned more about the Board -- that's like waiting until you feel fine before seeing the doctor. Keep in mind that Board members of nonprofits are volunteers and their time is often very limited, so pick a tool that Board members will even have enough time to complete.
Reasons to Do, How to Do
Evaluating the Board of Directors
Also see
Evaluating the Chief Executive Officer (CEO)
Sample Procedures
Board
Self-Evaluation
Checklist
to Evaluate Health of Board
Nathan Garber's checklist
Quick
Assessment of the Five Dysfunctions of Your Board
Board
Self-Assessment
Self
assessment tool from Texas Arts
Boy
Scouts Executive Board Self-Assessment Tool
Principles
for Good Governance and Ethical Practice
Iowa
Hospital Self-Assessment Guide
Four Stages and Four Challenges of Organizational
Development
Self
assessment tool from Massachusetts Arts Council
Individual Board Member Evaluation
Board Member Self-Evaluation
Board of Directors Self-Evaluation
Advanced Topics -- Board Models and Board Development
Board Models
As mentioned above, Board members often adopt a model or way of working together. Many times, the model is not intentionally or explicitly selected by Board members. They just ended up working together in the same way. There are several types of Board models and others are emerging; however, the research is not conclusive about which models are best to use and when. Perhaps the most valuable result for Board members from reading about models is first learning the many ways that members can work together and then by reflecting on their own Board operations.
Some New Nonprofit Board Models
Types
of Board Committees
Board Structure
Comparison
of Board Models
Carver
Governance Model (Policy Governance) (more on this topic below)
Governance Models
Governing for What Matters: A Model for Community-Driven
Governance
Is
a Working Board an "Immature" Board?
Some
Unique Nonprofit Board Models (Part 1 of 2)
Some Unique Nonprofit Board Models (Part 2 of 2)
Board Development (Types Issues, Approaches to Improve, Policy Governance)
It might help the reader to understand the concept of Board development by comparing it to Board orientation and Board training. Here's one interpretation. Board orientation is orienting Board members about the unique aspects of the organization, for example, its history, products and services, other Board members, etc. Board training is training members about the standard roles and responsibilities of members of any governing Board. In contrast, Board development is raising the quality of Board operations up another level, including, for example, by using a Board pre-assessment, Board orientation, Board training, coaching of Board members, and closing with a Board post-assessment to measure any improvement from the Board development. The following links provide a range of advice about improving the quality of Board operations. HOWEVER, reading guidelines about fixing Boards, without knowing the basic parts and best practices of Boards, is like reading about fixing a car, but without knowing the basic parts of a car. Therefore, the reader is strongly encouraged to at least scan through the list of topics in the table at the top this page before reading many of the links about struggling Boards and how to "fix" Boards.
Types of Struggling Boards and Board Issues
Some Types of Broken Nonprofit Boards
Four
Types of "Broken" Boards
Founder's
Syndrome: Who? Me?
Founder's
Syndrome: How Organizations Suffer -- and Can Recover (a manual)
Micro-Meddling
Boards Undermine Progress
Has
Your Organization Outgrown Its Board?
Dysfunctional Board or Council?
Why
Boards Micromanage and How to Get Them to Stop
What Directors Think: Best (and Worst) Boardroom
Memories
The
Costs of Intense Board Monitoring
Directors
With Drawbacks
How to bring about nationwide change? – a dilemma
How to start looking forward? – a dilemma
What a Healthy Board Looks Like
What Does a Healthy Board Look Like? (Nonprofit
and For-Profit)
A
Collective Vision (for the Board)
Make
Your Board Room an Oasis
Approaches to Improving Boards
Why Board Training and Team Building Alone Seldom
Fix Broken Boards
Board
Orientation vs. Training vs. Development
Here's
Some First Steps to Start "Fixing" a Broken Board
General Principles for Restoring Nonprofit Boards
The Cost of
Governance
Board's
Evolving Role: From Management to Governance
Nonprofit
Boards: On Saying No to Problem Board Members
Here
We Go Again: The Cyclical Nature of Board Behavior
Enhancing The Board's Monitoring Role
Good Governance and Crisis
Good Governance
Moving to Good Governance: Digging Into Organizational
Change
Governance
on Nonprofit Boards: Why is it so hard to accomplish?
How
to Improve a Board By Understanding the System of a Board
A Vote for Consensus
Dangerous
Ideas Made Safe
Top 10 Issues Facing Directors in 2010
The Nonprofit Board: You Get Out What You Put
In
Passion
in the Board Room
The
Bottom Line on Good Governance
Developing
a High Performing Nonprofit Board
Managing Fear about Nonprofit Board/Committee
Performance
Credible
Board Leadership
Sustainability and Boards
The Bottom Line on Good Governance
Focus
v. Fashion – Get Your Board OFF the Latest Fad
Reframing
Governance
Corporate Governance Adrift
Practical Tips for Boards in Times of Crisis
About Policy Governance
Policy-based Governance: If It's So Great, Why
Isn't Everyone Using It?
The Top Reasons to Use Policy Governance (copyright
of John Carver)
Policy Governance
in 2002
A Checklist
for Determining the Extent Policy Governance® is Being Used
by a Board
Desirable
Board Member Attributes Under Policy Governance®
Additional Online Resources
General Resources Focused on Boards of Nonprofits
Boardsource's
extensive FAQ about Boards
National Study of Good Governance Practices in
the Nonprofit and Voluntary Sector in Canada
Board Glossary
Jane Kendall's "What it takes to be a good
Board member"
Minnesota Council of Nonprofits "Principles
and Practices"
Help4Nonprofits
Nonprofit
Good Resource Guide
Nathan Garber
Great Grassroots Governance for Nonprofits and
Funders
Great Boards
General Resources Focused on Boards of For-Profits
Corporate
Governance Codes & Principles
Founder's
Syndrome -- How Corporations Suffer -- and Can Recover
Corporate
Library
Global Corporate
Governance Forum
International Corporate
Governance Network
Corporate
Governance Magazine
Twenty Five Years of Corporate Governance
Cut your losses or run with them? – a dilemma
How to explain corporate governance shortcomings
For the Category of Boards of Directors:
To round out your knowledge of this Library topic, you may
want to review some related topics, available from the link below.
Each of the related topics includes free, online resources.
Also, scan the Recommended Books listed below. They have been
selected for their relevance and highly practical nature.
Related Library Topics
Recommended Books
For-Profit ("Corporate") Boards of Directors
For-Profit ("Corporate") Boards of Directors
-
Field Guide to Leadership and Supervision in Business
- by Carter McNamara, published by Authenticity Consulting, LLC.
Provides step-by-step, highly practical guidelines to recruit, utilize and evaluate the best employees for your business.
Includes guidelines to effectively lead yourself (as Board member or employee),
other individuals, groups and organizations. Includes guidelines to avoid burnout -- a very common problem
among employees of small businesses. Many materials in this Library are
adapted from this book.
NOTE: This is one of the few books that's all about leadership AND how to effectively work with a corporate (for-profit) Board.
The following books are recommended because of their highly practical nature and often because they include a wide range of information about this Library topic. To get more information about each book, just click on the image of the book. Also, a "bubble" of information might be displayed. You can click on the title of the book in that bubble to get more information, too.
Nonprofit Boards of Directors
-
Field Guide to Developing, Operating and Restoring Your Nonprofit Board
- by Carter McNamara, published by Authenticity Consulting, LLC. Provides step-by-step, highly practical guidelines to organize, operate and sustain high-quality nonprofit Boards -- and to fix a broken Board! Includes variety of Board models you can choose from, roles and responsibilities, how to get the best members, how to train and organize them, goals for standard committees, ensuring high-quality meetings, evaluating Boards, how to evaluate and/or replace the Executive Director, and much more! Includes many sample Board policies you can download! Written by the developer of the Free Management Library. Many materials in this Library's topic about Boards are adapted from this book. 30-day, money-back, guarantee!
-
Field Guide to Leadership and Supervision With Nonprofit Staff
- by Carter McNamara, published by Authenticity Consulting, LLC.
Provides step-by-step, highly practical guidelines to recruit, utilize and evaluate the best staff members for your nonprofit.
Includes guidelines to effectively lead yourself (as Board member or staff member),
other individuals, groups and organizations. Includes guidelines to avoid burnout -- a very common problem
among nonprofit staff. Written by the developer of the Free Management Library.
Many materials in this Library are
adapted from this book.
This is one of the few books that's all about leadership AND how to effectively work with a nonprofit Board.
-
Field Guide to Consulting and Organizational Development With Nonprofits
- by Carter McNamara, published by Authenticity Consulting, LLC. Provides complete, step-by-step guidelines to identify complex issues in nonprofit organizations and successfully resolve each of them. This book is also helpful to organizations that are doing fine now, but want to evolve to the next level of performance. This is one of the truly comprehensive, yet practical, books about this complex subject! Includes online forms that can be downloaded. Written by the developer of the Free Management Library. Many materials in this Library's topic about guiding change are adapted from this comprehensive book. 30-day, money-back, guarantee!
-
Field Guide to Nonprofit Strategic Planning and Facilitation
- by Carter McNamara, published by Authenticity Consulting, LLC. Step-by-step guidelines to customize and facilitate planners to implement the best strategic planning process to suit the particular nature and needs of their nonprofit. This is one of the few books, if any, that explains how to actually facilitate planning. Includes many online forms that can be downloaded and used by planners. Written by the developer of the Free Management Library. Many materials in this Library's topic about strategic planning are adapted from this book. 30-day, money-back, guarantee!
