last updated August 31, 2003 The Board of Directors represents the highest governing body of the NGO. As the Management Assistance Program for Nonprofits (MAP) explains, the board is the group of people that is "legally charged with responsibility to govern a corporation." The Internet Nonprofit Center explains that "in a nonprofit organization, boards primarily govern and staff primarily manages." Although "the distinction between management and governance is not absolute," boards should generally "provide[] counsel to management and should not get involved in the day-to-day affairs of the organization."
A strong, vital board can significantly enhance an organization's legitimacy, relationship with the public and the media, and fundraising activities. While the members of the board might be either appointed or elected, they generally serve in a volunteer capacity and, other than reimbursement for expenditures directly related to board activities, do not receive material compensation for their services. Members of the board are often members of the community who have worked on issues connected to the organization's mission.
Although the length of a board member's term and the size of the board may vary widely from organization to organization, it is generally recommended that individual board member terms do not exceed three years. To promote institutional renewal, organizations often require a board member to wait one year before becoming eligible for reelection to the board or for reappointment after fulfillment of the permitted consecutive terms; in addition, some organization stagger board member terms. The appropriate number of members must be determined based on the size and the mission of the NGO.
The board of directors has a diverse array of responsibilities. The board's decisions establish the structure, the actions and the future of the organization. Broadly stated, its responsibilities generally include:
determining the organization's mission and purpose, selecting and supporting the chief executive, reviewing the executive's performance, planning for the future, approving and monitoring the organization's programs and services, providing sound financial management, enlisting financial resources, advancing the organization's public image, and strengthening the board's own effectiveness as a governing body.
From Nancy R. Axelrod, Board Leadership and Board Development, in The Jossey-Bass Handbook of Nonprofit Leadership and Management 119, 135 (1994).
The board's specific responsibilities can include approving the organization's mission, amending the organization's basic documents, approving budgets and other financial statements, and deciding on organizational changes such as merger, division, and termination. The board also names the chief executive officer and evaluates his or her performance.
Each member of the board should have his or her own responsibilities, clearly stated by the organization's internal regulations. It can be helpful to provide each board member with a board manual that describes the role of a board member and sets out the meeting times. Often, boards rely on a committee system, in which each member serves on one or more committees according to his or her area of expertise. The Board Source provides a description of a committee system with a list of often-established standing committees.
The Connecticut Nonprofit Information Network describes some of the things that should be done at the first board meeting, including approving the organization's governing documents, electing officers and directors, authorizing the establishment of necessary financial structures, and designating chairpersons and members of committees.
In her article, Access, Accountability and Advocacy: The Future of Nonprofit Governance is Now (2000), Marilyn Wyatt describes the dimensions of the board's role, and some of the tremendous benefits that can accompany board involvement. For example, Wyatt notes that getting the board involved in promoting the organization within the community can be key to successfully building community support.
Additional information about boards of directors can be obtained through the Minnesota Council of Nonprofits, the Internet Nonprofit Center, and the Free Complete Toolkit for Boards. |