Center for Nonprofit SuccessBoard Development 101:How to Build a Strong and Healthy

Board of DirectorsJune 15, 2011

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Getting Your Board Back on TrackWhy People Join Nonprofit Boards

• To use their professional knowledge, talents and skills

• To develop new knowledge and skills• To help an organization, program or cause• To contribute to social change and be involved in

purposeful work • To gain recognition and add a title to their resume• To build their professional network

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Getting Your Board Back on TrackWhat Can Go Wrong?

• Leadership forgets that board members are volunteers

• Board members and/or staff are not acknowledged• Board members are not given leadership

opportunities• Leadership does not involve board members and/or

staff in the decision making process• Board communication is only through e-mail• Board recognition and networking opportunities are

not a priority3

Getting Your Board Back on TrackRevisiting the Basics on Roles and Responsibilities

Boards must:• Have effective policies and procedures • Clearly define decision making authority and

responsibility• Demonstrate efficient planning and time managemnt

processes• Create opportunities to connect with the mission• Make board development a priority • Separate the roles of governance and support

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Why is Board Design Important?

• Supports a formal process for recruitment of members• Builds consensus about definition and role of Board

(working/governing/advisory)• Creates a committee structure• Supports process/protocols/procedures which drive

activity• Provides clarity for board terms/rotation of Board

membership• Defines number of board members required to drive

optimum performance

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Purpose of Board Design

• To align Board member expertise with strategic imperatives

• To provide diversity in age, ethnic representation and board experience

• To provide diverse professional skills and experience among board members

• To enable relationship building among network colleagues and professional community

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Lack of Defined Roles and Responsibilities

May Result In:• Limited expectations• Lack of initiative• Lack of drive to exceed fundraising targets• Lack of clarity around the mission and

misunderstanding of goals of key events/programs

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Structuring your board: Qualities/Experience/Expertise

• Valuable Qualities/Experience for All Board Members: • •Business/Management • •Governance experience• •Networked/Socially Connected• •Personal engagement ownership • •Commitment to the mission • •Passion for growing the business• •Comfort in fundraising role • •Professional maturity

• Functional Expertise Needed for Individual Board Members:

• Financial/Accounting• Public Relations/Marketing • Fundraising/donor cultivation• Strategic Planning • Legal • Entrepreneurial

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Sample Board Structure

Board ChairBoard Chair Executive Director

Executive Committee

Advisory BoardAdvisory Board

CommitteeCommittee

Board of DirectorsBoard of Directors

CommitteeCommitteeCommitteeCommittee

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Structuring your Board: Position Profiles

Officers and Board Member: • Board Chair• Vice Chair• Treasurer• Secretary• Board Member

Committee Chairs and Members: • Governance Committee Chair / Governance Committee Member• Marketing and Communications Committee Chair / Committee

Member• Income Development Committee Chair / Income Development

Committee Member• Finance/Audit Committee Member• Recruitment Committee Chair / Recruitment Committee Member

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Sample Committee Responsibilities

Recruitment Committee Manages:

1. New board member orientation• Create board member binder containing: By-Laws, position

profiles and committee descriptions• Assign new board members to a committee and a mentor• On-board new board members

2. Board performance evaluation process • Identify metrics for measurement of progress against goals• Develop additional criteria for board evaluation• List areas for improvement for the following year• Conduct annual board performance evaluation

3. Board member engagement• Maintain documents in Board Member binder • Follow up with board members for feedback following evaluation• Continue to seek opportunities to recruit new board members

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Making the Most of the Board-Executive Relationship

Successful Boards:

• Do not rely only on the Chief Executive to provide all information with which to make decisions, i.e., they use unbiased sources of information, such as external financial auditors, program evaluators, and independent management evaluators.

• Have a governance partnership between Board Chair and Chief Executive to enable optimal performance and mission impact 

• Make governance an explicit part of meetings. Board agendas are clearly marked “governance items,” and “supporting items.”

o The governance role involves assessing the executive’s performance, reviewing and authorizing plans and commitments, ensuring compliance with legal and contract requirements, and evaluating the organization’s work.

o The support role is to raise money, bring clout to the organization, provide special skills, such as law or accounting, and act as ambassadors to the community.

o Both of these board roles are distinguished from that of management, which is the province of the Chief Executive.

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Successful Boards (Cont’d)

• Have Board chairs that encourage dissent, debate, and questions. When someone raises an objection or concern, or votes against the majority, he/she makes a point of expressing appreciation for the seriousness and courage to make the point

• Are comprised of key directors who lead functional committees that set their own goals and are accountable for accomplishing those goals

• Are focused on strategic direction and their actions drive innovation and resilience to market conditions

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Successful Boards (Cont’d)

• Provide and communicate clearly defined Board member expectations before members join (e.g., performance assessments, fundraising)

• Require new board member orientation and on-going training to build capabilities and keep pace with market changes (e.g., legal/compliance, social media)

• Provide training for the board in fundraising and donor cultivation

• Demonstrate a passion for growing the business

• Make board work personally rewarding and fun!

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