Are you ensuring you have the right board on board?

For a nonprofit organization, the board of directors has the ultimate responsibility to lead the organization to fulfill its mission.  So, it is vital that the board of directors is positioned to fulfill their role to lead the nonprofit organization.

As nonprofit professionals, we play an integral role in the development of the board of directors.  Because of this, it is important for nonprofit professionals to understand the duties of the board of directors and strategies to develop a strong board of directors.

There are three legal duties for board members in nonprofit organizations:

Duty of Care:  Directors and officers must perform their responsibilities in good faith and with the same care an ordinary person would use in managing his/her own affairs.

Duty of Loyalty:  Directors and officers must act in good faith and in a manner which does not harm the organization to the benefit of the director or officer.  Directors and officers must avoid any conflicts of interest or appearances of impropriety.

Duty of Obedience: Directors and officers must comply with the provisions of the articles of incorporation, bylaws, and state laws, and should safeguard the organization’s mission.

Beyond understanding these three legal duties, it is vital for nonprofit organizations to develop a board of directors that is positioned to carry out these legal duties and contribute to making the organization’s mission a reality.

Here are three strategies nonprofit professionals can use to ensure their nonprofit organization has the right board members on board to fulfill the board’s leadership role within the organization:

  1. Driven by Mission: Yes, mission matters.  Recruit board members that are passionate about your organization’s mission statement. Look for individuals who have taken a keen interest in volunteering at your organization or have shown a financial investment in your organization.  Individuals driven to further the organization’s mission often carry their passion into their board leadership role.
  2. Term Limits:  Eliminate the opportunity for perpetual board members.  By enforcing term limits and restricting board member terms, your organization is able to continually bring new board members and new ideas into your organization.  Check out this complete Q&A list for nonprofit practitioners regarding term limits, compiled by Board Source.
  3. Board Diversity:  Look to secure a diverse board of directors.  Diversity goes beyond race, gender and age, but also includes diversity of professional careers, geographic locations and experience with the organization.  Try using a board matrix to see what gaps you currently have in your board membership and search to fill gaps that exist.  For an example of a board matrix, check out this board matrix example from the Council of Nonprofits.

By ensuring you have a strong board of directors, you are empowering and equipping the board of directors to fulfill their leadership role in the organization.  Having the right board on board strengthens the organization and will lead to great success in fulfilling the organization’s mission.

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About Dr. Sarah Wolin Mackey

Putting theory into practice at nonprofit organizations.
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9 Responses to Are you ensuring you have the right board on board?

  1. Ron Wormser says:

    Most nonprofits already have ‘term limits’ when board members are elected for a specified period of time, e.g. two or three years, and cannot continue to serve unless re-elected.

    Limiting board members to a number of terms is the weak-kneed crutch for failing to (a) be clear about expectations of board members before they are elected and (b) conducting organized evaluations of board member during and at the end of their elected term.

    Underperforming board members should be afforded a reasonable opportunity to prove their worth.

    Board members who are unable, or unwilling, to prove their worth should not be re-elected.

    In other words: continued service should be based on the value of the board member’s contribution to the organization, not on the length of time in office.

    If a crutch is needed to get rid of underperforming board members, then there’s a problem which goes beyond the individual board member. Term limits are a sign of underlying governance problems not a solution to how to weed out the deadwood.

    • Ron,
      Thanks for sharing your thoughts. I agree that term limits are not necessarily a way to eliminate underperforming board members, rather, that by having board term limits, the organization has the opportunity to bring new individuals with ideas and passion into the organization. Although I didn’t share it on this blog teaser (only on the full GoodWorksConnect blog post), I invite you to check out this resource from BoardSource on FAQs regarding board term limits, both the advantages and disadvantages: http://www.boardsource.org/Knowledge.asp?ID=3.1240
      From my experience as a practitioner, I believe the benefits outlined by BoardSource do outweigh the disadvantages.
      Sarah

      • Ron Wormser says:

        Sarah: I’d seen the BoardSource material.
        When I compare the theory of term limits with my 40 years’ experience working closely with boards as a member of management, what strikes me about the theory is that it bears little relationship to the realities I’ve observed where I’ve worked and where I’ve consulted.
        Truth is, most if not all of the benefits ascribed to term limits are attainable by a well-conceived and executed system such as I described earlier. And, having term limits – absent other factors – is no guarantee the benefits will be attained and the pitfalls avoided.

  2. Sarah,

    It seems to me term limits for a non-profit board member might be a negative as well as a positive. Since non-profits need “missionaries”, if you have one on the board you don’t necessarily want to be in a position of losing them.

    • David –
      I agree that can be a challenge. One thing we have done at organizations I’ve been involved with, is when a board member has reached their term limit, they take a year off the board, but remain active on committees or other volunteer capacities. Then, after a year off of the board, they can join the board again. It is a great way to enable “missionaries” to remain involved with the organization and re-engage with the board, yet still enable the organization to realize the benefits of board term limits.
      Sarah

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