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The Nonprofit FAQ: Board of Directors

Select an FAQ   (64):

'What to Do Until the Lawyer Comes'
That's the subtitle of the online handbook by James D. DeWitt which is available online. It gives a broad introduction to legal issues addressed to leadership volunteers of nonprofits.
Are Board members personally liable? Do we need D & O Insurance?
There are national organizations that offer answers to questions like this one.
Are board officers the same as corporate officers
Not necessarily. And in fact is some cases it is important to keep the distinction clear.
Bad bylaws lead to conflict. What next?
A consultant outlines a strategy for a member to press for resolution of a sharp conflict among board members.
Board Basics
Some first principles about the board of directors and pointers to other information on the subject.
Can a Board Meet by Conference Call or Online?
Laws vary from state to state. Some references to discussions of the several related issues.
Can a nonprofit make loans to officers or directors?
Some state laws forbid it. Avoiding 'intermediate sanctions' will require some care in any case.
Can a single board member wield too much power?
They can, and it's delicate to deal with the problem, but not necessarily evidence of corruption.
Can attorneys serve on boards?
Of course they can. But there are things to think about that don't apply to board members in other professions.
Can more than one member of a family serve on a single nonprofit board?
Laws vary. California is often cited as a model.
Can nonprofits use proxies when voting?
It's a complicated question. Some guidance may be found in state nonprofit corporation law.
Can one nonprofit create another?
Sure. The new organization can either be completely independent or remain connected after it starts operating.
Can there be a separate board dedicated to fund raising?
In some situations, a group that does nothing but fund raising may be a very useful approach.
Do board meetings or documents have to be public?
If there are any external rules about this, they will be found in state law or funding requirements.
Do boards ever fire executive directors? If so...how?
Sometimes there is a need to do so. Sometimes there is avoidable bad feeling. Here are two views on this difficult theme.
Does an NPO really need a Treasurer?
In a volunteer-based organization, the treasurer may actually keep the books. In larger organizations, the responsibilities of the role change.
Don't Board lists have to be made public?
Board lists are often included in reports to state and federal agencies. It is unlikely the organization must provide the list separately to an individual.
General considerations when planning an audit
The word 'audit' is used in lots of ways. This article focuses on issues and resources for a financial audit by an accountant or CPA.
Help with Parliamentary Procedure
Pointers to some useful tips and resource.
How can staff use email for board and committee relations
Incorporating email into in-house communications strategies has many advantages, a veteran fundraiser wrote in this 'FAQ classic.' Caution is needed about using email for board business.
How do we add a new board member?
Here are suggestions and links to forms to recruit and orient new board members.
How do we change our mission statement?
You need a careful and inclusive process.
How Do We Evaluate the Board of Directors?
The Minnesota Council of Nonprofits suggests it be done annually, and offers some criteria. More information is added from the Free Management Library.
How do we evaluate the Executive Director?
Suggestions from the Minnesota Council of Nonprofits and an author.
How do we have effective meetings (staff or board)?
Guidelines for planning, conducting and evaluating meetings. Includes ice breakers and various types of groups and facilitation. Advice on how to have successful board meetings.
How do we hire a new or replacement Chief Executive Officer?
The Free Management Library offers guidelines for hiring a chief executive officer for the first time or as a replacement.
How do we remove a board member?
Removing an unwanted board member can sometimes be messy. Here are some guidelines for removing a member from the board.
How do you develop board committees?
Committees should have clear purpose, active membership, meet regularly and have representation on the board as a whole.
How should the board and the executive director relate?
Keeping this relationship clear and productive is one of the biggest challenges facing nonprofits. There are many views on how to do that well. This item is adapted from the Minnesota Council of Nonprofits' online library.
How should the board handle something confidential?
An 'executive session' of the board can be convened when necessary. Follow these steps to be sure it's done right.
Is a Board Necessary?
Many factors affect the answer to the question. Being incorporated is probably a good idea; corporations usually have boards.
Is it common practice for board members to be compensated?
In a word, no.
Is there a difference between 'directors' and 'trustees'?
The terms have specific meanings, but in fact are often used more or less interchangeably.
Online Publications for and about Boards
Free services that explore the challenges and rewards of serving on nonprofit boards.
Policies for Financial Accountability
Here is a sample of a detailed list of policies governing how the board of a larger nonprofit might deal with financial oversight and controls.
Should an executive director be a member of the board?
Consider the drawbacks as well as the advantages.
Should boards of directors have term limits?
Bringing on members is good. Encouraging nonperformers to leave is good too. But term limits may be too blunt an instrument.
Should directors co-sign a loan to the organization?
Maybe. There are both practical and ethical issues to think about.
Should Staff Attend Board Meetings?
Strong statements of competing views.
Should the executive director be a consultant?
There are organizational and regulatory reasons to be cautious about such arrangements.
What are board policies?
Board policies are members' guidelines for working together. The Free Management Library offers several on-line samples and links to policy manuals.
What are good jobs to keep board members involved?
Several experienced leaders offer guidance based on committee work.
What are job descriptions for nonprofit board members?
Suggestions for duties and responsibilities for board members and officers.
What are some typical board committees?
Committees are used for many types of activities. Some committees are 'standing committees' which are ongoing, and some are 'ad hoc' that exist to achieve a certain goal.
What are some ways to strengthen the leadership role of the board?
Boards must both govern and support. Advice and suggestions on how to balance these responsibilities from the Support Center of San Francisco.
What are the key duties of the board?
The National Center for Nonprofit Board's 'Ten Basic Responsibilities' and some references to other materials
What do you actually get in an audit?
This page from the Canadian firm AssociationXpertise explains: http://www.axi.ca/tca/Sep2002/tca04d.htm
What goes in a conflict-of-interest policy?
Here are some examples including one from the IRS.
What information should board members have?
Here's a suggestion (from Board Café) for what written documents the board should have. Some of this same information should be presented and discussed at board meetings.
What Information Should Board Prospects Receive?
Enough to help them understand the organization and be sure of a 'fit' between their interests and the mission. Plus (and this is the tough part), enough to support due diligence about the organization's work.
What is 'Founder's Syndrome'? Do we have it? How do we recover?
'Founder's Syndrome' occurs when a nonprofit is shaped by a strong founder and loses track of a more general mission. Transitions can be difficult when the founder moves on, even with good intentions on all sides.
What is a Governance Committee?
Some boards create a committee to work on challenges about the board's own work. An expert explains how they work.
What is an advisory committee? How do we organize one?
An advisory board or committee can be a very useful asset to board and staff. There's a difference between a board of directors and an advisory board.
What is an Executive Committee?
This term usually refers to a smaller group of board members that has been delegated specific powers to act in certain circumstances on behalf of the full board.
What is included in the board manual?
Each board member gets a manual about how the board operates, including its structure, policies, the nonprofit's charter documents, etc.
What is the role of the executive director?
The executive director is the person appointed by the Board of Directors to provide leadership toward the achievement of the organization's mission and strategic goals.
What Is the Sarbanes-Oxley Act and Why Should Nonprofits Care?
Enacted in the wake of corporate scandals, 'SOX' sets new standards of accountability and board behavior. Strictly speaking, most apply only to publicly-traded corporations, but there's more to it than that.
What should the board be doing? How about staff?
The Free Management Library provides a concise comparison of the responsibilities of board and staff.
What to do when the board gets too involved?
Some sensible rules to guide board members in choosing the right course.
What's the purpose of board committees?
Board committees provide organized, focused means for members to achieve goals and address issues.
Where can I find research reports about boards?
The Midwest Center for Nonprofit Leadership maintains an annotated bibliography of reports on boards.
Where will I find leaders for my nonprofit?
An essay titled "The Leadership Deficit" from Bridgespan.org discusses how the need for 640,000 new leaders over the next decade will shape the future of the nonprofit sector.
Who should see board minutes?
Organizations need to consider carefully how and when discussions and decisions of the board should be accessible to others.
Yale case studies in volunteer governance?
Short reports on board leadership available in a book and by mail.