Welcome to the Board! - University of Missouri

a) Adopt and follow policies that ensure all resources are used appropriately;
b) Plan and establish a budget to allocate financial resources to the
programs and activities that will accomplish the organization's mission, vision, and goals (e.g., a strategic plan);
Welcome
to the
BOARD!
By David Renz, Director
The Midwest Center for Nonprofit Leadership • University of Missouri – Kansas City
Congratulations!! You just received word that you were elected
to the governing board of The Lonely Weasel, the nonprofit
organization that was created to ensure that all small creatures
in the U.S. receive the humane treatment they deserve. You are
delighted, of course – you’ve long appreciated the work this
organization does in Kansas City! And then, as you start to
think about what lies ahead, you realize that you really are not
sure just what it is that you will be expected to do as a member
of the governing board. What is the work of a board member?
It helps to realize that there is no single way that all nonprofit
boards operate. There are fundamental roles and responsibilities, but the truth is that there is a huge amount of variation
among nonprofit boards and how they operate. Therefore,
once you have some clarity on the legal and operational basics,
you need to connect with the leaders of your new board to
learn more. In fact, they already should have been in touch
with you to explain all of this – but we know that many nonprofits could do more to help their new board members
become active, contributing members of the board. You may
need to give them a “nudge!”
The Legal Basics
interest of the organization. In other words, you will be loyal. This also
In the US, the governing board of directors of a nonprofit has the ultimate
means you will not participate in board discussions and decisions in
responsibility and accountability for the conduct and performance of the
which you as an individual have a conflict of interest (in other words,
organization. The actual work of the organization may be done by exec-
when your personal interests conflict with the organization’s interests).
utives, staff, and volunteers, but you cannot delegate your responsibility
Duty of Obedience: When you join a board, you agree that all of
as a board. When all is said and done, you and your board colleagues col-
your decisions will honor and be consistent with your agency’s mission,
lectively are responsible for all that is done in the name of the organi-
bylaws, and policies, as well as honoring the terms of any and all rele-
zation. In a legal sense, you and your board colleagues have three
vant laws, rules, and regulations.
fundamental duties:
The point of all of this, of course, is to do your best to do what is right
Duty of Care: When you join a board, you agree (whether you know
for the organization and those it exists to serve. Good intentions are
it or not) to exhibit care in your work as a member. This means that you
great, but ultimately it’s what you do and how you do it that are going
will prepare for and actively participate in the meetings of the board,
to help your agency make a difference.
and you will exercise the kind of judgment that any reasonable and prudent person would exercise when making decisions important to them.
The law recognizes and accepts that you may not always make the right
decisions, but you are expected to do your best to be attentive, diligent,
and thoughtful in all aspects of your decision making.
Duty of Loyalty: When you join a board, you agree to do your best
to act in good faith to make decisions and choices that are in the best
Fiduciary Responsibility
Boards and board members often are reminded that they have a "fiduciary responsibility." At its core, "fiduciary responsibility" is the responsibility to treat the resources of the organization as a trust. In other
words, you will take care that all resources are used in a reasonable and
appropriate manner. What this means, in practical terms, is that your
board will:
c) Develop and implement a system for monitoring and holding staff
and volunteers accountable for their performance with regard to
plans, policies, and budgets;
d) Develop and use a system to monitor, assess, and report on the
financial condition and performance of the organization; and
e) Implement an independent external review process (such as an
audit) to assess the organization's fiscal condition and health and
the effectiveness of your agency’s financial systems and policies.
The Legal Roles and Responsibilities of the
Member of a Typical Nonprofit Board
Your legal responsibilities as a board member flow directly from the
responsibilities of the board as a whole. You, individually, are to honor
the same three fiduciary duties: care, loyalty, and obedience. You do not
have to be a super-person to do this. It just requires active and informed
preparation and participation, including raising questions that reasonably would be raised by any prudent person. Of course, a board member
who does not manage to attend meetings or participate in board business cannot meet these standards – you must first “show up!” At best,
inactive board members are not helping the organization; at worst, they
are endangering the success of the organization and the interests of the
people it serves. Such members can end up risking personal liability and
even sanctions. It is every board member's responsibility to do their best
to help ensure that the board as a whole is performing its legal responsibilities.
Beyond the Legal
When you join the board of an organization, you deserve to know just
what they expect of you. Obviously, you will need to honor your legal
responsibilities. But the roles and responsibilities of the individual board
member go beyond mere legal compliance. Therefore every board should
communicate (best is in writing) its own set of member expectations that
explains the needs and interests of the organization and what it needs
and expects from its board and members. The following are among the
most typical of responsibilities or expectations:
• Participate actively:
Attend meetings of the board.
Serve on board committees or task forces.
Prepare in advance for meetings and other key board activities.
Be a loyal yet independent thinker in your decision making.
Attend special events and other key organizational activities.
• Be knowledgeable and ensure that you understand:
The mission, vision, strategic direction, and programs of the
organization.
The bylaws and policies that guide the work of the board.
The board’s expectations of you as an individual member.
• Do your homework to ensure that you are appropriately
informed about:
Issues and matters that will be the subject of board deliberation
or decision making.
Important issues likely to have an impact on the success of the
agency.
• Provide active support for the fund raising activities of the
organization, including:
Making a regular personal financial contribution (at a significant
level, according to your capacity); and
Assisting the organization in connecting with others who can
help with funding the organization.
• Serve as an ambassador and advocate on behalf of the
organization.
• Provide encouragement and active support for the work of
the staff and volunteers.
• Serve with honor and integrity:
Help enhance the image and credibility of the organization
through your work.
Hold the content of board deliberations in confidence and honor
and actively support all board decisions once they are made.
Avoid actual and perceived conflicts of interest, to the greatest
degree possible.
Exhibit the highest of ethical standards in all of your board work.
• Support and actively contribute to the board’s efforts to work
effectively as a team:
Play an active and constructive role in helping the board do its
work, embracing the challenges and opportunities of board work
with a positive attitude and energy.
Bring a sense of perspective and humor to the work of the
board.
Provide support to fellow board members, and take time to celebrate the successes and accomplishments of the organization
and the board.
A strong board is essential to nonprofit organization effectiveness, and
boards that do their work well make a pivotal difference in the success
of their organizations. When knowledgeable and motivated volunteers
invest the time to serve on boards, we all benefit. And serving as a
member of a nonprofit’s board of directors can be one of the most
influential and enjoyable roles that any volunteer can play; the
rewards of effective service accrue both to you as a volunteer and our
community. Thank you for your service!
More information and resources for boards and their members are
available at the web site of the Midwest Center for Nonprofit
Leadership: www.mcnl.org.