Giving 2.0™ Guide: Nonprofit Board Service
Overview
All nonprofits need a board of directors for legal, ethical, operational and practical reasons. Whereas for-profits only require a board if they are publicly traded, all nonprofits, regardless of size, must have a board to assume fiduciary responsibilities. A nonprofit board made up of competent and dedicated individuals signals to stakeholders and the public that the nonprofit is in good hands. Boards also play a critical role in shaping organizational identity, ensuring sound financial management, overseeing and assessing the work of the organization and replacing leadership when necessary. Although the specific goals of a board may differ, based on the mission and lifecycle stage of the organization, all boards share a common purpose.
“Recent studies show that nonprofit board service helps positively impact board members' behaviors, productivity and workplace effectiveness, as well as increase appreciation of diversity, build empathy and deepen understanding of difference among members. In fact, nonprofit board members have been found to listen more carefully, create more inclusive teams and make more inclusive hiring and promotion decisions—contributing to greater outcomes for both the nonprofits they support and the nonprofits they lead in their professional lives.”
-Laura Arrillaga-Andreessen, Stanford GSBGEN 381, 2019
Board Member Responsibilities
All board members have three key fiduciary responsibilities:
Duty of Care
Board members have a legal responsibility to exercise best judgment when actively participating in or advising a nonprofit's activities, decision-making and operations.
Duty of Loyalty
To avoid conflicts of interest, board members must put the interests of the nonprofit before their personal and professional interests when making decisions.
Duty of Obedience
Board members bear the legal responsibility of ensuring that the nonprofit adheres to its mission and complies with applicable federal, state and local laws.
Board members can assume additional responsibilities by serving in the role of president/chair, secretary or treasurer of the board:
Board President/Chair—The chair generally presides at all meetings of the board and the executive committee, and acts as liaison between the board and the executive director to help ensure the board’s directives and resolutions are carried out effectively. The chair, often with the help of the board’s executive committee, typically leads an annual performance review of the executive director, collaborates with the board to determine the organization’s goals, and may also partner with the executive director to fundraise and publicly promote the nonprofit.
Secretary—The nonprofit’s bylaws govern the responsibilities of the secretary. Typically, the secretary ensures effective communication between individual board members and between the board and management. The secretary also maintains records, schedules meetings for the board and its committees and records the minutes of the meetings.
Treasurer—The treasurer is responsible for financial management and oversight of the nonprofit, assisting in or reviewing the annual budget, maintaining a record and understanding of the nonprofit’s financial reports and communicating financial information to other members of the board.
Board members can also join or lead committees.
Boards may form committees to address specific organizational issues, such as development, finance, communications, technology, governance and/or evaluation. These committees often meet more frequently than the full board, and some committee heads (finance and governance) typically serve on the executive committee. Typically, committees are most effective when their scope of work is clearly defined by the board.
Functions of Boards
Boards vary in size, utility, role and function. The functions and goals of a board may depend on the lifecycle stage and needs of a nonprofit. A board’s primary purpose may evolve over time as the nonprofit’s needs change. This information is not usually stated publicly, and may only be made available through conversations with the board chair/president and board members. Conducting appropriate due diligence before joining a board can help ensure alignment between an individual’s skills, expertise and interests and the needs of a particular board.
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A nonprofit may organize a board to primarily focus on utilizing the financial and network capital of its members to provide or solicit funding on behalf of the nonprofit. Fundraising boards typically spend their meetings hearing reports from a nonprofit’s leadership team and discussing ways to expand and/or pursue development opportunities.
For example, an arts institution—museum, symphony, opera—may build a board that includes wealthy donors, C-suite executives from corporations with an arts funding focus and/or collectors who may donate works of art, historical artifacts or other collectables to the institution.
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Some boards may leverage the professional experience of their members (or specific members) to advise and inform a particular C-suite executive or team within a nonprofit. In some cases, nonprofits may develop a separate advisory board or boards, in addition to its legal board of directors. An advisory board does not exercise any official decision-making power, but serves a specific purpose, such as cultivating future board members, providing expertise or providing credibility.
A nonprofit that focuses on the well-being of children, for example, may build a separate policy advisory board that consists of child-advocacy experts to inform its activities.
A nonprofit that focuses on international development, for example, may have diplomats and government officials on the board who can provide advice to the nonprofit about operating in a particular geopolitical space.
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A new nonprofit or one struggling with its reputation may organize a board with a number of high-profile individuals whose respective network, experiential and reputational capital give the nonprofit public credibility. These members are not necessarily active participants in how an organization operates, unlike working boards, but serve a more titular role.
A startup nonprofit looking to secure funding may choose to develop a separate titular board to build its credibility with local investors. Members of the titular board would likely be listed on the nonprofit’s webpage and/or promotional materials and provide some funding to the nonprofit (often seed, signaling or annual funding). However, these individuals rarely exercise decision-making power or have high engagement in the nonprofit’s strategy, evaluation or operations.
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A working board, the most high-engagement type of nonprofit board, refers to a group of individuals who are proactively involved in strategy creation and implementation, human resource issues and financial oversight. Unlike other board types, working boards are more involved in the day-to-day operations of the nonprofit and typically take on a ‘coaching’ role. They may also participate in fundraising and policy creation, as well as program development and scaling.
An early-stage direct-service nonprofit may have a working board whose members actively participate in the administrative, fundraising, oversight and programming efforts of the nonprofit. The board may also fulfill organizational functions that staff would typically handle in a later-stage nonprofit.
References:
“Why Do You Need a Board?” BoardSource, 2010, https://www.bridgespan.org/bridgespan/Images/articles/why-do-you-need-a-board/WhyDoYouNeedBoard.pdf (August 5, 2021).
“Checklist of Board Roles and Responsibilities” BoardSource, 2016, https://boardsource.org/checklist-of-board-roles-and-responsibilities/ (July 6, 2021).
Jeremy Barlow, “Nonprofit Board Legal Responsibilities,” BoardEffect, August 12, 2016, https://www.boardeffect.com/blog/non-profit-board-legal-responsibilities/ (August 5, 2021).
Michele Berger, “Serving as the Chair of the Board,” Nonprofit Law Blog, March 22, 2018, http://www.nonprofitlawblog.com/serving-chair-board/ (August 5, 2021).
Michele Berger, “Duties of the Secretary of a Nonprofit Corporation,” Nonprofit Law Blog, May 8, 2017, http://www.nonprofitlawblog.com/duties-secretary-nonprofit-corporation/ (August 9, 2021).
Michele Berger, “Duties of the Treasurer,” Nonprofit Law Blog, April 5, 2017, http://www.nonprofitlawblog.com/treasurer-duties/ (August 9, 2021).
“Do We Really Need Board Committees?” BoardSource, May 12, 2022, https://boardsource.org/resources/really-need-board-committees/ (July 6, 2022).
You can read more about questions to consider before joining a nonprofit board here: https://static1.squarespace.com/static/5ed93673cf8b227b6e977e66/t/6132870c4df99e1e170389b4/1630701324884/Giving+2.0+Guide_Nonprofit+Board+Service.pdf
Alec Green, “Understanding the Different Types of Nonprofit Boards,” Nonprofit Ready Blog, February 17, 2022, https://www.nonprofitready.org/post/understanding-the-different-types-of-nonprofit-boards.