The Role of a Board of Directors
By Jean Kelsey
At first glance, one might think that the role of a Board of Directors (“Board”) would be based upon a standard set of criteria that would ultimately make the formation and function of a Board more straightforward. As I researched into the special role a Board would have within a non-profit, I discovered that the role is also determined by the functionality of that same Board. Functionality of a non-profit’s Board is clearly dependent upon several factors that include the selection and formation of the Board, the individual roles of each Board Officer, the Life Cycle of the Board, the selection and role of your Executive Director, tensions between the Board and the Executive Director and whether that same Executive Director would have to be replaced. Furthermore, if the Non-profit begins to experience “Founder’s Syndrome” or has a retiring founder also plays a pivotal part in determining the role of the Board.
A typical Board includes a Board Chair, Chairperson, or President, a Vice Chair, a Secretary and a Treasurer. The Board may also include a Committee Chair and a Board Member. The actual selection of each member AND their acceptance of the Board position, as well as the size of the Board are key pieces that helps define the direction of the Board. “It is a critically important function for non-profit organizations to find and retain qualified, experienced Board members and officers.” (Grobman/Sand 2008) Finding suitable Board members is an actual process dependent upon the needs of the non-profit. A founding Board is very important to the non-profit organization because the Board’s success at governing and leading the organization is dependent upon several characteristics. These include the need for a Board with a diverse array of skills from financial, marketing, technical, entrepreneurial, legal and social service. Parents of children serviced by your non-profit and other volunteers who work diligently for your organization are also potential Board members. Outside of actual skills to govern and lead the non-profit, having a passion for the non-profit’s mission and a commitment to the work it wishes to accomplish are just as important to the life and sustainability of the organization. A Board should also be responsible for “inspiring the organization, the other board members, and volunteers to do good work.” (netplaces, 2012)
Although serving on a Board may look glamorous or read well on one’s resume, there are several factors that every potential member should know prior to considering and accepting a Board position. “Serving on a non-profit board has serious fiduciary, legal, and ethical responsibilities. Board members can be held accountable for dereliction of their duties.” (Fritz, 2012). Jill and Daniel Welytok, authors of Nonprofit Law & Governance for Dummies, recommend obtaining answers to questions that will help you uncover pertinent information regarding the nonprofit seeking you to fulfill a Board position. Questions to consider would be who is on the current board and how did they get there? How long do board members serve? How many board members are needed to take action? What committees are part of the board? Can you see the books and records of the non-profit? How large is the overall budget? What are the responsibilities of directors? Are payroll taxes of the organization up to date and/or is it being sued? “If you and the organization are not well matched, you may be bored at best and appalled at worst. But when both volunteer board member and organization are in tune with one another, the experience can be both personally and professionally rewarding.” (Fritz, 2012) Responses to questions such as those previously stated will help give you clarity regarding the non-profit and whether your service on that Board would be a good fit for you. A wonderful source for someone considering a Board position is a book written by...
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