Sunday, July 24, 2016

NPO Procedures: The Board (Selection)

Once a decision is made to form an organization to address a perceived societal need, the organization needs to be formed. One piece of formation is to found "the board." Every state requires that every non-profit corporation formed under that state's law must have a board. The number of board members, the title of the board members and the board itself differs from state to state, but for our purposes we will refer to the board members as "trustees" or "board members" and the board as "the board of trustees" or "the board."

The Board--Function. Often, the tendency is to enlist friends as board members.This is probably a mistake. To select trustees it is useful to know the function of the board. Once one knows what the board does it becomes easier to identify who should sit on the board. Here is a short list of some of the board's most important responsibilities.

1. Oversight. The overall purpose of the board is to provide oversight to the organization. This oversight is what I call "macro-management." The board sets the direction of the organization; determines whether the organization should pursue new opportunities; provides guidance and direction for the organization's programs and structure; and provides financial oversight. The board does not run the day-to-day operations of the organization, and does not micro-manage the organization. That is left to the Executive Director/CEO, who is really the board's agent appointed to run the day-to-day operations of the organization.

2. Budget. The Board determines the organization's budget and all that goes along with the budget--financial policies; budgeting policies and procedures; oversight of fundraising and grant writing; investment policies; oversight of cash and bank account management and policies; and so on. A good trustee can read a balance sheet, and income statement, has some expertise and/or experience in financial matters relating to an organization, and is fiscally responsible, aware, and proficient.

3. Policies. The Board adopts policies for the organization. These cover the full spectrum of the organization's front-line and back-office operations, including finance, HR, IT, client relations, planning, structure and governance, community relations, etc.

4. Executive Director/CEO ["ED"]. The Board hires, evaluates, directs and oversees the ED. Typically, the founder of an organization serves on the Board and serves as ED, but this is not the best practice and eventually will give way to separate ED and Board functions (in some cases, as late as when the ED retires). The ED is responsible to run the organization's day-to-day operations; the Board is responsible to oversee and direct the ED.

The Board--Selecting Trustees. From this short list of Board duties, it is clear that the board needs to have members who are proficient in a number of areas--finances, HR, IT, structure and governance, oversight, relationships, etc. It is not unusual to see board members who are bankers, accountants, lawyers, HR experts, IT experts, clergy, teachers/professors, managers, small business owners, and so on, so the duties of the board can be addressed by people who are familiar with those areas in their "day jobs." However, this cannot be the only criteria for recruiting board members.

A second, and just as important, criteria for a trustee is the commitment of the trustee to the purpose, mission, and programs of the organization. An accountant who is proficient at accounting but who does not care about the purpose, mission and programs of the organization will not be a productive board member, and will not contribute to the success of the board.

A "job description" for a trustee may be a useful tool to identify and recruit new board members. That job description should identify the purpose, mission and general programming of the organization as well as the expectations of a trustee. The organization's public relations pieces can also be useful to this end. A possible board member should be vetted not only for his or her familiarity with one or more areas of board function, but also for his/her level of familiarity with, and commitment to, the organization's purpose, mission and programs.

While this discussion is not comprehensive, it will be helpful to a new organization in identifying and recruiting the initial members of the board of trustees.


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