Building a Strong Board of Directors
Board Building involves targeting, identifying, and recruiting ideal members to assist in the
governance and execution of an organization’s mission. It also includes carefully defined roles,
goals and expectations. The following five questions will guide you as you seek to strengthen
your board of directors:
1.
2.
3.
4.
5.
What do you want the Board of Directors to do?
How do you want to structure your board?
How many members should constitute your Board of Directors?
How should your Board look?
What resources should a board member bring to the organization?
What do you want the Board of Directors to do?
The three most common conceptions of a Board are:
1.
2.
3.
A working board that serves as a sort of volunteer corps, often in lieu of staff
An oversight committee that keeps tabs on the activities of the Executive Director
and organization in its entirety, and
As a sort of fundraising committee or simply a group of major donors who provide
financial stability for the organization.
Of these three functions, the second is most accurate in that the board should provide high level
strategy for the organization and bring enough oversight to make sure that the strategy is
carried out efficiently and effectively. The Board should do an official evaluation of the Executive
Director once a year, take part in an annual strategic planning process, and have a good
knowledge of the workings of the organization.
A board can be a “working” board, especially in smaller organizations, but that work should take
the form of committee work at the strategic level and avoid getting involved in day to day tasks
whenever possible. Finally, every nonprofit board member should be a donor to the
organization. However, board members should never be seen simply as a group of “check
books.” Other proper functions of a board member are discussed below.
How do you want to structure your board?
A solid board requires the establishment of documentation regarding the duties, roles, and
terms of a board. Those documents necessary in structuring a board that will be sustainable
and periodically reviewed include;
A. By-laws.
B. Job Descriptions for the officers (President, Vice President, Secretary, Treasurer)
C. Term-limits and Time Commitment Required
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D. Financial Contribution Requirements
E. Meeting Procedure: Roberts Rules, consensus decision making, etc.
F. Voting Structure: How will the Board make decisions, i.e. majority, super majority or
some other method?
G. Conflict of Interest Statement
H. Standing Committees and Ad-Hoc committee process.
Each board member should have a “Board Book” that contains all of these key documents, and
which is constantly updated with agendas, minutes, addendums, meeting hand-outs, etc.
How many members should constitute your Board of Directors?
An average and manageable Board should consist of between eight and sixteen members. The
ideal number of members will depend on the overall size and structure of your organization;
larger organizations should have more board members, with committees for each important
aspect of the organization.
The use of a small board, 4 to 6 members, can be sufficient during certain phases in the lifecycle of an organization, such as during start- up, turn around, or restructuring. However, a
small board should be utilized as a temporary solution and consideration should always be
made to increase the Board back closer to a minimum of 10-12 members. Larger organizations
can sometimes have as many as 25 or even up to 50 board members. This can work if they
have a strong committee structure in place to keep everyone involved and informed.
How should your Board look?
The two most important qualities of a board are independence and objectivity. Independent
board members receive no financial gain from their position on the board; they avoid any
conflicts of interest regarding the financial decisions of the organization. Objectivity involves
avoid any conflict of interests that might be personal or emotional in nature. This often happens
when the friends or family members are put on the board. The Executive Director can incur both
financial and emotional conflicts of interest when he or she takes a voting position on the board
of directors.
Finally, the ideal board should be diversified to regarding gender, age, race, creed, etc.;
especially as such diversity serves the mission. Diversity has many other benefits, particularly in
bringing objectivity and also to provide an adequate representation of the community being
served.
What resources should a board member bring to the organization?
There are three key resources to target when building your board; funding, networking, and
technical knowledge. It is proper for your board to support your organization in these three
ways, but it is not likely that each board member will bring all three gifts: money, a vast network
and technical knowledge of your mission. For this reason it is important to identify and recruit all
three types of individuals:
1. Major Donor. While everyone on the board must commit to giving some monetary
assistance, financial stability is gained by a few individuals are capable of giving
large donations to the organization on a regular basis. If they are not able to
personally give, they hold the ability to get the funds necessary with little effort on
their part.
2. Networkers. On every board there should be a number of “hubs” who seem to know
everyone in the community. Their contribution to the board comes from their ability to
provide connections in locating in-kind help. Networkers open doors for the
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3.
organization allowing for expansion and assistance.
Technical Knowledge. These individuals have a strong knowledge of the
organization’s mission. They provide a professional’s insight regarding the actions
and judgments of the Executive director and staff. The technical board members
generally are like the networkers in that their financial contributions to the
organization may not be a great as the major donators, but they give what they can.
When building your board with these three key individuals, keep in mind that an even mix from
each resource is ideal. We recommend somewhere around a 30%-30%-30% ratio to make sure
the organization is not relying too heavily on their board for funding but is supplementing the
financial aspect of the organization. Of course, if you can identify an individual that brings all
three of the previous resources you have found the perfect board member.
Additional Information
1. Board of Directors Checklist. The Management Library website holds a magnitude of
resources including an evaluation checklist regarding the duties a nonprofit Board.
http://managementhelp.org/org_eval/uw_brd.htm
2. What information should board members have? Idealist.org provides resources for
nonprofits in the various stages of growth. This article discusses the materials a
board member should have considering joining a board or attending meetings.
http://www.idealist.org/if/i/en/faq/559-22/3-1
3. Sample Bylaws. This link provides a thorough example of the necessary bylaws to
consider when building a Board of Directors.
http://www.familyvoices.org/pub/ncfpp/Admin/4.%20Bylaws%20and%20board%20po
licies/Sam ple%20Bylaws/Bylaws%20from%20Nonprofit%20Law%20SAMPLE.htm
Peter Giersch is COO of Cathedral Consulting Group, LLC and a Managing Director in the
Midwest Office.
For more information, please visit Cathedral Consulting Group LLC online at
www.cathedralconsulting.com or contact us at info@cathedralconsulting.com.
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