Board Governance

Board Governance

Nothing is more important to the health and sustainability of a nonprofit organization than how well its Board of Directors governs. That’s why Section One on our Best Practice Checklist is devoted to Board Governance.  We are pleased to make the following resources available for your use.   We wish to thank all of the C4NPR workshop presenters, consultants and experts who have given their permission to post or link to their materials. 

Mission and Vision

What is a Mission Statement? Here’s an article written by a former Center Director.  We also like the information on missions, visions and values that Consultant Carter McNamara makes available through his Management Help Database.  You will find articles on how to write these statements and why they matter by clicking here.

Bylaws and Other Governance Policies

Every organization has to have Bylaws (sometimes called a Code of Regulations.)  Two of the mostly widely consulted sources of information about nonprofit governance and management, BoardSource and Blue Avocado, have published short articles about bylaws.  Click here for a sample set of Bylaws for an organization that does not have members.  

Another important governance policy to have in place is a Board Code of Ethics.  This sample is from the Michigan Nonprofit Association.
From Nonprofit Quarterly, an excellent article on board conflicts of interest – Now You See It, Now You Don’t: Conflict of Interest Demands More Than Just a Policy.

Board Role and Responsibilities

The duties of board members for nonprofit organizations incorporated in Ohio is defined in law, which is enforced by the Ohio Attorney General.  They run monthly webinars on the subject of Board Governance, as well as publish a Guide for Charity Board Members.  We recommend making this available to new board members during orientation. 

C4NPR trainer Cathy Allen of Creative Option C, LLC has created a powerpoint on the Roles and Responsibilities of Nonprofit Board Members in Ohio, that includes information from the Attorney General but also talks about best practices for governance and strategies for engaging board members in governance.

NonprofitWorks has a good sample of a Board Member Position Description.  For an excellent example of a tool for an individual board member to use to self-assess their own performance, click here to see the one Julia Classen of Aurora Consulting developed. Another good resource from Iantha Gantt-Wright of the Institute for Conservation Leadership is this Board Diversity Assessment or How Organizations Engage with Different Constituents.

The importance of D&O Insurance cannot be understated. The Nonprofit Quarterly shares data regarding legal action taken against board members and how insurance can keep your nonprofit from bankruptcy. Read Directors and Officers Liability Insurance: Why It’s Worth the Cost

Board and Committee Structure

For good information on sample board and committee structures, check out Nonprofit Works‘ website.  A good example of board member position description and committee descriptions has been provided to us by a California nonprofit called MEND. We have also provided a sample Board Committee Report Form, which can be used quarterly or annually for Board Committees to report out their accomplishments to the Board and Executive Director.

Board Culture and Group Dynamics

Over the years, C4NPR has sponsored a number of workshops that touch on the dynamics of the board. None have been better than Julia Classen of Aurora Consulting – check out her article in Nonprofit Quarterly called Here We Go Again: The Cyclical Nature of Board Behavior.

Board Composition and Development

The best board is a diverse board – one with the mix of skills, experiences and other characteristics needed to fulfill the mission of that particular organization.  A tried-and-true tool for assessing your board’s composition and future needs is the board matrix.  Please feel free to change up the categories to suit your organization’s needs.

Another view of board composition from Blue Avocado includes three traps of the board composition matrix.

New board members need to be brought up to speed on the organization’s culture, policies, practices and expectations.  We recommend that veteran  board members provide that orientation before or soon after their first meeting.  Here’s a good checklist of things to go over.


There is more to a good meeting than agendas and minutes – but that is an excellent place to start.  We like this sample meeting agenda because it outlines on a single page everything a board member needs to know about the meeting – including who to call if they are running late, who else is invited, and what the meeting organizers hope to accomplish. 


 Additional Resources

Board Café
A free monthly electronic newsletter written for board members and executive directors.

Board Source
The Board Support Program starts with BoardSource’s Board Self-Assessment (BSA), enabling your board to reflect on what it’s doing well and where it’s more challenged. Throughout the year, your organization’s leaders are supported with educational resources and tools to further your board development goals. Click here for more information.