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

The mission, vision and values of an organization serve as the map and compass for nonprofits. Here’s an article written by Megan Meyer, a former Center Director, outlining the important elements of every Mission Statement.  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.  Here is a sample of standard Bylaws .

Another important governance policy to have in place is a Board Code of Ethics.  Read a general overview of the Ethics conversation here from Independent Sector. This sample of Ethics design and documents is from the National Council of Nonprofits. Here’s an excellent article on board conflicts of interest from Nonprofit Quarterly – Now You See It, Now You Don’t: Conflict of Interest Demands More Than Just a Policy.

And any great Board structure will include term limits and a plan for new members to roll on and off with ease. The graduated structure should be staggered in such a way that there is always adequate coverage of historical knowledge and fresh insights. Read about term limits here at BoardEffect’s Best Practices for Nonprofit Board Term Limits

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. 

This blog search for “Board Roles and Responsibilities” at Independent Sector offers great structural guidance for designing borads in different nonprofit sectors.

NonprofitWorks has a good sample of a Board Member Position Description.  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.

Board Self Assessment is another very important process for this type of leadership structure. Below are some helpful resources.

The importance of D&O Insurance cannot be understated. Read Directors and Officers Liability Insurance: Why It’s Worth the Cost And Nick Price at the Independent Sector Blog addresses The Importance of D&O Insurance for Nonprofit Boards

Board and Committee Structure

For good information on sample board and committee structures, check out this page at Board Source.  Here you can access Joan Garry’s blog which includes a very robust toolkit of resources. With a free sign up using your email you can access Joan’s 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 Member Orientation

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 are a list of good checklists you can use.

Meetings

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 is thorough and covers all business that may happen in a meeting . Remeber helpful information to include on an agenda is who to contact if they are running late (and the contact information), who else is invited to the meeting including special guests and the topics they will discuss, and what the meeting organizers hope to accomplish in the timframe of the meeting. Number one priority of the meeting is to begin and end on time!