Managing a Board of Directors for a nonprofit organization is an ongoing process that spans the entire cycle of recruiting board members and managing a board. Each interconnected piece of the cycle is needed for board effectiveness and engagement to ensure board members are well prepared and informed to fulfill their governance responsibilities.

Free Board Training for NAO Members
Board Bright is a virtual board training series designed for emerging and seasoned board members. Sessions focus on governance roles & responsibilities; financial oversight; fundraising; and diversity, equity, inclusion, and belonging. Recordings of this series are offered for free to NAO members, $150 for nonmembers. These can be watched individually or together as a board at board meetings, stopping for times of discussion and reflection. NAO members can find the coupon code in their Dashboard.

NAO Workbooks
NAO offers these low-cost workbooks ($20 for members) to develop, enhance, and refine board management. The workbooks are designed to be done together as a board.

NAO Board Management Workbook
NAO Board Finance Workbook

1. BOARD ROLES AND RESONSIBILITIES
First and foremost, board members need to know and understand what they’re being asked to do. An excellent resource is the Guide to Nonprofit Board Service in Oregon below. You can download pdf copies in English and Spanish or order printed copies of the red booklets for free. It is recommended that all board members receive this guide to support them in their governance role.

Guide to Nonprofit Board Service in Oregon – Oregon Department of Justice
Governance Roles and Responsibilities – NAO Board Bright Series
Board Roles and Responsibilities – National Council of Nonprofits

2. BOARD RECRUITMENT
Building a board is about finding leaders who have skill sets and perspectives that align with your organization’s mission, goals, and needs. In order to find and recruit the right candidates for your nonprofit board, it’s important to have board member job descriptions to set expectations for individuals and the board as a whole. Below are sample descriptions for support in developing them. It can also be helpful to have board members sign an agreement that outlines their board responsibilities.

Provide them with the Guide to Nonprofit Board Service in Oregon up front to help them understand the board role.

Board Source
Recruiting Your Board
Board Recruitment Process
Board Member Job Description Template
Board Member Agreements (downloads word doc)

NEO Law Group
Duties of the President and/or Chair of the Board
Duties of the Secretary
Duties of the Treasurer

3. ONBOARDING & MENTORSHIP
It’s important for each board member to be onboarded to their new role. The board chair or an experienced board member can provide the initial onboarding, and review the board handbook that should include Articles of Incorporation, Bylaws, IRS Letter of Determination, and other key governance policies.

In addition to the onboarding process, an experienced board member can mentor the board member in their new role. This is a great way to reinforce governance expectations, board norms and rules, and in  getting to know other board members. It is also helpful to provide time outside board meetings for them to get to know others in a casual environment.

Mentor Your Way to Board Development – BoardSource

Exit Interviews: When a board member leaves the board, exit interviews can be an effective way to gather feedback on their experience as well as suggestions for improvement.  See The Power of Nonprofit Board Exit Interviews – BoardSource.

4. BOARD OPERATIONS
Board Operations information should be included in the nonprofit bylaws; a nonprofit’s main governing document that outlines how the organization operates. Many boards have an annual board retreat for future planning and goal setting.

Risk and Resilience Checklist for Purpose-Driven Boards – BoardSource

Board Meetings
A key to board member engagement is to have regular board meetings on a timed and planned basis with agendas. Board meetings can be held monthly, bi-monthly or quarterly depending on the needs for adequate governance and oversight. Material covering agenda items should be sent out a minimum of 2 weeks in advance to give board members adequate time to review and be prepared for discussion and vote. Having an annual board calendar is a helpful planning tool.

Effective Board Meetings for Good Governance – National Council of Nonprofits
The Board’s Governance Calendar – GoverningGood

Board Committees
Nonprofit boards typically set up standing committees and charge them with fulfilling certain duties. Boards generally assign a committee chair and add to the committee with a combination of volunteers, employees, board members and outside experts.

Boards should first analyze the structure of the board and determine whether a particular committee would add value.

Board Committee Charters – Stanford Law School
Common Types of Standing Committees – BoardEffect
Board Nominating Committee – Bloomerang
Executive Committee – BoardSource
Finance Committee Charter – ORCID

Executive Committees
An executive committee is a common board committees whose role is to help the board accomplish its work in the most efficient way. The committee has special responsibilities and authorities above all committees – facilitating decision making between board meetings, setting goals and agendas, coordinating the work of the full board, and acting as a liaison to the ED/CEO.

Board Advisory Councils
Many nonprofits employ advisory councils — a collection of individuals who advise and support the governance work of the board or management tasks carried out by staff. They can provide specialized expertise, be ambassadors, and perform key duties.

Advisory Councils – BoardSource

Board Size & Terms
The size of a board and board terms vary greatly depending on the size and mission of the nonprofit. At NAO, the term of our board members is a maximum of 2 consecutive terms of 3-year duration. These details as well as the rules for board voting and adding/removing board members should be included in the bylaws.

NAO Governance Document – Bylaws – NAO is a 501(c)(3) public benefit membership nonprofit and our bylaws are reflective of that. Many nonprofits post their bylaws online in the interest of transparency as tax-exempt nonprofits.

Voting Procedures
The nonprofit bylaws state the minimum number of board members – or quorum – needed to be present for the board to conduct official business and the meeting valid. Many nonprofits follow this format:

  • The board chair identifies a decision that requires a vote.
  • The board chair asks for someone to “make a motion” to approve.
  • Another board member “seconds” the motion.
  • All present have an opportunity to ask questions and discuss.
  • The board chair asks for a vote.
  • Each board member votes “yay” or “nay”, or “abstains” (does not vote).

In terms of using a parliamentary process, common processes used are Robert’s Rules of Order and Martha’s Rules of Order. It is not required to use a paliamentary procedure and many groups have a chair who moderates the discussion, calls for a vote when everyone has had a chance to be heard, and states clearly what it is to be decided. Results of voting should be reflected in the meeting minutes. 

Robert’s Rules of Order – BoardEffect
Martha’s Rules of Order – Humane Network

Conflict & Conflicts of Interest
The IRS, as part of the Form 990 filing, requires nonprofits to acknowledge that they have a written conflict of interest policy in place and that they monitor and enforce compliance with it.  A conflict of interest policy outlines how the organization addresses situations where personal interests may conflict with the organization’s best interests, ensuring that conflicts are disclosed and addressed before they become problems. Having a conflict of interest policy is a best practice for nonprofits to ensure ethical conduct and to maintain public trust. 

Conflict in general is common on a nonprofit board, and it’s important for a board to manage the conflict as effectively as possible. A board needs diverse view points that offer differing insightx. Most important is to focus on what is in the best interests of the nonprofit in fulfilling their mission ethically, sustainably and responsibly.

Conflicts of Interest – National Council of Nonprofits
Handling Conflict During Board Meetings – Board Source
Dealing with Difficult Board Members – The Foundation Group
Managing Conflict: A Guide for Volunteer Boards – GoverningGood