non-profit board

Non-profit boards take work to make themselves successful

This post comes from our guest expert Larry Nelson, founder of Nelson/Kraft and Associates, an executive search firm that works with non-profit organizations.  He has conducted many board governance workshops and has served as a valued advisor to boards and CEOs.

A non-profit organization is only as strong as its board.  And great boards need to be carefully constructed to succeed. In this post we explore four areas of focus critical to board success.

Defining the Non-Profit Board Structure and Purpose

It is essential to determine in advance what the board’s role will be: Is it advisory, operational, or policy-focused?  It is also important to decide how often the board will need to meet to achieve its mandate, and those meetings should be scheduled two years in advance.

Careful selection of board members is a science.  Select members based on their competencies and experience.  Key competencies include commitment, communication, conflict resolution, initiative, objectivity, practical judgment, accountability, open-mindedness, integrity, self-awareness, transparency and empathy.

Non-profit Board membership also needs to reflect a wide range of expertise.  Most non-profits can benefit significantly from members with strong backgrounds in finance, law, governance, business/non-profit leadership, fundraising, marketing, sociology, public relations, theology and human resources.  That mix will vary, depending on the nature of the non-profit.

A board manual should include role descriptions for the board members, the chair, the vice-chair, the secretary and the CEO.  Clearly indicate the distinction between roles.  Remember, the chair manages the board and the CEO manages the staff.  Both work for the board.

The board manual also serves as both the framework for decision-making as well as firm organizational policies.  This way, you will have documented expectations of board members, how the board will operate, what is expected of staff and how staff will interact with the board.

Set term lengths for board members and pay careful attention to gaps in areas of expertise that may be lacking on the board.  Have an effective board recruitment procedure in place.  And prepare a formal orientation program for new board members so that they can become active participants from their first day on the board. 

Build in annual board retreats.  These allow board members to get to know each other socially and to provide designated time to do some critical big-picture thinking.  

What Makes A Great Board Meeting?

Have you ever left a board meeting with the feeling that it was a complete waste of your time, needed to be better planned, wasn’t well chaired and did not move the organization forward?  Great board meetings do not happen by accident.

Here are some key factors that make for a great meeting:

The meeting started and finished on time.

The board information package was issued and read by all before the meeting.  It also included:

  • Staff accountability reports and information on the key issues to be considered,
  • An agenda that was well planned with an indication of the time that should be spent on each issue
  •  and key benchmark indicators quickly informed the board of the organization’s achievements.

The board used a consent agenda at the start of the meeting to save valuable board time.  (Consent agendas allow routine, recurring agenda items to be approved without discussion or individual motion, such as approval of agenda, minutes and staff reports.)

Staff reports indicated that risk areas were being monitored and under control, sound stewardship principles were being practiced, and the staff was highly motivated.

The meeting focused on the future, ensuring the organization achieved its goals and not micromanaging the past.

The chair led well, establishing good time management and soliciting the input of every director.

The venue was comfortable, and there was a rest break every 90 minutes.

The board acted as a team because the members had a high level of trust.

The meeting ended with an evaluation of the session:

  • Did the members do their job?
  • Did the organization move forward as a result of the meeting?
  • How could we make the next meeting better?

Members left the meeting knowing that their time had been valued and respected by the organization and that each one, acting as part of the board team, made a difference.

Everyone left feeling confident that the CEO had given a complete account of their stewardship.  The organization showed that it was avoiding what it must not do and focusing on what it should do.

The secretary circulated the minutes within a reasonable period after the meeting, which included clearly indicated action items to be completed at specified dates in the future.

How To Build An Effective CEO-Board Chair Relationship

It all begins with mutual respect.  There must be clear role descriptions for the chair and the CEO and written mandates for each board committee.

The board chair’s position is the second most significant in the organization after the CEO.  There needs to be ongoing mentoring/training of the next chair.

The chair should be the CEO’s number one encourager.  There should be an understanding that they will never embarrass or surprise one another in a board meeting.

The chair should act as a valuable sounding board to the CEO, providing regular feedback, counsel and advice.  The chair should also clearly communicate to the CEO what the board needs to know.

The board chair and CEO should take time to get to know each other, both professionally and socially, to build trust.

The chair should realize that the board’s number one objective is to make the CEO successful.  If the CEO isn’t successful, the board can’t be successful.

Consider a Birkman assessment for both the CEO and chair.  This handy reference tool helps them understand how each one is wired, how each makes decisions, and what level of encouragement and feedback each other needs.

This CEO/chair partnership is further enhanced by having them meet in person or by phone before upcoming board meetings to prepare the agenda together.  The chair should ask the CEO what you need from the next board meeting.  What are the take aways that you must have?  Put these early on the agenda.

Importance of a Board Member Orientation Process

Helping new board members get up to speed quickly is a gift to everyone,  both fellow board members, CEO and staff. Here is a checklist for helpful information to provide the new board member before they attend their first board meeting (download a PDF version):

____ Articles of incorporation and letters of patent

____ Bylaws

____ Board policies

____ Monitoring or assessment reports on the organization’s performance from the

         past year

____ Employment contract  and role description for the CEO

____ Biographical notes for each board member

____ Board minutes from the past year

____ Budget for this fiscal year and financial statements for the past fiscal year

____ Summary of current board  governance issues

____ Summary of the current topics, problems, trends and opportunities

____ Schedule of board meetings for the next two years and attendance expectations

____ Conflict of interest policy and policy on confidentiality

____ Policy on reimbursement of board expenses

____ Duties and responsibilities of board members under law.

Download a PDF of the checklist

NFPO Board Checklist