Board Development

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Board Member Recruitment, Selection

Sample Board Recruitment Grid from BoardSource.org:

When you set out to recruit new members, the most important consideration is know what kind of skills are currently needed by the board. Consider the nature of issues and goals currently faced by the organization, for example, if you're struggling with finances then seek a member with strong financial skills. It's highly useful to use a Sample Board Recruitment Grid.

  1. Maintain an up-to-date list of potential board candidates, including the particular skills they can bring to the organization. This is often done by the Nominating Committee or the Board Development Committee.
  2. Develop a Sample Board Application Form for prospective new board members. The form should solicit information about the potential new member, including biographical information, why they want to join this board, what they hope to bring to the board, what they would like to get from their board membership and any questions they might have.
  3. Per any scheduling in the bylaws and/or after strategic planning, reference major strategic goals for the organization and the chief executive to identify what skills would be highly useful to the board, e.g., if new people will be hired, the board may desire people with human resource skills, etc.
  4. Reference the list of potential candidates to recruit for board membership and ask to meet with them.
  5. Prospective board members should meet with the board chair and the chief executive, hear an overview of the organization and receive relevant organizational materials describing the organization's products or services, receive a board member job description and a board member application form. The prospective new member should hear about how the organization orients new members. Provide names of several board members whom the prospective new member might contact with any questions.
  6. Identify if there are any potential conflicts of interest with the candidate, e.g., is he or she on the board of a competing organization, a vendor of the organization, etc.
  7. Invite the prospective new member to a board meeting. Notify current board members that a potential new member will be attending. Consider name tags to help the potential new member be acquainted with board members. Introduce the member right away in the meeting and, at the end of the meeting, ask the potential new member if they have any questions. Thank them for coming.
  8. Shortly after the meeting, call the prospective new member to hear if they want to apply for joining the board or not. If so, solicit their completed board member application and provide all applications to the board for their review and election.
  9. Notify new members (those who have been elected) and invite them to subsequent board meetings and the board orientation.

Board Orientation & Training

Board member orientation is never a one-time event. It starts during cultivation and continues after a new member's first board meeting. When recruiting candidates, you introduce the person to the organization, explain why you are interested in him, and discuss board service in general. After the recruit has accepted your invitation to join the board, you organize an orientation session that covers everything a new member needs to know about serving the organization.

There are differing views about the annual presence of all board members during orientation because of repetition in subject matter. Some experts believe everyone's presence feeds into team spirit. Others suggest including the full board only in certain aspects of the training to alleviate boredom. One option is to schedule that part of the orientation that includes the full board to coincide with a board meeting to cut down on traveling.

Assigning every new member of the board a mentor facilitates the learning process. A mentor can answer detailed questions that might surface during orientation and even later, during board meetings. When a new member is feeling lost, mentors can provide direction concerning the hows, whos, and whys of the board.

To ensure that orientation becomes a formal part of your board education, elevate your nominating committee to a governance committee, which is responsible for orchestrating recruitment as well as helping your board members perform at their best. The governance committee plans the orientation process and involves all the players in it.

As the leader of the board, the chair also is intricately involved in orienting new board members. His words motivate, and his presence serves as an example. By chairing the orientation session, the chair brings clarity to his role and authority. Because the chief executive knows the organization best, she is the most suitable person to introduce the organization and its purpose. Also, this is a great opportunity for board members to see firsthand the chief executive in action and get to know her better. And vice versa: The chief executive will have an opportunity to interact with the new board members 'at home' for the first time. When appropriate, the chief executive may bring in outside experts to talk about relevant industry issues, legal matters, or other subjects to help everyone grasp their expectations better.[1]

Board Calendar

Sample Courtesy of the Free Management Library:



Regular Board Activity

Approximate Date (see NOTE #3 above)

1.

Fiscal year begins

January (fiscal-year timing is often specified in the Bylaws)

2.

Conduct Board Self-Evaluation (do once a year and in preparation for first board retreat (there are 2 per year))

March-April (do shortly before evaluating chief executive)

3.

Evaluate Chief Executive (by referencing his or her progress towards last fiscal year's goals and his or her job description)

April-May (do shortly after completion of last fiscal year)

4.

Review and update board policies and personnel policies

April-June (do concurrent to board and chief evaluations)

5.

Conduct first board retreat (address board self-evaluation results, team building, begin strategic planning, etc.)

April

6.

Begin recruiting new board members

April-May (in time for June/July elections)

7.

Conduct strategic planning to produce organizational goals and resources need to reach goals

May-June-July (start planning in time for setting mission, vision, values, issues, goals, strategies, resource needs, funding needs (nonprofit-specific), and time for getting funds before beginning of next fiscal year)

8.

Elect new board members

June-July (per By-Laws)

9.

Establish chief executive's goals for next year (as produced from strategic planning)

August (as organizational goals are realized from planning)

10.

Hold annual meeting

July (per By-Laws)

11.

Draft next year's budget (based on resources needed to reach new strategic goals)

July-August-September

12.

Develop fundraising plan(nonprofit-specific) (with primary goals to get funds needed for budget)

July-August-September

13.

Conduct second board retreat (address board orientation/training, re-organize or form new committees based on goals from strategic plan, develop work plans, update board operations calendar, review planning status, etc.)

August (in time to orient new board members soon after they join the board)

14.

Conduct fundraising plan(nonprofit-specific) (primarily to meet fundraising goals)

August-December

Board Attendance Policy

To ensure that each meeting has a quorum, or minimum number of attendees to conduct official business, organizations mandate, suggest or recommend different policies for their board members. Lack of attendance at board meetings might show a board member is not performing his duties with reasonable care.

During the interview process, organizations present potential board members with the board meeting schedule and ask if they can attend all or most of the meetings. Depending on how valuable the potential candidate is to the organization and how small a board the organization has, a board might make accommodations for candidates who can’t attend all, or even most, meetings. Some organizations require that board members attend each meeting unless they have a personal emergency. Some make accommodations for board members to attend electronically, while others allow board members to give their proxy to other board members in attendance. A proxy is permission for one board member to cast the vote of another not in attendance. To prevent arguments about board attendance requirements, some organizations stipulate them in their bylaws, which are the rules by which the organization is run.[2]

A nonprofit's bylaws may contain provisions to encourage board attendance. Quorum requirements may be established to ensure that board meetings can only take place with the participation of a majority or supermajority of directors. If the quorum requirements are set too low, a small percentage of directors may be able to take important actions without the input and vote of a majority of the directors. For example, in the case of a board with 12 directors and a quorum requirement of 40%, five directors may hold a meeting, and an affirmative vote of three may constitute a board action. By increasing the quorum requirement to a simple majority (i.e., >50%), seven directors would be required to hold a meeting, and four votes for an action. If a quorum is defined as 60%, eight directors would be required for a meeting, and five votes for an action. The higher quorum requirements would (1) send a signal to directors, prospective directors, and others that regular board attendance is expected; and (2) ensure that a very small percentage of the board could not pass actions that impact the organization. However, boards must be careful not to set its quorum requirements so high as to jeopardize the board's ability to take important actions in a timely manner.[3]

A nonprofit may also adopt a board attendance policy outside of its bylaws which explicitly defines the organization's expectations of its directors. Such policy may be included in the director's job description and given to each director and prospective director. [4]

Code of Ethics & Conduct

SEE ALSO: Value Statements

SEE ALSO: Conflict of Interest Policy

SEE ALSO: Sarbanes-Oxley Act of 2002

A code of ethics is a set of principles to guide a nonprofit organization’s decision making and activities, as well as the behavior of its employees, volunteers, and board members. The purpose of adopting a formal code is to provide employees, volunteers and board members with guidelines for making ethical choices in the conduct of their work on behalf of the organization. Honesty, integrity, and fair practices create a solid foundation that earns the public’s trust. A code of ethics is the expression of that solid foundation. When board members of a nonprofit adopt a code of ethics, they are expressing their commitment to ethical behavior.

Board Member Reimbursement & Compensation

Board members, officers, and employees may be required to travel or incur other expenses from time to time to conduct company business and to further the mission of a nonprofit organization. The purpose of this policy is to ensure that

(a) adequate cost controls are in place

(b) travel and other expenditures are appropriate, and

(c) to provide a uniform and consistent approach for the timely reimbursement of authorized expenses incurred. [5]

Resources & Sample Documents

General

National Council of Nonprofits: Board Development

National Council of Nonprofits: Roles & Responsibilities of Nonprofit Boards

Nonprofit Resource Center: Sample Governance Policies & Procedures

Board Member Handbook/Governance Manual

Sample Governance Manual

National Council of Nonprofits: Sample Board Orientation Manual Table of Contents

Recruitment

Bridgespan/Boardsource: Building A Diverse Board

UWyo: Why You Should Recruit & How

CEffect.com: Throw Away Your Old Board Recruitment Matrix

BlueAvocado: What to Do With Board Members Who Won't Do Anything

Orientation & Training

ChorusAmerica: Sample Board Training Checklist

National Council of Nonprofits: Board Orientation Resources

Attendance Policy

Sample Board Attendance Policy

Board Meetings

SEE ALSO: Board Resolution & Minutes Book

Sample Board Meeting Work Plan

Code of Ethics & Conduct

National Council of Nonprofits: Ethics & Accountability in the Nonprofit Sector

Michigan Association of Nonprofits: Sample Code of Ethics

Independent Sector: Sample Code of Ethics

Reimbursement & Compensation

Sample Reimbursement Policy

Sample Board Reimbursement Policy

Board Job Descriptions

Nonprofit Resource Center: Board Job Descriptions

Board Term Limits

Nonprofit Resource Center: Board Term Limits

CEffect: Term Limits: Pros & Cons

Philanthropy.com: Five Reasons Boards Should Have Term Limits

Board Member Giving Policy

Bridgespan/Boardsource: Board Member Personal Contributions

Board Self Assessments

National Council of Nonprofits: Board Self Assessments

Notes

  1. http://www.bridgespan.org/Publications-and-Tools/Hiring-Nonprofit-Leaders/Recruiting-Board-Members/Board-Orientation.aspx
  2. http://smallbusiness.chron.com/attendance-policies-board-meetings-69632.html
  3. http://nonprofitconversation.blogspot.com/2009/06/importance-of-board-attendance.html
  4. http://nonprofitconversation.blogspot.com/2009/06/importance-of-board-attendance.html
  5. http://www.nonprofitmaine.org/wp-content/uploads/2013/04/ExpenseReimbursementSample.pdf