| Governance:
Templates and Samples
Board
Member Position Descriptions
Board
Officers Sample Job Description
Evaluating
the Effectiveness of Nonprofit Board of Directors
Individual
Board Member Responsibilities and Personal Characteristics to consider
board
MEMBERS POSITION DESCRIPTIONS
The
following descriptions are taken largely from Kenneth N. Dayton's
Governance is Governance, published by Independent
Sector (1828 L Street NW, Washington DC, 20036, 202/223-8100).
Position
Title: Chairperson of the Board
Function:
- As
Chairperson of the Board, assure that the Board of Trustees fulfills
its responsibilities for the governance of the Institution.
- Be
a partner to the CEO, helping him/her to achieve the mission of
the Institution.
- Optimize
the relationship between the board and management.
Responsibilities:
- Chair
meetings of the Board. See that it functions effectively, interacts
with management optimally, and fulfills all of its duties. With
the CEO develop agendas.
- With
the CEO recommend composition of the Board Committees. Recommend
committee chairperson with an eye to future succession.
- Assist
the CEO in recruiting Board and other talent for whatever volunteer
assignments are needed.
- Reflect
any concerns management has in regard to the role of the Board
of Trustees or individual trustees. Reflect to the CEO the concerns
of the Board of Trustees and other constituencies.
- Present
to the Board an evaluation of the pace, direction, and organizational
strength of the Institution.
- Prepare
a review of the CEO and recommend salary for consideration by
the appropriate committee.
- Annually
focus the Board's attention on matters of institutional governance
that relate to its own structure, role, and relationship to management.
Be assured that the Board is satisfied it has fulfilled all of
its responsibilities.
- Act
as an additional set of eyes and ears.
- Serve
as an alternate spokesperson.
- Fulfill
such other assignments as the Chairman and CEO agree are appropriate
and desirable for the Chairman to perform.
- "The
elected board president (or - chairman of the board) is responsible
for charging committees with work from the strategic plan. Too
often, a president waits until the first quarter of their year
before they give much thought to committee assignments and tasks.
They should be encouraged to review their committees 60 days before
taking office." Click the link below to see detail
information on the free publication, titled: The President's Committee
Planning Workbook. created by Bob Harris, CAE , NonProfitCenter.com,
335 beard Street, Tallahassee, FL32303.
Position
Title: Member, Board of Trustees
Function:
- Provide
governance to the organization, represent it to the community,
and accept the ultimate legal authority for it.
Duties:
Planning
- Approve
the Institution's philosophy and review management's performance
in achieving it.
- Annually
assess the environment and approve the Institution's strategy
in relation to it.
- Annually
review and approve the Institution's plans for funding its strategy.
- Review
and approve the Institution's five year financial goals.
- Annually
review and approve the Institution's budget.
- Approve
major policies.
Organizations
- Elect,
monitor, appraise, advise, support, reward, and, when necessary,
change top management.
- Be
assured that management succession is properly being provided.
- Be
assured that the status of organizational strength and manpower
planning is equal to the requirements of the long range goals.
- Approve
appropriate compensation and benefit policies and practices.
- Propose
a slate of directors to members and fill vacancies as needed.
- Annually
approve the Performance Review of the CEO and establish his/her
compensation based on recommendations of the Personnel Committee
and Chairman of the Board.
- Determine
eligibility for and appoint Board Committees in response to recommendations
of the Nominating Committee.
- Annually
review the performance of the Board and take steps to improve
its performance.
Operations
- Review
the results achieved by management as compared with the Institution's
philosophy, annual and long range goals, and the performance of
similar institutions.
- Be
certain that the financial structure of the Institution is adequate
for its current needs and its long-range strategy.
- Provide
candid and constructive criticism, advice, and comments.
- Approve
major actions of the Institution, such as capital expenditures
and major program and service changes.
Audit
- Be
assured that the Board and its committees are adequately and currently
informed - through reports and other methods - of the condition
of the Institution and its operations.
- Be
assured that published reports properly reflect the operating
results and financial condition of the Institution.
- Ascertain
that management has established appropriate policies to define
and identify conflicts of interest throughout the Institution,
and is diligently administering and enforcing those policies.
- Appoint
independent auditors subject to approval by members.
- Review
compliance with relevant material laws affecting the Institution.
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BOARD
OFFICERS SAMPLE JOB DESCRIPTION
The Minnesota
Council of Nonprofits' Bylaws include Board officer descriptions
for a Chair, Vice-Chair, Secretary and Treasurer, as follows:
Chair:
The Chair shall convene regularly scheduled Board
meetings, shall preside or arrange for other members of the executive
committee to preside at each meeting in the following order: Vice-Chair,
Secretary and Treasurer.
- Oversee
board and executive committee meetings
- Serve
as ex-officio member of all committees
- Work
in partnership with the chief executive to make sure board resolutions
are carried out
- Call
special meetings if necessary
- Appoint
all committee chairs and with the chief executive, recommend who
will serve on committees
- Assist
chief executive in preparing agenda for board meetings
- Assist
chief executive in conducting new board member orientation
- Oversee
searches for a new chief executive
- Coordinate
chief executive's annual performance evaluation
- Work
with the nominating committee to recruit new board members
- Act
as an alternate spokesperson for the organization
- Periodically consult with board members on their
roles and help them assess their performance
Vice Chair:
The Vice-Chair shall
chair committees on special subjects as designated by the board
- Attend
all board meetings
- Serve
on the executive committee
- Carry
out special assignments as requested by the board chair
- Understand
the responsibilities of the board chair and be able to perform
these duties in the chair's absence
- Participate as a vital part of the board leadership
Secretary:
The Secretary shall
be responsible for keeping records of Board actions, including overseeing
the taking of minutes at all board meetings, sending out meeting
announcements, distributing copies of minutes and the agenda to
each Board member, and assuring that corporate records are maintained.
- Attend
all board meetings
- Serve
on the executive committee
- Maintain
all board records and ensure their accuracy and safety
- Review
board minutes
- Assume
responsibilities of the chair in the absence of the board chair,
chair-elect, and vice chair
- Provide
notice of meetings of the board and/or of a committee when such
notice is required
Treasurer:
The Treasurer shall make a report at each Board meeting. Treasurer
shall chair the Finance committee, assist in the preparation of
the budget, help develop fundraising plans, and make financial information
available to Board members and the public.
- Maintain
knowledge of the organization and personal commitment to its goals
and objectives
- Understand
financial accounting for nonprofit organizations
- Serve
as financial officer of the organization and as chairperson of
the finance committee.
- Manage,
with the finance committee, the board's review of and action related
to the board's financial responsibilities.
- Work
with the chief executive and the chief financial officer to ensure
that appropriate financial reports are made available to the board
on a timely basis.
- Assist
the chief executive or the chief financial officer in preparing
the annual budget and presenting the budget to the board for approval.
- Review
the annual audit and answers board members' questions about the
audit.
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Legal
duties of the president and treasurer
While Board
position descriptions can and should be designed to meet the needs
of specific organizations, Minnesota law requires that a nonprofit
have one or more persons exercising the functions of president and
treasurer. The law states that:
- The
president shall
- have
general active management of the business of the corporation;
- when
present, preside at meetings of the board and of the members;
- see
that orders and resolutions of the board are carried into effect;
- sign
and deliver in the name of the corporation deeds, mortgages,
bonds, contracts or other instruments pertaining to the business
of the corporation, except in cases in which the authority to
sign and deliver is required by law to be exercised by another
person or is expressly delegated by the articles or bylaws or
by the board to another officer or agent of the corporation;
- maintain
records of and, when necessary, certify proceedings of the board
and the members; and,
- perform
other duties prescribed by the board.
- The
treasurer shall:
- keep
accurate financial records for the corporation;
- deposit
money, drafts, and checks in the name of and to the credit of
the corporation in the banks and depositories designated by
the board;
- endorse
for deposit notes, checks, and drafts received by the corporation
as ordered by the board, making proper vouchers for the deposit;
- disburse
corporate funds and issue x and drafts in the name of the corporation
as ordered by the board;
- upon
request, provide the president and the board an account of transactions
by the treasurer and of the financial condition of the corporation;
and,
- perform
other duties prescribed by the board of by the president.
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The effectiveness
of the nonprofit Board of Directors can be enhanced by regular assessment
of its activities and performance. An assessment process can help
board members to understand their role, and encourage fulfillment
of board responsibilities. The process need not be complicated;
it can placed on the agenda of a board meeting, or occur regularly
within board meeting discussions through questions that serve to
refocus the board on larger issues. For example, a useful strategy
is to conclude board meetings by asking board members to rate the
meeting on an index card: Were the issues covered today significant?
Did the materials you received prior to the meeting adequately prepare
you to participate in the discussion? Did the board conduct matters
of management or policy? Overall, was the meeting worth your time?
A steady stream of feedback created by these responses and used
by the board chair and executive director can greatly improve the
value of board meetings.
An annual board
assessment gives each board member the opportunity to evaluate the
board's overall effectiveness at accomplishing its goals in a variety
of activity areas. It can be scheduled to occur during a board meeting,
or completed by board members on their own time and returned to
the agency. Results of the evaluation can be shared at the next
board meeting, and appropriate follow-up then determined. A ranking
system reflecting the level of accomplishment within each task may
be useful (1= effective performance, 2=adequate performance, 3=inadequate
performance, U= uncertain), and activities can be grouped into the
following categories:
- Knowledge
of board financial, legal and public responsibilities
- Representation
to the public by the board
- Understanding
and communication of the organization's mission
- Organization's
compliance with legal regulations, licensing and other standards
- Effectiveness
of board practice: Bylaws, committees, procedures
- Approval
of outside counsel (legal, accounting, managerial)
- Relationship
with the Executive Director
- Hiring,
evaluating, managing, and compensating the Executive Director
- Strategic
planning
- Policy
development and approval
- Oversight
of organizational financial structure and activity, including
income, expenses, borrowing, insurance coverage, audits, bank
relations, fund-raising, and other financial procedures
- Board
performance: meeting attendance, discussion participation
- Board
succession and nomination process
- New
board member orientation
For further
information, see, among others, Doing Good Better!, by Edgar
Stoesz and Chester Raber, published in 1994 by Good Books, Intercourse,
PA., and other listings in the Board Member Resource Catalog
available from Board Source
(800/883-6262).
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INDIVIDUAL
BOARD MEMBERS RESPONSIBILITIES AND PERSONAL CHARACTERISTICS TO CONSIDER
- Attend
all board and committee meetings and functions, such as special
events.
- Be
informed about the organization's mission, services, policies,
and programs.
- Review
agenda and supporting materials prior to board and committee meetings.
- Serve
on committees or task forces and offer to take on special assignments.
- Make
a personal financial contribution to the organization.
- Inform
others about the organization.
- Suggest
possible nominees to the board who can make significant contributions
to the work of the board and the organization
- Keep
up-to-date on developments in the organization's field.
- Follow
conflict of interest and confidentiality policies.
- Refrain
from making special requests of the staff.
- Assist
the board in carrying out its fiduciary responsibilities, such
as reviewing the organization's annual financial statements.
Personal
Characteristics to Consider
- Ability
to: listen, analyze, think clearly and creatively, work well with
people individually and in a group.
- Willing
to: prepare for and attend board and committee meetings, ask questions,
take responsibility and follow through on a given assignment,
contribute personal and financial resources in a generous way
according to circumstances, open doors in the community, evaluate
oneself.
- Develop
certain skills if you do not already possess them, such as to:
cultivate and solicit funds, cultivate and recruit board members
and other volunteers, read and understand financial statements,
learn more about the substantive program area of the organization.
- Possess:
honesty, sensitivity to and tolerance of differing views, a friendly,
responsive, and patient approach, community-building skills, personal
integrity, a developed sense of values, concern for your nonprofit's
development, a sense of humor.
From
The
Board Building Cycle. Washington, DC: BoardSource,
1995.
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