How To Structure Your Nonprofit Board

Your nonprofit board is one of the vital parts of the machine that is
your nonprofit, so much so that we wrote an entire article about
, covering the major roles they play and the responsibilities they are expected to take on. Because of the work that they do and the influence they have on
your nonprofit as a whole, building your board or making additions to it  can make the difference between a lackluster
group of people and an effective board. We want to help you achieve the latter,
whether you may be looking to get some general information on nonprofit boards,
need a guideline on structuring your board, or are looking to throw some new
people into the mix.

A small word on your Executive Director.

Let’s start at the top floor and then work our way down. The extent of
your Executive Director’s involvement is based solely on your nonprofit and its
board. It must be emphasized, though, that your nonprofit board and the
Executive Director are separate entities that act on their own. The Executive
Director is the figurehead of your nonprofit’s operations with the board working
as the governing entity. That being said, your ED can sit in on meetings, but
typically does not get a vote. This is all done to avoid any conflict of
interests, something that should be discussed at length by your board and ED
and detailed in writing. With that tidbit addressed, on to the rest of the
article!  

Board size.

Having a board for your nonprofit, despite its size, is a legal
requirement. Although state law sets a required minimum of board members your
nonprofit should have (about three, according to Peri Pakroo of Nolo.), federal
law does not have a specific number for board size. This will be dependent on
your nonprofit’s needs, like the types of tasks that need administrative
presence to get done. This in turn will influence what kinds of people you
would like to serve on your board and the kind of experience and knowledge you
need them to have. The size of your board will effect those areas where “If a
board is too small, its members may be overworked and unproductive. If a board
is too large, every member may not have the opportunity to participate
actively,” according to the Bridgespan Group.

If you already have an established board, take a look at the
effectiveness of its individual members and their effectiveness as a whole. See
if there is a need to add more board members and if adding a person or two
would either help or disrupt your current board’s dynamic. Some board members
may need to step down, something that can be remedied in our next point.

Board member terms.

The time an individual serves on your board should be seen as time well
spent, although how much time they will serve is up for debate. There isn’t a
set number for how many terms a board member can serve or how long that term
should be, with the length of term varying from 1-4 years.

Again, the amount of terms and length of each term will be determined
by your nonprofit and its needs. One the one hand, establishing a term limit
will mean that your nonprofit will be able to get fresh perspectives every few
years, along with a new set of people with different knowledge and skill sets.
This will also be beneficial if the needs or goals of your nonprofit change. On
the other hand, having no term limit means that your nonprofit could benefit
from a board whose members have been working together for a long time and have
an established dynamic that works. It becomes a balancing act between old and
new.

To remedy this, Bridgespan Group says that typically nonprofits allow
for board members to serve for two terms with a one term break in between
before returning to the board. This would allow long-standing board members to
step away from your nonprofit and recharge their batteries with the intention
of returning. Another approach, Joanne Fritz of About.com points out, is
staggered board member terms where “one could serve one year, one could serve
two years, and a third could serve for three years” in order to bring in
fresher viewpoints and the potential for new ideas.

Committees.

Because of the varied types of knowledge, skill sets, and life
experiences of each individual board member, it would be in your nonprofit’s
best interests to divide your board into committees. 

There are two kinds of committees:

• : These are permanent
  committees that handle nonprofit finances (such as audit and finance
  committees), project and campaign developments and improvements, administrative
  duties within the nonprofit (such as the governance committee), etc.
  
• : Temporary committees that
  were created to handle a specific project or situation, such as a disruptive
  board member.
  

These committees function in order to help your board operate more effectively through the following aspects, outlined by Peri Pakroo of Nolo:

• : Your board can make use of
  smaller committees to do research and gather data on a particular issue,
  meaning that the board won’t be held up and other members can continue with
  current and upcoming projects or other issues that need immediate attention.
  This smaller committee will later submit their research for discussion with the
  rest of the board and then they will collectively make a decision on the
  matter.
  
• : Because of the huge role
  that the board plays in the running of your nonprofit, playing on their
  strengths has to be a big factor in determining which committee a member should
  be assigned to. However, bear in mind, advises the National Council of
  Nonprofits, that “Some people join boards to share their professional expertise
  with the nonprofit. Others want to do something completely different from their
  normal professional life when they volunteer, so make sure to ask your new
  board member what they are most interested in.”
  
• : Each standing committee has
  its own responsibilities that should be handled behind the scenes and in
  between general board meetings. A committee that deals directly with donations,
  for example, should already have its set of goals and have plans to put them
  into action, such as
  for your nonprofit. The entirety of the board should be involved in the event a larger
  issue needs to be addressed.
  
• : Splitting the work among
  committees allows the board to work with different departments of your nonprofit,
  ensuring that all pertinent areas get equal attention, making your board and
  your nonprofit operate more productively.  
  
• : Your board also carries the
  responsibility everyone in your nonprofit shoulders, to bring in and involve new
  people with your nonprofit. Pakroo gives a very good example of this where “a
  nonprofit that promotes physical fitness for diabetic children might have a
  doctor on one of its program committees.” Bringing in people like that, with
  such a personal investment in your mission, would be a valuable asset for your
  nonprofit.  
  
• : Being a part of a
  committee can help bring new board members out of their shell and encourage
  them to participate. It will also be a good place to “show them the ropes” of
  your nonprofit in a more hands on way. Giving them the opportunity to see the
  board in action will help them become more self-assured and hone their
  leadership skills, which will be useful in the event that older members circulate
  out and they are left with the responsibility of directing their
  committee. 
  

With all of these functions in mind, your nonprofit should assign board
members to specific committees based on their skills, experience, interests,
and availability. Administer tasks among your board members in a way that
ensures that every member is able to participate but doesn’t have too much on
their plate. The maximum number of committees a board member should participate
in is two.

In terms of numbers, the number of people per committee depends on the
need, projects, and tasks at hand. Bridgespan Group advises striking a balance
in numbers because “If a committee is too large, small group of members may
have a disproportionate amount of responsibility. If a committee is too small,
there may not be enough people to get the job done.” Additionally, committees
don’t have to be made up exclusively of board members, though at least one
board member should be involved. Supplement your committee numbers by allowing
staff to participate; involve some of your staff by having one person
designated for each committee.

Finding and recruiting board members.

It goes without saying that assessments of the needs of the nonprofit
and the needs of the current board need to be made initially before considering
adding new board members to the mix. As a good starting point, especially for
those who are putting together their board for the first time, according to the
Nonprofit Answer Guide, members of your board should be made up of people who
cover three key areas: 

• 1/3 individuals who have access
  to financial resources or soliciting donations
  
• 1/3 individuals with management
  expertise in areas of financial, marketing, legal, and the like 
  
• 1/3 individuals connected at the community level, with expertise in
  your service field 
  

Joanne Fritz from About agrees that “it is good to have a mix of core
competencies that could include financial, marketing, technical,
entrepreneurial, legal, and social service skills” in order to create or add to
a board that will be all encompassing and well versed in all aspects of running
your nonprofit. However, if some of your board members find that although they may have some exposure to certain areas in your nonprofit, there is a wealth of resources here such as our articles on some

Using this as a good starting point in considering people for your
board, begin first with your current board. Have a meeting with your current
board to ask if they have any personal recommendations they would like to make
that should be included in your list of prospects. Get their opinion and
consider having your members nominate or identify possible board members. Consider
your most committed and active volunteers and long-standing donor as possible
board members.

Don’t be afraid to look outside of your nonprofit and the nonprofit
sector to find board members, such as those from businesses. Consider business
leaders and “high net-worth individuals in the community,” according to the
Nonprofit Answer Guide. Nonprofit Answer Guide also suggests considering other
characteristics such as “age, gender, diversity, geographic representation, and
familiarity with your cause.”

Utilize your communication
channels, such as your newsletter and social media platforms, specifically
LinkedIn, to put the word out that your nonprofit is in the market for new
board members. Candidates should be measured in how well they are able to line
up with your nonprofit’s cause and your organization’s goals to further that
cause. Make use of websites that help your nonprofit connect with and recruit
volunteers such as these, provided by Nonprofit Answer Guide

• boardnetUSA http://www.boardnetusa.org/public/home.asp
• Volunteermatch http://www.volunteermatch.org/
• 
  
  
  

But at the end of the day, a survey conducted by GuideStar reminds us
of an important point in our search, “Look for someone who is passionate about
your cause.” Fritz agrees as “passion and commitment are just as important, of
not more so than specific skills.”

When you have compiled that list of prospective
board members, reach out to them and if they express an interest in becoming a
part of your nonprofit in such a significant way, invite them to participate in
your new board member orientation, which we will discuss later on in this
article

Orienting your new board members.

Your orientation program for new members is meant to outline the rules,
expectations, roles, and responsibilities of a board member in detail, along
with providing information about and exploring your nonprofit.

To start, while organizing your orientation and gathering together the
related materials, consider creating a board member frequently asked questions
sheet to guide your thinking, as compiled by Peri Pakroo of Nolo. This one page
exercise will lay out the kinds of questions that you should be answering for
prospective board members. The following may seem like obvious questions, but
these are the kinds of questions that we commonly neglect to think of, ask, and
answer:

• What is the organization's mission statement? (If you find that your mission statement is a little murky or needs some TLC, refer to our article on writing your nonprofit mission statement.)
• What is the organization's history?
• What are the
  board members’ responsibilities? 
  
• How long does a board member serve on the board?
• Are there any legal issues that board members should worry about?

This is a valuable exercise as it highlights the kinds of expectations prospective board members will have to fulfill for your nonprofit.

The National Council of Nonprofits provides us with a sample roster of
a typical board member orientation, which we have listed here for your reference
with a few of our own additional points: 

• Nonprofit's history and mission
• Profiles of
  founder, CEO/executive director, current board members, and crucial staff.
  
  
  
• Board member
  general job description and expectations
  
• Board member
  agreement/contract
  
• Conflict of
  interest policy and questionnaire
  
• Recent financial
  reports and audited financials
  
• Bylaws and
  certificate of incorporation
  
• Determination
  letter from the IRS an certificate of tax exemption
  
• Summary of
  Directors’ and Officers’ insurance coverage
  
• Personnel
  policies relating to the CEO/executive director, such as those governing board
  review of the executive’s compensation
  
• Board travel
  reimbursement policy and form to use to request reimbursement
  
• Whistleblower
  policy
  
• Annual report or
  other document that lists the major donors/grantmakers that support the
  nonprofit
  
• List of
  committees, their contracts, who head them, and who serves on them
  
• General nonprofit
  calendar that outlines scheduled events, fundraisers, and campaigns
  
• Calendar of meetings
  for the year ahead
  

As outlined above, there is a lot of information to
cover during orientation. It is recommended that you approach your orientation
in parts so as not to overwhelm new board members and allowing them the time to
process and absorb the information that they have been given. Have seasoned
board members (perhaps the heads of your committees) speak or lead discussions
during the orientation. Their differing positions in the board will give new
members a sense of the varying degrees of involvement they can have and where
they would like to participate. Additionally, pairing up a new board member
with a seasoned board member during the orientation and training processes will
help the new member learn the ropes in a more personal way with the experienced
member.

It would also be a useful activity during the
orientation process to take a trip to the nonprofit’s headquarters, to one of
their volunteer sites, or to one its facilities in order to show the real life
applications of the nonprofit’s mission. New board members can then have some
face to face time with the other people involved who are helping your
nonprofit’s mission move forward.  

Following the completion of the orientation process,
have new members sign a board member contract which outlines everything that
was discussed in the sample orientation roster above and any other pertinent
information in detail and in writing. Don’t forget the small gestures, such as
a phone call from the chairman of the board to a new board member to touch base
before they report for their first board meeting.

Lastly, encourage new board members to ask questions throughout the
entire process! They are there to contribute their time, so keep them engaged
by keeping in the know and educating them about the ins and outs
of running a nonprofit.