Staffing the Board

Business executives discussing about succession planning

Staffing the Board

Vast majority of content
in this topic applies to for-profits and nonprofits. This book also covers this topic.

Developing, Operating and Restoring Your Nonprofit Board - Book Cover

Sections of This Topic Include

Composition of Members
Board Size
Term Limits
Board Succession Planning
Recruiting Members
Joining Boards
Director Compensation
Improving and Removing Members

Also consider
Related Library Topics

Learn More in the Library’s Blogs Related to This Topic

In addition to the articles on this current page, also see
the following blogs that have posts related to this topic. Scan
down the blog’s page to see various posts. Also see the section
“Recent Blog Posts” in the sidebar of the blog or click
on “next” near the bottom of a post in the blog. The
blog also links to numerous free related resources.

Library’s
Boards of Directors Blog
Library’s
Nonprofit Capacity Building Blog

Composition of Members

For the Category of Boards of Directors:

To round out your knowledge of this Library topic, you may
want to review some related topics, available from the link below.
Each of the related topics includes free, online resources.

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selected for their relevance and highly practical nature.

Related Library Topics

Recommended Books

January 18, 2022October 5, 2022

Basic Sample of Board of Directors Meeting Minutes

A secretary taking the minutes of a business meeting

Basic Sample of Board of Directors Meeting Minutes

Vast majority of content in this topic applies to for-profits and nonprofits. This book also covers this topic.

Description

The following sample agenda represents typical format and content of a board meeting minutes report. This sample should be customized to the particular culture and purpose of the organization. Note that board meeting minutes are very important.

Minutes are considered legal documents by the auditors, IRS and courts, and they represent the actions of the board. Many assert that if it’s not in the minutes, it didn’t happen.

There is no standardized level of content and format for board minutes. In courts, as important as what you did is that you were reasonable when you did it. Therefore, sufficient information should be included to describe how board members reasonably came to reasonable decisions.

Include the name of the organization, date and time of meeting, who called it to order, who attended and if there a quorum, all motions made, any conflicts of interest or abstainment from voting, when the meeting ended and who developed the minutes.

The secretary of the board usually takes minutes during meetings. Written minutes are distributed to board members before each meeting for member’s review. Minutes for the previous meeting should be
reviewed right away in the next meeting. Any changes should be amended to the minutes and a new version submitted before the next meeting where the new version is reviewed to be accepted. Minutes should be retained in a manual and shared with all board members.

Sample of Board Meeting Minutes
Name of Organization
(Board Meeting Minutes: Month Day,
Year)
(time and location)

Board Members:
Present: Bhata Bhatacharia, Jon White Bear, Douglas Carver, Elizabeth Drucker, Pat Kyumoto, Jack Porter, Mary Rifkin and Leslie Zevon
Absent: Melissa Johnson
Quorum present? Yes

Others Present:
Exec. Director: Sheila Swanson
Other: Susan Johns, Consulting Accountant

Proceedings:

Meeting called to order at 7:00 p.m. by Chair, Elizabeth Drucker
(Last month’s) meeting minutes were amended and approved

Chief Executive’s Report:

Recommends that if we not able to find a new facility by the end of this month, the organization should stay where in the current location over the winter. After brief discussion, Board agreed.
Staff member, Jackson Browne, and Swanson attended the National Practitioner’s Network meeting in Atlanta last month and gave a brief extemporaneous presentation. Both are invited back next year to give a longer presentation about our organization. After brief discussion, Board congratulated Swanson and asked her to pass on their congratulations to Browne as well.
Drucker asserts that our organization must ensure its name is associated with whatever materials are distributed at that practitioner’s meeting next year. The organization should generate revenues where possible from the materials, too.
Swanson mentioned that staff member, Sheila Anderson’s husband is ill and in the hospital. MOTION to send a gift to Anderson’s husband, expressing the organization’s sympathy and support; seconded and passed.

Finance Committee report provided by Chair, Elizabeth Drucker:

Drucker explained that consultant, Susan Johns, reviewed the organization’s bookkeeping procedures and found them to be satisfactory, in preparation for the upcoming yearly financial audit. Funds recommends that our company ensure the auditor provides a management letter along with the audit financial report.
Drucker reviewed highlights, trends and issues from the balance sheet, income statement and cash flow statement. Issues include that high accounts receivables require Finance Committee attention to policies and procedures to ensure our organization receives more payments on time. After brief discussion of the issues and suggestions about how to ensure receiving payments on time, MOTION to accept financial statements; seconded and passed.

Board Development Committee’s report provided by Chair, Douglas Carver:

Carver reminded the Board of the scheduled retreat coming up in three months, and provided a drafted retreat schedule for board review. MOTION to accept the retreat agenda; seconded and passed.
Carver presented members with a draft of the reworded By-laws paragraph that would allow members to conduct actions over electronic mail. Carver suggested review and a resolution to change the By-laws accordingly. Kyumoto suggested that Swanson first seek legal counsel to verify if the proposed change is consistent with state statute. Swanson agreed to accept this action and notify members of the outcome in the next Board meeting.

Other business:

Porter noted that he was working with staff member, Jacob Smith, to help develop an information management systems plan, and that two weeks ago he (Porter) had mailed members three resumes from consultants to help with the plan. In the mailing, Porter asked members for their opinions to help select a consultant.
Porter asked members for their opinions. (NOTE: Zevon noted that she was also a computer consultant and was concerned about conflict of interest in her Board role regarding this selection, and asked to be ABSTAINED from this selection. Members agreed.) The majority of members agreed on Lease-or-Buy Consultants. MOTION to use Lease-or-Buy Consultants; seconded and passed.
Swanson announced that she had recently hired a new secretary, Karla Writewell.

Assessment of the Meeting:

Kyumoto noted that the past three meetings have run over the intended two-hour time slot by half an hour. He asked members to be more mindful and focused during discussions, and suggested that the Board Development Chair take an action to identify solutions to this issue. Chair, Carver, agreed.

· Meeting adjourned at 9:30 p.m.
· Minutes submitted by Secretary, Bhata Bhatacharia.

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January 18, 2022October 5, 2022

(Sample!) “Supervisory Skills Development Plan” for an Executive Director Who’s Struggling with Supervisory Skills

Young woman with black folder explaining to her supervisor

(Sample!) “Supervisory Skills Development Plan”
for an Executive Director Who’s Struggling with Supervisory Skills

The document is a sample of a rather detailed, emergency-driven development plan from a board to an executive director, “Jim Struggles,” who struggles to develop basic supervisory skills in his leadership role of Agency-in-Need. Typically, a board is not this hands-on, unless the chief executive clearly needs the help. This struggle is not all that uncommon, particularly with leaders who are highly entrepreneurial. This type of development plan might be posed by a Personnel Committee, staffed by one or two experienced managers who recognize the need for the change in management style by the executive director. The plan would be reviewed by the Committee with the Board Chair and then, if acceptable, posed to the chief executive to work an accommodating arrangement. Next, the entire board might review and authorize the plan if there is not strong contention (in which case, there may be other issues to work). This plan could be adopted by the chief executive and the board as mutual means to develop the chief executive and ensure the long-term health of the organization. Note that detailed nature of this plan is to provide Jim an example of the clear, specific nature needed by him in his performance reviews of his staff — an area in which he struggles.

Description

Considering the specific staff-related issues now in Organization-in-Need and the supervisory area where the Executive Director, Jim Struggles, agrees he needs to improve, the Board Development and Personnel Committee suggests that Jim implement this supervisory skills development plan. This “back to the basics” plan is straightforward, specific and starts small for now. After the following activities have been conducted reliably, then the plan could be embellished. Consistent performance of the following activities by Jim will develop more stability in Organization-in-Need , ultimately requiring less supervisoral time from Jim, making Jim more proactive, increasing staff morale and improving performance. Note that this plan is focused specifically to supporting Jim’s supervisory skills and does not replace the formal performance evaluation conducted once a year by the Organization-in-Need board.

1. Realign his priorities (this development plan guides this realignment)
– he considers himself weak in needed supervisory skills, and ends up focusing on doing what he’s good at and what has built Organization-in-Need so far: fundraising (nonprofit only), speaking and organizing
– for now he needs to refocus more on internal development and less on expansion
– he should stay around the office more to conduct the following supervisoral activities

2. Manage staff performance — performance based on behaviors in the workplace
(Note that the following suggestions should be in accordance with the organization’s official (authorized by the board) personnel policies.)
– avoiding performance issues ultimately decreases morale, decreases Jim’s credibility, decreases Organization-in-Need’s overall effectiveness and wastes more of Jim’s time when he resorts to doing other staff’s jobs because they don’t seem capable of doing them
– he should consistently get written weekly status reports from direct reports; these are useful for understanding and monitoring work, and as a basis for training new staff if needed
– when an important job is not done or is done poorly, immediately tell the employee and store away a brief note of reminder about the event; ask the staff member if they need any special resources they don’t currently have to complete the job, and if so, see that they soon get the resources; if the resources are personal in nature, e.g., they need therapy, then be empathetic, but realize this is their responsibility and continue to focus on their conducting the behaviors needed to effectively do their job at Organization-in-Need
– on a second occurrence of a job being done poorly by the employee, write a memo to the employee and present it to him or her in a meeting; in the memo, indicate what you saw that needs improvement, that you talked to the employee before and on what date, again ask if there’s anything you can do to help the employee improve. Tell the board of the situation.
– on the third occurrence of a job being done poorly, promptly document the issue in a “warning” memo again provided to the employee in a 1-on-1 meeting; in the memo, describe the issue including previous conversations about the issue, and warn that if the issue occurs again, they will be fired
– on the fourth occurrence, fire the employee (Organization-in-Need deserves good employees!!!)

3. Consistently hold staff meetings (builds teams, reduces stress and Jim’s so he is more proactive)
– this ultimately produces more efficient time management and supervision for Jim
– for clarity, focus and morale, be sure to use agendas and ensure follow-up minutes
– in meetings, review the overall condition of Agency-in-Need and review recent successes of Agency-in-Need
– in meetings, have each member give an overview of current activities and planned activities
– in meetings, plan the activities that require mutual coordination among managers

4. Have consistent 1-on-1 monthly meetings with direct reports
– this ultimately produces more efficient time management and supervision
– guide “sudden” supervisoral issues to be handled later, in these 1-on-1 meetings
– review completed activities and planned activities (more specifically than in staff meetings); it’s typical to be surprised at what and how much is going on of which the leader isn’t aware
– leave time near the end of the meetings for Q and A from the staff member
– start basic performance reviews with each staff; these meetings will greatly facilitate performance review planning and implementation; these reviews build accountability and morale; staff deserve reviews; include the staff member’s input to the reviews

5. Manage and report on the budget
– Jim has many of the skills needed to manage the budget; he needs refocus to the budget
– he should analyze the budget himself, including for a) highlights, b) trends and c) issues
– he should present this information himself in a report to the board

6. Establish and enforce personnel policies and procedures to effectively deal with recurrent issues
– make a list of recurrent issues, e.g., staff doesn’t promptly hand in client payments
– write a policy with a procedure for each issue, e.g., of how payments should be handled
– have the board personnel committee review the policy
– work the policy — make every effort not to perform the procedure himself

7. Cap his work hours at a maximum of 50 hours a week
– these suggested activities will likely be somewhat uncomfortable (at first) for Jim — board members hope that he’ll likely come to appreciate the simplicity and benefits of these regular actions
– this cap is a rather straightforward measure to help ensure a reasonable stress and work load

8. Once a year, schedule a half-day session with all staff to update policies and procedures
– for smaller organizations that are usually averse to policies, this once-a-year event seems to effectively focus staff attention on policies and procedures, ensure all staff members are aware of them and ensure policies exist where needed

Milestones for Implementation of this Plan
This plan produces certain tangible outputs which can reviewed to help guide Jim’s implementation of this development plan. Board members are available to help guide Jim in this effort, but would like to see items done by certain dates to ensure they’re not lost in a crack. Members would like to see Jim drive the effort to produce the following items by the following due dates.

	Items to Review	“Due” Date
1.	performance-issue letters — Members are aware of two issues which deserve warning letters now; members would like to see the drafted letters	Nov 17, `98
2.	staff meeting agendas and minutes	monthly for several months
3.	status reports from direct reports	examples in Dec and Jan
4.	performance reviews — a) Jim’s drafted procedure of how he’d like to carry out these reviews, b) drafted reviews for all direct reports, and c) final reviews after having met with direct reports	a) in Jan, `99 b) some drafts in Feb `99 c) some finals as they occur
5.	budget reports — these can be presented to board members in regular board meetings; perhaps the Finance Committee could help Jim to understand the notion of “highlights, trends and issues”?	in monthly board meetings
6.	current issues and associated drafted policies and procedures — Jim mentioned several issues to me in our meeting today	Dec. 15, `98

Return to Board of Director’s Evaluation of Chief Executive

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January 18, 2022February 8, 2023

Overview of Roles and Responsibilities of Corporate Board of Directors

Executive addressing his employee while writing on a white board

Overview of Roles and Responsibilities of Corporate Board
of Directors

© Copyright Carter McNamara, MBA, PhD, Authenticity Consulting, LLC. Also
see Carter’s Board Blog (for for-profits and nonprofits).

Vast majority of content in this topic applies to for-profits and nonprofits. This book also covers this topic.

There are a variety of views about the roles and responsibilities of a board of directors and most of these views share common themes. This document attempts to portray those themes by depicting various views. Simply put, a board of directors is a group of people legally charged with the responsibility to govern a corporation.

In a for-profit corporation, the board of directors is responsible to the stockholders — a more progressive perspective is that the board is responsible to the stakeholders, that is, to everyone who is interested and/or can be effected by the corporation. In a nonprofit corporation, the board reports to stakeholders, particularly the local communities which the nonprofit serves.

(Be sure to also review information in the sections Sample Job Descriptions and Board and Staff Roles.)

Major Duties of Board of Directors
Seven Areas of Responsibility
Additional Perspectives on Board Roles and Responsibilities

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Related Library Topics

Learn More in the Library’s Blogs Related to Board Roles and Responsibilities

In addition to the articles on this current page, see the following blogs which have posts related to Board Roles and Responsibilities. Scan down the blog’s page to see various posts. Also see the section “Recent Blog Posts” in the sidebar of the blog or click on “next” near the bottom of a post in the blog.

Major Duties of Board of Directors

Brenda Hanlon, in In Boards We Trust, suggests the following duties (as slightly modified by Carter McNamara to be “nonprofit/for-profit neutral”).

1. Provide continuity for the organization by setting up a corporation or legal existence, and to represent the organization’s point of view through interpretation of its products and services, and advocacy for them

2. Select and appoint a chief executive to whom responsibility for the administration of the organization is delegated, including:

– to review and evaluate his/her performance regularly on the basis of a specific job description, including executive relations with the board, leadership in the organization, in product/service/program planning and implementation, and in management of the organization and its personnel

– to offer administrative guidance and determine whether to retain or dismiss the executive

3. Govern the organization by broad policies and objectives, formulated and agreed upon by the chief executive and employees, including to assign priorities and ensure the organization’s capacity to carry out products/services/programs by continually reviewing its work

4. Acquire sufficient resources for the organization’s operations and to finance the products/services/programs adequately

5. Account to the stockholders (in the case of a for-profit) or public (in the case of a nonprofit) for the products and services of the organization and expenditures of its funds, including:

– to provide for fiscal accountability, approve the budget, and formulate policies related to contracts from public or private resources

– to accept responsibility for all conditions and policies attached to new, innovative, or experimental products/services/programs.

Major Responsibilities of Board of Directors

BoardSource, in their booklet “Ten Basic Responsibilities of Nonprofit Boards”, itemize the following 10 responsibilities for nonprofit boards. (However, these responsibilities are also relevant to for-profit boards.)

1. Determine the Organization’s Mission and Purpose

2. Select the Executive

3. Support the Executive and Review His or Her Performance

4. Ensure Effective Organizational Planning

5. Ensure Adequate Resources

6. Manage Resources Effectively

7. Determine and Monitor the Organization’s Products, Services and Programs

8. Enhance the Organization’s Public Image

9. Serve as a Court of Appeal

10. Assess Its Own Performance

For more information about each of these responsibilities in nonprofits, see
Becoming a More Effective Nonprofit Board

Additional Perspectives on Board Roles and Responsibilities

For the Category of Boards of Directors:

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Also, scan the Recommended Books listed below. They have been selected for their relevance and highly practical nature.

January 18, 2022October 5, 2022

Sample Board of Directors Recruitment Grid

Sample Board of Directors Recruitment Grid

© Copyright Carter McNamara, MBA, PhD, Authenticity Consulting, LLC. Also
see Carter’s
Board Blog (for for-profits and nonprofits).

Sample Board of Directors Recruitment Grid

Return to Recruiting
and Orienting New Board Members

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Each of the related topics includes free, online resources.

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selected for their relevance and highly practical nature.

Related Library Topics

Recommended Books

January 18, 2022October 5, 2022

Guidelines for Recruiting New Board Members

Guidelines for Recruiting New Board Members

Vast majority of content in this topic applies to for-profits and nonprofits. This book also covers this topic.

The following guidelines should be modified as necessary to conform to the particular culture and purpose of the organization.

It’s very important to keep the perspective that your board deserves highly skilled and participative board members. Don’t erode your goals and believe that you are lucky to get anyone at all.

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 By-laws 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.

7. 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.

8. 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.

9. 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.

10. Notify new members (those who have been elected) and invite them to subsequent board meetings and the board orientation.

See the following link that explains what a potential board member should consider before joining a board

5 Things to Consider Before Joining a Board of Directors

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Also, scan the Recommended Books listed below. They have been selected for their relevance and highly practical nature.

January 18, 2022October 5, 2022

Orienting New Members to Boards of Directors

People at the office facing white Board in a meeting

Orienting New
Members to Boards of Directors

Vast majority of content
in this topic applies to for-profits and nonprofits. This book also covers this topic.

Board orientation is intended to prepare
new board members for their board role in the organization. Orientation
is also extremely useful for all members to ensure they are operating
from the same “script.” Whether done only with new members
or with the entire board, orientation is a strong team-building
activity that should be conducted once a year, either before a
regular board meeting or during the retreat — particularly after
new board members have been recruited.

1. The board chair and the chief executive typically facilitate
the orientation session.

2. Ensure introductions and consider using name tags.

3. Review several topics, including:
– the Board Manual (see “Board Manual Index”)
– mission, vision and values of the organization
– some the organization’s history
– roles and responsibilities of the board and the staff
– administrative calendar which schedules major activities of
the board
– organizational chart, including the list of current and planned
committees
– about how the board conducts meetings, including relevant actions
from the
Roberts’ Rules of Order

4. Ensure adequate time for questions and answers.

5. Consider assigning a “buddy,” or current board member
to help orient a new board member.

6. Involve new members as soon as possible in relevant committees
by asking new members to consider membership on a current or new
committees.

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New Board Members

For the Category of Boards of Directors:

To round out your knowledge of this Library topic, you may want to review some related topics, available from the link below. Each of the related topics includes free, online resources.

Also, scan the Recommended Books listed below. They have been selected for their relevance and highly practical nature.

Related Library Topics

Recommended Books

January 18, 2022October 5, 2022

Sample Board of Directors Meeting Agenda

Sample Board of Directors Meeting Agenda

© Copyright Carter
McNamara, MBA, PhD, Authenticity Consulting, LLC. Also see Carter’s
Board Blog (for for-profits and nonprofits).

Vast majority of content
in this topic applies to for-profits and nonprofits. This book also covers this topic.

The following sample agenda represents
the typical format and content of a board meeting agenda. This
sample should be customized to the particular culture and purpose
of the agency.

Ideally, an agenda also includes suggested times in which to address each topic.

(Name of Agency)
Board Meeting Agenda
(Month Day, Year)
(Location)
(Planned Starting Time to Ending Time)

Activity	Action
Minutes from previous meeting	Approval
Chief Executive’s Report	Discussion
Finance Committee’s Report	Approve Budget Changes
Development Committee’s Report (nonprofit)	Approve Fundraising Plan
Board Development Committee	Approve Plans for Retreat Adopt Resolution to Change ByLaws
Other Business – Old – New – Announcements
Roundtable Evaluation of Meeting Review of Actions from Meeting
Adjourn

Frequent reasons for poor board meetings: insufficient
time to review materials before the meeting, insufficient member
participation and poor time management during the meeting.)

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January 18, 2022October 5, 2022

Sample Contents of Board Member’s Manual

Woman writing down something on a digital tablet

Sample Contents of Board Member’s Manual

Vast majority of content in this topic applies to for-profits and nonprofits. This book also covers this topic.

Introduction
Contents of board policies manuals may differ somewhat among different organizations, depending on the needs and nature of the organization. Regardless of the content, manuals should be provided to each Board member. This manual greatly helps to orient and train new Board members, and ensure efficient organization and access to these materials. The following items are certainly not required for all manuals, but provide handy reference for consideration by each organization about what to include in their manuals.

LEGAL DESCRIPTIONS
Charter Documents
Articles of Incorporation (if applicable)
IRS letter granting 501(c)(3) status (nonprofit-specific)
(other exemptions from taxes) (nonprofit-specific)
Licenses and Permits
Registration for Solicitation (nonprofit-specific)

STRATEGIC PLAN
Strategic Plan Document
Mission, Vision and Values Statements
Goals and Strategies
Action Planning (objectives, responsibilities, timelines, etc.)
Status Reports

BOARD ORGANIZATION/OPERATIONS
Bylaws and Policies
Board Bylaws
Resolutions
Code of Ethics and Code of Conduct (including conflict-of-interest policy)
Board Meeting Attendance Policy
Guidelines for Recruiting, Orienting, Informing and Removing Members
Guidelines for Evaluating Board
Guidelines for Evaluation Chief Executive Officer

Board Organization and Membership
Organization Chart of Board
Roles and Responsibilities of Board
Job Descriptions of Board Officers and Other Members
Board Committees and Charters
List of Board Members (their organizations, contact information, etc.)
Board Member Biographies

Board Operations
Board Calendar
Work Plans (“to-do” list for each Board Committee)
Board Meeting Agendas and Minutes
Committee Meeting Agendas and Minutes
Reports from Chief Executive

PROGRAMS/PRODUCTS AND MARKETING
Description of Programs, Products and Services
Descriptions
Service Objectives (nonprofit-specific)
Income Objectives
Evaluation Results

Marketing and Promotions
Marketing and Promotions Plan
Market Analyses
Positioning Statement
Brochures, articles, etc.

FINANCE/FUNDRAISING (fundraising is nonprofit-specific)

Financial Management
Fiscal Policies
Internal Control Policies (bookkeeping controls)
Collections for Accounts Past Due
Tracking In-Kind Donations (nonprofit-specific)
Tracking Volunteer Hours (nonprofit-specific)
Travel Reimbursements
Other Reimbursements

Financial Records/Data
Yearly Budget
Budget Narrative
Cash Flow Reports
Program Budgets
Financial Statements
Financial Analysis
Audit Reports

Fundraising (nonprofit-specific)

Fundraising Plan
Lists of Sources
Lists of Donors
Fundraising Reports

COMMUNITY/PUBLIC RELATIONS
Interview Guidelines
Scripts (for reference during interviews)
Listing of Major Stakeholders and Contacts
Public Event Planning

PERSONNEL AND POLICIES
Staff Organization and Data
Organization Chart
Job Descriptions
Staff Address List
Staff Information Form

Personnel (Staff) Policies and Procedures
Benefits and Compensation
Code of Ethics and Code of Conduct
Conference Room Layout / Reserving Rooms
Diversity Plan
Dress Code
During Chief Executive’s Absence
In Case of Fire
Forms to Check Out Keys
Use of Kitchen Area
Large Mailings and Copy Lists
Office Forms
Office Supplies
Performance Management Policies (performance appraisal, firing, etc.)
Receptionist/Program Assistance Advance Notice
Snow Days
Special Recognitions
Telephone Coverage
Time Tracking
Vacations

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For the Category of Boards of Directors:

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January 18, 2022October 5, 2022

Some Legal Considerations for Board Members

Some Legal Considerations for Board
Members

Also consider
Related Library Topics

When Considering Legal Protection for Directors
and the Organization, Consider the Following

– Directors cannot abdicate their responsibility to be in charge
and to direct
– Directors must make certain the organization is operating within
a legal framework
– Directors have a legal responsibility for the protection of
all assets
– Directors must validate all major contracts by giving and recording
formal approval
– Directors must attend most board meetings, not just on occasion.
Absence from a board meeting does not release the director from
responsibility for decisions made. A pattern of absence may indeed
be presumed to increase an individual’s liability because
she/he cannot demonstrate a serious dedication to the obligations
of the position.
– There is no absolute protection against someone bringing suit
against you. Conscientious performance is the standard. The best
defense is a good offense: strive hard to do everything right
and be able to show that you tried hard, then you are much more
like to be OK.
– Remember: The assumption in the law is not necessarily that
you must make the correct decision, but that you must make the
decision correctly. (It helps greatly to be able to show that
the board made serious consideration of an action before the action
was taken. Board minutes should reflect this care taken.) It is
not a crime to be wrong, but did you ask the right questions and
respond as another reasonable individual would in that situation?
– Board members are more at risk for taking no action than for
taking the wrong action for the right reasons.
– While you have the right to rely on information supplied to
you in due form, and on the accuracy and integrity of others (particularly
in areas of special competence) you must use reasonable judgment
in this area, too.
– If it smells fishy, find out where it has been swimming — and
how long it has been dead.

Key Suggestions

– Attend meetings
– Read minutes and make sure they are correct
– Record objections and ensure a debate on controversial or difficult
issues. It is your duty to review plans and policies and how they
are carried out, not to be accommodating to people because they
have been around for a long time in the organization and are doing
their best.
– Always have comprehensive and up-to-date personnel policies
that are reviewed by a professional, authorized by the board and
well understood by management. If a manager’s actions are not
in accordance with a policy, courts will usually assume the manager’s
acts to be the official stance of the organization and to have
superseded the policies.
– Ensure that all employment and income taxes are paid. Understand
the distinction per the IRS between an “employee” and
an “independent contractor.”
– Schedule a presentation from an insurance agent who is well
versed in board liability matters. Have him or her explain: general
liability, professional liability, workers compensation, asset
protection, and directors and officers insurance. If you get directors
and officers insurance, be sure the policy covers employee suits
against the organization.
– Review financial statements and insist on understanding them.
Most boards probably should have two levels of reporting: in detail
for a sophisticated finance committee, and in a simplified form
for monthly reports to the rest of the board, supplying data which
has been reviewed by the finance committee.

Trust – But Verify!

Additional Information Focused on Nonprofit Boards

Should Nonprofit Board of Director Worry About Personal Liability?

How to Protect Your Nonprofit�s Board Members

Return to Toolkit for
Boards of Directors

For the Category of Legal:

To round out your knowledge of this Library topic, you may want to review some related topics, available from the link below. Each of the related topics includes free, online resources.

Also, scan the Recommended Books listed below. They have been selected for their relevance and highly practical nature.

Related Library Topics

Recommended Books

Staffing the Board

Sections of This Topic Include

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Composition of Members

General

Independence of Members

Board Diversity

Women on the Board

Board Size

Term Limits

Board Succession Planning

Recruiting Members

Electing Directors

Nonprofit

Joining Boards

Director Compensation

Improving and Removing Members

For the Category of Boards of Directors:

Basic Sample of Board of Directors Meeting Minutes

Description

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(Sample!) “Supervisory Skills Development Plan” for an Executive Director Who’s Struggling with Supervisory Skills

Description

For the Category of Boards of Directors:

Overview of Roles and Responsibilities of Corporate Board of Directors

Learn More in the Library’s Blogs Related to Board Roles and Responsibilities

Major Duties of Board of Directors

Major Responsibilities of Board of Directors

Additional Perspectives on Board Roles and Responsibilities

For the Category of Boards of Directors:

Sample Board of Directors Recruitment Grid

For the Category of Boards of Directors:

Guidelines for Recruiting New Board Members

For the Category of Boards of Directors:

Orienting New Members to Boards of Directors

For the Category of Boards of Directors:

Sample Board of Directors Meeting Agenda

Activity

Action

For the Category of Boards of Directors:

Sample Contents of Board Member’s Manual

For the Category of Boards of Directors:

Some Legal Considerations for Board Members

When Considering Legal Protection for Directors and the Organization, Consider the Following

Key Suggestions

Trust – But Verify!

Additional Information Focused on Nonprofit Boards

For the Category of Legal:

(Sample!) “Supervisory Skills Development Plan”
for an Executive Director Who’s Struggling with Supervisory Skills

Overview of Roles and Responsibilities of Corporate Board
of Directors

Orienting New
Members to Boards of Directors

Some Legal Considerations for Board
Members

When Considering Legal Protection for Directors
and the Organization, Consider the Following