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The Elements of a High Performing Nonprofit Board of Directors

04.28.2011

Nonprofit organizations want to know, “What does a high-performing board look like?” Well, it depends!  It depends upon the type of organization, the size of the organization, the mission of the organization, the financial wherewithal of the organization, and other factors.  In general, every organization should strive to have a Board that is diverse enough in skill-sets, backgrounds, contacts, and resources to benefit the organization.  Furthermore, the Board generally should be representative of the people and community that the organization serves.  A Board should not be selected solely to be large donors to the organization or to “rubber stamp” the actions of the Executive Director and other officers of the organization.  Furthermore, a Board generally should not consist of mostly “insiders” who run the organization on a day-to-day basis or who provide substantial services to the organization.  Board members generally should be independent and neither related to the ED or other officers of the organization, nor dependent upon the organization financially.  Of course, the ED can be a member of the Board and should provide valuable input as to the day-to-day needs of the organization, but the ED should not be in position to substantially influence the Board’s decisions regarding the organization.  The Board also should have an engaged and regularly-attending Chairman who runs the meeting in a smooth and predictable way.  This takes practice and requires regularly scheduled meetings of the Board to become comfortable and routine.  Finally, a healthy organization constantly has new Board members rotating on the Board as experienced members rotate off the Board.  A Nominating Committee appointed by the Board can help make this happen so that the Board does not become staid. 

Board meetings are a critical piece of effective governance and in the author’s experience monthly meetings work well if convenient for all members of the Board.  If monthly Board meetings are burdensome, then monthly meetings of an Executive Committee appointed by the Board coupled with quarterly meetings of the Board can be very effective.  Board meetings held less often than quarterly generally last too long and become unmanageable.  An annual Board retreat with a focused agenda—even if just for one day—usually is very beneficial.  All organizations should remember as well that, unless the organization’s governing documents and policies state otherwise, Board meetings need not be held in person, but can be held via teleconference or even via the internet.  Lastly, minimize chit chat, have an agenda, and do your best to limit Board meetings to no more than two hours.  This is a big part of the Chairman’s job.  Even the most focused individuals become easily distracted after two hours of meeting time.  

Board Committees are also a critical aspect of a high performing governing body.  If at all possible and manageable, the Committees of the Board should be numerous, robust, and active.  Committees should consist of individuals—one or two of whom should be Board members, but not all—with the disposition and training to address the particular subject of the Committee.  Generally speaking, a Committee should consist of only 4 to 6 individuals.  A larger group usually has a difficult time making decisions and moving forward.  A smaller group lacks the resources and divergent perspectives to be of any assistance to the Board.  Common committees appointed by the Board include the following:  An Executive Committee, a Governance Committee, a Finance Committee, an Audit Committee, a Nominating Committee, a Fundraising Committee, an Events or Program Committee, a Compensation Committee, and a Marketing Committee.  Former Board members are great candidates for Committees.  Further, the ED or other appropriate officer of the organization generally should serve on the relevant Committee (e.g., the CFO should serve on the Finance Committee).  A larger organization may be able to have multiple Committees with no two members being the same, while a smaller organization may need certain individuals to serve on multiple Committees.