Board of Directors
Board Roles And Responsibilities
The Board is ultimately responsible for governing the organization and holds legal responsibility for the organization and its operations. The Board helps develop, support, and defend the organization’s mission. Board members ensure that the organization is responsible to the needs of its stakeholders.
It is important that both the organization and the Board members themselves have a clear understanding of the Boards’ roles and responsibilities and the nature of its interactions with senior management.
The Board should compromise individuals who are willing to dedicate time and resources to the organization. Members should have a Board range of qualities and expertise and recognition among the public. The Board members should complement each other and the organization staff.
The Board And Senior Management
The Board is intended to complement and support the management structure of the organization, partnership and collaboration between the executive director and the Board enhances the successful implementation of policies, service delivery, administrative tasks, and financial management. The executive director and the members of the Board must have distinct, well defined responsibilities. The lines of authority among different people within the organization must be clearly defined. The roles are built upon the mission of the organization.
However, while both the executive director and the Board share responsibility for helping the organization fulfill its mission and goals, their responsibility differ in the following specific ways:
- The executive director is responsible for implementing programmatic activities and for overall management of the organization to meet its goals. In other words, the organization’s senior management directs.
- The Board, on the other hand, makes policies, assisting in setting the strategic direction of the organization, and provides oversight and supervision to ensure that the management and operations of the organization are legal, effective, and appropriate (a fair and ethical). The Board governs and is legally responsible for the organization.
The Primary Functions Of The Board
A) Governance
The Board’s primary function is Governance, or serving as a supervisory and complementary body in the structure and operation of an organization with legal responsibility for its performance. The Boards’ governance responsibilities protect the interests of the organization and its stakeholders. Governance activities can include policy decision making and oversight of the organizations financial and administrative operations.
The Board presides over the establishment and the implementation of organizational policy, strategic planning, budgeting (including the approval of annual budgets), and the preparation of business plans and other important administrative resolutions. The Board helps set strategy and policy objectives, provides feedback on the manner in which the organizations staff intends to meet the objectives (in terms of planned activities, programs, etc), and evaluates the organization’s performance (both financially and in terms of its impact in the community).
The Board also ensures compliance with laws and legislations, including regulations set by donors. The Board is not intended to manage an organization but rather to guide it to achieve its mission through sound strategic plans and rational policies.
The Board’s governance function is collective in nature, and decision should ideally reflect the contributions of all Board members. The executive director should prevent the opinion or contribution of anyone Board member from dominating the rulings of the Board; no Board member should be given special consideration or privileges. Board members should bear in mind that their decisions are to be objective and that personal interests are not to be advanced by their membership on the Board.
B) Support
The Board also supports the organization, working to guarantee its overall success. The Board seeks to strengthen the organization by using, for example, the experience for individual Board members or connections in the community. The supportive functions of the Board also include:
- Encouraging, facilitating, and promoting fundraising efforts; for example, the Board may help the organization hold a fund drive each year or arrange for high profile speakers to appear at benefit events.
- Advertising management and providing technical input according to the Board members’ individual experience and professional capabilities; for example, an accountant on the Board may suggest certain types of financial management reports to better inform donors about the organizations performance.
- Performing tasks related to the organization’s mission, including advocacy activities to promote the organization to stake holders and the general public.
Responsibilities Of The Board
In addition to the roles and functions described above, the Board also has a member of obligations and responsibilities. These ranges from participating in meetings to providing fundamental support for the organization and ensure that its presence in the community is positive and influential.
Ten Basic Responsibilities Of The Board
A) Determine the Organization’s Mission and Purposes
The Board is ultimately for ensuring that the organization is responsive to its stakeholders and that its mission is focused in the needs of the community. The Board involves in the strategic in planning process, especially in developing the organization’s mission statement, which expresses its overall purpose.
B) Select the Executive Director
The Board is responsible for selecting and evaluating the executive director of the organization. The Board must make certain that the executive director can effectively and efficiently direct the organization and manage the organization’s staff in implementing programs and activities.
C) Evaluate the Executive Director
The Board is obligated to evaluate the performance of the executive director. The Board should carry out an annual performance review to assess the accomplishments of the organizations director.
D) Ensure Effective Organizational Planning
The Board must be involved not only in strategic planning to establish a mission and strategic objectives, but also in developing work plans and program design. The Board shall have final approval overall of the organizations strategic plans and work plans.
E) Ensure Adequate Resources
Another important responsibility of the Board is fundraising. The Board must work to ensure that the organization has the resources necessary to achieve its goals and meet the needs of its community. The Board is responsible for assisting the organization in securing this funding.
F) Manage Resources Effectively
The Board is involved in financial decision-making and must approve all annual operating budgets or multi-year budgets. The Board must reinforce policies and procedures that guarantee the appropriate use of money, including the establishment of internal controls. It also regulates the use of large amounts of money and often approves large capital purchases in advance. For example, organization would likely need the Boards consent before buying new vehicles for its outreach services.
The Board also enforces compliance with local laws and with regulations set by donors (for example, requesting separate bank accounts for restricted donor funds). The executive director submits financial reports to the Board on a regular basis, preferably each quarter. The Board reviews the reports and discusses any problems with the director (for example discrepancies in the budget). In addition, the Board should insist on an annual audit of the organization’s finances by an external party and should meet with the auditor and director to discuss the results. The audit reports should be addressed to the Board.
G) Determine, Monitor, and Strengthen Programs and Services
The Board works with the executive director to develop programs that are consistent with the organization’s mission and strategic objectives. It also provides oversight to the implementation of these programs, not in terms of program management (which is done by the executive director and the staff), But in terms of effectiveness.
The Board should evaluate whether the organizations programs are carried out as effectively and efficiently as possible. The Board is responsible for collaborating with the executive director to seek and enforce solutions to problems of poor program performance, waste, and mismanagement.
H) Enhance the Organizations Public Standing
The Board members serve as representatives of the organization on a higher level- in the eyes of the community, the business community, the donor community, the government, and elsewhere. The Board supports and promotes the organization and seeks to communicate the organization’s mission to the public.
I) Ensure Legal and Ethical Integrity and Maintain Accountability
As mentioned, the Board works and develop organizational skills, policies and internal controls to protect against fraud and abuse, ensures that the organization follows local laws and complies with regulations set by donors, and requires regular financial reporting and annual audits. These responsibilities help maintain the organizational accountability.
The Board also maintains the organization’s ethical integrity by encouraging fair practices and moral decision-making by the executive director. Issues of moral concern should be presented to the Board for resolution (for example, if the executive director determines that an accountant is mistreating finances).
J) Recruit and Orient New Board Members
The Board must sustain itself by recruiting new members as needed. When new members join the Board, the group works together to communicate to the new members the organization’s mission, strategy, and work plan, and to orient them to the responsibilities of the Board. The Board also has an ongoing responsibility for helping the executive director deal with major problems. This could include complex personnel problems, addressing audit recommendations, lawsuits etc.
The Structure Of The Board
The board should have a leadership, a chairperson who organizes the board and provides guidance to members. The chairperson also works directly with the executive director to ensure that the relationship between the board and the organization’s staff remains positive and strong. The board’s chairperson is elected, preferably by a majority vote of the board members. Other board positions can also be created, such as vice president, secretary, treasurer or others.
Duties For Chairperson Of The Board
- Oversee board and executive committee meetings.
- Serve as ex officio member of all committees.
- Work in partnership with the executive director to make sure board resolutions are carried out.
- Call special meetings as necessary.
- Appoint all committee chairs and, with the executive director, recommend who will serve on committees.
- Assist executive director in preparing agenda for board meetings.
- Assist executive director in conducting new board member orientation.
- Oversee searches for a new executive director.
- Chairs the executive committee.
- Coordinate executive director’s annual performance evaluation.
- Work with the nominating committee to recruit new board members.
- Coordinate periodic board assessment with the executive director.
- Act as an alternate spokesperson for the organization to the public and media.
- Periodically consult with board members on their roles and help them assess their performance.
Board Activities
In order to achieve its responsibilities and duties as described, the Board schedules regular meetings (at which the executive director is generally also present). The meetings should be held as often as needed, but should not be too frequent, as Board members are volunteers with other jobs and responsibilities. A meeting agenda and any documents supporting specific agenda items should be distributed prior to each session to allow members to prepare. In addition, minutes should be taken at every meeting to document the proceedings and any decision made. If appropriate, the Board secretary should ensure that minutes are taken and distributed to all members. The Board shall also participate, as much as possible, in the organization’s special events and fundraising activities. Often, Board members volunteers their time to the organization to assist with administration matters. The Executive Director is responsible for providing ongoing feedback to the staff about the Board’s recommendations and decisions.
Managing The Board
The Board is responsible for managing itself, under the leadership of its elected chairperson, and for assuring its own performance. The Board’s effectiveness depends both on its composition and on members conduct.
Desired Characteristics Of Board Members
The members of the Board should have the following characteristics.
- They should be RESPONSIVE and willing to stand up for the organization and its mission.
- They should be able to VOLUNTEER time to serve on the Board and to participate in the organizations activities.
- They should have professional SKILLS OR EXPERIENCE that will be valuable to the organization and/or a respected public standing with a high capacity to be influential.
- In addition to these characteristics, Board members are responsible for their personal conduct and for working in the best interest of the organization they serve. They should:
- Serve the needs of the organization first: each Board member must serve the needs of the organization before any personal or business interests.
- Be objective: related to the above statements, a Board member must make objective decisions that are in the best interest of the organization’s mission and future. She/he must be impartial to personal preferences and must analyze issues in the organizations point of view.
Board Policies
The Board’s policies are grounded in and expand the regulations set forth in the organizations by laws. The following are some examples of important policies that the
Board should adopt.
- Conflict of Interests: conflict of interests policies typically require that Board members disclose all activities and information that could be considered a conflict. Board members also refrain from voting matters facing the board when there is a conflict of interests.
- Attendance and Participation: Board members should attend meetings and take part activities. The organization has the policy that remove members from their position in they are continually absent from meetings. If a member misses four consecutive meetings, she/he must defend His/her situation to the Board and the Board must then vote whether or not to dismiss the member.
- Confidentiality: the organization should protect sensitive information from been released. Board members have access to important financial, personnel, and strategic information to sign confidentiality agreements, banning them from sharing any learned information with outside parties.
- Term Length: there is no standard length of commitment for Board members.
- Compensation: board members are volunteers and often are not compensated for their services, although they are quite often reimbursed for expenses related to their services. Example, the organization may give Board members a stipend for all day events or may reimburse them for travel to and from annual meetings.
Board Members Duties
A) General Expectations
- Know and support the organization’s mission, purposes, goals, policies, programs, services, strengths, weaknesses and needs.
- Perform duties of Board membership responsibly, and confirm to the level of competence expected from the Board.
- Suggest possible nominees to assist the organization who are clearly women and men of achievement and distinction and who can make significant contributions to the work of the organization. Serve in leadership positions and accept special assignments willingly and enthusiastically.
B) Meetings
- Prepare for and participate in Board (and committee, if applicable) meetings, including appropriate organizational activities.
- Ask timely and substantive questions at Board/Committee meetings consistent with your principles and convictions.
- Maintain confidentiality of the Board’s agenda and any decisions made.
- Suggest agenda items periodically for Board/committee meetings to ensure that significant, policy-related matters are addressed.
C) Relationship With The Staff
- Council the executive director as appropriate and support Him/her through different relationships with groups on individual if needed.
- Avoid asking for special favors of the staff.
D) Avoiding Conflicts
- Serve the organization first, not special interest groups.
- Avoid conflicts of interest that could harm the organization (financially, legally, or in terms of reputation). Disclosure possible conflicts before they occur.
- Maintain objectivity and serve with a sense of fairness, ethics, and personal integrity.
E) Financial Responsibilities
- Review and make decisions based upon the organizations financial statements.
- Implement fundraising activities, including the development of strategies that maximize personal influence with others.
- The mandate for withdrawal of funds shall be the signatures of the HACP Chairperson and with at least one or more other program or support staff.
Composition Of The Board
The Board shall be composed of seven voting members, including the following officers chairperson, vice chairperson, secretary general, and four members-at-large. The executive director shall serve as an ex-officio member without voting rights.
Qualification Of The Board
The Board members must be honest and of good repute. The composition of the members on the Board should reflect a gender balance and a broad range of skills and experience appropriate to the governing of the organization and should, as a group, possess the following general qualifications between them;
- Knowledge of governance within the not-for-profit sector.
- Experience in community-based development projects or organizations.
- Experience in participatory approaches to development.
- Established competence in organizational management and development.
- Experience in financial management.
- Experience in grant-making and grants management.
- Knowledge of issues related to technical assistance.
- Experience in policy, advocacy, resource mobilization and fundraising.
- Cessation of the Board membership outside of the annual vote is by:
- Dismissal by the Board by a 3/4 majority vote of all members.
- Death.
- Resignation.