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Board of Directors

Resource Center | Non-Profit and Management Resources

General Description

Basic Job Description
Board Responsibilities Statement
Officers

Focus on Committees

Committees and their Purposes
Tips for Successful Committees

Sample Board Documents

Commitment to Serve
Purpose of Advisory Board
Code of Ethics
Standards of Conduct
Board Member Commitment and Evaluation
Manual/Handbook Sample Outline

Questions to ask potential board members

For further reference

General Description

The Board of Directors has the responsibility of governance and supervision of the policies and affairs of the Council and its committees and officers, and carrying out the purpose of the organization. Additionally, a Board of Directors of a community arts agency brings broad constituent perspectives to the decision making process.

It is important that board members clearly understand the responsibility involved when they are asked to join a board. Ideally, prospective board members are told what their responsibilities will include when they are recruited or asked to join the board. The nominating committee (or board development or leadership committee) has the job of identifying the best prospects for recruitment. With well thought out organizational goals and strategies, you can discern some of the specific skills needed to implement the programs you have outlined. Financial, legal and business acumen can be very beneficial. When your nominating committee contacts a prospective board member they should clearly articulate what you expect from them. A nominating committee is a group who looks at the whole of a community while fulfilling specific purposes on a board.

After the recruitment process is complete, the new board members will need an orientation. The orientation should be required and should be lead by a knowledgeable board member (i.e. the President).

An orientation should provide Board Members with information, direction and motivation to do their job well. This includes educating Board Members about the Organization, clarifying expectations of board service, and getting to know fellow Board Members. It is essential that Board Members have a clear job description. You may want to consider having each Board Member sign a Commitment Agreement like the one included here, to further articulate the importance of each Board Member's role to the organization. Many organizations find it helpful to use a board manual or handbook.Your organization may also want to consider holding an annual Board Retreat as a means to review and assess the organization's goals, activities and accomplishments, which is very important to the process of making informed cultural decisions.

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Basic Job Description

Qualifications:

• Interest in furthering the goals of the organization; experience or knowledge AND available time to help in the following areas:
  • business management
  • finance
  • personnel
  • law
  • program development
  • evaluation
  • public relations/marketing
  • fundraising.

Duties:

• Serve for a 3-year term
• Attend monthly meetings
• Serve on at least one standing or ad hoc committee
• Monitor (NOT manage) activities of Executive Director in carrying out program goals and policies set by the board
• Represent the organization positively within the community when appropriate
• Assist the organization to gain community support by exercising personal and professional contacts whenever possible
• Contribute personally to funding campaign

Time Commitment:

• Approximately 2 hours each month for board meetings
• Approximately 2 hours each month on committee work plus 1 hour prep time for all meetings
• Annual all day retreat
• Other time depending on individual member's assumption of responsibilities

Training:

• An initial 2-hour orientation to the work of the organization should be provided with the Executive Director and the Board Chair
• Annual retreat for on-going training

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Board Responsibilities Statement

The Board of Directors is empowered by the state to govern this Arts Council as a nonprofit public benefit corporation on behalf of the people of Wisconsin. In execution of this authority the board holds the following responsibilities which are categorized as Work, Wealth and Wisdom. The first two outline responsibilities of individual members of the board, while the last outlines shared responsibilities of the board as a whole.

Work—Individual Responsibilities

• Complete an annual statement of commitment of board service for the organization
• Attend all board meetings, which are normally held monthly.
• Serve on at least one standing or ad hoc board committee.
• Attend this organization's fundraisers, conferences, workshops, and other events.
• Serve as an ombudsman for the organization.
• Accept an evaluation of actual service provided relative to commitments made.
• Serve as a partner to another board member.

Wealth—Individual Responsibilities

• Join as a member of this organization at the $100 level or higher
• Make an annual donation of professional services or a financial contribution
• Participate in the solicitation of donations and memberships
• Promote this organization's contributed and earned income activities

Wisdom—Shared Responsibilities

• Maintain a high degree of familiarity with the issues, concerns and trends in the arts field.
• Set policy for the organization
• Hire and evaluate the Executive Director
• Authorize expenditures and income through an annual budget
• Execute strategic planning activities
• Assure a balance between the organization's goals and activities, and its resources available to fulfill those goals and activities
• Assure the organization's compliance with all local, state and federal law

In order to effectively complete the work of the organization, the Board should have active committees. These may include:

• Executive Committee: conducts business of council.
• Standing Committees: permanent subcommittees of the Executive Committee to implement a specific plan or program (finance, nominations, volunteers)
• Ad Hoc committees: usually established for a special short-term purpose. To maximize each board member's time, it is important the meetings be structured effectively. One key to this is a well thought out agenda sent to all board members ahead of time, with any materials the board will need for the meeting. The agenda should include:·Specified beginning and end times, ·the name and address of the meeting location, ·items requiring board action marked as such,·time limits allocated to agenda items,·and responsible individuals designated for each item.

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Officers

President—The leadership provided by a good President is a key element of a successful organization. The Board President provides a pivotal point from which all committees operate, and is a catalyst for action. The President should have an overview of the organization's purpose and is concerned with the organization as a whole and the process of fulfilling its purpose, goals, and objectives. As a volunteer with limited time, the President must work toward getting Board members and others to act.

Specific duties:

• Lead the Board of Directors to action
• Conduct all Board Meetings
• Help to prepare Board agendas with CEO and other members of the Executive Board
• Appoint Committee Chairs and Ad Hoc CommitteesRepresent and be a "cheerleader" for the organization to the public
• Chair the Nominating Committee
• Act as ex-officio member to all committees
• Support the CEO

Vice President—The Vice President has much the same responsibilities as the President and therefore is able to fill in for the President when needed. The VP should have the same overall view of the organization and can share some of the President's responsibilities when requested. This is helpful when leadership is composed of working volunteers. The VP should be prepared to take the President's seat in ensuing years if nominated for the slate of officers.

Secretary-Treasurer—The primary responsibility of the Secretary-Treasurer is that of chairing the Finance Committee. If there is a volunteer Board Clerk and an Administrative Assistant, the duties of recording the minutes and keeping financial records do not fall on this officer. The Secretary-Treasurer is expected to also have an overview of the organization as to its purpose, goals, and objectives and is charged to see that they are fulfilled, as are all officers.

Taken from Madera County Arts Council Board Handbook.

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Focus on Committees

Committees and their Purposes

Why Committees_ Committees are created by the board to accomplish the work that needs to be done between board meetings. The purpose of full board meetings should be primarily to exchange information and make decisions based on recommendations of the committees. It is in the committees that the majority of the board's work takes place. They enable sharing of time, talent, and treasure and provide for ongoing organizational work and evaluation. Committees debate and make recommendations. They facilitate board-staff exchange. Committees are the workhorses of the board. Criteria that can be useful in structuring committees:·

• Size—As with size of the board, committees should be large enough to provide sufficient critical mass to maintain momentum and small enough to ensure that all members will be able to participate actively.·
• Staffing—Each committee may have one staff member to serve as secretary and liaison; staff provide information, they do not make decisions.·
• Membership—Committees can have non-board members as participants. Use committees as the testing ground for potential board members.·
• Duration—Committees may either be permanent or temporary.·
• Charges—There should be charges for each committee and job descriptions for committee members and chairs.

Permanent Committees

All committees must be clear about the organization's goals and mission and be able to clearly state the role of the committee. It is advisable to limit the number of standing committees.Typical permanent committees include:

• Executive Committee:
  • Includes president and other officers and often heads of committees
  • Members are authorized by the board to review and solve problems between meetings
  • Usually meets between board meetings, or by call of the chair if an issue needs to be decided; decisions are later ratified by the board.
• Finance Committee:
  • Oversees expenditures
  • Provides executive director with expenditure power within budget approved by the board as recommended by the committee
  • Assures internal control and financial analysis and independent audit.
• Development Committee (Fundraising):
  • Plans and participates in ongoing and annual fund raising efforts
• Nominating Committee (Board Development):
  • Understands the organization's mission and goals
  • Develops/updates membership responsibilities (job descriptions)
  • Identifies potential board members and maintains information about each candidate
  • Observes and evaluates potential leaders within the board
  • Strives for a diverse, representative board
  • Evaluates board members' eligibility for re-election
  • Cultivates and recruits officers and new board members
  • Judges objectively the qualifications of potential members
  • Conducts board orientation sessions for new board members
  • Plans ongoing board development programs for the board

Temporary Committees (also known as Task Forces)

Apart from the permanent committees suggested above, boards may designate other temporary or permanent committees as appropriate. Each committee needs to have clearly defined responsibilities. One of the benefits of such ad-hoc committees is that they are easy to dissolve; bylaws changes are not required. Examples of temporary committees include:

• Public Relations Committee
  • Develops a public relations strategy to help represent the organization to the public.
• Planning Committee
  • Reviews mission statement, updates long-range goals, prioritizes strategic goals
  • Calls for strategic planning process when needed
• Program Committee (sometimes there are separate committees for specific programs):
  • Monitors the implementation of program goals established by the board
  • Designated to provide oversight and volunteer help to specific programs
  • Can easily be dysfunctional if the committee tries to micro-manage the program to which it is assigned
  • Sometimes combined with the planning committee.

Role of Committee Chairs

• Set the tone for committee work
• Ensure that members have the information they need to do their jobs
• Oversee the logistics of the committee's operation
• As the committee's link to the board, consult frequently with and report to the board chair
• Report to the full board on committee decisions, policy recommendations, and other committee business
• Work closely with the executive director and other staff liaisons to the commitee
• Assign work to committee members
• Set meeting agendas and run meetings
• Ensure distribution of minutes and reports to members
• Initiate and lead the committee's annual evaluation, a process in which committee members review their accomplishments in relation to committee goals and reflect on areas of the committee's work that need improvement

Role of Committee Members

Committee members must make a serious commitment to participate actively in the committee's work, including substantive participation in committee meetings and discussions. They should:

• Volunteer for and willingly accept assignments and complete them thoroughly and on time
• Stay informed about committee matters, prepare themselves well for meetings, and review and comment on minutes and reports
• Get to know other committee members and build a collegial working relationship that contributes to consensus
• Participate actively in the committee's annual evaluation

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Tips for Successful Committees

1. Develop written statements of committee responsibilities, guidelines, and annual goals, and review and revise them periodically.
2. Appoint an effective chairperson who clearly understands the organization, the role of the committee, and the importance of conscientious committee leadership.
3. Choose committee members whose experience, skills, and interest support the goals of the committee and complement the abilities of their fellow members.
4. Create written job descriptions for committee members. State expectations clearly. Distribute tasks reasonably among members.
5. Arrive at a clear understanding of the relationships and respective roles of board, committees, chief executive officer, and other staff.
6. Give committee members thorough information to aid in their decision making.
7. Make timely reports to the board on committee actions and recommendations,allowing the opportunity for members to consider the information beforediscussion.
8. Set terms of service for committee members to ensure new perspectives and to give board members the opportunity to contribute in different areas.
9. Set meeting schedules well in advance, in consultation with members. Makeeffective use of meeting time by sending materials and an agenda to members well ahead of scheduled meetings and by moving through the agenda in a business-like way.
10. Schedule an orientation session for new committee members.
11. Conduct an annual evaluation to assess the committee's accomplishments in relation to its goals.
12. Recognize and express appreciation for the achievements of committee members.

From Nonprofit Board Committees: How to Make Them Work, by Ellen Cochran Hirzy. Published by the National Center for Nonprofit Boards.

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Sample Board Documents

Humboldt Arts Council
Board of Directors
May, 1997

Commitment to Serve

In recognizing the important responsibility I am undertaking in serving as a Member of the Board of Directors of the Humboldt Arts Council, I hereby personally pledge to carry out in a trustworthy and diligent manner all theduties and obligations inherent in my role as a trustee of the organization.I acknowledge that my role as a trustee is primarily:

1. To contribute to defining the organization's mission and the fulfillment of that mission and
2. To carry out the functions of the Board of Directors that are specified in the organization's bylaws and governance policies.I will exercise the duties of this role with integrity, collegiality and due care.

I Pledge to:

1. Establish as a high priority my attendance at all meetings of the boardand committees on which I serve.
2. Come prepared to contribute to the discussion of issues and business to be addressed at scheduled meetings, having read the agenda and all background support material.
3. Represent the organization in a positive and supportive manner atall times and in all places.
4. Refrain from intruding in administrative issues that are the responsibility of management, except to monitor the results and prohibit methods not in congruity with board policy.
5. Make every effort to learn the job of being a Board member and seekmethods to help me function better as part of the Board team.

If, for any reason, I find myself unable to serve in the capacity outlined above, I agree to communicate promptly to the appropriate officer to remedy this situation.

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Purpose of Advisory Board

The purpose of an advisory board is to provide professional input and assistance to the Executive Committee on particular projects and programs, and to ensure the program's quality, thoughtfulness, and responsiveness to the cultural community by assisting the Executive Committee withplanning, evaluation, problem solving, marketing, and community assessments.They also act in an advisory capacity to monitor the continuity of the Executive Committee, as guided by the goals and objectives specified in the Mission Statement. The Advisory Board does not make decisions.

Advisory Board's Responsibilities

• To meet semi-annually with the Executive Committee for problem solving and/or brainstorming.
• To be available to provide advice on an ad-hoc basis.
• To inform the Executive Committee of problems and opportunities in thelarger community.

THANKS TO THE HUMBOLDT ARTS COUNCIL
Eureka, California 95501

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Code of Ethics

As a member of the board I will:

1. Consider myself a trustee of the organization and do my best to ensure that the agency is well maintained, financially secure, growing, and operating in the best interests of our constituents.
2. Participate fully in board meetings and actions.
3. Respect the other members of the board and the constituents I serve.
4. Keep well informed of developments that are relevant to issues that may come before the board.
5. Recognize that all authority is vested in the board when it meets in legal session and not with individual board members.
6. Refer constituent or staff issues to the proper officer or committee.
7. Recognize that the board member's job is to ensure that the agency is well managed, not to manage the agency.
8. Declare any conflicts of interest between my personal life and my position on the board, and to avoid voting on issues that are a conflict of interest.
9. Do my best to continue to grow personally and professionally inorder to best serve the organization.

As a member of the board I will not:

1. Be critical of fellow board members.
2. Use the organization for my personal advantage.
3. Discuss the confidential proceedings of the board outside board meetings.
4. Interfere with the duties of the administrator or undermine the administrator's authority.

Humboldt Arts Council A Code of Ethics for Board Members May, 1997

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Standards of Conduct

A nonprofit board may wish to adopt a formal statement of conduct for members. Note that grants or contracts may contain conditions that require the organization to enforce certain standards of conduct in administering the grant or contract, such as anti-nepotism rules. Here are some issues that such a statement should address:

• Financial Interests: Statement of circumstances under which board members must disclose business and family relationships that create a potential conflict of interest; the extent to which a board member may participate in board decisions in which the member has a personal financial or other interest; and policy for retaining board members to provide services to the organization, such as accounting or legal services.
• Board Member Compensation: Policy covering reimbursement of board members' direct expenses incurred participating in board activities (e.g. travel, meals) and indirect expenses (e.g. lost wages) and provisions for any direct compensation or honoraria for board members' services.
• Gifts and Gratuities: Statement of policy concerning whether board members may accept gifts or gratuities from persons or organizations doing business with the nonprofit and any limitations on such policy (e.g. gifts of token value).
• Political Activities: Policy statement requiring board members to disassociate the organization from any personal political activities and prohibiting using the organization's name, property, or facilities in connection with any political activity.
• Hiring or Contracting with relatives (Nepotism): A statement of circumstances under which the organization will or will not hire persons related to board members.
• Violations: A statement of consequences for violating any of the board member standards of conduct (dismissal from the board, termination of a contract, etc.) and procedures for resolving disputed cases.

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Board Member Commitment and Evaluation

Name:	_________________________
Date:	_________________________
Term covered by this commitment:	From :______	To:______
My Board Partner is:	______________________
My committee assignments are:	______________________
My Officer or Committee Chair assignment is:	______________________

I commit to attend all board meetings:

Yes:___

No:___

I commit to attend this many events:

All___

1-2___

3-4___

5+___

I will join as an individual member at the

$______ level.

I will pay by:

Single payment of $___

Monthly payments of $___

I will recommend at least ______names for board membership or committee service.

I will solicit the membership of ______ other individuals, organizations, and/or businesses.

Support the organization's fundraising by participating with staff and/or other board members in at least ______ fundraising and/or membership solicitations.

I understand that the Nominating Committee will evaluate my adherence to this commitment, and present its evaluation to the Board.

Signature: ____________________

Date: ____________________

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Manual/Handbook Sample Outline

Once they have accepted to become members of your board, the following information should be provided in a handbook, which can be given out during the orientation session:

• Brief History of the Organization
• Statement of Purpose (mission)
• Long Range Plan
• By-Laws
• Articles of Incorporation
• Policies (Personnel, Conflict of Interest, etc.)
• Board of Directors
• Roster with Biographical Information
• Board Responsibilities - general and specific
• Committee Composition and Job Descriptions
• Organizational Chart
• Minutes
• Budget and Recent Financial Statements
• Meeting Dates
• Program Description
• Membership List
• List of Major Funders
• Calendar of events
• Other relevant information

Questions to ask potential board members

The objective of board recruitment is to find willing, able, and committed board members. How do you know if a candidate is going to be the right person for your board_ You can never be 100 percent sure but you get close if you ask direct questions. Here are some samples:

• Why are you interested in our organization_
• Why are you specifically interested in serving on a board_
• Do you have any previous board service, leadership, or volunteer experience_ Are you presently serving on other boards_
• What kinds of skills or expertise can you offer_ How will the organization benefit from your participation_ How do you think we could best take advantage of your expertise_
• What do you expect us to do for you so that your experience turns
  out to be satisfying_
• What kind of time and financial commitment will you be able to make_
  Are you willing to serve on committees and task forces_ Can we expect you to come to board meetings regularly_ Would you be able to make a personal
  contribution_

  For further reference

• The Board Cafe
  http://www.boardcafe.org/
• Center for Nonprofit Management
  http://www.cnmsocal.org/
• Hughes, Sandra R., Berit M. Lakey, and Marla J. Bobowick. The Board Building Cycle: Nine Steps to Finding, Recruiting, and Engaging Nonprofit Board
  Members. BoardSource, 2000.

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