Free Complete Toolkit for Boards Pt. 1

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By admin | October 31, 2006

Corporations, whether for-profit or nonprofit, require a governing Board of Directors. Governing Boards have certain legally required duties, including duties of care, loyalty and obedience (some states use different terms). (In Canada, the duties of care and loyalty are specified.) Governing Boards can have a variety of configurations, eg, “working” (or hands-on, or administrative), “collective,” “policy,” “Policy Governance” (trademark of Carver Governance Design), etc. All are types of governing Boards. Some people believe in life stages of Boards, including that they 1) start out as “working” Boards where members focus on day-to-day matters in addition to strategic matters, 2) evolve to “policy” Boards where members focus mostly on strategic matters, and 3) eventually become large, institutionalized Boards that often have small executive committees and maybe many members some of which are “big names” to gain credibility with funders or investors.

Boards can have a broad range of “personalities.” For example, Boards of large for-profit and nonprofit corporations might be very formal in nature with strong attention to Parliamentary procedures, highly proceduralized operations, etc. In contrast, Boards of small for-profit, family-owned corporations might be very informal in nature and comprised mostly of members of the family, rather than of independent members (members from outside of the family and/or corporation).

Members of Boards of for-profit corporations are usually compensated monetarily. Members of nonprofit Boards are usually volunteers.

Recent illegal activities, particularly in large, for-profit corporations, have brought much attention to the roles and responsibilities of Boards, especially to their degree of effective oversight (”oversight” as in ensuring strong, effective organizations), ethical operations and approach to compensating senior executives. One of the more recent pieces of legislation regarding governance is the Sarbanes-Oxely Act. If you are new to the topic of Boards, you might read through the information about Board roles and responsibilities, staffing, committees and meetings, and then read about the Act that is included near the end of the Table of Contents for this topic.

Materials in this topic apply to both nonprofit and for-profit Boards in the USA and Canada.

Be sure to see the many general and specific resources for Boards in the USA and Canada, near the end of this Web page.

Many of the following materials in this Library topic are adapted from the guidebooks:

(NOTE: To understand how to work with Boards of Directors during consulting and organizational change, see the “Field Guide to Consulting and Organizational Development” for nonprofits or for businesses and government. This is a step-by-step, all-in-one resource for consultants and leaders. The resource comes with a 30-day, money-back guarantee.)

Table of Contents of This Library Topic
(categories below, are listed in the typical order of use)Board Roles and ResponsibilitiesOverview of Board Roles and Responsibilities
- - - Board Roles and Responsibilities
- - - Sample Job Descriptions
- - - Board and Staff Roles
- - - Advisory Groups
Legal and Insurance Considerations for Board Members

Documents — Charter/Constitution/Articles, Operating Rules, Policies, etc. Articles of Incorporation (or charters, articles of association, etc; — is governing doc. of org.)
Corporate Bylaws (Board's specification of corporation's structure and how it will operate)
Corporate Resolutions (is a single act of approval to approve, eg, contract, dues, etc.)
Board Policies (members' guidelines for working together, e.g., meetings, agendas, etc.)

Staffing the BoardJoining as, Recruiting, Orienting, Informing, Removing Board Members
- - - Joining a Board
- - - Recruiting and Orienting Members
- - - Informing Board Members (including Board manual and annual reports)
- - - Removing Members

Ensuring Successful CommitteesBuilding Successful Board Committees
- - - Description of Typical Committees
- - - Ideas to Generate Participation
- - - Developing Advisory Groups

Ensuring Successful MeetingsBoard Meetings (agendas, on-line, executive sessions, retreats, etc.)
- - - Sample Meeting Agenda
- - - Sample Meeting Minutes
- - - Sample Board Attendance Policy
- - - Should the Board Hold Executive Sessions?
- - - Parliamentary Procedure
- - - Board Retreats
- - - On-Line Board Meetings

Evaluating the BoardEvaluating the Board of Directors
- - - Board Self-Evaluation
- - - Another Board Self-Evaluation Form
- - - Checklists and Principles to Evaluate Health of Board
- - - How to Remove a Board Member

Board and Staff RelationsBoard and Staff Relations

Evaluating Executive DirectorsBoard of Director's Evaluation of Chief Executive
- - - Guidelines for Evaluating the Chief Executive
- - - Sample Form to Use During Evaluation of Chief Executive
- - - Sample Executive Director Performance Improvement Plan

Board Orientation/TrainingBoard Orientation/Training

Board OperationsBoard Operations
- - - Startup Activities (to start the organization)
- - - Yearly Activities — Board Operations Calendar (specifies yearly activities and timing)
- - - Committee Activities — Committees Work Plans
- - - Meeting Activities

Accountability of BoardsThere has been a huge amount of information over the past five years or so in regard to accountability of Boards of Directors, including nonprofit and for-profit. The following links will get you started in reviewing the information.(Nonprofit)Sarbanes-Oxely Act (USA legislation) and Implications for Nonprofits
Sarbanes-Oxely Act: Alert for Nonprofits
Broadbent Report (Canadian Report)
(For-Profit)Sarbanes-Oxely Act (is for for-profits and nonprofits)

Founder's SyndromeThis syndrome occurs when the organization operates according to the personality of someone in the organization (usually the founder), rather than according to the mission of the organization. The Board can make a big difference in helping an organization to detect Founder's Syndrome and recover from the Syndrome.Founder's Syndrome: Getting Stuck in the First Life Cycle of An Organization or Program

General ResourcesFree, On-Line, Self-Paced Program to Completely Build/Strengthen Your Nonprofit
Additional On-Line Resources
Additional On-Line Articles
Board-Specific Resources in USA and Canada

Basic Guide to Nonprofit Program Design and Marketing
Nonprofit On-Line Discussion Groups and Newsletters
To Form Local Learning Communities to Learn This Topic

Free, On-line, Complete Training Programs That Include This Topic!For Nonprofit Organizations:This topic is also included in the Free Nonprofit Micro-eMBA learning module Building and Maintaining an Effective Board of Directors. This complete, “nuts and bolts”, free training program is geared to leaders, managers, consultants and volunteers who serve nonprofit organizations.

For For-profit Organizations:This topic is also included in the Free Micro-eMBA learning module Building and Maintaining an Effective Board of Directors. This complete, “nuts and bolts”, free training program is geared to leaders, managers and consultants who work with for-profit organizations.

Tell Your Friends! Local Professional Organizations!Tell friends and professional organizations about these free programs! Advertise them in your newsletters and web sites so that others can save training dollars, too!

Overview of Board Roles and ResponsibilitiesThe following information applies to for-profit and nonprofit Boards unless otherwise noted. 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. Board Roles and Responsibilities Sample Job Descriptions Board and Staff Roles

Advisory GroupsVery simply put, an advisory group,or advisory committee, is a collection of individuals who bring unique knowledge and skills to complement the knowledge and skills of a more official, governing Board. Developing Advisory Boards / Groups
Building and Advisory Board
Creating an Advisory Board
What is the Difference Between a Governing Board and an Advisory Board?

Also see Carver Governance Model

Also see Committees, Conflict Management, Meeting Management, Problem Solving and Decision Making, Strategic Planningand Team Building

General Information Focused on Boards of NonprofitsTen Basic Responsibilities of Nonprofit Boards
Legal Responsibilities of Nonprofit Boards
Individual Board Member Responsibilities
Nonprofit Internet Center's “Boards of Directors” section
Jane Kendall's “What it takes to be a good Board member”
National Alliance for Nonprofit Organizations
Minnesota Council of Nonprofits “Principles and Practices”Minnesota Council of Nonprofits “Principles and Practices”, section on public accountability