Board Governance 101
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Board governance is critical to your organization’s success, as well as maintaining an engaged Board of Directors that understand its responsibilities — and what it is not responsible for. Ultimately, governance ensures everything is working as it should by clarifying and maintaining the outlined roles. For example, the Board is responsible for oversight while the organization’s Executive Director is responsible for execution. You can’t have a board that is involved in the day-to-day operations — it’s not their role — and you need policies in place to ensure responsibilities don’t shift away from the Board’s original purpose.
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Every organization has by-laws that must be followed. These by-laws are legally binding rules that govern the organization, and while they can be changed, a Board of Directors must function under the by-laws as they stand right now. Because by-laws are legally binding, adherence is critical.
In addition to ensuring the Board is operating as required by law, board governance also works to ensure the Directors are doing their job as expected and meeting obligations of care, loyalty, and impartiality.
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Many Boards of Directors have Governance Committees to ensure governance is actively managed. These committees tend to have several responsibilities, including but not limited to board recruitment, orientation, self-assessment, continuing education, and board management. Click here to download The Killoe Group’s sample Governance Committee Charter as a PDF.
Assessment is key and a significant part of a Governance Committee’s role. Every Board should conduct an annual self-assessment to ensure the board is learning, actively identifying improvement areas, and determining how as a group they can better lead their organizations within their assigned role.
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A Board’s Governance Committee has many and varied areas of focus that ensure the Directors are functioning as required by their role and the by-laws. Here are some things that your organization’s Governance Committee should consider:
• Will Board Members Also Volunteer at Your Organization?
Typically, we recommend that members of Board of Directors do not volunteer at the organization beyond their directors’ role. Board members must ensure they are operating at an organization’s highest level and therefore not in the weeds or positioning themselves closely to staff. It’s best practice to be a board member or a volunteer — not both. Important to note is the legal liability of a Board Member volunteering: if a Director were to do something questionable or unethical during their volunteer time, it poses a significant liability to your organization.
• Conduct an Annual Assessment of the Organization’s Executive Director
As a unit, the Board of Directors is the Executive Director’s boss — plain and simple. In that role, board members must establish clear and measurable goals for the Executive Director and conduct an annual review.
• Have a Plan for Recruitment
Always. Be. Recruiting. Don’t rest on your laurels and then panic when you’re running low on board members. Instead, continue to seek new Directors who can contribute to your organization.
• Actively Build a Diverse Board of Directors
A Board that is reflective of the community is serves is critical. Perform a member matrix to identify the demographic information and backgrounds of your board members, including age, gender, education, and professional expertise, and actively work to fill the gap areas. Want help conducting a Board Member Matrix? Contact us, we can help.
About the Author
Michael J. Buckley, CFRE is a career fundraising professional and Founder and Managing Partner of The Killoe Group. His firm assists nonprofit organizations increase revenue, exposure and capacity through smart, data driven, successive decisions and effective planning. Mike’s experience and passion for the profession of fundraising have made him a sought-after speaker, consultant and presenter. The Killoe Group’s broad experiences include annual campaign audits and management, capital campaign leadership, feasibility studies, interim program leadership, board governance, strategic planning and capacity building.