 |
|
|
Governance for Nonprofit Organizations
From Little Leagues to Big Universities
MAKING BOARD SERVICE FULFILLING
As suggested at the beginning of this document, board service on nonprofits can be fulfilling and engaging, or the opposite.
Following is a checklist which summarizes a number of the issues that you may want to consider in reviewing directorship opportunities or in examining your role as a director of a nonprofit. This checklist is not necessarily all inclusive, but reflecting on the issues raised in this checklist can help you determine whether you want to join a particular board or, if you are already on the board, whether there are important issues that may need to be addressed either personally or organizationally.
- Do you know why you were asked, or are being recruited, to serve on the board and what the board’s expectations of you are, including any financial support or time commitment obligations?
- Are you committed to being a good director and helping advance not only the mission of the organization, but the governance of the organization?
- Do you have a copy of the organization’s charter, bylaws and mission statement, and have you read them? Does the board periodically review these documents to make sure they are current with changes in law or practice, or strategy?
- Is there a code of conduct for directors and do you have a copy? Do you understand your responsibility under the code and know who is responsible for enforcement of the code?
- Is there a conflicts of interest policy (either in a code of conduct or a separate document)? Do you understand your responsibilities under the policy and know who is responsible for enforcement of the policy?
- Does the organization provide Directors and Officers’ Insurance?
- Do you and other directors have copies of other critical board policies and are you aware of other policies that may be legally required for your organization (such as a document retention policy, or whistleblower policy)?
- Who in the organization is responsible for filing tax forms related to the organization’s nonprofit status and who reviews those forms?
- Are financial performance and budget documents understandable and regularly monitored by the board or a committee of the board?
- Are financial statements audited?
- Are there policies in place to monitor donor designations on donations to the organization and who monitors compliance with them?
- Do you know who else is on the board and how to contact other members?
- Are you and other directors engaged in the work of the board and the organization?
- How well do you and other directors understand the mission of the organization?
- Do you and other directors preserve the confidentiality of material and information given or presented to the board?
- Is the board functioning effectively, with regular well-attended and well-run meetings addressing important issues?
- Does the board periodically review its own effectiveness?
- Is the board up-to-date in its governance practices and, specifically, has the board considered the applicability to the organization of principles contained in Sarbanes Oxley and other governance legislation?
- Do you and other directors understand your legal obligations as directors, including the duty of care and duty of loyalty, and the fact that board must act as a body, not through individual directors?
- Do committees function well and serve the current needs of the organization?
- Is there a well-understood process for recruiting new directors, with established criteria for seeking particular directors?
- Is there a well-understood process for development and succession of officers of the board?
- Is there a board orientation program or manual?
- Is there a well-understood process for management development and succession planning?
- Are key staff members formally evaluated by the chief executive and those evaluations shared with the board?
- Are key staff salaries and expenditures approved by the chief executive and reviewed by the board or a committee of the board?
Aside from making sure there is a good fit between your expectations and those of the organization, considering the governance practices of the organization may also help you understand how well the organization functions and accomplishes its mission and how effective your service as a director may be. Given the great differences in size, strength, and missions of nonprofits, not all governance principles common in the for-profit arena will make sense for nonprofits. However, we hope that the principles and ideas identified in this document provide you and the organization you serve with food for thought and a roadmap for improving governance to the benefit of both.
Governance for Nonprofits - Home Page
Society of Corporate Secretaries and Governance Professionals
521 Fifth Avenue New York NY 10175
212-681-2000 - Fax 212-681-2005
membership
| search
| help
| site map
| contact us
Copyright & Privacy Statement
|
|
|
|
|
