a) Adopt and follow policies that ensure all resources are used appropriately; b) Plan and establish a budget to allocate financial resources to the programs and activities that will accomplish the organization's mission, vision, and goals (e.g., a strategic plan); Welcome to the BOARD! By David Renz, Director The Midwest Center for Nonprofit Leadership • University of Missouri – Kansas City Congratulations!! You just received word that you were elected to the governing board of The Lonely Weasel, the nonprofit organization that was created to ensure that all small creatures in the U.S. receive the humane treatment they deserve. You are delighted, of course – you’ve long appreciated the work this organization does in Kansas City! And then, as you start to think about what lies ahead, you realize that you really are not sure just what it is that you will be expected to do as a member of the governing board. What is the work of a board member? It helps to realize that there is no single way that all nonprofit boards operate. There are fundamental roles and responsibilities, but the truth is that there is a huge amount of variation among nonprofit boards and how they operate. Therefore, once you have some clarity on the legal and operational basics, you need to connect with the leaders of your new board to learn more. In fact, they already should have been in touch with you to explain all of this – but we know that many nonprofits could do more to help their new board members become active, contributing members of the board. You may need to give them a “nudge!” The Legal Basics interest of the organization. In other words, you will be loyal. This also In the US, the governing board of directors of a nonprofit has the ultimate means you will not participate in board discussions and decisions in responsibility and accountability for the conduct and performance of the which you as an individual have a conflict of interest (in other words, organization. The actual work of the organization may be done by exec- when your personal interests conflict with the organization’s interests). utives, staff, and volunteers, but you cannot delegate your responsibility Duty of Obedience: When you join a board, you agree that all of as a board. When all is said and done, you and your board colleagues col- your decisions will honor and be consistent with your agency’s mission, lectively are responsible for all that is done in the name of the organi- bylaws, and policies, as well as honoring the terms of any and all rele- zation. In a legal sense, you and your board colleagues have three vant laws, rules, and regulations. fundamental duties: The point of all of this, of course, is to do your best to do what is right Duty of Care: When you join a board, you agree (whether you know for the organization and those it exists to serve. Good intentions are it or not) to exhibit care in your work as a member. This means that you great, but ultimately it’s what you do and how you do it that are going will prepare for and actively participate in the meetings of the board, to help your agency make a difference. and you will exercise the kind of judgment that any reasonable and prudent person would exercise when making decisions important to them. The law recognizes and accepts that you may not always make the right decisions, but you are expected to do your best to be attentive, diligent, and thoughtful in all aspects of your decision making. Duty of Loyalty: When you join a board, you agree to do your best to act in good faith to make decisions and choices that are in the best Fiduciary Responsibility Boards and board members often are reminded that they have a "fiduciary responsibility." At its core, "fiduciary responsibility" is the responsibility to treat the resources of the organization as a trust. In other words, you will take care that all resources are used in a reasonable and appropriate manner. What this means, in practical terms, is that your board will: c) Develop and implement a system for monitoring and holding staff and volunteers accountable for their performance with regard to plans, policies, and budgets; d) Develop and use a system to monitor, assess, and report on the financial condition and performance of the organization; and e) Implement an independent external review process (such as an audit) to assess the organization's fiscal condition and health and the effectiveness of your agency’s financial systems and policies. The Legal Roles and Responsibilities of the Member of a Typical Nonprofit Board Your legal responsibilities as a board member flow directly from the responsibilities of the board as a whole. You, individually, are to honor the same three fiduciary duties: care, loyalty, and obedience. You do not have to be a super-person to do this. It just requires active and informed preparation and participation, including raising questions that reasonably would be raised by any prudent person. Of course, a board member who does not manage to attend meetings or participate in board business cannot meet these standards – you must first “show up!” At best, inactive board members are not helping the organization; at worst, they are endangering the success of the organization and the interests of the people it serves. Such members can end up risking personal liability and even sanctions. It is every board member's responsibility to do their best to help ensure that the board as a whole is performing its legal responsibilities. Beyond the Legal When you join the board of an organization, you deserve to know just what they expect of you. Obviously, you will need to honor your legal responsibilities. But the roles and responsibilities of the individual board member go beyond mere legal compliance. Therefore every board should communicate (best is in writing) its own set of member expectations that explains the needs and interests of the organization and what it needs and expects from its board and members. The following are among the most typical of responsibilities or expectations: • Participate actively: Attend meetings of the board. Serve on board committees or task forces. Prepare in advance for meetings and other key board activities. Be a loyal yet independent thinker in your decision making. Attend special events and other key organizational activities. • Be knowledgeable and ensure that you understand: The mission, vision, strategic direction, and programs of the organization. The bylaws and policies that guide the work of the board. The board’s expectations of you as an individual member. • Do your homework to ensure that you are appropriately informed about: Issues and matters that will be the subject of board deliberation or decision making. Important issues likely to have an impact on the success of the agency. • Provide active support for the fund raising activities of the organization, including: Making a regular personal financial contribution (at a significant level, according to your capacity); and Assisting the organization in connecting with others who can help with funding the organization. • Serve as an ambassador and advocate on behalf of the organization. • Provide encouragement and active support for the work of the staff and volunteers. • Serve with honor and integrity: Help enhance the image and credibility of the organization through your work. Hold the content of board deliberations in confidence and honor and actively support all board decisions once they are made. Avoid actual and perceived conflicts of interest, to the greatest degree possible. Exhibit the highest of ethical standards in all of your board work. • Support and actively contribute to the board’s efforts to work effectively as a team: Play an active and constructive role in helping the board do its work, embracing the challenges and opportunities of board work with a positive attitude and energy. Bring a sense of perspective and humor to the work of the board. Provide support to fellow board members, and take time to celebrate the successes and accomplishments of the organization and the board. A strong board is essential to nonprofit organization effectiveness, and boards that do their work well make a pivotal difference in the success of their organizations. When knowledgeable and motivated volunteers invest the time to serve on boards, we all benefit. And serving as a member of a nonprofit’s board of directors can be one of the most influential and enjoyable roles that any volunteer can play; the rewards of effective service accrue both to you as a volunteer and our community. Thank you for your service! More information and resources for boards and their members are available at the web site of the Midwest Center for Nonprofit Leadership: www.mcnl.org.