The organization and behavior of a Board of Trustees (aka Board of Directors) for a small, non-profit organization vary considerably depending on the size and function of the organization. The guiding document is the bylaws, which should be drafted and revised with advice from counsel (which can usually be obtained on a pro-bono basis – ie for free).
Usually a board takes a supervisory or “governance” role, so the members of the board are not the same people as the employees or volunteers in the organization who actually perform the activities of the organization. In the very small non-profit, however, the board members are also the roll-up-the-sleeves-and-get-things-done “doers” of the organization.
A well put together Board brings together skills and resources needed by the organization. Sometimes major donors are given a seat on the Board, but equally important are people who have financial, technical, legal, communication, marketing, international, language, and operational skills and experience that the Board can use in guiding and evaluating the non-profit’s leadership and employees.
Very broadly speaking, here is a “cheat sheet” on how a Board of Trustees (aka Board of Directors) is organized and works.
Board in General
- Hires, motivates, compensates, evaluates, and, if appropriate, fires senior management.
- Proactively assures that the organization achieves its objectives through its activities.
- Follows the bylaws as well as local, state and federal laws and regulations.
- Assures the organization meets incorporation and insurance requirements.
Officers in General
- The only people who can legally bind the organization by contract.
President or Chair of the Board
- Sets the “tone” or “culture” of the organization as a whole and the Board in particular.
- Organizes and leads meetings. Sets the agenda and how much time is devoted to each item on the agenda.
- Remains neutral so members feel comfortable expressing opposing views and encourages frank discussion.
- Knows the organization’s bylaws and Robert’s Rules as appropriate.
- Depending on the bylaws, chosen by the other members of the Board or elected directly by the membership or owners of the organization.
- Depending on the bylaws, acts as ex-officio member of all committees except the Nominating Committee, if there is one.
Vice President or Vice Chair
- Acts in the absence or under the direction of the Chair.
- Manages the assets of the organization, including liquid and capital assets, assuring that they are neither over nor under utilized.
- Maintains proper record keeping of financial matters and reports accordingly to the Board.
- Works with an outside auditor to assure transparency, accuracy, and proper use of assets.
- Assures proper filings with tax and relevant federal, state, and local regulatory bodies.
- Keeps and distributes records (eg: minutes) showing the decisions made by the Board.
- Handles the routine correspondence of the Board.
- Tracks regulatory compliance by the organization.
- Tracks compliance with the organization’s By-Laws.
Non-Officer Director or Trustee
- Has a fiduciary duty to see that the organization achieves its goals in a responsible and ethical manner.
- Presents facts and opinions, based on professional and personal experience, on matters brought before the Board.
- Casts votes for or against proposals put before the Board.
- Unless the Chair is elected directly by the membership, casts a vote in the selection of the Chair.
- Organizes and leads meetings for his/her committee.
- Reports to the Board regarding committee activities and results, and requests approvals and funding for Committee activities as appropriate.
- Directs decisions and actions of the committee in accordance with the objectives of the organization.