Serving on a Non-Profit Board of DirectorsPosted: February 10, 2008
ROUGH NOTES ON TWENTY YEARS OF REPRESENTING NON-PROFIT CORPORATIONS AND THEIR BOARDS OF DIRECTORS
Board meetings of non-profits can be fun, or they can be excruciating. This opinion depends what which side of the argument you are standing: whether you are on the winning or losing side of the current debate. After twenty years of representing boards of directors, attending board meetings and watching some boards flourish and others fail, I have the following suggestions.
1. Most time at board meeting is lost because no one remembers what happened at the last five meetings.
The law requires that the Articles of Incorporation and Bylaws be kept for a Non-Profit Association. That means that someone somewhere has to keep track of all the amendments, resolutions, minutes, etc. However, one person is not enough. Each board meeting some issue that has been determined or discussed will resurface. To eliminate those hours of time spent arguing on what happened in the past the Association should provide each Board Member with a Notebook. The Notebook should contain the following dividers and information.
- Purpose, Goals and Mission Statement
- Articles of Incorporation: Latest amended copy
- Bylaws: latest amended copy and copies going back 3 years.
- Meeting Minutes: Starting 3 years before the oldest member joined the board
- Meeting Notices: Starting 3 years before the oldest member joined the board
- Agenda: For past 1-3 years
- Financial and Budgets: for past 1-3 years
- Goals & Strategic Planning
- Committees Dividers: One for Each committee for their reports
- Robert’s Rules of Order
- Contracts: memorandums of understanding, employment contracts, etc.
Each board member should be required to place all new material in their notebooks and keep the notebooks up to date and with them at all board meetings. Having everyone flip to page XX can quickly kill any arguments. This also requires the board member to spend a few minutes when they receive agenda’s and reports to review items while placing them in the notebook.
Some Associations fine members for not having their notebooks or not having them up to date. The dollar into the coffee kitty is minor compared to the embarrassment of not keeping things current.
Staying current and keeping good records is part of the responsible and duties of a member of the board.
2. The front piece of the Notebook should have a quick-one page outline of what is expected of a member of the Board. A suggestion would be.
XXX ASSOCIATION BOARD MEMBER DUTIES AND OBLIGATIONS
- Attend all Board Meetings
- Attend all Committee Meetings where you have agreed to serve on the committee
- Read and Understand the Articles and Bylaws
- Read and Understand the Purpose and Goals
- Have all Agenda Items to Secretary XX days in Advance
- Have all Committee Reports to Secretary XX days in Advance
- Before each Board meeting Read and Review the Agenda, all committee reports, proposed resolutions, etc.
- Assist the Board in Recruiting your Replacement when your term is over
3. The President or Chairman of the Board, (person running that meeting), should also familiarize themselves with Robert’s Rules of Order. It will help move meetings along. The purpose of a Board meeting is not to agonize over every issue. If you can’t understand or be able to live with losing on a vote, do not run for the board. A majority rules and a person who is always in the majority is worthless to the board. Opinions and ideas are great, needed; they just do not have to be tolerated before every vote. Very often the minority on an issue will want to drag on hoping if nothing else the constant droning will switch a vote. If won’t. If the votes are there for a win, call a vote, vote and move on. No need wasting everyone’s time hearing things he or she all ready know.
The president also needs to be able to determine when to call for a vote, which is when it will pass. Not when a consensus is reached. It never matters who or how many people voted for something, only whether it passed or not.
4. On that issue. If you want to serve, you must learn to be prepared (to steal from the Boy Scouts) before a board meeting. Know the issues, the votes, get ready and vote. Do you lobbing before the meeting, not at the meeting. Your chances will increase dramatically of moving your vote forward.
5. Have all reports into he secretary XX (45 days) in advance. The Secretary copies and forwards to all board members XX (30 days) in advance. You cannot receive, review and vote on an issue at a board meeting. Get your committee or individual reports done and in so everyone can read and understand rather than waste everyone’s time at meetings.
Effective board meetings can be very short and sweet if everyone understands in advance that board meetings are for voting, not for arguing.