Advice to Prospective Board Members

In my last post, I shared a story about a board member who did not look closely enough at financials and joined the board of an organization that was in trouble. They ended up closing down the organization which was heart breaking for many. This individual urged board members to “dig deep” into financial and legal issues.

In today’s post, I share from two board members. Both provide a check list that they recommend using when deciding whether or not to join a board. These lists are also useful to current board members who want to ensure that they add to the organization’s success and provide appropriate oversight. The lists are different – and I think both are valuable.

If you are on a board and have a story about fundraising or conflict of interest, I would like to share it. Please contact me!

Story One: Why Do They Want Me?

From a Board Member Somewhere in the USA

I was asked to be on the Board of Trustees of a school in my field.  I was told the administration and the faculty were often at arms and it would be helpful to have a faculty member on the Board. I understood part of the reason was to create an impression of concern but I was also convinced of a need for communication and interpretation. The experience was good for several years. I felt my opinions were listened to. Then the President got into trouble and lost control of the Board. The new leadership made it very clear that the role of a trustee (my role) was to fund raise, including giving a major gift.  When I left the Board, I did not even receive a pro forma acknowledgement or thanks. 

So, an important question to ask is “Why do they want me?” And one needs to be honest with oneself when looking at other members of the board: “Am I really doing this so I can be at same table as well-known people?”  “Am I doing this to make contacts?”

Here is my list to check before joining a board:

1. Due diligence on possible legal liability

2. Understand the mission and whether the organization is candid about it

3. “Quality” of other board members

4. Expected time commitment

5. Expected financial commitment

6. What I can contribute?

7. What I will learn?

Of course, in practice, I am usually swayed most by 2 and then 6.

Story Two: Providing Rigorous Governance

From a Different Board Member Somewhere in the USA

Based on the many boards I have been on, I have some advice for board members. And prospective board members should look into these areas before joining the board. These are all important to providing rigorous governance.

Performance Reviews: The organization needs thorough reviews of the ED and the organization with specific metrics — including the financials –that are identified ahead and reviewed regularly. A prospective board member should know how the ED and the organization are measured against these goals and how they are reported to the board. This is important to build trust and ensure transparency. 

Executive Sessions: Related to performance reviews is having executive sessions. If there is not an executive session for at least half the board meetings, ask that this be part of the rhythm of the board. A prospective board member should ask to see agendas for board meetings to check on this.

Succession Planning: Always have a succession plan so you can imagine that there are other people out there who can do the job. I think there always has to be a focus on succession planning for the board leadership, so you are not scrambling.

Read the By-Laws: The by-laws are particular to the organization. They give you a sense of what you can do as a board member and help set expectations. I would ask to see an organizational chart because it tells a lot about the management. You should always look at the 990. I think very few board members do.

Relationships: I would ask who is on the board and what relationships they have with each other and the ED. Often, you have a situation where the chair is bringing in his friends, his network, people he knows. Or the ED is bringing in her network. You need people who have the ability to be objective.

Balance of Power: Prospective board members should also look at the balance of power between the board chair, the executive committee, and the full board. This is particular to each. It is important to be clear what those roles are.

Personal Engagement: I would finish by saying that my best board experiences are the boards I am most engaged with. You get out of it based on what you put into it.

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