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Org 5 - Board of Directors, How to Choose

ORGANIZATIONAL STRUCTURE

Part 5: Choosing a Board of Directors

 

After choosing a form of governance and a management model, the next challenge is identifying individuals to fill the roles on the board of directors.

 

The organizing individuals must select individuals to serve on the initial board of directors. Ultimate legal responsibility resides with this board. The initial board will articulate the mission, write bylaws specifying the number of directors and terms of office, choose the leaders who will direct the critical period of organization and start up, and lay the groundwork for building a positive image in the community. This board will hire the executive who manages the organization. More than that, the board members may be the individuals who provide the resources (personally, through contacts or through their own efforts to secure funding) and do most of the work for the first year of the organization’s existence.

 

The organizing individuals – some of whom probably anticipate being officers of the company or the operational managers – need to identify with care a pool of candidates for the board. In a nonprofit organization, board members are not compensated; this must be literally a labor of love.

 

Preparing a job description for board members

 

Nonprofit organizations operate tax free, and the public interest must be protected. That includes an interest in how nonprofit organizations are operated – specifically, how the tax-deductible donations are spent. It is the responsibility of the board of directors to ensure that the laws governing nonprofit organizations are implemented. The Internal Revenue Service (IRS) issued new guidance for governance in nonprofit organizations on Feb. 14, 2008.1 Key organizers and candidates for the board should review those guidelines to understand fully what is expected of them.

 

The IRS recommends that Board members should be:

active and engaged informed about the organization’s operations and finances chosen with the organization’s needs in mind independent of any personal, family or business relationship or affiliation that may constitute a conflict of interest in making decisions for the organization

 To perform those duties, a board member must:

Attend board meetings Participate in committee or task force work Complete assignments thoroughly and on time Remain informed, read reports and come prepared to discuss them Build collaborative working relationships with other board members Participate in organization program evaluation and planning Actively raise funds for the organization

 What makes a good board member? A candidate for the board should have the knowledge and skills to make a significant contribution to the organization, and the personal characteristics to work well with other board members and to represent the organization to the public.

 

A board member job description should be written using a process comparable to that used to develop job descriptions for managers. See the separate document, How to Develop Job Descriptions.

 

Define the board selection process

 

After the initial board is chosen, the selection process will be formalized in the bylaws: how many members will be chosen and the method of selection (majority vote, consensus, or some individuals will have veto power over a choice.) Future board members will be chosen by the elected board. Terms of office are usually staggered so that the entire board is not replaced at the same time.

 

The method of choosing the board members should be defined before interviews begin. Perhaps the job description will be used with a weighted point system for certain qualifications. To the extent possible, the process should be quantified.

 

It may be helpful to create a table of needs for the organization and evaluate each candidate to see what he/she can contribute based on those needs. (See the attached document, Organizational Needs Grid.) This forces an overall consideration of needs and avoids ending up with duplicated skills or gaps in skills among board members.

 

A deadline should be set for applications. Every application should be acknowledged with a letter of thanks that explains how board members will be chosen (perhaps simply “based on qualifications, commitment and time available for involvement”) and the anticipated timeframe for the selection process.  (“We expect to conduct final interviews in July and make a final decision before August 15. Interviewees will be notified of the decision.”)

 

Recruit candidates

 

How are candidates for the board of directors located? Several strategies can be used to broaden the pool of candidates. Share the job description with people who are active in other nonprofit organizations in the community and ask them to pass on the information to friends or business associates who may be good candidates. Talk to key individuals in the rehabilitation services community about the need for active, knowledgeable individuals committed to the cause of reutilizing assistive technology. Explore the two business communities most closely associated with AT reutilization – durable medical equipment (DME) providers and computer sales and service companies – for individuals with an interest in using their business experience in an altruistic environment. Attempt to locate individuals with disabilities who can be strong advocates for users.

 

Screen candidates

 

The selection committee should be wary of recruiting individuals who already have major commitments to other causes and may not have adequate time to do this job as it needs to be done. At the same time, it’s probably not wise to consider for the board an individual who has not demonstrated any commitment to public service in the past either through service projects or service organizations.

 

Winnow out those who may have a conflict of interest, and those who may not have the requisite character or project the positive image needed to build a new organization.

 

Interview finalists

 

See separate document, Org 8 – Recruiting Managers, for general guidelines on the interviewing and selection process. The general guidelines for preparation of job descriptions, interviewing techniques, and selection strategies apply at all levels of the organization. The search for the board members differs largely in the fact that the organizing group will do the interviewing. After the first board is established, members of the board will interview for new board members. The first group should be elected for staggered terms to ensure that the entire board does not need replacing at once. This would result in a serious lack of continuity for the organization.

 

After interviews are completed, it should be followed with evaluations based on the predetermined selection system, and with frank discussions about the suitability of applicants for job at hand. When choosing board members, it’s important to consider how they will work together.

 

The chosen board members should be contacted in person by the head of the search committee. Every person who invested time in being interviewed should be contacted in person or by letter and thanked for his/her interest. These people are valuable contacts and possible resources. They should be treated with professionalism and dignity because this process will be the first of many community interactions that establish an image of the organization. 

 

Send selection letters

 

Draft a letter that welcomes the new board member and spells out the expectations of all board members for the term of service. Include a reference to the specific contributions you expect from that board member. Ask for a confirmation of acceptance by a certain date so that the new board can be announced to the public. See an example in the attached documents.

 

Announce board to the public

 

Send a press release to all local media outlets (newspaper, television, radio and community magazines) announcing the new board. See an example in the attached documents.

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1 “Governance and Related Topics – 501(c)(3) Organizations,” U.S. Internal Revenue Service. Retrieved April 22, 2008, from http://www.irs.gov/pub/irs-tege/governance_practices.pdf

 

 

 

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DISCLAIMER

This work is supported under a five-year cooperative agreement # H235V060016 awarded by the U.S. Department of Education, Office of Special Education and Rehabilitative Services, and is administered by the Pass It On Center of the Georgia Department of Labor – Tools for Life.  However, the contents of this publication do not necessarily represent the policy or opinions of the Department of Education, or the Georgia Department of Labor, and you should not assume endorsements of this document by the Federal government or the Georgia Department of Labor.

 

 

 

 

 

 

 

 

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Title: Org 5 - Board of Directors, How to Choose
Module: Organization
Author: Trish Redmon
Audience: Administrator
Sub Title:
Procedure:
Organization Source: Pass It on Center
Last Reviewed: 02-09-2009 9:39 AM