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Field Guide
to Developing and Operating
Your Nonprofit Board of Directors
Table of Contents

by Carter McNamara, MBA, PhD

Part I: How Do We Start a Nonprofit Corporation?

What is a Nonprofit Organization?

  • Nonprofit Compared to For-Profit Organizations
  • Types of Needs Met by Nonprofits
  • Primary Legal Forms of Nonprofits
  • Typical Structures of Nonprofits
  • Unique Culture of Traditional Nonprofits

Starting Your Nonprofit Corporation

  • What's the Purpose, or Mission, of Your Nonprofit?
  • Consider Fiscal Sponsorship to Jump Start Your Organization
  • What Help Might You Need?
  • Name Your Nonprofit
  • Recruit Initial Board Members
  • Hire a Chief Executive?
  • Draft Articles of Incorporation and By-Laws
  • Conduct Very Basic Strategic Planning
  • Conduct Initial Board Meeting For Review and Approvals
  • Make Necessary Filings

Checklist for Starting Your New Nonprofit

Part II: What Are Roles of Board, Chief Executive and Other Staff?

Variety of Boards and Materials

  • What is a Board of Directors?
  • Diversity of Board Structures
  • Typical Life Stages of Boards
  • Various Types of Boards
  • Governance Documents

Roles and Responsibilities of Boards of Directors

  • Legal and Ethical Responsibilities of Board Members
  • Board Committees (or Task Forces)
  • Roles of Board Members and Officers (Job Descriptions)
  • Role of Board Chair
  • Role of Executive Committee

Roles and Responsibilities of Chief Executive and Staff

  • Chief Executive Officer
  • Job Description: Chief Executive Officer
  • Board/Staff Responsibilities
  • Organization Chart of Board/Staff Relationships

Part III: How Do Boards Do Their Work?

Board Calendar (Schedule of Annual Activities)

Strategic Planning: Direction for Nonprofit and Board

  • All Else Flows from Strategic Planning
  • Basic Guidelines to Develop Strategic Plan
  • Sample Planning Process for Short-Term Plan
  • Developing Your Strategic Plan Document

Staffing the Board

  • Adopt Board Staffing Policy
  • Guidelines to Identify Potential Board Members
  • Application Process
  • Orientation to New Board Members
  • What Board Members Need to Know
  • Recognizing / Thanking Board Members
  • Board Member "Retirement"
  • Removing Board Member
  • Frequently Asked Questions About Board Staffing

Organizing Board Committees and Assignments

  • Guidelines to Organizing Board Committees
  • Chartering/Delegating Committee
  • Board Committees Work Plans

Guidelines to Making Board Decisions

  • Foundations for Effective Decisions
  • Guidelines to Consensus Decision Making

Guidelines for Good Governance and Accountability

  • Communications from Stakeholders (Inbound Marketing)
  • Strategic Planning
  • Board Development
  • Programs and Services
  • Human Resource Management
  • Fundraising
  • Advertising, Promotions and Public Relations (Outbound Marketing)
  • Finances, Taxes and Facilities
  • Accountability and Evaluation

Ensuring Successful Board Meetings

  • Key Steps to Plan Successful Board Meetings
  • Sample Board Meeting Agenda
  • Avoid "Sidebar Meetings"
  • Summary Reference Sheet During Board Meetings
  • Roberts' Rules of Order
  • Board Meeting Minutes (Documentation of Board Meetings)
  • Executive Session ("In Camera")
  • Open Board Meetings
  • Meeting Evaluation by Members

Board Coordination with Chief Executive and Staff

  • Ensuring Effective Board and Staff Relations
  • Evaluation of Chief Executive Officer
  • Sustaining Strong Relationship Between Board Chair and Chief Executive

Ensuring High-Quality Board

  • Board Retreats
  • Board Training
  • Board Development
  • Board Self-Evaluation
  • Ideas to Ensure Complete Participation of Members
  • Guidelines to Mature Your Board

Part IV: How Do We Hire Or Replace Chief Executive?

Do You Need a Chief Executive Officer?

  • Wrong Reasons to Hire CEO
  • Right Reasons to Hire CEO

Propriety and Public Relations

  • Outgoing Chief Executive's Notification to Board
  • Maintaining Confidentiality

Board and Staff Preparation and Coordination

  • Board Preparation
  • Administrative Preparation
  • Interim Coordination Between Board and Staff

Hiring Chief Executive

  • Selecting Chief Executive
  • Orientating New Chief Executive

Part V: How Do We Evolve Board to Next Level?

Typical Challenge in Board Evolution: Personalities to Policies

  • Typical Problem Among Small Organizations
  • Some Troublesome Traits Among Founders and Boards
  • Typical Traits of Well-Developed Leaders
  • Basic Principles in Developing Leadership

Actions Boards Must Take

Actions Founders Must Take

Actions Staff Might Take

Appendices

Appendix A: Glossary

Appendix B: Free, On-Line Resources for Nonprofits

  • Free Management Library(SM)
  • Free Nonprofit Micro-eMBA(SM) Organization Development Program
  • Organizations Assisting Nonprofits
  • Free, On-Line Newsletters

Appendix C: Useful Assessments

  • Checklist of Nonprofit Management Indicators (Internal Analysis)
  • Driving Forces Impacts (External Analysis)

Appendix D: Typical Contents of Board Manual

Appendix E: Guidelines to Form Advisory Boards

  • Overall Benefit of Advisory Group
  • What is Advisory Group?
  • When Should Advisory Group Be Formed?
  • How Should Advisory Group Be Defined or Organized?

Appendix F: Sample Board Policies

  • Sample Board Attendance Policy
  • Sample Conflict of Interest Policy

Appendix G: Guidelines to Working With Consultants

Pricing for Each Board Guide

  • Don't be the only expert Board resource in your organization!
  • Make sure all of your Board members and your Chief Executive have this guide.
  • $30.00 each. Updated May 2003, 189 pages. Comb-binding.

Carefully Consider Getting Companion Guide for Executive Directors, As Well

  • The Executive Director often is the person who first organizes the Board, and in many cases, helps the Board to do its job.
  • Therefore, carefully consider getting the Field Guide to Leadership and Supervision for Nonprofit Staff. Having both guides will ensure that the Board and Executive Director are working "from the same page".

Other Useful Nonprofit Publications

Get this Board guidebook, along with all of our other guidebooks listed above, at a discount in our Nonprofit Capacity Building Toolkit(SM).

Other Authors' Publications for Nonprofit Organizations

To Order Your Board Guides

Note on intellectual property

  • Authenticity Coaching Circles and Authenticity Training Circles are service marks of Authenticity Consulting, LLC, of Minneapolis, Minnesota.
  • Free Management Library is a service mark of Authenticity Consulting, LLC, in Minneapolis, Minnesota.
Copyright, 2000, Authenticity Consulting, LLC

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