Organizing A Board

Your organization will have a board of directors that directs the organization and owns the mission. They can hire people to run the organization day to day or recruit volunteers (or both), although in the beginning, the board may be the staff and the volunteers, as well. In Texas, there has to be a minimum of three directors to form a nonprofit corporation.

There are at least three people on the board of directors. Three is the minimum required by the State of Texas when forming the nonprofit corporation (other states may have different requirements.) I like slightly larger boards – say, five to seven. An odd number of board members means no tie votes! If an organization serves a variety of populations, it would be good to have a representative from each population on the board. In a perfect world, these members would find common ground and serve all of their clients. In reality, many times, each one only supports his or her community and that can lead to an impasse. 

Some of the directors are probably also officers - Texas requires three directors, a President and a Secretary. (Texas does not mention a Treasurer, but I think it's an important role.) In Texas, a person can hold multiple titles, but one person cannot be President and Secretary. 

The smallest board I was ever on was three: 

• President/Treasurer

• Secretary

• Director

This was probably too small - it was the minimum, but it was a self-funded, very directed nonprofit and the board were also the volunteers.

The largest one (so far) was: 

• President

• Secretary 

• Treasurer

• Director

• Director

• Director

• Director

• Director

• Director

This one was getting a bit large, actually. I was President, and at times, it was like herding cats. The board ended up implementing an Attendance Policy to deal with no-shows. We had director seats reserved for a specific class of our volunteers, and none of them were very interested, so the seats were often empty. 

If a board member is not an officer, he or she is a Director, since he or she is still a member of the Board of Directors. 

The officers are generally tied to specific tasks by the definition of their roles (which is in the ByLaws.) If an officer does not have expertise in a specific task (say, a Treasurer that is not an accountant), then committees become important. 

Once the board starts growing, it often creates committees to help divide their duties. In the beginning, all the directors may be on all of the committees, although this defeats the purpose. You may have some committees which are chaired by a director and have a mix of directors and volunteers, especially on the committees that need an expert (like a CPA.)

The other advantage of committees is that it can allow the board to delegate some work to volunteers, staff or vendors. This means the board doesn't need a CPA, a "social media" guy, an events expert and so on - it just needs a board member to chair that committee and report to the board. 

The President is an ex officio member of all committees. 

(Suggested) Standing Board Committees

• Executive – acts in place of entire board (in emergencies), defines policies and procedures, deals with new board members (recruiting and training), finds executive director candidates

  • Members: President (Chair), Secretary, Treasurer

  • Policies and Procedures: Authority in place of full board, How to Define and Modify Policies & Procedures, Board Training, Board Recruitment, Board Attendance, Board Election, Board Replacement

• Finance – prepares monthly financial reports, prepares and presents annual 990 and state reports for board approval and submission to the proper agencies, works with outside CPAs or bookkeepers (if any)

  • Members: President, Treasurer (Chair), Accountant (internal or external), Staff, Volunteers

  • Policies and Procedures: Financial Reporting Requirements, Governmental Forms Preparation, Review & Filing, Selecting a Bookkeeper or Accountant

• Audit – receives and reviews annual audit, recruits outside auditors

  • Members: President, Treasurer (Chair), Auditor (external), Staff, Volunteers

  • Policies and Procedures: Selecting An Auditor, Requesting an Audit, Reviewing the Audit, Board Approval of Audits

• Marketing - creates marketing materials for the organization

  • Members: President, Board Member (Chair), staff, volunteers, vendors

  • Policies and Procedures: Web Site Content development and deployment, Web Site Link Sharing, Event Scheduling, Event Promotion, Event Co-Sponsorship

• Grants – finds and applies for grants, works with grant writers or staff working with grant writers

  • Members: President, Treasurer (Chair), Staff, Volunteers

  • Policies and Procedures: Selecting a Grant Writer, Defining Programs, Defining Grant Requirements

• Grievance – receives complaints against the Executive Director 

  • Members: President (Chair), Board Member(s)

  • Policies and Procedures: Staff Grievance Reporting, Grievance Investigations, Grievance Resolution

The advantage of standing committees is that it divides the work. It also makes board meeting agendas easy – you just have each committee report their activities to the full board. The full board can then direct committees what to focus on until the next meeting. 

The other agenda item is a report on activities from the Executive Director. Remember, the Executive Director is not a board member. He or she can report to the board, answer questions and make suggestions, but he or she cannot vote. If you find yourself with an Executive Director who wants to run the meetings, it might be time for a new Executive Director. I usually have time at the end of the meeting for board-only discussions to allow people to vent if required. I also found telling the Executive Director to please leave the room was a good reminder of who was actually in charge. 

Board Agenda

• Call to Order

• Approve Minutes of Last Meeting

• Old Business

• New Business

• Executive Director's Report

• Committee Reports

  • Executive

  • Finance

  • Audit

  • Marketing

  • Grants 

  • Grievances

• Board Members Closed Session

• Adjourn