Best Practice Materials for Nonprofit Boards Table of Contents Introduction 3 501 Commons Services 3

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Best Practice Materials

for Nonprofit Boards

Table of Contents

Introduction 3

Introduction 3

501 Commons Services 3

501 Commons Services 3

Section 1: Role of the board 4

Section 1: Role of the board 4

Responsibilities of the Board of Directors 4

Sample Board Member Commitment Form 10

Sample Position Descriptions for Board Members and Officers 12

Board Self Assessment 15

Section 2: Board Recruitment 19

Section 2: Board Recruitment 19

Checklist of Materials for Potential Board Members 19

The Do’s and Don’ts of Board Recruitment 20

Board Member Types 21

Section 3: Board Policies 23

Section 3: Board Policies 23

Sample Board Operating Policies 23

Sample Board Policies for Questions Asked on the IRS 990 Forms 29

Section 4: Resources 41

Section 4: Resources 41



These materials are provided to assist you in developing an effective board with clear responsibilities. Use these materials as templates or a starting point for your organization, adapting them to the needs of your organization.

Forming an effective board requires the board to have a clear answer to this question: What benefits (or end results) are we providing to whom?

In addition to answering this question, the board needs to establish a single point of administrative authority. This person is responsible for using whatever means are necessary to accomplish these desired ends, within limitations the board should establish in advance. (Examples of limitations are not breaking the law, not treating volunteers, staff or clients inappropriately, or not getting into debt etc.)

Determines the organization’s end results or purpose


Determines what means are needed to achieve the organization’s purpose


The organization will be able to make better decisions more quickly and use the talents of its board members and administrative director if the board:

  • Is clear about its role

  • Approves procedures for how the board is going to operate and

  • Establishes a partnership with the administrative director that so they can take the actions needed to accomplish the intended end results of the organization.

501 Commons Services

501 Commons provides board training, retreat planning and facilitation, strategic planning or goal setting, confidential board surveys and other services. Thanks to our service corps members who donate their time and talents and the support of corporate and private funders, all 501 Commons services are provided at affordable sliding scale rates.

Section 1: Role of the board

A nonprofit organization must, at a minimum, have a board president or chair, vice president or vice chair, secretary, and a treasurer. It is important that most board members are not related to the founder or executive director. A board of less than 15 will be better able to operate as a group and achieve a high level of engagement. Ideally, board members should be people who are interested in governing the organization not in hands-on volunteer activities, and especially, not in a management role. You can involve others in your organization by establishing a resource council rather than having a large board.

Responsibilities of the Board of Directors


The Board of Directors establishes the framework for the organization.

Creates and updates the mission and vision statements

Defines what benefits (or end results) the organization is providing to whom and what it will cost to deliver them?

Determines how organizational performance will be measured.

The Board of Directors sets the direction for the organization.

Sets goals and approves and monitors the strategic or business plan

Develops organizational policies, including the policies that govern how the board will operate.


The Board of Directors is responsible for the behavior and performance of board members and the executive.

Establishes the code of ethics for the board and ED, including policies related to private inurement and conflict of interest, and sets the tone for organizational behavior.

Hires and fires the Executive Director/Chief Executive Officer (ED/CEO).

Establishes the end results the Executive Director is assigned to achieve and defines any limitations on the means the ED can use or any functions the ED must perform.

Monitors financial and operational performance. Evaluates the executive director based on achievement of the end results and compliance with predefined limitations or requirements.

Serves as the last court of appeal within the organization.

Selects an auditor and receives the audit report.

Good Will and Support

The Board of Directors represents the organization to the outside world and provides support and counsel to the executive director

Supports the organization by making personal donations, garnering resources and advisors and assisting with fundraising.

Serves as the organization’s ambassador to other agencies, funders and potential funders and the general community

Communicates the value of the organization to prospective donors.

Attracts donors, supporters, favorable press, and new board members

Clarifying the role of the board and the role of the professional ED

This tool helps board and executive directors or CEOs clarify who has the primary accountability for what organizational activities. The list shown below and the choice in the responsibility column are not necessarily the correct answers for your organization. If, however, the majority of activities are the responsibility of the board you should explore the question of whether you have delegated sufficient authority to the executive director for them to be effective in leading the organization. Executive directors who must consult with the board on most management decisions may not be able to move the organization forward and respond to opportunities or threats.

Clear authority makes the organization more agile

If a responsibility belongs to the executive director, the board should discuss if the executive director should bring information about that function to the board, in what form and frequency. Unless directed by the executive director, the board should avoid gathering information about the organization or setting up relationships with staff members other than the executive director, since this will compromise the management structure of the organization.


As a group, go through the list of activities and add any major activities undertaken by the board or major activities that are carried out by the ED. Then go through and define who is primarily responsible for each activity. You can use the tools as it is with answers supplied in the responsibility column or use a blank column which opens up the discussion further.

This tool is a vehicle for exploring the assumptions of all members of the board and setting out clearly those activities for which the ED has primary responsibility. Limit shared responsibility to only those few activities that must be shared. Having the lead responsibility for something does not rule out information sharing, monitoring of performance, or consultation between board and ED. Board and Executive Director Responsibilities

Board, ED or Joint?




Develop, approve and modify bylaws

Establish written policies and procedures for board operations not addressed in the bylaws

Appoint committees and hold them accountable

Establish and enforce expectations for attendance at board/committee meetings

Recruit new board members

Train board members

Plan agenda for board meetings

Take minutes at board meetings

Plan and propose committee structure

Prepare exhibits, materials, and proposals for the board and committees

Sign or delegate the signature of legal documents

Follow-up to insure implementation of board and committee decisions

Settle discord between committees


Establish mission

Articulate a vision for achieving the mission

Approve long range goals

Provide input to long range goals

Formulate annual objectives

Direct the operational planning process

Approve the ED’s annual objectives

Prepare performance reports on achievement of goals and objectives

Monitor achievement of goals and objectives


Assess stakeholder/client needs

Oversee evaluation of products, services and programs

Develop new programs or revise current programs

Approve new programs or major revisions to current programs

Maintain program records; prepare program reports

Determine if the organization is being effective in achieving its mission (Review program evaluation, client/customer surveys. Hold meetings with constituents or clients etc.)


Prepare operating and capital budget

Finalize and approve budget

Ensure that expenditures are within budget

Approve expenditures outside authorized budget levels

Provide for the periodic audits and financial reviews

Develop financial policies and procedures , including policies related to private inurement, retention of records, conflict of interest, and whistleblower policies

Approve financial policies and monitor that policies are being followed.

Ensure that there is adequate segregation of financial duties so that no one person in involved in all aspects of financial transactions.

Establish audit committee to receive and review audit


Develop and implement fundraising plan

Individually contribute to ORGANIZATION

Solicit contributions from others

If membership organization: Solicit organizations/ individuals to join

Represent the organization in meetings with potential funders.


Hire and discharge Executive Director.

Establish executive compensation

Ensure succession planning

Establish performance expectations/agreement and annually evaluate the ED

Direct the work of the organization and its programs

Hire, supervise, evaluate and discharge staff other than the ED

Recruit, train, and evaluate volunteers

Handle whistleblower complaints against the ED by a staff member


Interpret ORGANIZATION to local communities

Solicit information from funders, supporters, customers, clients, partners etc. about the organizations performance

Develop marketing plan, materials, and awareness campaigns

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