Board Roles and Responsibilities

Key Roles of the Board

The board of directors of an incorporated, non-profit organization is legally responsible for the governance of the organization.  Within that mandate is the expectation that the board will develop, implement and monitor policies that will allow the organization to carry out its work. 

A board is elected by, and accountable to, its membership. While a board may appoint staff and/or committees to carry out specific work related to its policies, programs and services, the board is ultimately responsible for meeting agency outcomes.

There are limitless resources available that define key roles and responsibilities of boards. While details vary from resource to resource, there are some broad-based philosophies that are consistent.

Collective Board Responsibilities

Collectively, the board must:

• Determine a governance model and ensure that appropriate organizational policies and structures are in place

• Participate in the development of a mission and strategic plan for the organization

• Hire and ensure that an effective management team is in place (i.e., Executive Director)

• Maintain effective partnerships and communication with the community, the organization’s members and its stakeholders

• Maintain fiscal responsibility, including raising income, managing income, and approving and monitoring annual budgets

• Ensure transparency in all communication to members, stakeholders and the public

  • Evaluate the organization’s work in relation to a strategic plan

  • Evaluate the work of the board of directors, ensuring continuous renewal of the board, and plan for the succession and diversity of the board

Responsibilities of Each Board Member

Individually, each board member must:

• Act in the best interests of the organization

• Understand the roles and responsibilities of being a board member

• Be familiar with the organization’s bylaws, policies and procedures, strategic plan, mission, etc.

• Ensure he/she avoids conflicts of interest including operating in the best interest of the organization not in self-interest or the interest of a stakeholder group

• Respect confidentiality policies that pertain to membership and board discussions

• Keep informed about  the organization’s financial activity and legal obligations

• Bring his/her own skills, experience and knowledge to the organization

• Attend board meetings regularly and arrive prepared for meetings

• Support board decisions once they have been voted on

Joining a Board

Ideally, when joining a board (or perhaps before deciding to join) one should learn the:

• Governing structure the organization operates under

• Roles, responsibilities, and functions of the board within the governing structure

• Job description for board members

• Measurement and standard by which board members are evaluated

Continuous Responsibilities of the Board

While the level and detail may vary from board to board, overall, effective board members are continuously:

• Governing

• Leading

• Recruiting

• Supporting

• Planning

Governance Expert Key Considerations

Cyril Houle, a governance expert and author often cited in board governance resources, defines the board’s role and responsibilities based on three different activities of organizations:

1. Governance: The board develops policies that give overall direction to the agency.

2. Management: The board takes action and makes decisions to ensure that there are sufficient and appropriate human and financial resources for the organization to accomplish its work.

3. Operations: These are the activities related to the delivery of services or programs of the organization. (The degree to which this occurs depends on the board governance structure.)

Board Member Job Descriptions

Clearly written job descriptions help board members understand and agree to, the role they are expected to play in an organization. Job descriptions, which need to be approved by the board, can also serve a purpose in evaluation and recruitment of board members. One job description can be developed for general board members and then specific descriptions can be developed for each executive officer member (Chair, Vice-Chair, Treasurer and Secretary).

The Muttart Foundation provides an excellent and free online guide to developing board member job descriptions: https://www.muttart.org/wp-content/uploads/2015/11/Developing-Job-Descriptions-2008.pdf

Of course, sometimes, even when you detail the roles and responsibilities of board members, it’s no guarantee that all board members will follow those guidelines. What do you do when board members are not following their job descriptions, or are not following through on their responsibilities? Check out some good tips in an article called Enforcing Board Member Responsibilities at this link: https://www.nonprofitrisk.org/resources/articles/enforcing-board-member-responsibilities

Position: What is the job title?

Authority: What authority does the position carry?

Responsibility: To whom is the position accountable? What are the broad areas of responsibility?

Term: How are board members elected and for how long? How do board members leave the board?

General Duties: What are the typical duties board members are responsible for?

Evaluation: How will board members’ effectiveness be assessed?

Qualifications and Skills: What specialized or practical skills are needed to do the job?

Benefits: What benefits can a board member expect to receive?

Time Requirements: What is a realistic estimate of the time required as a board member?

Executive Officers

Depending on the governance structure of the organization executive officers will vary. Some examples of executive officer positions include:

• Chairperson (or president): Chairs board meetings; responsible for the conduct of board meetings and of board members; sets and follows agendas; the spokesperson for the organization to the public; often a signing authority on legal and financial documents.

• Vice-chairperson (or vice-president): Fulfills duties of the chairperson in his/her absence.

• Secretary: Takes accurate minutes of board meetings and is responsible for distribution of minutes; keeper of board bylaws, policy statements and board correspondence; maintains database and accurate contact information of current board of directors. (Depending on the board’s governance structure, some or all of these functions may also be assigned to staff with the secretary providing more of a support or oversight role.)

• Treasurer: Accounts for and reports on the funds, budget and expenditures of the organization; often a signing authority on financial documents.

Although not as common, some boards also have a past chairperson (or past president) as an executive officer whose role may be to mentor and support the current chairperson. Some boards may also decide to have a shared leadership model with co-chairs taking turns chairing the meetings rather than having a chair and vice-chairperson.

Executive officers may be elected and/or appointed by the board as a whole or by the broader organizational membership. These positions may also be rotating positions throughout the term of a board. When these positions exist, the board as a whole needs to define the executives’ functions and decide on the amount of authority each title brings with it.

The trusteeship of the organization belongs to the board as a whole, not only to its executive members … the legal responsibility of executive members is to see that things get done, but not necessarily to do them themselves.
(Source: The Non-Profit Board Development Workbook. Edmonton Social Planning Council.)

Board Composition and Stakeholder Representation

The number of board members required to be placed on an organization’s board is specified in the organization’s constitution and bylaws. This number can be changed with the approval of the board and the membership. Criteria around representation of stakeholders and clients are also laid out in an organization’s constitution although in some cases there may be guidelines imposed by a funder. For example, according to the guidelines of the Ministry of Advanced Education and Skill Development (MAESD) for funded Literacy and Basic Skills (LBS) regional literacy networks, 50% of the board must be comprised of representatives of funded LBS delivery agencies.

A general rule of thumb for non-profit organizations,  board composition is a minimum of five board members and ideally no more than eleven. It is also recommended that a board have an odd number of members so that ties when voting may always be broken.

The Pros and Cons of Small and Large Boards

(Source: The Non-Profit Board Development Workbook Edmonton Social Planning Council)

Small Board

• Easier consensus on difficult or challenging issues

• Less or no need for committees

• Less or no need for executive members of an ‘inner board’

• Requires the board to function together in all decisions

Large Board

• Increases chances for greater diversity on the board

• Increases opportunities for greater representation of the community of specific target groups of the community

• Easier to establish a quorum at the board meetings

• Opportunity for committees and for board members to specialize or hone skills

When seeking out stakeholders and/or clients of the organization to hold designated board positions it’s important to have specific job descriptions and roles clearly identified. For example, is the person representing, speaking on behalf of, or voting on behalf of a stakeholder agency or as an individual?

Boards may also choose to develop a policy in terms of client representation on a board. An example policy is:

Agency clients may be accepted as board members when it does not constitute an obstruction or conflict with provision of services to the client.

Before deciding whether clients or consumers will have a designated seat, boards should ask:

1. What will the board and organization gain from their presence and perspective?

2. What challenges, if any, does their participation create for the board and organization?

The answers to these questions will assist the board in making a decision and allowing for support if needed. For example, it would be very important to have the input of a young person on a board that has a mission to serve youth, but it also may be necessary to appoint another board member to be a mentor and support to this young person. In literacy, many agencies have adult learners serving on their boards, and these adult learners make invaluable contributions. For example, learners can provide their perspective on any proposed changes to delivery services. They can also provide feedback on the clarity of written board communications. Having a voice on the board of directors can help learners know that they have a say in how the agency operates. However, agencies may need to also consider ways to support adult learners on their boards, for example (depending on reading levels) providing help with reviewing agendas and minutes prior to a meeting.

Board-Staff Relations

As noted previously, one of the key responsibilities of board members is to hire and ensure an effective management team is in place. In most cases in non-profit organizations that means hiring the Executive Director (also may be known as the Chief Executive Officer, Administrator, Manager, etc.). From there, sometimes with input from the board, the Executive Director (ED) hires other staff.

The ED is the link between the board and other staff, and the board communicates its directives or human resource policies to other staff through the ED. Board and committee meetings are usually the place for the board and ED to communicate, share information and decide on work related to the organization. The ED is usually considered an ‘ex-officio’ member of the board, meaning he/she attends board meetings, participates in discussions, and receives and provides reports but has no vote.

Whether a board is preparing to hire an ED or conduct a performance appraisal of a current ED it’s important to clearly define the role, responsibilities and expectations of both the board and the ED.

Depending on the governance structure of the organization the relationship between the ED, other staff, the Chairperson of the board, and other board members will vary. However, the board is responsible for ensuring:

• Development of the ED  job description which includes areas of authority, a summary of responsibilities and the communication and reporting protocols between the board and the ED

• Interviewing, hiring and providing training opportunities for the ED

• Conducting evaluation and performance appraisals of the ED on a regular basis

Depending on the circumstances related to hiring, an outgoing ED or external expert may also be called upon to play a role in this process.  Either way, the board is ultimately responsible for making the final decision.

The Hiring and Performance Appraisal of the Executive Director published by the Muttart Foundation (www.muttart.org) is an example of a workbook that provides a board with tools and strategies for carrying out tasks such as developing job descriptions, developing a search committee, pre-interview activities, advertising, making the job offer, and templates for conducting evaluations and assessing the working relationship between the board and ED.

When boards and senior staff are supportive of each other it creates a strong team that in turn enhances the strength of the organization. Linda Conley, former board member of Community Literacy of Ontario and retired Executive Director of the Prince Edward Learning Centre, said the following about the importance of this support.

When they are working on things such as strategic planning or developing policies and procedures I do the leg work and present them with information and structures that they need to act effectively and efficiently.  I try not to bother them with too much detail about the day-to-day operation of the centre, but organize myself so that the centre benefits from the time and effort that they put into setting our direction.

Board Member Agreements

Board members are often asked to sign agreements as part of their responsibility on the board. These reflect the organization’s policies. A breach of an agreement is often grounds for a board member’s termination. Examples of such agreements include:

• Confidentiality and/or Privacy Agreement—Board member is asked to respect the confidentiality of information gained as a result of serving on a board such as client information, personnel, membership, finances, etc.

• Conflict of Interest—Requires a board member to declare if he/she has a personal interest in an area that is of interest to the organization. Being in a conflict position does not automatically disqualify a board member, but not disclosing the conflict can lead to a breach of the agreement.

• Code of Conduct—Boards may develop codes of conduct that cover everything from communication protocols, use of expense accounts, dress codes and language used at board meetings. Generally, non-profit organizations with volunteer board members are less formal on conduct rules; however, there may be overall rules and expectations about respect for the organization and other members. Any such rules are often included as part of a board member’s job description.

• Competition—This applies more to individuals who in their working life may be involved in the same line of business as the organization for which they are also a board member. It protects the organization from people who may gain inside information, or skills and experience, from serving on a board and then use that knowledge and information to compete with the organization to offer services.

While it’s true that agreements may seem overly ‘formal’, especially when a board is working well and there is strong communication and trust among members, when boards aren’t working well this is often a time when it helps to have agreements to fall back on.

Creating a Mission and Vision

One of the board’s key responsibilities is to define the mission of the organization. The mission, or purpose, is the reason the organization exists. The mission informs the organization’s values, objectives, policies and procedures. The board, its committees, its staff and its members work to achieve the mission while ensuring the organization works with integrity, transparency, efficiency and accountability.

Vision is based on a future state the organization is working toward. For example, Every adult will have access to free literacy services is a vision understood by everyone in the organization and forms the basis for decision-making. 

Mission is the way in which the vision is realized.

Organization ABC will provide free literacy services to adults in Southwestern Ontario is an example of a mission. To use another example, Community Literacy of Ontario’s mission statement is to support, promote and provide a united voice for Anglophone community-based literacy programs in Ontario.

The United Way’s Board Development resource suggests the following items to consider when developing a mission statement:

• What is the organization’s vision of its future?

• What will distinguish the organization from similar organizations?

• How do the organization’s values relate to its vision?

• What results and/or benefits can the members or clients of the organization expect?

Creating a Strategic Plan

Strategic planning is a critical role for boards. It involves looking ahead, making decisions and taking appropriate action to avoid pitfalls and bring about improvements in an organization. This process results in a strategic plan for the organization that often covers a two to five year period. Both the process and the plan provide direction and goals for the organization but also have a direct impact on programs and services, the number and role of committees, resources needed, governance and staff structures.

Two key points to remember about strategic planning is that the process is as important as the plan and that the planning process is a continuous one. You can learn more about strategic planning and follow a step-by-step process designed for literacy agencies by visiting Community Literacy of Ontario’s self-study training module on Strategic Planning at the Literacy Basics website.

Here is an example of Community Literacy of Ontario’s previous strategic plan; you can view it at: www.communityliteracyofontario.ca/wp/wp-content/uploads/2013/07/CLOs-strategic-plan-August-2012.pdf

Activity

Many boards decide to hold retreats, focus groups, or other professional development events to help them define the roles and responsibilities of their boards and directors and evaluate their performance. These events can also serve as a platform for further governance development such as creating a mission statement, drafting job descriptions and designing a strategic plan.

CLO held such a board development focus group. The questions put forth to the board members can be a template for a similar activity you may want to organize for your board.

1. What do you see as your board’s job?

2. What do you see as not being a role of your board?

3. Name three key board responsibilities.

4. What does your board do well? Not so well?

5. How do you provide board orientation, training and ongoing support?

6. What are your strategies for board recruitment and succession planning?

7. How does board evaluation happen in your agency?

8. What tools and resources have helped your board be more effective?

9. What are your tips for effective board meetings?

Additional Resources

1. Imagine Canada’s “Sector Source” contains a wealth of free, practical resources related to board governance. Don’t leave home without it!: http://sectorsource.ca/managing-organization/board-governance

2. Community Literacy of Ontario hosted two helpful podcasts on Board Roles and Responsibilities. Just click on these links to access them: Part 1 and Part 2.

3. Coloring Outside the Box…One Size Does Not Fit All in Non-profit Governance. This newly released study presents findings and recommendations from community and organizational leaders about ways to improve board function and effectiveness, and proposes discussion questions to facilitate conversations between staff and board leaders about their roles and responsibilities in maintaining the culture and values of the organization.

4. Online Modules to Help You and Your Board Clarify Roles and Responsibilities. The Board Development Program, in partnership with Alberta Library Trustees Association, has developed an online learning module to help new board members and library trustees (and those looking for a refresher) to strengthen their governance skills. This module has sound, text and graphics to guide you through the content.

5. Sample Governance Policies, by Mel Gill from The Institute on Governance, covers board structures, board roles, committees and many other key topics.