Non-profit board of directors

Directors must oversee the accomplishment of the organization’s purposes. Initial directors are appointed by the Founder. Thereafter, the organization’s Bylaws stipulate the manner of election as well as term of office, qualifications, termination and other matters pertinent to these individuals. Below are some guidelines on choosing the right initial board members:

First and foremost, you should choose people who share your sense of mission. If they do not care deeply about the very purpose of the organization, their value is minimal. Be aware that some people like to serve on boards to enhance their resumes or feed their egos. Board membership is a privilege and hard work. Self-serving members can be a liability to an organization.

Secondly, look for a history of business or organizational competency. It is not necessary for every board member to have prior experience as business leaders, however, board members should understand principles of good business practices. They should be long-game strategic thinkers. They should be willing to give of their time and money to see the organization’s mission accomplished. Make sure your directors recognize that their job is to provide a mission, not to micro-manage operations.

Third, board members must be people of integrity. The stakes are high and unethical behavior can be devastating to a non-profit, saying nothing of the legal ramifications for your organization.

Fourth, find money makers. Fundraising is a large part of the board’s responsibility. Choose people that are enthusiastic fundraisers (and preferably givers as well). Such persons are not afraid to ask for donations and routinely make personal donations. Giving time is great and necessary, but without money your organization will not thrive.

As vacancies occur on your board, replacements will be governed by the non-profits bylaws.

The bylaws are the internal rules of governance that the organization’s board is bound to operate within. A compliant set of bylaws will contain specific rules that spell out (among other things) the responsibilities of board members, as well as things like length of terms (1 year, 2 year, etc.) and the processes for removing and adding board members. It is absolutely critical that the bylaws are followed to the letter, lest there be grounds for a legal challenge by anyone so choosing to question the procedures employed. This is not optional! State corporate law, as well as IRS 501(c) requirements, demand it. An important corollary: Make sure that your bylaws are drawn up by someone who understands these issues.

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