Board FAQ - Common Board Situations
Contents
Note: Except where indicated otherwise the responses provided reflect the opinion of the Non-Profit Sector Leadership Program (NPSLP).
Feedback » We welcome contributions of questions and/or answers under any of the headings. They can be added with "anonymous, your organization's name or initials, your own name or initials credited as the source. We will contact you before posting anything you send us.
The Role of the Chair of the Board
Q: Should I, as the Chair of my Board, intervene when I do not agree with the actions of the Executive Director?
A: If, as Chair, you see a problem with a decision made by the Executive Director, you need to bring the matter to the Board with the intention of creating a policy that provides better direction on such matters.
Although many boards operate as though the Chair has authority over the Executive Director, in our view this should not be the practice; such authority should be reserved for the entire Board. The Chair's responsibility, which is plenty for a volunteer, is to ensure that the Board itself functions well. In other words, the Chair directs the board and the board gives overall direction to the Executive Director.
(It is worth noting that the form of by-laws still used by some non-profit organizations gives the Chair or President special authority. We would recommend that by-laws be revised to the effect that "The Chair shall be responsible for the effectiveness of the Board of Directors and shall perform such other duties as the Board may assign from time to time.") (NPSLP)
Q: Can the Chair talk informally with staff to find out if the Executive Director is doing things properly?
A: Checking up on the Executive Director by asking other staff is a terribly bad practice. No director, including the Chair, should ever go behind the back of the Executive Director to inquire about his/her performance.
Boards do need to ensure that things are being done properly but they must do this by specifying, through policy, how they expect the organization to be run. Policies should set out in writing what the board requires of the Executive Director in terms of financial management practices, personnel practices, standards of care or quality of program or service delivery. Then when you are evaluating you are evaluating whether policies have been put into effect.
Staff members may be interviewed or surveyed on whether policies are being followed, but ONLY as part of a formal process of evaluating the Executive Director, a process that ought to be developed in consultation with the Executive Director. (NPSLP)
Q: How often should I, as Chair of the board, meet with the Executive Director?
A: If your board meets once a month, then one meeting with the Executive Director outside of the regular board meeting is probably sufficient. When such a meeting includes the other board officers, it then becomes the meeting of the Executive Committee. You should only need to meet with the Executive Director to plan the agenda for the next Board meeting, review policy proposals or organizational planning initiatives.
The Chair is the Executive Director's equal or peer; one is responsible for the effective functioning of the Board, the other is responsible for the effective functioning of the operation. When the Executive Director and Chair meet they do so as heads of their respective "teams".
Many Executive Directors find it very convenient to confer regularly with their Board Chair on operational matters. We think this places an unfair burden on the Chair of the board as a volunteer, and potentially undermines the power of the whole board. In some respects it lets the Executive Director "off the hook" in terms of responsibility. It also limits the range of opinion available to the Executive Director. If occasional one-on-one consultation is wanted, the ED should look to other board members for particular expertise. We see few "pros" and a lot of "cons" associated with the practice of frequent Chair-Executive Director meetings. (NPSLP).
Q: As a board member I have some concerns about what our manager is doing. Is it right to expect I will have the support of the Chairperson in looking at this situation?
A: The Chair's role must include protecting all staff from accusations from individual board members. The board needs to act as a group in dealing with staff. If you have a "problem", it needs to be raised at the Board. The Chair can help you to do this in a constructive way. Protecting staff is not the same as taking staff's side and the Chair needs to consider, and help fellow directors, operate in the best interests of the whole organization, something that may not be so easy to determine in any given situation. (NPSLP)
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Board-Executive Director Relationship
Q: Doesn't the board need to keep a watchful eye on the Executive Director in order to meet our legal responsibilities? Isn't this what "due diligence" is all about?
A: A board that attempts to direct without clear policies is likely to get in more trouble than one than one that spends all of its energy overseeing and approving the work of the Executive Director. The reason for this is that a volunteer board does not have the time to oversee everything and some important things will get missed.
The interests of staff, clients and the organization as a whole are best protected by written policies that give clear direction to the Executive Director on what is expected. The key policy areas for all organizations include financial management, personnel or human resource practices and quality of services or, for the providing services to dependent persons (e.g.. children, seniors, the intellectually challenged) standards of care.
The board's responsibility is not limited to overseeing operations. It is responsible for setting the overall direction of the organization, for securing its future. An organization can get too caught up in "doing things right" and never ask "are we doing the right things?" The board must devote some attention to what the organization should be doing, what outcomes is it trying to achieve? Does your Board have a clear understanding of funding and other trends affecting the organization? Does it know what members and external stakeholders or the wider community expects of it? Does the board spend any time consulting externally or insuring that the organizational is accountable?
Q: The board is the employer. Would it ever be appropriate for the Executive Director to write his/her own job description?
A: Yes! Indeed, this approach is probably not done often enough. A board should be open to this as long as it has a chance to review the job description, have input and approve it.
Obviously, if a board is hiring its first Executive Director it will have given some thought to the type of person it is looking for and will have crafted some kind of job description, if only sufficient details to put in a job advertisement.
If there already is a job description it would be useful for a new Executive Director to review it after they have been there awhile and suggest changes, perhaps as part of his/her initial review or annual evaluation.
The Executive Director's job description, as a list of activities a person is responsible for, is not as important as the outcomes or objectives associated with the work. It is the board's job to determine those outcomes, ideally in consultation with the ED. The key question for the board with respect to the Executive Director's job is what will success look like if the job is well done? In part this will be closely related to the organization's goals. One way of looking at it is the Board sets the objectives, and then determines, with some limitations, the means to reach them. If the objectives are not met, the Executive Director has not been successful. In this sense the job description, as a list of duties, is not particularly relevant. (NPSLP)
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Board-Client Relationship
Q: Should our board deal with complaints from a client about our services?
A: It is generally best to first have complaints dealt with directly by staff.
Every organization needs a clear process for dealing with complaints whether they are from clients or from staff members. A board will want to ensure that the Executive Director puts formal client feedback and staff grievance processes in place and that all staff understand and follow them. These processes should keep the Board from being involved except as a last resort. The board and Executive Director will need to negotiate how best to deal with complaints and grievances, including ones against the Executive Director. This is best done before a complaint arises. Unfortunately it takes a complaint to bring the issue to the Board's attention and they get caught up in resolving the complaint (the "what") and forget to consider how best to deal with such matters (the "how").
A complaints file may be a useful source of information for the Executive Director. A board may also want to insist that such a file be maintained and be used as part of their evaluation of the organization's performance.
Whether it is a letter to the board from an unhappy client or an informal word to one member of the board, it is the Board's duty to inform the client that their concerns are best dealt with by following the established procedure. Ideally, the client should take their complaint to the staff person most directly involved. In other words, it is not the Board's job to be the messenger. Complaints should not go around the Executive Director or through the board to the Executive Director, even if the complaint is about the Executive Director. (NPSLP)
Q: Our organization operates a non-profit nursing home. Isn't the board accountable, first and foremost, to residents and their families?
A: Yes and no. If you think about it, residents and their families are your "customers" and your "owners". It is difficult to separate these interests but important to do so. Customer concerns should be dealt with by staff. As owners, residents and their families will be concerned more the mission and direction of the organization. This is more the Board's territory.
The Board's role is to set overall policies with respect to the care and safety of residents and communication with their families. The Executive Director should be expected to put the necessary procedures in place to implement these more "customer oriented" policies.
The Board's accountability to residents and their families as "owners" has to do with the success of the organization overall not about the services they individually are receiving. The Board may need its own means of communicating with residents and their families on these larger issues. This may be the annual general meeting, a newsletter, focus groups or an occasional consultative questionnaire. Strategic planning can involve clients and families as "owners".
As a non-profit nursing home your "owners" may also include the citizens of the area. They too have something to gain or lose by your organization's success or failure. If this is the case, the board should also consider how it will be accountable to the wider community. (NPSLP)
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Annual General Meetings
Q: What financial information must be presented at our AGM?
A: The required financial information for approval at an AGM is a report on past performance - a statement of revenues, expenditures and resulting surplus or deficit for the year (income and expense statement), and a statement of assets and liabilities (balance sheet) as of the end of the fiscal year. Whether these reports are to be prepared by external firm of chartered accountants (audited statements or "Review Engagement" Report)) or prepared "in-house" by staff and/or your treasurer, will be specified in your by-laws. In the case of the latter the statements must be signed by two directors to indicate the board's confidence in the accuracy of the numbers.
Copies of these two financial statements, essentially two pages, should be available at the AGM for everyone. A verbal report, in our view, is not adequate.
Q: Is it appropriate for the Treasurer to present a budget for the coming year at the AGM?
A: We would encourage this practice even though it might not be required. The AGM usually involves only the review and acceptance of Financial Report for the past year. The treasurer could present a budget for the new year at the AGM for members' information and questions. However, one would not present it for approval as this would imply that any changes in the budget could only be approved at a special general meeting. (NPSLP)
Q: Is one expected to issue an Annual Report (typically the Board or Chair's Report, the Executive Director or Staff Report and the Financial Report) before the Annual General Meeting or afterwards?
A: The practice varies. Few non-profit organizations (not nearly enough in our view) issue formal annual reports at any time. We do not think it matters if the reports are issued before or after the AGM. We would like to see organizations plan for the AGM and immediately following, put together and distribute, to their stakeholders, a formal Annual Report based on the written reports prepared for the AGM. (NPSLP)
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Board Committees
Q: Our board has a Personnel Committee; do we really need one?
A: If you have a full-time Executive Director who has responsibility for personnel matters you probably do not need a Personnel or Human Resources Committee at the Board level. The Board needs to have appropriate personnel policies in place but it does not need to be involved in day-to-day personnel management issues such as hiring and firing or approving job descriptions.
A Board Personnel Committee is useful when an organization is moving from being an all volunteer body to one with paid staff. In this situation such a committee would be set up to create the appropriate policies and procedures leading up to staff taking over this function.
The board's main "personnel responsibility" is the hiring and evaluation of the Executive Director. This can be done by the Executive Committee or a special board committee charged with hiring/and or evaluating the Executive Director. (NPSLP)
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Board Meetings
Q: What can we do about a director who does not let others get a word in edgewise at every board meeting?
A: A "dominating personality" is something most boards run into from time-to-time. The main draw back in having one outspoken person is that other volunteer board members do not get heard and you run the risk of losing them. Another drawback is that some valuable discussion will happen outside the meeting in ways that are not good for the board as a team.
Here are few proven ways any board member, not just the chair, can suggest ways to achieve a more balanced discussion:
- Propose some participation "ground rules" on the premise it is good to hear from everyone. Do this at the beginning of the meeting.
"Before we start the meeting I would like to suggest we try setting some ground rules to see if we can improve our meetings. I am not sure we are doing a good job getting everyone's input!"
"One ground rule I world like to suggest is that on every item we give everyone a chance to speak"
- Propose a discussion about the role of the Chair. Make it the chair's responsibility to ensure that everyone has been heard from on key issues. A good skill for any chair is the ability to ask questions:
"Linda, we have not heard from you on this matter; what do you think?"
- Employ a formal "go around" where everyone who wants to speak gets a chance. You might even want to employ a "talking stick".
- Regularly, or at least once and a while, evaluate your meetings. All it takes is ten minutes at the end to hear from everyone on "What did we do well to make this meeting effective?", and "What can we do better to make our next meeting more effective"?
"I'd like to see everyone voicing their views. We need to do a better job inviting all to comment."
(NPSLP)
Q: We are not sure what matters or issues that typically arise at board meetings require the formal approval of the board?
A: In our opinion the matters that normally require a formal motion and vote to approve at regular board meetings are:
- the budget, and once approved, changes to the budget
- non-budgeted expenditures (sometimes over a certain dollar amount)
- board meeting agenda
- statements of policy which give explicit direction to staff and volunteers regarding what should or should not be done
- the adoption of a strategic plan or organizational goals and objectives
- statements which state the organization's public position or opinion about an issue
The following, which are often for information purposes only, do not require approval but may be acknowledged with a motion and vote to accept, are:
- Executive Director's report
- Committee reports
(NPSLP)
Q:Our board is concerned with its financial responsibility. Isn't it a good idea for the executive director to have us approve all major expenditures?
A: It is good you are concerned about your financial responsibility. The best way to meet this responsibility is to set a budget for revenues and expenditures and ensure that the Executive Director understands that he/she needs to operate within it.
The board should approve the budget, monitor the organization's performance in relation to it through monthly or quarterly reports from the ED, and amend it when it sees a potential problem on either the revenue or expenditure side.
The Executive Director should be able to make expenditures that are consistent with the budget and any other financial decisions according to the financial policies that the board has set out (a policy on when to ask for quotes from competing vendors to ensure the best price is one such policy). A sample set of financial management policies can be found elsewhere on this website. The board should not spend any time approving individual expenditures that are within an already approved budget. (NPSLP)
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Role of the Secretary and Treasurer of the Board
Q. Who should take the minutes of board meetings?
A. There are a number of different approaches that boards take in recording minutes. Often the minutes are taken by the Secretary who is a volunteer. This is an important and demanding job but no less so than that of the Treasurer or Chair. A board should be clear about the responsibilities of its officers and in doing so may want to exempt them from other duties such as serving on committees.
Some boards appoint a "recording secretary", typically a member of staff who sits in on the meetings for this purpose but does not contribute to the discussion or vote. Even with a "recording secretary", it is still the official board secretary's job to ensure that the minutes get out to board members prior to the next meeting, and to maintain the official minute book or binder of all the minutes. We would recommend two minute books, one for more current minutes that is kept in the office and is available to anyone and a formal one or formal set of minute books or binders that is kept in a safe place like a fire proof box.
Where the work of taking minutes belongs to a volunteer director, some boards will choose to the rotate the role of recording secretary. This can work well, although in these circumstances a formal Board secretary will still be required.
Boards should be careful about falling into a long term situation of having a secretary "in name only" and leaving the actual responsibility of taking minutes with the Executive Director. Having the Executive Director take minutes is a poor board practice. It is usually the sign of an uninterested board whose members are willing to come to meetings but not take on any work between meetings. (NPSLP)
Q. Many organizations combine the job of Secretary and Treasurer. Is this a good practice?
A. This is often done on boards where it is hard to find anyone to take on an officer's responsibility, where finding someone willing to be the Chair of the board is difficult.
Combing the roles can work in small, totally volunteer groups or on the boards of organizations where staff members are present to support these two roles (as recording secretary and financial officer). If you have a volunteer director who is a retired person and is willing to take on both jobs, it can also work.
Generally speaking, we do not support the practice of combining these roles. Keep in mind that each of these jobs are probably no more time consuming or specialized than that of the Chair of the Board. Not having someone willing to do them speaks to the strength of your board members' commitment and their understanding of time expectations and role responsibilities. Each of these board jobs are important and deserve a job description that befits the time and skills of a volunteer director. (NPSLP)
Q. How you can say the Treasurer's job does not require special expertise?
A. (Forthcoming)
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Minutes of Board Meetings
Q. Who job is it to review and approve the minutes before they are sent out?
A. It is the secretary's job to review the minutes before they are sent out. If the board so desires, the Chair might review them too. This is easy when the Secretary knows what the Board expects of the record of their meetings, and he/she is working with a standard format that the board has adopted and has followed.
Some boards make a practice of having Chair review the minutes before they are sent out. This is understandable in situations where details of the minutes can be a source of conflict as can be the case when they are a record of who said what to whom and how people voted. If you find yourself consumed with drafting, reviewing and redrafting the minutes, you probably need a much less detailed format.
Our view is that once an agreed format for minutes is in place and the Board has someone with experience in the role of secretary, the minutes do not really need to be unofficially approved as they will be are officially approved at the next meeting.
Q. How detailed do our Board's minutes need to be?
A. In our opinion the recorded minutes of an hour and a half to two-hour board meeting should not exceed four pages and can often be less. It is important to keep in mind that board minutes should be treated as open to review by members of your Association and possibly even by members of the public. They are not a private record. They need to reflect the board acting as a team. Here are some guidelines:
- The board itself should discuss and decide the format of its minutes and the level of detail it feels it requires. This not a decision for whoever is taking the minutes.
- Avoid recording who voted for and against a particular decision unless a particular director wants his/her vote "on record". Generally speaking it is sufficient to record that a motion was passed or defeated, or if passed, if it was passed unanimously.
- On any agenda item you only need to record a few general comments to capture the general sense of what was discussed. It is best not to record who said what about the particular item.
- There is generally no need to record disagreements among people although to capture the thoroughness of the discussion, it may be useful to record the pros and cons considered by the board.
- Except for extraordinarily important decisions there is no need to record the fact that motions were made and seconded and who was involved. Indeed, as a record of important decisions, the minutes only need state the text of the policy approved ("The following policy was approved..") or, if not a policy, the text of the non-policy decision ("The Board agreed to the following action:").
- As a general rule motions defeated need not be recorded at all. However, if a controversial matter is brought to the board, the directors may wish to record the fact that the matter was considered and defeated.
- Always indicate on the first page of the minutes the date of the meeting and who, by name, was in attendance, who is not in attendance but had indicated their regrets, as well as other Board members not present.
- Record the minutes using and following the order established by the meeting agenda.
- Many boards highlight policy decisions and/or action items. There is no one best way to do this. Policy decisions should be copied to the policy manual along with the date of the decision.
Following the above guidelines will result in minutes that meet the Association's legal requirement for Board records, help make the job of secretary manageable, not to mention save a few trees.
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Staff and Volunteer Involvement on the Board
Q: Should we have a staff representative on the Board?
A: This question usually means should we have staff, other than the Executive Director, represented on the board. This is a difficult question as it is often tied to the underlying values of the organization. There is no simple answer and no right or wrong approach.
One point of view is that only the Executive Director should serve on the board. The interests of staff are best protected through establishing good HR policy and insuring that the Executive Director is held accountable for abiding by it. Having a staff member on the board, some say, makes it more difficult to hold the Executive Director responsible for being a good employer since the board, by virtue of its composition, shares some responsibility.
Staff members can be great board members if they can bring to the board a broad community perspective and possibility a client perspective. Having them on the board as to bring a staff perspective puts them in the role of a counter balance to the Executive Director which sets up a potentially conflictual situation that many potential board members might shy away from.
Having a staff representative on the board in an non-voting position, in our view, is not much better We think there are better ways to ensure staff input, in part at least through formalizing staff participation in evaluating the performance of the Executive Director, which is, in effect evaluating the performance of the organization. Such evaluation ought to focus on ends (outcomes) and means, particularly how it has conducted itself as an employer.
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Conflict on the Board
Q: If I, as a board member, do not agree with a board decision what should I do?
A: Assuming you were present at the Board meeting (or could have been ), when the decision was made and therefore had an opportunity to have your point of view heard, then there is nothing you can or should do but support the decision of the majority..
Not being present when a decision was made does not give you the right to publicly disagree. The board of a non-profit organization should perform more like a team than a parliamentary body. Disagreements on boards are commonplace and often healthy but differences need to be kept within the board. It would be destructive to the board and the organization for you to voice your disagreement outside, especially to staff or clients
If the matter is highly important to you and the decision made is impossible for you to support you should consider resigning from the board. (NPSLP)
Q: We are a volunteer board in crisis! Can the board get rid of its chair if he has been going behind the Board's back in striking special deals and undermining the work of the Executive Director? Can we even meet to address the issue if the Chair will not permit this to happen?
A: Inappropriate behaviour should be grounds for removal of any person from the board not just the director who is the Chairperson. If criminal behaviour is suspected, a board member should contact the police. Otherwise your by-laws should give some guidance on the matter of removing directors. They often state that "inappropriate behaviour" as determined by the Board can result in a director's removal. The Chair is a director like any of the others.
If your by-laws do not provide any guidance on this matter, here are several approaches to take on the problem:
It is difficult to "depose" the chair if he/she was elected or appointed, along with other officers, by the members at an Annual General Meeting. It is easier to dispose the chair in organizations that select the board of directors at the AGM and have the directors select, at their first regular board meeting, the officers, including the Chair.
In the first situation it may be difficult to get rid of the person without calling a special membership meeting, unless there are, as indicated above, procedures in place in the by-laws to force a "problem" director, chair or otherwise, to leave. If there are no procedures in place in the by-laws, we believe the Board itself should act independently from the membership even if the person creating the problem cries "foul".
In calling the meeting to get rid of a director, unless the by-laws stipulate that only the chairperson can call a board meeting, any director can call for board meeting, a special one if necessary, to take action. You would not call such a special meeting or make a motion to remove a director without having good reason to believe the motion would be supported by the majority. A motion to "remove (so and so) as the Chairperson of the Board" is probably not what you want; you need a motion to remove the person from the Board itself.
Do you need to give reasons other than "inappropriate behaviour" to get rid of a board member? No, but if you have policies in place including a job description for the Chair and a written "code of conduct" for board members, it should not be too hard to give specific reasons. If you do not have a policy in place, a "crisis" like this will be an incentive to create something so that everyone knows what is expected of them.
A word to the wise with respect to Executive Director (ED) involvement in this situation: ED's should stay out of it as much as possible. It is the Board's job to deal with this. If you do not have a strong board, that is if your board is more likely to flee than confront the situation, you are going to be in a bad spot. (NPSLP)
Q: Could a director take legal action against the board if we voted for his removal?
A: Where the board of directors themselves appoints the officers; the Board can, and should, vote to force the Chair of the board, or any other officer or director, to leave if they are convinced he/she is not operated in the best interest of the organization. Unless the board has made a "libellous" public statement about the person, in our view a director who is removed from office has no legal recourse; the Board is the final authority. Threats of legal action by a disposed director or chairperson should not be taken seriously. There is no "contract"; the courts have no authority to reinstate a director on the board of a voluntary organization. (NPSLP)
Q: Something was said at a board meeting that really bothered me. Should I ask for a special meeting with the Chair to express my feelings about it?
A: This depends on your degree of discomfort with differences of opinion, strong views and opinions being expressed at a board meeting. When people feel strongly about things, they will not always choose the right language and they will have no control whatsoever over how people will hear them.
Whenever possible, one should express one's feelings on important matters at regular board meetings. This includes the impact of an earlier discussion on you personally. Side meetings of some directors outside of the normal business of the organization will tend undermine the board as a cohesive group.
We would encourage you to express how you feel, as hard as it is to do. Try to separate the impact of what was said from the intentions (yours and theirs); they are often not the same. You will be in a strong position to express how you feel if you have been keenly involved so that your commitment to the organization is not in question. Expressing your feelings appropriately will be a good lesson for new board members, it will make it OK for them to do so when they are bothered by something. (NPSLP)
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Other Issues
Q: Should members of the board of directors receive financial compensation for their time?
A: No. Board members should be volunteers. Although the Nova Scotia Society's Act for example, does not prohibit non-profit organizations from paying members of the board for their time, ethically this is not consistent with the community's understanding of what it means to be a non-profit organization and part of the "voluntary sector".
It is worth noting that some people sit on "volunteer boards" as part of their paid work. This includes most government representatives. One way to acknowledge the difference in the kind of commitment made is to assign to the organizations they represent, ex-officio and perhaps non-voting status.
Some government appointed boards and commissions pay members for their time, (e.g $100 per meeting), but these organizations are really quasi-non-profit organizations.
It is acceptable for directors to be reimbursed for modest expenses they incur in performing their duties such as travel costs to attend meetings. The practice for reimbursing board members should be outlined in a board policy. (NPSLP)
Q: Is it fairly common for by-laws to indicate that a board may appoint or replace directors during the year? What about officers?
A: It is common for by-laws to indicate that the Directors may fill empty spaces on the board during the year from within the membership, those being appointments subject to ratification at the next AGM if such persons are to continue.
In terms of the appointment of officers your by-laws should indicate how the officers are selected. Some organizations nominate and elect the directors and the officers at the AGM. Alternatively some by-laws indicate that the directors selected at the AGM choose the officers of the Board at the first regular meeting following the AGM. Some organizations chose the Chair at the AGM but leave the other officers to be appointed by the Board. (NPSLP)
Q: Should representatives of our funders serve on the board?
A: The short answer is that there is no reason they should not, as long as they add value to the governance role of the organization. Funder representatives, however, are no less likely to misunderstanding the role of the board than anyone else. If they are on the board to govern rather than to manage, and prepared to act appropriately given they may have a conflict of interest, we see no real problem. We would recommend that funder representatives on the board be bound by the job description that applies to other board members or have their own.
It is fairly common for funders to sit on the board in an ex-officio capacity sometimes as voting members, sometimes not. Where difficulties sometimes can arise is when their representation lacks consistency in terms of the people involved. Having different persons in the funder's place on the board from meeting to meeting can make the board's job much tougher tan it needs to be unless they are prepared to sit as an true observer.
We would strongly encourage boards to incorporate ex-officio positions into their recruitment practices, practices which need to look at individuals and their skills, knowledge, resources and personalities. If a funder is interested in being represented on a board they should be willing to take the organization's advice on who best can fill the seat. (NPSLP)
Q: What exactly is an "ex-officio" position on the board?
A: Ex-officio means "by virtue of office or official position" That is, the position on the board, or on the Executive Committee of the Board, is assigned to whoever inhabits a particular position inside or outside the organization. For example, Past Chairs are often ex-officio members of a board's Executive Committee. Government departments that provide funding to an organization are often involved as ex-officio board members.
It is common for ex-officio positions to also be designated as non-voting positions but this is not necessarily so. (NPSLP)
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