Enforcing Board Member Responsibilities

By: Melanie Lockwood Herman

How to establish expectations and help your board surpass them.

Q: How can we ensure that our board members meet our organization's expectations?

A: The generous contributions of volunteer board members' time make the ambitious missions and innovative programs of nonprofit organizations possible. But individual board members may shirk responsibilities or behave in an unbecoming manner. Possible damage may include discomfort, resource and focus drain, and the departure of more effective board members. The solution is preventing bad behavior or poor performance wherever possible, as well as addressing it in a timely and effective manner.

Begin Before the Trouble Starts

Provide a board job description that clearly describes expectations. If board members are expected to raise funds or required to attend meetings, say so. If questions to staff must go through the executive director, describe the chain of command in explicit terms.

Schedule a board orientation and leadership training session. Board training is often best received when the messenger is unconnected to the board. The messenger should be equipped to talk about governance responsibilities in general (e.g., the duties of care, obedience, and loyalty) as well as nuances pertaining to your board (e.g., the division of labor between board and staff).

Provide coaching for the chair. A chair needs to have leadership ability, effective listening skills, and a stomach for tough issues, including disputes involving board members. Consider ways to position your board chair for an effective term of service by providing the information, resources, and support he or she will need to serve with distinction.

Establish a communications protocol. Choose methods that work for effective board communications, such as Robert's Rules of Order, and make certain newly elected members understand how to stay in the loop. Board portals, password-protected websites, and email groups offer options but are only effective when used consistently.

Define and Reinforce Norms

To keep the peace and empower board members, define and reinforce the norms for the board.

Develop a set of protocols for in-person and telephone meetings. How do you encourage candid participation, keep meetings on schedule, and prevent members from sidetracking or sabotaging discussion? When should members expect to receive background materials, and how will they be transmitted?

Define the relationship between the board as a whole and its committees. Nonprofit board structures vary to a large degree, and board members may find the structure that works for your organization unusual or confusing.

Explore ways to maximize board engagement and participation. All board members should have an opportunity to participate in discussions and have all questions answered before any votes are taken.

Anticipate Trouble and Plan Accordingly

Even a group of dedicated volunteers will sail into troubled waters. Anticipate difficulty and plan the board's reactions.

Timely follow-up concerning minimum commitments. The board chair (or another board member designated the enforcer) should act immediately to inform board members when their participation is becoming unacceptable. Calling a member who has missed successive meetings and is subject to automatic removal is a professional and appropriate form of intervention. Determine whether absences are due to unavoidable schedule conflicts, the member's discomfort with discord between board factions, or other issues.

Disclosure and formal action. In a worst-case scenario, the actions or behavior of one board member may need to be disclosed to the members of the executive committee or the full board. Addressing unsatisfactory behavior is often difficult, even for the most experienced chair. A chair reluctant to get involved must understand that doing so is necessary to keep the board focused on its mission. The chair should also recognize the importance of using the right tools for the job. Email is sometimes ineffective and inappropriate. A bad actor's ally on the board might be a good emissary.

While there is no magic formula to ensure that board members do as they promise and conform to your organization's norms, there are practical steps to take at all stages of board service. Heading off trouble, anticipating difficulties, and taking timely and appropriate action are essential elements of successful governance.

Melanie Lockwood Herman is executive director of the Nonprofit Risk Management Center and immediate past chair of ASAE's Legal Section Council. Email: [email protected]