FAQ

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FAQ2017-02-08T20:41:27+00:00

Frequently Asked Questions

What is Executive Service Corps of the Triangle, and what do they do?

Executive Service Corps of the Triangle (ESC) (www.esctriangle.org) provides professional, affordable consulting to nonprofits in Orange, Wake, Durham and Chatham counties of North Carolina to help them achieve their missions. ESC also created and maintains this Build a Better Board website, which facilitates matches between nonprofit boards that are looking for new directors and individuals who are looking for board membership opportunities.

Candidates

Generally, nonprofit board members are unpaid volunteers. As board members, people give time, talent, and money to nonprofit agencies because they want to help the agencies make a positive difference in the world. People usually join nonprofit boards working for causes they personally believe in and feel committed to, often because the agency’s mission somehow touches their lives or the lives of their family and friends. In addition, serving on a board offers the opportunity to meet interesting people, work as part of a dedicated team, and gain significant leadership experience.
All board members need to have several hours each week, on average, to work on assigned board activities. These activities are mutually agreed upon between you and board leadership. Board members should be good team players, conscientious and reliable, and excellent communicators. Specific skills (e.g., legal or financial knowledge) are also very helpful to boards, although each nonprofit needs a different mix of these specialized skills. You do not need to have advanced levels of education to be an effective board member – dedication, energy, and the willingness to donate your time are much more important.
YES. To be a successful board member, you should have a passion about the nonprofit’s mission. You will be motivated to contribute to a board only if you believe strongly in what the agency is doing. If you want to join a board, study the agency’s mission and vision statements carefully and join the board only if you feel inspired to help that nonprofit do the type of work it does.
The Build a Better Board website is a great way for you to find out about nonprofits that are looking for new board members and their special needs, and to assess how well you might fit as a board member for an agency. You can also learn about board opportunities by reviewing websites and communicating directly with nonprofits whose mission you find interesting and inquiring whether they are looking for new members.
Probably, but every board is different. Many, but not all boards, require board members to make personal donations. Even if donations are not required, most boards want 100 percent “participation” in donations from board members. Some have required or suggested donation amounts, but many more simply ask board members to contribute financially to the organization at a personally meaningful level. Some boards suggest that board members who cannot make personal contributions should give their time and energy to assist in fundraising from other people and organizations. Some have a “give or get” policy, with board members meeting a given level by a combination of personal gifts and raising funds from others.
At least indirectly, the answer to this question is YES. At one extreme, most board members are actively involved in suggesting or even directly approaching potential donors. Board members are usually involved in the agency’s fundraising activities, such as golf tournaments or gala events. Board members are sometimes involved in meeting with potential funding agencies such as foundations or local corporations. At the least, every board member acts as an ambassador of information and good will in the community, which builds the agency’s reputation and motivates people to donate to it.
In most cases, nonprofit board members are unpaid volunteers.
Travel costs and other personal expenses, which are not reimbursed by the nonprofit, are usually eligible for an income tax deduction; but your donation of time will not qualify for a tax deduction. To deduct expenses, you will need to keep detailed records, receipts, etc. Also, you must know the exact nature of the nonprofit – you may take tax deductions for donations and expenses incurred in work with charitable nonprofits (which are given “501(c)(3)” status by the IRS), but not for some other types of nonprofits. You need to get professional advice from a knowledgeable attorney or accountant to make sure you qualify for a tax deduction.
A qualified YES. A nonprofit’s board of directors has fiduciary and legal responsibilities for the agency. It is rare but not impossible for individual board members to incur financial and legal liabilities for events with relation to the agency that they govern. Most of this risk can be prevented if the nonprofit carries appropriate forms of insurance, such as D&O (Directors and Officers) insurance – something you should ask a board about if you are considering joining them. These types of risks can be minimized if a board of directors conscientiously does its job of governing the agency, which means you should also ask board members about their governance processes before agreeing to join them.
The time required for being an effective board member varies greatly from agency to agency and from board member to board member. Nearly every board has regular board meetings you should attend. In effective boards, most board members serve on one or two committees, which meet in between regularly scheduled board meetings. Additionally, board members usually attend significant program and fundraising events. In general, boards in very new nonprofits tend to be “working boards,” in which board members often provide key, operational labor, while boards in older agencies do more work that is “strategic” and less time consuming.

A common range of time commitments for many boards is about 5 to 10 hours per month. If you are considering a board position, be sure to ask what you will be expected to do as a board member. Then think realistically about how much time YOU will need to fulfill these expectations.

Generally, board members actively participate in board meetings, serve on one or two committees in between board meetings, attend at least some of the nonprofit’s program and fundraising activities, and contributing in some manner to agency fundraising. You can find many lists of board member responsibilities on the web. The Resources section of this website has links to short articles about board member responsibilities, which you can download or read online.
In general, a nonprofit’s executive director directly manages and controls an agency’s operations, and the staff performs the agency’s work. A board of directors sets the organization’s strategic direction, sets its policies, oversees its financial condition, and evaluates the agency’s ongoing performance. The exact division of labor varies from nonprofit to nonprofit, however, and often changes as a nonprofit goes from start-up to maturity. A confusion of roles between staff and board, and/or executive director and board chair, is not uncommon in boards, and this is sometimes a dynamic and fluctuating situation. The board provides direction through the executive director and should never direct other staff members.
Probably YES. Most well functioning boards require every board member to serve on one or two of the board’s committees. In most boards, the board chair assigns board members to committees, but usually after asking board members their preferences about committee work.
If you are exploring board membership, be sure to inquire what the prescribed length of service is and do not join unless you fully intend to serve for the entire term. For most agencies, their bylaws define a board member’s length of service. In nearly all nonprofit boards, board member terms are one, two, or three years, with the largest majority having three-year terms. Many agencies’ bylaws also define so-called term limits, which regulate whether board members may serve more than one term.
For most agencies, their bylaws define a board member’s length of service. In nearly all nonprofit boards, board member terms are one, two, or three years, with the largest majority having three-year terms. Many bylaws also define so-called term limits, which regulate whether board members may serve more than one term. It is common for board members to serve more than one term of service.
YES. Being a board member carries great responsibilities. Instead of being on a board, though, you can work with many nonprofits as a volunteer. Many nonprofit boards also use one or two non-board volunteers on some of their board committees. Working as a volunteer can give you and an agency a chance to get acquainted and assess, at a later time, whether you might be a good fit for a board position.
You can learn about possible board positions in many ways. First, learn everything you can about the nonprofit agency. Explore their website; read their program descriptions; talk to people they have helped; attend their events. Second, contact their board chair and ask for an appointment to talk informally with one or more board members. If you know someone who was previously a board member, talk to him or her. If you hear about a board “advertising” for new members, contact them and ask for a board member job description.
The Build a Better Board website was designed to facilitate the process of matching nonprofit boards’ needs to the skills and interests of potential board candidates. You may certainly contact nonprofits directly instead of, or in addition to, using this website. We believe, however, that the “matching algorithms” built into this site will help you find a well-matched board opportunity more efficiently than you would find it yourself.
This varies greatly from board to board. Well-functioning boards give new board members an orientation program, assign all new board members “Board-Buddy” mentors, and provide ongoing training to all their directors. Sadly, some boards provide neither orientations nor ongoing training. In any event, many reference materials are available from which you can learn about board membership on your own – for examples, see the Resources section of this website.

PLEASE NOTE: The answers in this section must not be taken as qualified legal advice. These answers represent the best opinions of ESC’s volunteer nonprofit consultants, based upon their collective years of experience working with nonprofit agencies, boards, and board members. For complete and definitive information, you should seek the advice of an attorney, accountant or other authoritative source to make sure your questions are fully answered.


Nonprofit Agencies

All boards are different and their membership needs depend on the board’s maturity and scope of activities. Most nonprofit boards have between six and 20 directors. We recommend nonprofit boards have at least eight active members and no more than 16. Generally, the size of the board is determined by the size of the agency. In larger agencies that have extremely active boards, we recommend the core board of directors be limited to 16, which can be supplemented by having non-board volunteers on committees and/or by utilizing specially defined advisory committees that do not have board authority.
As a pragmatic matter, nearly every board encounters questions and issues on which it should be seeking professional accounting advice. Generally, every board should have a finance committee chaired by a person familiar with accounting and composed of members with financial backgrounds. The finance committee should, among other financial and fiduciary responsibilities, oversee the development of an annual budget and monitor compliance with it.
As a pragmatic matter, nearly every board encounters questions and issues on which it should be seeking legal counsel. Having a lawyer on your board is often very helpful. However, if you have a board member who is a lawyer you should be cautious about expecting to receive in-depth legal information from this person. For example, if your board encounters a complex legal issue that requires considerable legal research and interpretation, you should probably hire an outside attorney or seek pro bono counsel to address this issue rather than asking your board member to do this as part of his or her “normal” board job duties. Otherwise, you can easily create a conflict of interest between the person’s role as a legal advisor and their role as a board decision maker.
Each board’s needs are different, and they will continue to change as the board progresses from start-up to mature and experienced. In general, all board members need to be good team players, conscientious and reliable, and excellent communicators. Various types of specific skills (e.g., legal knowledge, financial knowledge, marketing skills, fundraising ability, computer competency, subject matter expertise) are generally helpful to boards, especially in younger “working” boards. Boards of more mature organizations have greater needs for people with experience in strategic planning and broad policy determinations. Finally, remember that people do not need to have advanced levels of education or significant personal wealth to be effective board members. Personal attributes such as passion, dedication, energy, and a willingness to donate their time are often equally important.

The first step in board recruitment is to identify the skills your board needs to function effectively at this time, and compare that to skills you have among your current board members. Determine the critical gaps – what skills are you missing among your current board? See the Resources page of this website for articles explaining how this type of skills assessment and gap analysis can be done.

It is very common for boards of start-up nonprofits to have friends and family members among its board members. This is often very useful in helping a new agency get off the ground, make decisions quickly, raise capital, and accomplish early objectives.

In more mature agencies, however, we advise boards to diversify their membership as much as possible. Avoid board members who are friends or relatives either of other board members or of agency staff. Boards with diverse members make better decisions. Boards often encounter issues that provoke heated differences of opinion, debate, and conflict. The existence of friends and family on a board can lead to suspicions of cliques, which can cloud conflict resolution and sound decision-making practices.

Especially in more mature agencies, we advise boards to avoid having board members who are friends or relatives either of other board members or of agency staff. Boards often encounter issues that provoke heated differences of opinion, debate, and conflict. The existence of friends or family on an agency’s staff can cloud up a board member’s judgment about a difficult question, become an obstacle to sound decision-making practices, and lead to a conflict-of-interest for the board member. One important board responsibility, for example, is to evaluate the agency’s performance. This evaluation could be biased if a board member’s family or friend was instrumental in the agency’s performance.

The IRS has stated that it expects boards to have independent members, and it discourages nonprofits from having boards on which many of the directors have pre-existing relationships.

Every nonprofit should have a conflict-of-interest policy either in, or referenced in, the bylaws. Board members must adhere to the conflict-of-interest policy at all times. All actual or potential conflicts should be disclosed in writing at least annually. As any conflicts become relevant to board business, they must be immediately identified and addressed. In general, few people are excluded from board membership due to their personal characteristics, family situations, professional relationships, or other attributes. However, any person can potentially find themselves in a conflict-of-interest situation with regard to specific agency or board activities – and in such cases it is incumbent on the board member and the board as a whole to operate in a manner consistent with the conflict-of-interest policy.

As an example, a vendor for a particular product used by an agency may be recruited to the board and prove to be a valuable board member most of the time. This board member must disclose his or her potential conflict of interest in writing each year of his or her board term. Furthermore, when staff or board decisions are made related to that vendor’s product or service, the vendor should be recused from any related decision-making, and should abstain from any relevant votes. On the other hand, the appearance of propriety may make it desirable simply to avoid putting this type of vendor on the board at all.

To avoid possible conflicts of interest, the IRS has stated that it expects boards to have independent members, and it discourages nonprofits from having boards on which directors may have pre-existing personal or business relationships.

Boards with diverse members generally make better decisions. Particularly as agencies pass through their early formative years, boards often realize they have been tapping limited populations of people and feel the need to branch out to new types of people. The key is to start recruiting among groups the board has not recruited from before.

First, set a goal to bring on board members who are different from the board members you traditionally have had. Do not recruit people just because they are different though; instead decide on the characteristics of new board members you are interested in.

Look for board candidates in many ways. Talk with members of other organizations, businesses, and community groups. Don’t overlook people in the community to which you provide services. Post job descriptions on bulletin boards in public places such as libraries, community centers, coffee shops, and government offices. Use web-based services such as the Build a Better Board website. In general, think creatively outside the box and go to new and different sources to let people know about your board openings.

Your bylaws should define a board member’s length of service. In the majority of nonprofit boards, board member terms range between one to three years, with one to two allowable term renewals. The best length of time for your board to retain board members will vary over time and circumstances. Do not be a slave either to your bylaws or the board’s “traditions.” Have your board explore the question of the best tenure of service, and then recruit accordingly. Amend your bylaws or policy manual if this is necessary.
The most effective boards have staggered terms of service. It is common, for example, to define a board term as three years and engineer the board recruitment process such that the terms of service expire each year for one-third of the board. Boards need “corporate memories.” You should create a board recruitment process that does not replace everyone on the board at the same time, nor the board’s complement of those having special skills.
When your board is recruiting new members, it is best practice to send prospective members information about your agency and board. You must send enough to inform and excite the potential board member, but not so much as to overwhelm them. Do not send information containing any confidential information. Remember, too, that once a new person signs on and commits to a board position, you will be providing them with additional information they will need in order to do a good job. In this early stage of consideration, however, the potential board candidate does not need that level of detail.

A suggested list of documents for potential board candidates:

  • Agency mission and vision statements
  • Agency program descriptions and brochures
  • URL of agency website, if that is not immediately obvious
  • List of all board directors and bios of board officers
  • General list of board responsibilities and copy of board contract, if you have one
  • List of board committees
  • Most recent budget and current financial statements
  • Most recent federal tax return Form 990

Invite board candidates to ask for additional information if they wish. This can be an indication of their true interest and the value they might have as board members. If the candidate requests additional information, promptly provide it to them if at all possible.

YES. You should give a written board member job description to board candidates to set proper expectations of what you will expect from them if they join your board. The board should review this job description and update it annually to ensure it accurately and completely reflects the duties of your board members. The job description should be the basis for the board and its members to evaluate each director’s performance.
We recommend that all boards sign a “Board Member Commitment Form,” which lists board member expectations. Best practice is to have new board members read and sign this form immediately upon joining the board, and then to have all board members re-sign the form on a yearly basis. An example Board Member Commitment Form is included in this website’s Resources section.
You should approach interviews with board candidates the same as you would any other job interview. Ask the candidate questions to demonstrate their level of knowledge and skills in topics in which you are interested. Ask questions to explore the candidate’s personality and attitudes – will this person work well with others on the board? Do they have effective communication skills? This website’s Resources section has articles suggesting questions you might want to ask board candidates.
YES. It is often helpful to talk to references before inviting a candidate to join your board. Use phone calls to ask references to tell you about the candidate – for example, can the reference describe a situation in which they observed the board candidate participating in a decision-making group? Ask reference people about some of the items on the candidate’s bio or resume – does the reference’s information square up with what you found out from the candidate? Good references do not have to be “professional” people – you can get excellent information from “regular people” such as friends, relatives, and clergy.
YES. We strongly recommend that nonprofit boards maintain an orientation process and apply it rigorously for all new board recruits. This should include: giving new board members a comprehensive collection of information about the agency and its board (usually in the form of a “Board Book”); assigning each new person a “Board Buddy” mentor, who is an existing member of the board; holding a formal orientation session; and introducing the new board member to significant agency staff and touring the agency’s facilities. This website has several articles about the board orientation process in its Resources section.

PLEASE NOTE: The answers in this section must not be taken as qualified legal advice. These answers represent the best opinions of ESC’s volunteer nonprofit consultants, based upon their collective years of experience working with nonprofit agencies and boards. For complete and definitive information, your nonprofit should seek the advice of an accountant, attorney or other authoritative source to make sure your agency fully complies with all applicable federal and state laws and regulations. Also, for every question, make sure your board practices conform to the requirements stated in your agency’s bylaws.