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Board Governance

"Boards of Directors—Perspectives on Governance and Leadership Recruitment"
By Francine Butler, PhD, CAE, CMP, Executive Vice President, AMC Institute

Every organization is governed by a Board of Directors – a group of individuals who accept the responsibility for the ultimate health and well being of the organization. As professional association executives, we have served on Boards as well as managed them, thus giving us a unique perspective on the role and relationship among Board and staff.

Simplistically, the traditional roles are presented as "the Board governs, the staff manages." That view is not so prevalent anymore in a forward thinking organization as the job of the Executive Director needs to include innovative direction to lead the organization in accomplishing its mission, determining new goals, and thinking strategically.

Legally, Board members must adhere to three basic principles:

  • The duty of care
  • The duty of loyalty
  • The duty of obedience

Before you begin your search for new Board members it is important to determine what the Board needs to function best. Preparing a job description is a critical first step.

Potential candidates need to know what is expected/required of them:

  • Time commitment
  • Financial implications
  • Experience/expertise
  • Responsibilities
  • Networking/fundraising
  • Travel requirements

Clearly, you want to avoid having a Board member resign because the task is "not what I thought it was." That would be counterproductive.

A great place to start your search for new Board members is among the current Board. Ask them if they know of colleagues who might be interested and qualified to join the Board. Second, go to the membership (if you have a membership organization) and ask them for referrals. Active members and Committee Chairs are most likely to either volunteer themselves or know of others who might be interested. Ask your staff members—they talk with volunteers and members all the time and would have a good sense of who might be willing to contribute. If your organization is a 501-C3, consider reviewing your donor base. It is important to have strong donor/supporters on the Board, if possible.

To ensure a productive, successful Board, and to guarantee that you make the most of their volunteer time, utilize tools such as a policy manual, strategic plan, financial statements, meeting minutes, and organizational charts. In addition to these tools, the Executive Director’s role should be to keep the Board focused at all times. Value Board time. It is an investment in the organization’s future.