What is a Board of Directors? What Does a Board Look Like?
A corporation, whether for-profit or nonprofit, is required to have a governing Board of Directors. To explain, a corporation can operate as a separate legal entity, much like a person in that it can own bank accounts, enter into contracts, etc. However, the laws governing corporations require that a corporation ultimately is accountable to its owners (stockholders in the case of for-profits and the public with nonprofits). That accountability is accomplished by requiring that each corporation has a Board of Directors that represents the stockholders or the public.
Members of a governing Board have certain legally required (fiduciary) duties, including duties of care, loyalty and obedience (some states and countries use different terms -- for example, in Canada, the duties of care and loyalty are often stressed). For-profit Boards often are referred to as "corporate" Boards, which really is a misnomer because both nonprofit and for-profit corporations are required to have Boards -- not just for-profit corporations.
The phrase "Board operations" often refers to the activities conducted between Board members and can include development and enactment of Board bylaws and other Board policies, recruitment of Board members, training and orientation of Board members, organizing Board committees, conducting Board meetings, conducting Board evaluations, etc. The phrase "governance" often refers to the Board's activities to oversee the purpose, plans and policies of the overall organization, such as establishing those overall plans and policies, supervision of the CEO, ensuring sufficient resources for the organization, ensuring compliance to rules and regulations, representing the organization to external stakeholders, etc. The nature of Board operations and governance depends on a variety of factors, including explicit or implicit use of any particular Board model, the desired degree of formality among Board members and the life-stage of the Board and organization.
Governing Boards can have a variety of models (configurations and ways of working), for example, "working Boards" (hands-on, or administrative, where Board members might be fixing the fax one day and strategic planning the next), "collective" (where Board members and others in the organization usually do the same types of work -- it's often difficult to discern who the Board members actually are), "policy" (where Board members attend mostly to top-level policies), "Policy Governance" (trademark of Carver Governance Design, where there are very clear lines and areas of focus between Board and the CEO), etc. All of these models are types of governing Boards.
Boards can have a broad range of "personalities." For example, Boards of large for-profit and nonprofit corporations might be very formal in nature with strong attention to Parliamentary procedures, highly proceduralized Board operations, etc. In contrast, Boards of small nonprofit or for-profit corporations might be very informal in nature. Some people believe in life stages of Boards, including that they 1) start out as "working" Boards where members focus on day-to-day matters in addition to strategic matters, 2) evolve to "policy" Boards where members focus mostly on strategic matters, and 3) eventually become large, institutionalized Boards that often have small executive committees and maybe many members some of which are "big names" to gain credibility with funders or investors.
For-Profit ("Corporate") Boards Compared to Nonprofit Boards
People might be surprised to read that there are more similarities between for-profit and nonprofit Boards than there are differences -- after all, both types of organizations are required to have Boards because both types are corporations, thereby having similar fiduciary responsibilities among members. Members of both types of Boards must attend to the many activities involved in Board operations and governance. Both types of organizations must conform to rules and regulations for operations of corporations within their states/provinces and countries, including for employment laws and tax filings (each type of organization files different types of federal tax forms). Thus, many of the topics included throughout this overall Library topic on Boards are relevant to both types of organizations.
Certainly, there are differences. For-profit Board members often are paid, whereas nonprofit Board members usually are not (except to be reimbursed for expenses). For-profit Board members uniquely attend to decisions about dispersing profits to owners (to stockholders), for example, in the form of stock equity and dividends, whereas nonprofit Board members do not seek to maximize and disperse profits to the owners -- the owners of nonprofits are members of the public. Nonprofit Board members often must participate in robust fundraising by soliciting funds from individuals, foundations, corporations and government entities. Nonprofits corporations often enjoy certain tax advantages, including tax-exemption (being able to avoid payment of certain taxes) and charitability (so donors can deduct donations from their taxes). To retain that charitable tax status, Board and staff members of nonprofits must refrain from exceeding certain limits of lobbying and self-dealing.
Be sure to see the many general resources for Boards in the
Overview of Board Roles and Responsibilities
Roles and Responsibilities
The above section gives a basic overview of the role of a governing Board. The following links give more information about the roles and responsibilities of Boards and Board members, including job descriptions for each of the common positions on a Board.
Major Duties of Board of Directors
Brenda Hanlon, in In Boards We Trust, suggests the following duties (as slightly modified by Carter McNamara to be "nonprofit/for-profit neutral").
1. Provide continuity for the organization by setting up a corporation or legal existence, and to represent the organization's point of view through interpretation of its products and services, and advocacy for them
2. Select and appoint a chief executive to whom responsibility for the administration of the organization is delegated, including:
- to review and evaluate his/her performance regularly on the basis of a specific job description, including executive relations with the board, leadership in the organization, in program planning and implementation, and in management of the organization and its personnel
- to offer administrative guidance and determine whether to retain or dismiss the executive
3. Govern the organization by broad policies and objectives, formulated and agreed upon by the chief executive and employees, including to assign priorities and ensure the organization's capacity to carry out programs by continually reviewing its work
4. Acquire sufficient resources for the organization's operations and to finance the products and services adequately
5. Account to the public for the products and services of the organization and expenditures of its funds, including:
- to provide for fiscal accountability, approve the budget, and formulate policies related to contracts from public or private resources
- to accept responsibility for all conditions and policies attached to new, innovative, or experimental programs.
Major Responsibilities of Board of Directors
BoardSource, in their booklet "Ten Basic Responsibilities of Nonprofit Boards", itemize the following 10 responsibilities for nonprofit boards. (However, these responsibilities are also arelevant to for-profit boards.)
1. Determine the Organization's Mission and Purpose
2. Select the Executive
3. Support the Executive and Review His or Her Performance
4. Ensure Effective Organizational Planning
5. Ensure Adequate Resources
6. Manage Resources Effectively
7. Determine and Monitor the Organization's Programs and Services
8. Enhance the Organization's Public Image
9. Serve as a Court of Appeal
10. Assess Its Own Performance
Overview: Board Operations and Systems
Recurring, Annual Operations
Boards meet their responsibilities usually by conducting certain major activities at certain times of the year. Often, the bylaws specify when certain activities will be conducted. Activities include, for example, conducting regular Board meetings (every month, two months, etc.), conducting the Board self-evaluation, evaluating the chief executive, reviewing and updating Board and personnel policies, conducting strategic planning, recruiting new members, holding an annual meeting, reviewing and authorizing the yearly budget, conducting fundraising (in the case of nonprofits), etc. The following sample Board Operations Calendar lists typical recurring activities of the Board and suggests the timing for these activities.
Overall "System" of Board Operations
Below, in the links about systems, are handy one-page depictions of the various inputs to the operations of a Board, the Board processes that influence those inputs, and the various outputs from Board operations. This information gives a concise "snapshot" of the recurring activities -- the loop of activities -- in a Board. The links about where Boards "fit" are to one-page depictions that indicate the role of the Board in the overall planning, development, operations and evaluations in the organization.
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