What boards do
Get the basics right.
Make decisions to do things.
The core tasks of a board of any organization are to:
- Meet regularly and keep minutes and other records
The world is run by those who show up.
If you never made minutes, you never met as a board. All the organization’s activities should have documented authorization deriving from board minutes, and a management audit will check this. Unauthorized activities under the organization’s auspices are a high risk, because Board members might be responsible for something they did not authorize and did not know about.
- Do strategic planning
Boards oversee business planning, including the institutional vision, general strategic plan, succession planning, budget, and mergers and acquisitions. They also determine the structure of the organization.
Strategic planning includes identifying and managing risks. Major continuing risks should be written down, and the board should implement and monitor safeguards. Risks may be financial, public relations, legal (esp. litigation), etc. There are also indirect and consequential risks. The CEO (and everybody else in management down the line) also manages their own risks.
- Oversee chief officers
The Board selects and employs the CEO, evaluates the CEO annually and, if necessary, terminates the CEO.
The chief officers (in particular the CEO) are responsible to the board and report to it. The board supervises them, receiving their reports, asking them the hard questions, and ensuring that their weaknesses and limitations are compensated. This includes financial accountability.
- Oversee personnel management
The Board approves salary scales and job descriptions and contracts for senior staff members, and approves personnel policies.
- Oversee finance
The Board determines the business model, adopts the budget, and monitors the organization's financial performance relative to the achievement of the goals/outcomes.
The Board must ensure financial solvency and integrity through policies and behavior.
- Develop policy and keep it up to date
Policy needs to ensure the organization obeys the law. In jargon this is called maintain legislation compliance.
The organization should keep a list of legislation. In particular, compliance includes incorporation (government registration and revision of the constitution and by-laws), taxation, occupational health and safety, duty of care, employment, property, and privacy. and counter significant risks.
Courts don’t accept ignorance of the law as an excuse for breaking it. However, many government departments of oversight probably wouldn't press charges against officers of a non-profit organization unless there was evidence of malicious intent and money or assets were at stake.
- Oversee strategic relationships
The Board controls inter-institutional relationships, affiliations, and consortia.
- Keep learning how to be more effective as a board
The Board needs to evaluate itself regularly in order for it to improve and develop. Board members are asked to evaluate the work of the board and to self-evaluate their own effectiveness as a board member.
Boards also conduct their own training, which is usually the most neglected of all board responsibilities. Board members need to learn:
- Strategic vision and position
- The governance structure
- Principles of policy governance
- Monitoring and evaluation, including Board evaluation
- Meeting processes
- How to read financial reports
- Constitutional and legal obligations
- Risk management
- Conflict management
- Fundraising
- Organizational ethics
- Cultural diversity
- Strategic planning
- Effective communication and social media
- Social and relational issues
- Topics suggested through board surveys
- Any ideas in feedback from previous training sessions
It depends
Depending on the jurisdiction, the Board might have other responsibiities:
- Act as the corporation if it does not have other members or shareholders
The Board itself acts as the corporation and are its real owners. However, if it is a non-profit, they cannot easily sell
the organization for a profit.
- Report to membership at members’ meetings, if the organization has members or shareholders
The Board reports to them, usually in an accountability relationship, because the members or shareholders are the real owners of the organization and elect the Board. This may include Annual General Meetings.
- Handle matters needing the use of the common seal
The common seal is simply a rubber stamp, and is put on documents that legally bind the organization. This particularly means the purchase and sale of real estate and entering into mortgage agreements. You won’t need to do this often.