How to be a board member


Some board processes are probably not what you expect.

Board members need to work as a cohesive team for the advancement of the whole organization. People join boards for various reasons.

  1. Promote responsible and ethical decision-making
    This includes having a code of conduct and a body of policies:
    1. The Chairperson manages board processes.
    2. Boards govern through making policy decisions.
    3. Decisions are binding on all board members, even if they personally disagree or couldn’t attend the meeting.
    4. Make decisions together. You are at serious risk if you make a decision as an individual on behalf of the board.
  2. Guard the interests of the whole organization
    This has several aspects:
    1. At board meetings, you only wear the board hat. You will need to balance competing interests within the organization. However, you are not on a board to represent a faction; board meetings are not heads of departments meetings.
    2. Recognize and protect the legitimate interests of its stakeholders. These include members, creditors, employees, consumers and nominee board members.
  3. Respect other board members
    They should be there because they can do things that you cannot. Board members are usually selected because they have different perspectives from other board members.
  4. Declare any conflict of interest
    This is especially important if you might make a financial profit from a board decision, and the law requires it. For example, Joe Bloggs, a plumber, is on the board of his church. The church then needs a lot of plumbing done and wants to hire Joe, who would make a profit. Joe cannot be part of the church’s decision to employ him as a plumber. His declaration of interest should be recorded in the minutes.
  5. Keep a finger on the pulse of what is happening in the organization
    The CEO’s interpretation of the organization might not be the only one. (I once moved form a board position to a staff position, and it was difficult to tell it was the same organization that had been reported by the CEO.)
  6. Safeguard integrity in financial reporting
    This includes getting proper reports, getting audits done, and monitoring financial performance.
  7. Make timely and balanced disclosure to members and to the public
    Only personnel and communication in confidence matters don’t need to be communicated. When an organization has members, members might have the right of access to the records of the organization.
  8. Act as Board member outside meetings
    Your role as a Board member while not in Board meetings is simple but important.
    1. Take telepone calls and respond to emails on Board business. Officeholders won't normally contact you very often, but when they do, you need to respond.
    2. Read any assigned matter (reports, proposals, etc.) before the meeting. Think about them and come to meetings prepared. You can do your own research if necessary.
    3. Present a unified front outside board meetings. You need the support of the members, and an appearance of disunity will make it difficult to do your job.
  9. What else makes a board work well?
    1. Good communication
    2. Good mix of gifts and skills, and an understanding of how they fit in the team.
    3. Clear written processes
    4. Common vision and a clear understanding of its strategic role
    5. Stable goalposts
    6. A commitment to best practice.
    7. Good accountability: the board is willing to hold staff accountable and is accountable to stakeholders.
    8. Board members understand their own role and that of the chairperson.
    9. Encourage talented leaders. If you have too few leaders on your board, talented leaders who are not in leadership will probably become frustrated with your non-performance and move to another organization.