It is difficult to be considered a governance expert in your professional life and to serve as a volunteer on a nonprofit board. Oftentimes things happen that, as a consultant, I know are not optimal. But as a member of a board team, or even someone whose career has been in the nonprofit sector, I understand that organizational culture, basic group dynamics, or a charismatic and influential board peer or CEO have much to do with how things actually play out.
A recent instance happened in a boardroom where I felt, as a member of the board, that I could not in all good conscience adequately exercise my duty of care. The duty of care generally describes the level of attention required of a board member in all matters related to the nonprofit. It is perhaps more accurately described as a “duty to be informed” about an issue before making a decision relating to the issue.
A goal of board and staff leadership is to make it easy for volunteer board members to exercise their fiduciary responsibilities, as well as to ensure that potential challenges from the outside are prevented from the outset. This is done by understanding good governance and adopting good practices to help facilitate each board member’s ability to exercise the duty of care.
I have been looking for opportunities to offer constructive feedback. Here are some of my thoughts, so that you might avoid the situation I found myself in:
- Require staff to distribute board meeting information in advance, typically 5 to 7 business days, so that board members can exercise the duty of care and be prepared for decision making at any meeting.
- Encourage board members to be vocal when they think they need to; deliberate debate is healthy.
- Help board members feel okay about voting against something even if it is your board’s tradition to vote unanimously.
Read the full article about lessons in board governance at BoardSource.
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