This section examines issues around recruiting and developing an effective board. The first two examples explore some issues on building a board such as a board that reflects the various donor and beneficiary constituencies of the foundation and a board structure that can enable the foundation to function effectively. The third case discusses articles of a foundation's bylaws that help to define the responsibilities of the board and the contents and logistics of board meetings.
- Example 1: Committees, Regional Advisory Committee
Foundation for the Philippine Environment - Example 2: Committees, Regional Boards, Involvement in Annual Planning
Philippine Business for Social Progress - Example 3: Board Criteria in a Constitution
West African Rural Foundation (Senegal)
What Is A Board?
Summary Points
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Boards of directors or trustees are almost always required by law to act as the governing structure accountable for the actions and activities of an organization. Depending on how a foundation is registered -- trust, foundation, charity or some other form of legal entity -- the members of the Board might be referred to as trustees, members or directors.
Board members are guided by bylaws or some set of operating rules that are adopted in accordance with law, usually by the board. Such rules provide for matters such as the election of directors and officers, the conduct of meetings and a committee structure.
Boards discussed in this section play a role in many aspects of ensuring the effective functioning of a foundation. They oversee administration and operation. They strengthen the foundation with the expertise they bring to it, advising it on its initiatives, legal questions, accounting, management and other issues. Board members are emissaries of the foundation and are essential in strengthening and broadening constituencies and securing financial and other resources, while ensuring that the foundation steers a clear course towards its mission.
Who Are the Board Members?
Many Boards are initially formed from the group of founders who have established the foundation and other individuals who get involved at an early stage in its development. Some common factors the three foundations in this section took into account in selecting Board members were:
- Diversity of interests represented (including but not limited to gender, ethnicity, geographic area, political views)
- Access to opportunities to mobilize financial resources
- Involvement of donors and/or potential beneficiaries
- Skills and professional expertise
Often Board members serve as volunteers. They may, however, be reimbursed for their attendance at meetings and other services they render as Board members. From time to time, they may be called upon to perform duties outside of their roles as Board members. When this occurs, it is very useful to have policies on board payment and reimbursement to guard against potential conflicts of interest.
As the context and strategies of a foundation evolve, often boards will seek individuals with new profiles to bring new skills and expertise onto the board. This process is helped by having clear and transparent policies on Board tenure and recruitment. The Board shoulders a responsibility and individuals often feel a strong sense of ownership and commitment to the work they are helping to move forward. It can be very difficult to leave. To clarify these issues, the West Africa Rural Foundation (WARF) has specified in its bylaws that the maximum term for a Trustee is four years.
What Are the Functions of the Board?
Boards meet at various times of the year as needed and/or as stipulated by the bylaws. The Board makes strategic decisions to guide policies, programs, services and finances of the Foundation. In addition, Boards often:
- Ensure that the mission is carried out through initiatives, programs and services
- Recruit and evaluate staff leadership (Executive Director, President or Chief Executive Officer, for example)
- Ensure the foundation has adequate funds to operate and manage its grantmaking program
- Enhance public standing and image
- Ensure that the foundation is transparent and accountable for what it does
- Recruit and orient new members
Often Board members divide themselves into separate working committees with specific tasks such as planning, endowment management, financial management and grants selection. All three organizations profiled in this section have some sort of board-convened committees that address specific issues that the Board itself is responsible for governing. The types and numbers of committees a Board has depends on its size and the needs of the foundation. Committees allow a selected group of people with specific expertise or interest to tackle a set of related issues. They then voice their suggestions and recommendations to the rest of the Board for endorsement of the action.
The role of Board members can potentially extend to all the foundation's activities. The composition of the Board and the functions of the president (or chairperson) are generally spelled out in the constitution (statutes and/or bylaws). Many foundations include clear definitions of roles of Board and executive staff roles in their documentation, such as in the case of the WARF that specifies the role of its Director in its bylaws.