Leadership & Governance
December 22. 2015
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Governance and Fiduciary Responsibility
- The board should be composed of individuals who are personally committed to the mission of the organization and understand their roles as fiduciaries in performing the legal duties of a governing body.
- The board should establish and periodically review the bylaws and policies to ensure the effective governance and management of the organization.
Executive Supervision, Performance, and Compensation
- The board should appoint the chief executive, set the executive’s compensation, and annually evaluate the executive’s performance. In cases where a designated committee performs one of these responsibilities, the decision should be ratified by the full board.
- The board is responsible for supporting the functions of the executive, granting sufficient authority, and helping to ensure his or her success in managing the organization.
- The board is responsible for its own operations, including periodic (i.e., at least once every two years) evaluation of its own performance.
- The board should have stated performance expectations and hold board members accountable for attendance at meetings, participation in fundraising activities, committee service, and involvement in program activities.
- The board should establish a rigorous board development strategy for recruiting and selecting new members and ensuring that the board has an appropriate mix of talent, connections to the community, and diversity.
- Board policies should include limits on the number of consecutive terms a board member may serve.
- The board is responsible for the orientation, education, and (where appropriate) the removal of board members. New board members should receive an introduction to the Standards for Excellence code.
Succession Planning and Leadership Development
- The board, in partnership with the executive, should engage in coordinated succession planning and leadership development to ensure a thorough process for recruiting and developing new board, executive, staff, and volunteer leaders.
Board Member Independence
- Board members of public charities should serve without compensation for their service as board members. They may be provided reasonable reimbursement for expenses directly related to performing their board service.
- The board should have no fewer than five (5) independent and unrelated directors. Seven (7) or more directors are preferable.
- When an employee of the organization is a voting member of the board, the board is responsible for ensuring that the employee will not be in a position to exercise undue influence.
- The board should meet as frequently as needed to fully and adequately conduct the business of the organization. At a minimum, the board should meet four (4) times a year.
- Board agendas should be strategically structured around decision-making in a way that facilitates efficient, effective, and engaging meetings. Accurate minutes reflecting board and committee actions should be kept and distributed to all board and committee members.
- Committees with decision-making authority should report any committee actions or decisions to the full board. Those decisions must be reflected in the board minutes.