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.
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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.
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Board Effectiveness
- 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.
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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.
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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.
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Board Meetings
- 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.