This article was reprinted with permission from Board Development Program
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When you become a member of the board of directors of a not-for-profit society, you want to have a positive experience. In order to do the best work for your organization, you need to understand:

• The type of governing board that your organization has, and the difference between a policy governing board and an administrative governing board

• The roles, responsibilities, and functions of a governing board

• The roles and responsibilities of volunteers in your organization

• The standards of performance for board members

People create not-for-profit societies in order to provide programs and/or services that address specific needs in the community. The society's mandate is established through its incorporating documents: the constitution and the bylaws. These documents specify what the society can do, and how the society does its work.

As a new board member, one of your first tasks is to become familiar with the constitution and bylaws of your organization. The bylaws specify the structure of the board of directors. The board is the governing authority of the organization, and is responsible for directing, influencing, and monitoring the organization's business. Governance is the way in which the board exercises its authority, control, and direction over the organization. The board carries out its governance role by developing and monitoring policies, and it organizes its work through committees.

There are two types of governing boards: policy governing boards and administrative governing boards. Both types of boards are working boards, and are responsible for creating policy for the organization. Both types of boards have the same roles, responsibilities, and functions.

However, there is a difference in the way in which each type of board carries out its functions:

• ADMINISTRATIVE GOVERNING BOARD

Board Roles, Responsibilities and Functions

ROLES:

The board is responsible for the highest level of decision-making and legal authority in an organization. By law, it is ultimately accountable for, and has authority over, the organization's resources and activities. The board articulates and communicates the organization's vision to the membership and community. Through policy, the board defines the parameters within which the organization will carry out its work.

RESPONSIBILITIES:

Governing boards have the ultimate responsibility for the organization's:

• Purpose, by establishing and implementing the organization's mission and vision

• Continuity, by providing continuity for managing and implementing the organization's affairs

• Progress, by setting the rate of progress that the organization takes in reaching its mission and vision

• Identity, by securing the community support and appreciation for the organization's objects, beliefs, vision, mission, and long-term direction.

FUNCTIONS:

The main function of the board is governance. It carries out this function by establishing, directing, and influencing the implementation of policy in four areas:

1. Framework governance

2. Board self-governance

3. Operational governance (program, personnel, finance)

4. Advocacy governance

Framework governance covers the broadest policy areas of the organization, such as the mission, the vision, and the strategic direction. The focus is on results, rather than on the methods used to achieve them. Through framework governance, the board defines the mission, the expected outcomes, and the future directions of the organization.

Framework policies include:

• Organizational value(s) and belief statement(s)

• Vision statement

• Mission statement

• Target statement(s))

• Aims or strategic directions

To fulfill its framework governance function, the board:

• Makes sure that there is a strategic plan

• Monitors the framework policies to make sure that they reflect community needs

Evaluates the organization's progress, as outlined in the framework policies and the strategic plan

Board self-governance includes defining how the board will organize itself to get its work done, how the board will govern, and the board's relationship to its membership and to the community.

Board self-governance policies include:

• A process for policy-making

• The governing style to be used by the board

• Annual general meeting

• The board's relationship to the membership

• Recruiting, selecting, orienting, training, and evaluating board members

• Roles, responsibilities, and functions of the board, board members, and committees

• The board structure

• A board member code of conduct

• The board chairperson's role

To fulfill its self-governance role, the board:

• Fulfils its legal mandate, as defined in the constitution and bylaws

• Develops, implements, and monitors board self-governance policies

• Describes lines of communication and authority

• Plans and conducts the annual general meeting (AGM)

Operational governance directs the organization's programs, personnel, and financial resources, and sets the rate of progress that the organization takes towards its vision. There are three areas of operational governance:

Program governance

To fulfill this function, the board:

• Monitors the community to make sure that services and programs are relevant to users

• Makes sure that a viable strategy is in place to achieve the mission and goals

• Allocates resources for programs and services

• Monitors and evaluates the results (not the operation) and the cost-effectiveness of the programs and services

An administrative governing board also develops personnel policies for all administrative staff program and service volunteers. A policy governing board delegates this responsibility to the executive director.

The board chair is responsible for the board's performance; the executive director is responsible for the staff's performance.

In Alberta, it is not illegal for one person to serve as both

a board member and a paid staff person in the same organization.

However, this practice is generally viewed unfavourably by the public, funding agencies, and/or the membership. Even if there is no actual conflict of interest, there is a perceived conflict of interest, and the community may view the organization negatively.

An administrative governing board also assumes the responsibility for managing and implementing programs. A policy governing board delegates the responsibility for managing and implementing programs to the executive director.

To fulfill this function, the board:

• Monitors the budget

• Oversees, and participates in, fund-raising activities

• Makes sure that the assets of the organization are protected and cared for

• Sets contract policy

• Makes sure that there are enough resources to operate the organization

• Makes sure that the facilities are maintained and that they meet the organization's needs

• Makes sure that there is an annual financial audit

Advocacy Governance

Advocacy Governance:

Through advocacy governance, the board secures the community's support for the organization's beliefs, vision, mission, and

long-term direction. Advocacy governance also establishes the organization's response to matters that affect its relationship to the community and to society.

To fulfill this function, the board:

• Interprets the organization's beliefs to the community, and encourages support for them

• Develops community awareness of the organization's unique role

• Represents the organization to the community, government, foundations, corporations, and funding agencies

• Monitors government legislation, and advises government officials on the impact of current and proposed policies

• Supports the organization's work in the community

• Participates in clarifying and resolving issues

• Develops policies that describe the organization's stand on relevant issues

Does your board have a policy manual that you can review? If not, you may want to take on this task. By gathering together all of the board's policies, you can learn a great deal about the organization. Many boards have unwritten policies; you can contribute greatly by writing these down for formal approval. Do you have a special interest and/or skills in any of the areas of responsibilities and functions listed here?

People volunteer with organizations for a wide variety of reasons. The majority of volunteers care deeply about the organization's work and purpose, or mission. People often volunteer from enlightened self-interest; they want to work hard for the organization, but they also want to reap personal benefits from volunteer work.

There are two types of volunteers in not-for-profit organizations: board volunteers and service volunteers. These volunteers have different roles and responsibilities:

In many organizations, board volunteers work as service volunteers as well. This can cause confusion, because the lines of authority and accountability are different for board volunteers and service volunteers. Board volunteers are accountable to the board chair, according to the framework policies of the organization, which include a board member job description.

Service volunteers are supervised by another authority. If your organization has a policy board, the executive director supervises service volunteers. The executive director may also authorize staff members to supervise volunteers. If your organization has an administrative board, the executive committee supervises service volunteers. The executive committee may also authorize paid staff to supervise volunteers. To avoid confusion, make sure that your organization has clear job descriptions for service volunteers.

Do you understand the difference between the board volunteer's function of governance, and the service volunteer's function of implementation? Often, service volunteers are invited to become board members because they have demonstrated a commitment to the organization. As a new board member, you need to make sure that you balance your service volunteer responsibilities with your increased work load as a board volunteer. As well, you need to be very clear about your role and the lines of authority when you are acting as either a board volunteer or a service volunteer.

The board expects its members to carry out their duties in an ethical and professional manner, including proper use of authority.

Meeting appropriate performance standards makes it possible to do the work of the board in an efficient and effective way.

Performance standards expected for board volunteers include:

• Being loyal to the organization and its membership

• Avoiding conflict of interest

• Not exercising individual authority over staff or the society

• Dealing with the public, clients, staff, and each other in a fair, ethical and straight-forward manner

• Being prepared for, and actively participating in, meetings

• Fostering friendly, positive working relationships between volunteers and staff

• Maintaining confidentiality of board business

• Speaking positively of the organization to the public

Board members are required to carry out their role, responsibilities, and functions with a full understanding and appreciation of the considerable legal responsibilities that go with the position. As a new board member, your best protection is prevention. Make sure that you:

• Are aware of your legal responsibilities as a board member

• Know that policies are in place to guide the actions and behaviours of both board members and staff

• Manage the organization's affairs as you would your own

• Participate in completing annual liability checklists

Individual board members are generally not held liable for debts or obligations of the organization. However, board members can incur personal liability if they do something that shows a lack of reasonable care in fulfilling their roles and responsibilities.

The most common difficulties that can arise are:

• Non-management

• Negligence or willful mismanagement

• Conflict of interest and self-dealing

When a board member does not fulfill individual and/or board responsibilities, they are guilty of non-management. An example of non-management is failure to attend board meetings on a regular basis.

When a board member conducts board duties poorly, improperly, or dishonestly, they are is guilty of negligence or willful mismanagement. Examples of negligence or willful mismanagement are hiring unqualified staff, or poorly managing the organization's finances.

When a board member stands to gain personally from a transaction made by the organization, they are guilty of conflict of interest or self-dealing. An example of conflict of interest or self-dealing is selling and purchasing property.

Many boards include a lawyer as a member, so you have a resource if you have any questions about legal issues for board members. When you approach your role as a board member in a conscientious and professional manner, you minimize your risk of liability.

As a new board member, you have the right to ask questions, and the responsibility to learn as much as you can about your role,

responsibilities, and functions. By preparing yourself, and taking the initiative to contribute in a meaningful way to the organization, you will maximize your chance of having a positive experience.