A few things you need to know about sitting on the Governing Body of a NPO

Malcolm R Boyd (F.Inst.D & FAICD)
Malcolm R Boyd (F.Inst.D & FAICD)
11 Jan 2022
5 min read

So, you have accepted a seat onto a nonprofit board (governing body), and you have never sat on a governing body before.

Whose responsibility is it?

Whose responsibility is it to orientate new governing body members, yours, or the organisation? Well it is both; however, the organisation holds the initial and primary responsibility to ensure that new members have access to all the relevant information and documentation, so that they can conduct their own due diligence in ‘getting up to speed’ before accepting the role.

The process of appointing new governing body members, should be the culmination of a process, which started long before the positions became available.  This should be a planned and well managed succession process, starting from the understanding of the skills mix required for the next season to contribute to the organisations strategic plan in the next 3 – 5 years. Many organisations rush this process to fill the vacant seats and generally find that this can lead to a dysfunctional and non-engaged governing body.

Therefore, take the time to thoroughly think through the process and plan accordingly, both personally and organisationally.

The process

Governing bodies are generally expected to provide orientation for their members. Volunteer governing body members contribute tremendous value to their organisation. Their commitment of time and expertise deserves a thoughtful, formal orientation programme to integrate new members into the governing body. As part of that formal orientation programme, the governing body can assign experienced governing body members to mentor new members. Additionally, some nonprofit organisations have found it helpful to have staff with certain areas of expertise mentor new governing body members in those areas.

Governing body orientation refers to a process for helping new governing body members contribute fully, and as early in their tenure as possible, to the governing work of the governing body. The following guide outlines the objectives that might be considered, who should lead the process and how an orientation program might be structured. Governing body orientation is not just about the transfer of information. As a result of their orientation new governing body members should:

  • Understand their roles, responsibilities and time commitment to governance work around the governing body and committee table and away from it
  • Be aware of the current goals, opportunities and challenges facing the organisation
  • Be aware of who the organisation’s main stakeholders are including members, funders, clients, partners, the public, volunteers as well as staff
  • Have some sense of how their own background, knowledge, experience and skills will contribute to the current work of the governing body and the goals of the organisation, in line with the strategic plan
  • Appreciate the background, knowledge, experience and skills of each of the other governing body members
  • Know how governing body meetings are run, decisions are made and what formal governing policies and practices exist
  • Appreciate how this governing body functions similarly or differently than other governing bodies they have served on or are serving on

Governing body orientation ought to begin when a person is being considered as a potential governing body member. At the very least the recruitment and application process should assist a new governing body member in understanding:

  • Why their expertise and skills, and which ones in particular, would be valuable assets to the governing body and to the organisation
  • Some of the current challenges and opportunities facing the organisation
  • The time commitment required of them
  • That the organisation is competently run, including sound financial management

Essential governing body orientation checklist

A list of specific topics or information items could be developed under each of these learning objectives and may include an overview of the governing body’s legal responsibilities, governing body member job descriptions, fundraising obligations and communication protocols. While it is common to think of a governing body orientation as an event – perhaps a part of a regular governing body meeting or a special orientation session, it is more useful to understand it as a process that starts with governing body member identification, recruitment and election and then involves some kind of orientation session or meeting.

Regardless of the format in which a governing body orients its new members, the governing body and its nomination committee should go over a list like the one below, and decide on what documents new governing body members should be exposed to and at what point in the process.

Checklist of Key Governing body Documents:

  • Mission, vision and values statement
  • Governing body member job description
  • Incorporation by-laws
  • Director contract/confidentiality agreement
  • Conflict of interest policy
  • Governing body code of conduct policy
  • Governing body calendar
  • Committee list
  • Annual report or audited financial statements
  • Current budget
  • Organisational chart
  • Strategic plan (executive summary at least)
  • Governing body meeting agenda and minutes  (several examples)
  • Governing body member and senior staff contact list
  • Committee terms of reference
  • Governing body chair job description
  • CEO job description
  • Media or public relations policy
  • Director travel re-imbursement policy
  • List of abbreviations and acronyms commonly used in the field
  • List of government legislation that is particularly relevant to the work of the organisation

Always remember that the primary responsibility of governing bodies is to ensure the performance and health of the overall organisation, according to its purpose. You individually and collectively contribute to and are responsible for this.

The good news is that if you are thinking of accepting a position on a nonprofit or social impact governing body, you can equip yourself in South Africa by registering for the ourGOVERNANCE © RSA e-learning programme on the Third Sector Insights NPT website.

For more information on the Third Sector Insights NPT services visit the website on: www.thirdsector.co.za