All boards are different and their membership needs depend on the board’s maturity and scope of activities. Most nonprofit boards have between six and 20 directors. We recommend nonprofit boards have at least eight active members and no more than 16. Generally, the size of the board is determined by the size of the agency. In larger agencies that have extremely active boards, we recommend the core board of directors be limited to 16, which can be supplemented by having non-board volunteers on committees and/or by utilizing specially defined advisory committees that do not have board authority.

As a pragmatic matter, nearly every board encounters questions and issues on which it should be seeking professional accounting advice. Generally, every board should have a finance committee chaired by a person familiar with accounting and composed of members with financial backgrounds. The finance committee should, among other financial and fiduciary responsibilities, oversee the development of an annual budget and monitor compliance with it.

As a pragmatic matter, nearly every board encounters questions and issues on which it should be seeking legal counsel. Having a lawyer on your board is often very helpful. However, if you have a board member who is a lawyer you should be cautious about expecting to receive in-depth legal information from this person. For example, if your board encounters a complex legal issue that requires considerable legal research and interpretation, you should probably hire an outside attorney or seek pro bono counsel to address this issue rather than asking your board member to do this as part of his or her “normal” board job duties. Otherwise, you can easily create a conflict of interest between the person’s role as a legal advisor and their role as a board decision maker.

Each board’s needs are different, and they will continue to change as the board progresses from start-up to mature and experienced. In general, all board members need to be good team players, conscientious and reliable, and excellent communicators. Various types of specific skills (e.g., legal knowledge, financial knowledge, marketing skills, fundraising ability, computer competency, subject matter expertise) are generally helpful to boards, especially in younger “working” boards. Boards of more mature organizations have greater needs for people with experience in strategic planning and broad policy determinations. Finally, remember that people do not need to have advanced levels of education or significant personal wealth to be effective board members. Personal attributes such as passion, dedication, energy, and a willingness to donate their time are often equally important.

The first step in board recruitment is to identify the skills your board needs to function effectively at this time, and compare that to skills you have among your current board members. Determine the critical gaps – what skills are you missing among your current board? See the Resources page of this website for articles explaining how this type of skills assessment and gap analysis can be done.

It is very common for boards of start-up nonprofits to have friends and family members among its board members. This is often very useful in helping a new agency get off the ground, make decisions quickly, raise capital, and accomplish early objectives.

In more mature agencies, however, we advise boards to diversify their membership as much as possible. Avoid board members who are friends or relatives either of other board members or of agency staff. Boards with diverse members make better decisions. Boards often encounter issues that provoke heated differences of opinion, debate, and conflict. The existence of friends and family on a board can lead to suspicions of cliques, which can cloud conflict resolution and sound decision-making practices.

Especially in more mature agencies, we advise boards to avoid having board members who are friends or relatives either of other board members or of agency staff. Boards often encounter issues that provoke heated differences of opinion, debate, and conflict. The existence of friends or family on an agency’s staff can cloud up a board member’s judgment about a difficult question, become an obstacle to sound decision-making practices, and lead to a conflict-of-interest for the board member. One important board responsibility, for example, is to evaluate the agency’s performance. This evaluation could be biased if a board member’s family or friend was instrumental in the agency’s performance.

The IRS has stated that it expects boards to have independent members, and it discourages nonprofits from having boards on which many of the directors have pre-existing relationships.

Every nonprofit should have a conflict-of-interest policy either in, or referenced in, the bylaws. Board members must adhere to the conflict-of-interest policy at all times. All actual or potential conflicts should be disclosed in writing at least annually. As any conflicts become relevant to board business, they must be immediately identified and addressed. In general, few people are excluded from board membership due to their personal characteristics, family situations, professional relationships, or other attributes. However, any person can potentially find themselves in a conflict-of-interest situation with regard to specific agency or board activities – and in such cases it is incumbent on the board member and the board as a whole to operate in a manner consistent with the conflict-of-interest policy.

As an example, a vendor for a particular product used by an agency may be recruited to the board and prove to be a valuable board member most of the time. This board member must disclose his or her potential conflict of interest in writing each year of his or her board term. Furthermore, when staff or board decisions are made related to that vendor’s product or service, the vendor should be recused from any related decision-making, and should abstain from any relevant votes. On the other hand, the appearance of propriety may make it desirable simply to avoid putting this type of vendor on the board at all.

To avoid possible conflicts of interest, the IRS has stated that it expects boards to have independent members, and it discourages nonprofits from having boards on which directors may have pre-existing personal or business relationships.

Boards with diverse members generally make better decisions. Particularly as agencies pass through their early formative years, boards often realize they have been tapping limited populations of people and feel the need to branch out to new types of people. The key is to start recruiting among groups the board has not recruited from before.

First, set a goal to bring on board members who are different from the board members you traditionally have had. Do not recruit people just because they are different though; instead decide on the characteristics of new board members you are interested in.

Look for board candidates in many ways. Talk with members of other organizations, businesses, and community groups. Don’t overlook people in the community to which you provide services. Post job descriptions on bulletin boards in public places such as libraries, community centers, coffee shops, and government offices. Use web-based services such as the Build a Better Board website. In general, think creatively outside the box and go to new and different sources to let people know about your board openings.

Your bylaws should define a board member’s length of service. In the majority of nonprofit boards, board member terms range between one to three years, with one to two allowable term renewals. The best length of time for your board to retain board members will vary over time and circumstances. Do not be a slave either to your bylaws or the board’s “traditions.” Have your board explore the question of the best tenure of service, and then recruit accordingly. Amend your bylaws or policy manual if this is necessary.

The most effective boards have staggered terms of service. It is common, for example, to define a board term as three years and engineer the board recruitment process such that the terms of service expire each year for one-third of the board. Boards need “corporate memories.” You should create a board recruitment process that does not replace everyone on the board at the same time, nor the board’s complement of those having special skills.

When your board is recruiting new members, it is best practice to send prospective members information about your agency and board. You must send enough to inform and excite the potential board member, but not so much as to overwhelm them. Do not send information containing any confidential information. Remember, too, that once a new person signs on and commits to a board position, you will be providing them with additional information they will need in order to do a good job. In this early stage of consideration, however, the potential board candidate does not need that level of detail.

A suggested list of documents for potential board candidates:

• Agency mission and vision statements
• Agency program descriptions and brochures
• URL of agency website, if that is not immediately obvious
• List of all board directors and bios of board officers
• General list of board responsibilities and copy of board contract, if you have one
• List of board committees
• Most recent budget and current financial statements
• Most recent federal tax return Form 990

Invite board candidates to ask for additional information if they wish. This can be an indication of their true interest and the value they might have as board members. If the candidate requests additional information, promptly provide it to them if at all possible.

YES. You should give a written board member job description to board candidates to set proper expectations of what you will expect from them if they join your board. The board should review this job description and update it annually to ensure it accurately and completely reflects the duties of your board members. The job description should be the basis for the board and its members to evaluate each director’s performance.

We recommend that all boards sign a “Board Member Commitment Form,” which lists board member expectations. Best practice is to have new board members read and sign this form immediately upon joining the board, and then to have all board members re-sign the form on a yearly basis. An example Board Member Commitment Form is included in this website’s Resources section.

You should approach interviews with board candidates the same as you would any other job interview. Ask the candidate questions to demonstrate their level of knowledge and skills in topics in which you are interested. Ask questions to explore the candidate’s personality and attitudes – will this person work well with others on the board? Do they have effective communication skills? This website’s Resources section has articles suggesting questions you might want to ask board candidates.

YES. It is often helpful to talk to references before inviting a candidate to join your board. Use phone calls to ask references to tell you about the candidate – for example, can the reference describe a situation in which they observed the board candidate participating in a decision-making group? Ask reference people about some of the items on the candidate’s bio or resume – does the reference’s information square up with what you found out from the candidate? Good references do not have to be “professional” people – you can get excellent information from “regular people” such as friends, relatives, and clergy.

YES. We strongly recommend that nonprofit boards maintain an orientation process and apply it rigorously for all new board recruits. This should include: giving new board members a comprehensive collection of information about the agency and its board (usually in the form of a “Board Book”); assigning each new person a “Board Buddy” mentor, who is an existing member of the board; holding a formal orientation session; and introducing the new board member to significant agency staff and touring the agency’s facilities. This website has several articles about the board orientation process in its Resources section.