As we gain experience and grow in our respective “day jobs,” some of us will be offered the opportunity to serve on the board of a non-profit organization. Others among us may seek out such an opportunity as a way to give back to the community that has given them so much. In either case, there are some questions that you will need to ask yourself before committing to such a position.
1. What is the organization’s mission?
First and foremost, what does the organization do and is it something that you believe in. Your duty as a board member will be to act in the best interest of the organization. For this reason, you should make sure that the mission does not conflict with any of your personal beliefs/interests (or interests of any other organization (your employer or other) that you may represent). Identify any potential conflicts of interest prior to joining a board. And above all, you want to make sure that it is an organization whose mission you can stand behind. As we discuss with the next question, a lot may be asked of you, with little to no compensation. So make sure you are putting your efforts towards an organization and a mission that you truly believe in.
2. What responsibilities would you have?
Discuss with the executive director or chairman of the board, some of the responsibilities that will be expected of you. Some of the items to discuss are:
- Frequency, typical duration, dates and location of meetings
- Expected availability of board members between meetings and involvement on other committees
- Length of your term as well as any term limits, and other limits on a board member’s continuing involvement, including any mandatory terminations for failure to attend meetings
- Any meeting, travel, meal and expenses you will be expected to absorb or contribute
3. What’s in the organization’s Form 990 (and other documents)?
I recommend reviewing the organizations Form 990 before agreeing to serve on a board. The Form 990 provides detailed financial information and governance information about the organization. Other documents that you should review are the organization’s governing documents, including articles or the certificate of incorporation, bylaws or regulations as well as any board policies or guidelines, especially those regarding conflicts of interest and statements of mission. You’ll definitely want to review the latest (hopefully audited) financial statements as well. Also, check the organization’s website, to gather additional information.
4. What protections are available to the organization’s board members?
You should confirm the extent that board members of the organization will be entitled to protection of laws limiting liability of volunteers under federal and any applicable state law, as well as the protections of a business judgment rule and of statutory indemnification under state law. More importantly, you should determine the extent that the organization’s board members will be protected by:
- Contractual indemnification; and
- D&O insurance policies
The most important of these protections is likely volunteer protection. Typically, you lose volunteer protection if you are paid other than reimbursements of out-of-pocket expenses or you are enriched through a conflicting relationship.
5. Can you be a valuable asset for this organization and are you willing to dedicate the time and effort to be that valuable asset?
Assuming the questions above were all answered to your liking, the true question is whether or not you are willing to make the sacrifices necessaryto help the organization in whatever way you can. If the organization is something that you truly believe in and it appears that they have their house in order, then it’s a matter of determining how much you are able and willing to offer. If you feel like you have a little extra to give (pro bono) back, there are plenty of organization that would love the help. I hope you find a great organization that you can be proud to be a part of and I know they’ll be proud (and glad) to have you.
Sean Niland is a manager in our Consulting Group, Sean provides implementation, conversion assistance, training and ongoing support for the firm’s clients. His industry experience includes privately held businesses such as hospitality and professional service firms; non-profit organizations such as health and human service agencies and arts and cultural organizations; and municipalities.