Send This Story
Volunteering For Nonprofit Boards
Serving as a board member for a not-for-profit organization can be a personally and professionally rewarding experience. But like any other venture, you should have a thorough understanding of what you’re signing on for, or have signed on for, when you agree to join a board.
by Catherine Banich and Donna Roberts, attorneys at Stites & Harbison, PLLC
June 12, 2008
W
hen you volunteer to be a board member, you become part of that organization’s management
team. And not-for-profit organizations can open themselves to legal liabilities just as their
for-profit counterparts can. Most state statutes specify the standard of care required by directors
of not-for-profit corporations, sometimes requiring that directors discharge their duties in good
faith and reasonable prudence. This isn’t a reason to shy away from volunteering, but it is reason
to fully understand what you’re signing on for and what is expected of you. Here is what you should
know before volunteering on a nonprofit board.
Get To Know The
Organization
Just as you would interview and research a company for employment, you should have a
thorough understanding of the not-for-profit with which you align yourself. Talk with current and
past board members. Take a tour of the facility and meet the staff and volunteers. Attend
fundraisers and events that fulfill the organization’s mission to identify strengths and
weaknesses. Talk with the management team about the organization’s vision and their planned path
for maintaining or expanding their services.
Ask for a formal set of requirements and guidelines for board members. While this may seem
like a formality for a volunteer role, remember that you are agreeing to help guide and manage that
organization.
Know Your Available Resources
Boards can benefit by including professionals with key areas of specialty, such as
accountants, attorneys, human resources and marketing professionals. However a profession’s
standards of ethics may govern and limit the capacity in which these individuals may serve on the
board. For example, while an attorney may rely on his or her general training and education to
offer the board meaningful direction, he or she should shy away from giving legal advice to the
board. However, other professionals such as marketing consultants can openly lend their expertise
to the board without concern for additional legal exposure as long as they do not have a conflict
of interest with one of their clients.
Financial And Time Expectations
Some boards require a minimum financial donation from their board members; others require
minimum time commitments and committee participation. The not-for-profit’s management team should
be clear in their fundraising and time commitment expectations with new and prospective board
members.
Know The Bylaws
Ask for a copy of the organization’s charter and bylaws. When determining how the
organization will move forward with programs and evolve with the changing marketplace, it is
imperative that the bylaws are referenced so that activities correspond with the organization’s
intended purpose and are performed in accordance with the operational rules of the organization.
This is especially important when it comes to policies and practices that relate to financial
matters and affect the long-term financial stability of the organization.
Insist On Well-Kept Financials And Insurance
Wherever you choose to volunteer, insist that the organization is well insured and carries
D&O (directors and officers) liability insurance.
Actively Participate In Meetings
Board meetings must be meaningful and include a full disclosure of operating results so that
you and your fellow board members know how the organization is performing. If there are any
deficiencies, you must have the information so that you can diagnose and make decisions about how
that organization is being run so the board can take appropriate action.
This also means that you are obligated to regularly participate in board meetings. It’s no
secret that not-for-profit boards frequently struggle with members who seldom attend meetings or
offer little-to-no input or assistance. While excuses are easily made, these meetings are critical
to the long-term success of the organization. It may sound heavy-handed, but not taking part in
these meetings can be construed as mismanagement. You have agreed to direct a company and not
participating is a violation of the principle of good faith.
The same can be said for committee meetings. Most boards require that their members
participate in one or more committees, but not all committees are active or provide reports to the
full board. Take an active part by volunteering to chair a committee. Set goals for your committee
and give regular reports to the full board.
Evaluate Successes And Failures
Consistently take a step back to evaluate what you, your committee, the full board, and the
staff have accomplished. Did the organization fulfill its mission? Where did the organization find
its greatest success and challenges? If specific areas need immediate attention, either because
they are underutilized or because they could put the organization or people who interact with the
organization at risk, address them in a way that advances the institution. Remember that one of a
board member’s greatest contributions can be the professional expertise that they take for granted.
Catherine Banich (left) and Donna Roberts (right) are attorneys at Stites & Harbison, PLLC, a regional law firm with offices in Atlanta where they concentrate on Labor and Employment and Business Litigation law.
