Why this matters: Funders read your board minutes, your conflict-of-interest policy, and how often the board meets. A small org with a well-run board out-fundraises a larger org with a sloppy one. None of this requires a lawyer.
Board Member Job Description (template)
Adapt this for your org. The clearer the role, the easier it is to recruit — and to ask someone to step down when they ghost you.
[ORG NAME] — Board Director Position Description
Term: 2 years, renewable up to 3 consecutive terms.
Time commitment: ~6 hours/month (1 board meeting + 1 committee + prep).
Responsibilities
- Attend at least 75% of board meetings annually
- Serve on at least one standing committee
- Make a personal financial contribution each year (any amount — 100% board giving is what funders look for)
- Help identify and cultivate at least one new donor or partner per year
- Review financials and the executive director's report before each meeting
- Disclose conflicts of interest in writing
- Act in the best interest of the organization (duty of loyalty, care, and obedience)
Expectations
- Read materials in advance
- Speak up in meetings; bring your perspective
- Maintain confidentiality of board discussions
- Represent the organization positively in the community
What you can expect from us
- Board materials sent at least 5 days before each meeting
- Annual orientation and ongoing education
- Reimbursement for board-related travel on request
- Director and Officer (D&O) liability insurance coverage
Standing Board Meeting Agenda (template)
Stick to a predictable agenda. Boards meander when the chair improvises. Aim for 75–90 minutes.
[ORG NAME] — Board of Directors Meeting
Date / Time / Location (or video link)
1. Call to order & quorum check (2 min)
2. Approval of prior meeting minutes (3 min)
3. Consent agenda (5 min)
— Items requiring a vote but no discussion (committee reports, routine approvals)
4. Executive Director report (15 min)
— Programs update, key metrics, risks, asks
5. Financial report & approval (15 min)
— Budget vs. actual, cash position, 990 status
6. Committee reports (15 min)
— Governance, Finance, Development, Program
7. Strategic / generative discussion (20 min)
— One topic that requires the board's judgment, not approval
8. Old business / new business (5 min)
9. Executive session (if needed, no staff present) (5 min)
10. Adjournment
Next meeting: [date]
Conflict-of-Interest Policy (the IRS-friendly version)
The IRS asks on Form 1023 whether you have one of these. Adopt this at your first board meeting and have every director sign the disclosure annually.
[ORG NAME] Conflict of Interest Policy
Article I — Purpose
This policy protects the organization's interests when contemplating a transaction or arrangement that might benefit the private interest of an officer, director, or substantial donor, or could otherwise result in excess benefit transactions under IRS rules.
Article II — Definitions
A "conflict of interest" exists when a director or officer (or a family member or business associate) has a direct or indirect financial interest in a proposed transaction.
Article III — Procedures
1. Disclosure: Any director with a possible conflict must disclose it before discussion.
2. Recusal: The interested director leaves the room during discussion and the vote.
3. Alternative review: The remaining directors investigate alternatives. The transaction proceeds only if it is in the org's best interest, fair, and reasonable.
4. Documentation: Minutes record the disclosure, recusal, alternatives considered, and the basis for the decision.
Article IV — Annual Statements
Every director, officer, and key employee signs an annual statement affirming they have read this policy, agree to comply, and understand the org is a tax-exempt charity.
Article V — Periodic Reviews
The board conducts a periodic review to confirm the org operates consistently with its charitable purpose and does not engage in inurement or impermissible private benefit.
Adopted: [date] Reviewed: [date]
Fiduciary Duties — one-page cheat sheet
Every board member owes the organization three duties. Print this. Hand it out at orientation.
Duty of Care
Show up. Read materials. Ask questions. Make decisions a reasonably prudent person would make in the same circumstances. Active participation, not passive attendance.
Duty of Loyalty
Put the org's interests above your own. Disclose conflicts. Recuse from votes where you benefit. Don't take corporate opportunities for yourself.
Duty of Obedience
Stay true to the mission. Follow the bylaws. Comply with state and federal law — including filing the 990, paying payroll taxes, and honoring restricted gifts.
Board Self-Assessment (12 questions)
Once a year, ask each director to answer these 1–5 (1 = strongly disagree, 5 = strongly agree). Aggregate anonymously and discuss results in executive session. The lowest scores are your governance roadmap.
- Our board has a clear understanding of the organization's mission and strategy.
- We receive accurate, timely financial information and understand it.
- We focus our meeting time on strategy and oversight, not staff-level operations.
- The board composition reflects the diversity of perspectives our mission requires.
- Every director makes a personal financial contribution each year.
- We evaluate the executive director annually with clear performance criteria.
- We follow our conflict-of-interest policy — every year, every director.
- We have a written succession plan for the executive director and board chair.
- We understand the organization's key risks and have plans to mitigate them.
- Board meetings are well-prepared, well-run, and end on time.
- We recruit new directors strategically based on identified skill gaps.
- I would recommend joining this board to a qualified colleague.
Board Recruitment Checklist
Skip this and you end up with a board of "whoever said yes."
- Skills matrix. List the skills your board needs (legal, finance, marketing, lived experience of the population you serve, fundraising, HR). Score current directors. Recruit to fill the gaps.
- Term limits. Two 3-year terms is the most common standard. Forces healthy turnover without burning out star directors.
- Pipeline first, ask second. Cultivate prospects through committee involvement before extending a board invitation. Most great directors have already volunteered or donated.
- Written invitation. When you invite, send the job description (above), the most recent 990, the bylaws, and a financial summary. Real candidates appreciate the seriousness.
- Orientation. Within 30 days of joining: org history, financials walkthrough, bylaws review, meet the ED and senior staff, attend a program in person.
Robert's Rules — the 90% you'll ever use
Robert's Rules is 700 pages. Small boards need maybe a dozen rules.
| Action | How |
|---|---|
| Make a proposal | "I move that…" |
| Support a proposal so it can be discussed | "I second." |
| Change wording before voting | "I move to amend the motion to…" |
| Postpone the decision | "I move to table." (Needs majority.) |
| End discussion and vote | "I call the question." (Needs 2/3 to pass.) |
| Take a quick informal vote | "Without objection…" (silence = approval) |
| Reconsider an already-passed motion | "I move to reconsider." (Must be made by someone who voted with the majority.) |
A board of 7 doesn't need parliamentary theater. Use the rules to keep meetings fair, not to perform expertise.
Standing committees worth having
- Executive committee — meets between board meetings, handles urgent matters, drafts agenda. Chair, Vice Chair, Treasurer, Secretary by default.
- Finance committee — reviews financials monthly, oversees audit, recommends budget. Chaired by the Treasurer.
- Governance / Nominating committee — recruits new directors, manages board self-assessment, recommends bylaw updates.
- Development / Fundraising committee — sets fundraising plan, holds the board accountable to its giving and getting role.
- Program committee (optional) — deeper dive into program outcomes between board meetings.
Where to learn more
- BoardSource — the gold-standard nonprofit board governance resource. Membership unlocks more, but their public articles cover most of what small boards need.
- National Council of Nonprofits — free templates, including bylaws and board policies.
- Candid — free training, plus the GuideStar / Candid profile every funder checks.
- Your state nonprofit association — most states have one, and most offer board training at low cost.
Run a tight board, raise more money
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