Are there standard rules that govern number of board members and conflicts of interest on the board? -Carter Randolph, Ph.D., Executive Vice President, Greenacres Foundation, Cincinnati, Ohio
You raise several issues that I’ve recently heard discussed by board members and managers who are trying to increase the effectiveness of their boards. There is no magic number for the members of a nonprofit board. But when I was teaching nonprofit management, I looked into this question, and 8-14 seems to be the right range. At a meeting on board effectiveness this year, a BoardSource consultant cited a similar range--10-16 or so, I think. When you go above the teens, I think you’ll run into problems managing the board, and conducting meaningful discussions at meetings. In my experience, the executive committee ends up making all the decisions, while the board meetings are just window dressing.
There is one model in which I’ve seen large boards--for fundraising purposes. In those cases, the board doesn’t meet very often, the staff works closely with the members on fundraising, and the executive committee makes most of the decisions. I’m on two large boards right now. One is a chamber of commerce and the other is a university foundation. The real decision making comes at the executive committee level, and the board meetings involve mostly listening. They fail to take advantage of the expertise around the room.
As for conflicts of interest, best practice is to have a policy in place, and on an annual basis, have board members either declare conflicts or state that they have none. Conflicts are usually an issue when a board member is doing business with the organization, but they can include any situation in which the board member’s ability to make a decision in the best interest of the nonprofit is compromised because she or he could stand to benefit. Conflict of interest policies are fairly common and you might find a range of them via the internet or by contacting peer nonprofits. You could select one that fits your needs, or consult a lawyer who specializes in nonprofit boards.




We are thinking of styling our board more like a corporate board, with specific portfolios that reflect these key areas of strategic growth for the organization: 3 from diverse community constituencies; 3 for their prowess and/or leveraging ability around fundraising; 3 with specific areas of expertise related to our growth including a focus on change and the future; 3 very focused on governance responsibilities. Are there any models we can look to that help define categories like this and board responsibilities that focus on the specific skills that each person brings to the mix and their commitment to deploy them on our behalf?
»» Posted by: Daniella Levine on April 26, 2007 06:56 PM