Pro Bono Partnership Pundit: Board Engagement — When Missing Lunch is a Good Sign

August 23, 2016


Pro Bono Partnership is served a regular diet of questions about nonprofit board roles and responsibilities and about developing an effective board. We can help explain the legal niceties that apply to the first topic, and provide some practical ideas on both topics, but to combine the elements of both to form an effective board requires an engaged group of board members.

I recently met with a client’s board to discuss these two topics. I had a presentation that was designed to take slightly more than an hour. The client told me that the meeting venue was booked for three hours. I wondered how we’d fill the time; this is generally not heart-stopping entertainment.

After three hours, we were asked to leave the venue because it was closing for the day. We hadn’t yet had lunch. This had nothing to do with my presentation and everything to do with how engaged these board members were with their organization and their roles as members of its board.

I began the presentation by noting that nonprofit organizations typically must rely on intangible rewards, such as enthusiasm for the mission and personal fulfillment from serving others, to attract board members and keep them engaged. I also noted that people sometimes join boards with a specific agenda rather than an interest in the overall mission and often lose interest as a result.

It was quickly evident that the folks at this meeting had chosen to be on this board because of their enthusiasm for the organization’s mission, and that they were intent upon being an engaged and effective board.

Some of the legal niceties we discussed, which generally apply to all boards, were:

  • the statutory standard of conduct on which their actions as board members would be judged;
  • the fiduciary duties they have as members of a nonprofit board and some practical examples of how to meet those duties effectively;
  • the importance of adopting a corporate governance structure that is tailored to fit their organization;
  • corporate housekeeping suggestions on matters such as holding meetings, preparing agendas and minutes, and receiving information in advance on matters to be considered, as important methods for meeting their fiduciary duties; and
  • significant federal and state statutory requirements with which the organization must comply.

As to developing an effective board, just having this meeting, with the sole purpose of discussing these topics, was a productive step. Some of the ideas we discussed, that should be food for thought for all boards, were:

  • deciding as a board the process to be followed when seeking new board members;
  • having a well-defined mission to ensure that potential new members are enthusiastic supporters;
  • informing potential new members what is expected in terms of time, participation, fundraising, etc.;
  • structuring a process to orient and integrate new board members, including preparing a board book containing pertinent information and using a mentor or buddy system;
  • developing a process of self-evaluation, including annual reviews, to assess how the board is functioning;
  • having an annual board retreat at which members can discuss ways for the board to function that enhance not only the organization’s operations but also the board members’ satisfaction;
  • using a board member agreement; and
  • having “the talk” with any board member who is not participating effectively.

No matter the topic, the board members remained engaged in the discussion, seeking to determine how best to work together to meet their obligations, improve their effectiveness, and fulfill the organization’s mission.  They had a strong appetite for an exchange of ideas — but apparently not for lunch.

For resources on these and other topics, visit the Learning Center on Pro Bono Partnership’s website:

Kent E. Hansen is a senior staff attorney with Pro Bono Partnership, Inc. Pro Bono Partnership provides free business and transactional legal services to nonprofits serving the disadvantaged or enhancing the quality of life in neighborhoods in New York, New Jersey, and Connecticut.

Photo at top courtesy of Creative Commons/Kimberly Vardeman