Board Composition

#7. Nonprofit boards should be made up of individual volunteers who are committed to representing the best interests of the organization, its mission and the community it serves.

Why

Board members are ambassadors of the organization and accountable to its constituents. Therefore, they should not see themselves only as providing technical expertise. Organizations comprised of board members with a vested interest in the well-being of the organizational mission and its constituency have greater potential to do their work effectively.

#8. To be open to new viewpoints and community members, boards should seek out new potential board members from outside the organization’s traditional circles and should include board representatives from the communities the organization serves.

Why

An effective nonprofit board can provide checks-and-balances to the organization’s staff. In order to achieve an effective level of oversight, and to avoid becoming an insular or stagnant organization, it is important to include new board members. Nonprofits that recruit all board members from within the same circle of family and friends may diminish their likelihood of robust and healthy dialogue. By recruiting board members who support the mission, and who are not within the same circle of family or friends, an organization can build a board where diverse viewpoints are accepted, where innovation is more likely and where oversight focuses on professional themes and not personal relationships.

#9. To allow for careful, thorough deliberation during decision-making and a diversity of perspectives, nonprofit boards should consist of at least seven individuals.

Why

While Minnesota state law requires a minimum of three directors, a smaller board faces challenges in being representative of its constituents. Additionally, an organization is highly encouraged to have an odd number of board members so as not to have split decisions on voting matters. It is also recommended that board terms be staggered so as not to have the entire board up for re-election at the same time.

#10. Nonprofit boards must have a chair and a treasurer and should have a vice-chair and No one should serve in more than one officer position in the same organization at the same time.

Why

A nonprofit must have at least two officers, a president and a secretary. A nonprofit may have other officers, but must name a president and secretary, which cannot be the same person. §22.231. The term of an officer cannot exceed three years. §22.232. In the absence
of a provision in the bylaws or certificate authorizing a specified term, the officers must be appointed or elected annually. §22.232. (source: https://www.trla.org/www_texascbar/wp-content/uploads/2018/01/Nonprofit-tool-kit-2018-Revisions-1.24.18-FINAL.pdf

#11. If staff membership on the board is deemed necessary, it should be limited to the executive director. The executive director should not serve as the chair, vice-chair, secretary, or treasurer.

Why

The board is the governing body of the organization and thus responsible for the hiring, firing, and reviewing of the executive director. The board also sets executive compensation. This would put the executive director in a clear conflict of interest by serving on the board.

Additional Resources:

• Definition of ex officio director — https://charitylawyerblog.com/2010/10/07/what-is-an-ex-officio-director/

Note to Readers: Please be aware that certain words have particular meanings in this document.

• “Must” is used to describe practices required by stake or federal law, and is noted with a gavel symbol and highlighted in red.
• “Should” is used to describe highly recommended practices.
• “Constituents” describes people with a stake in the success of the organization and may include members, neighbors, clients, volunteers and contributors.