December 20, 2022   //   Not-For-Profit   //   By PKF Mueller Solutions


Does your not-for-profit need to replace a departing board director — or add directors to better handle your growing organization’s governance work? Choose carefully, because although a well-qualified, enthusiastic board addition can help infuse the group with energy and fresh ideas, an unqualified one can create conflict and other problems. Here’s how a nonprofit board should operate and how you can recruit effective board members.

Governance and More

The board has a duty to ensure the prudent management of funds and adherence to your nonprofit’s mission and bylaws. But its responsibilities go far beyond that. Your board can help shape your charitable priorities, refine goals and strategies for meeting them, and ensure that programs begin and wind down (when applicable) in a timely fashion. Without an adequate board, nonprofits can easily lose direction and even wipe out.

Board members are also instrumental in fundraising. They can use their connections to find new supporters and publicize events, and they typically make their own financial and in-kind contributions. Although some board members enjoy being front and center, others prefer to operate behind the scenes. Either way, they provide real benefits to your nonprofit.

However, it’s important not to confuse board members — who aren’t employees — with executives. Executives, such as the CEO or executive director, should manage your organization’s day-to-day affairs. That’s not to say that board members won’t ever roll up their sleeves and participate in work that usually falls to staffers and volunteers. This is especially true in smaller organizations and those that are short-staffed and scrambling to meet near-term goals.

Filling Empty Seats

New nonprofits typically need at least three directors when they file their letter of incorporation. As organizations grow, they usually put in place a formal process (such as establishing a nominating committee) to handle board additions or replacements.

Your organization’s unique qualities will help drive your search. But initially, look for people with a passion for your mission and strong ties to your community. Your volunteer pool is a good place to start searching for individuals who are passionate about the work your nonprofit does. And major donors clearly care about your mission. They may also occupy prominent positions in your community or have the ears of local government officials, business owners and other leaders.

In addition, look for candidates who bring diversity to your board. Diversity isn’t limited to age, race, gender, religion and other demographic data. Think about the professional skills, work history and life experience your current board may lack and could benefit from.

Making the Pitch

Although the full board will ultimately vote on any board nominees, your nominating committee should be responsible for assessing membership needs, compiling a list of potential candidates and making recommendations based on their research and analysis. To help in recruiting, the committee needs to prepare a summary for prospective candidates that explains such topics as:

  • Your organization’s mission and key programs,
  • Its history and evolution,
  • An estimate of how often the board meets and minimum attendance requirements,
  • Board member duties and possible committee tasks,
  • Board term limits and removal from the board for cause,
  • The need to avoid conflicts of interest,
  • Possible legal ramifications of membership, and
  • Any other important expectations — for example, fundraising and event participation.

After candidates have had the opportunity to review the summary, follow up and ask if you can answer questions or clarify any points. If candidates wish to proceed, arrange interviews with the full committee or with individual committee members. Then, recommend the best candidates to your full board.

Committees to Recruit and Retain

One concern of many prospective board members — and a common reason for board resignations — is workload. If your board holds frequent meetings, has high attendance expectations and requires members to do considerable “homework,” you may have trouble recruiting and retaining people. Breaking the workload down by committee can help give members a focus for their efforts.

Although boards of small nonprofits generally handle board responsibilities as a group, medium-to-large organizations can benefit from segregating functions such as finance, fundraising and governance among multiple committees. Committee work also enables board members with specific talents or expertise (for example, CPAs, lawyers and IT experts) to dig in and directly apply those skills.

Dividing board work into committees can help you recruit new members, as well. For example, a physician may be encouraged to join a nonprofit hospital board if one of the committees is working to introduce protocol the doctor advocates. Committees can also help orient new members — allowing them to work closely with committee mentors on focused projects.

Take Your Time

Any addition to your board can have a lasting impact — so make sure that impact is positive. It may be tempting to make quick decisions once candidates have interviewed successfully. But your board should take as long as it needs to feel comfortable offering a candidate the job. Contact us for advice.

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