New Board Member Fundamentals
A new board member must acclimate to the role and responsibility.
By Grace Zientarski
Serving a board is an incredible opportunity for personal and professional growth, but it is also a serious commitment. It is particularly demanding for first-time or new board members as they acclimate to their roles and responsibilities. The adjustment takes some time, but it is what allows you to become an impactful board member.
Orientation (formal or informal) is essential for a new board member, as it will provide valuable information on the organization’s culture and function. However, it may not cover general material for first-time members about board service, so we have provided some of that information here.
Here are some tips and fundamentals that we think every new board member should know.
Related: Board Terminology
Follow Fiduciary Duties
Board members are called fiduciaries because they are legally responsible for managing the nonprofit’s assets. Joining a board means agreeing to follow three fiduciary duties, which are the foundation of board service to ensure board members act with utmost responsibility.
Duty of Care
Duty of Care is the fiduciary responsibility held by directors requiring them to act with the highest standard of care in all dealings for the organization. Directors need to make decisions based on sound “business judgment” made in good faith and absent of showing any fraud, illegal conduct, and must be within their authority. This level of competence is expected from every board member.
Duty of Loyalty
The fiduciary duty of loyalty means making decisions on behalf of the organization. Every decision that board members make should benefit the organization without any conflict of interest. Your duty of loyalty requires you to place organizational interests ahead of your own at all times and disclose any potential conflicts to ensure no personal matters are interfering with the responsibilities of the board.
Duty of Obedience
The board must fulfill its duty of obedience by ensuring that the nonprofit abides by all local, state, and federal regulations. It also means that board members must carry out the organization’s mission while following their charitable purpose.
Prepare for Meetings
Your fiduciary duties begin as soon as you are appointed a new board member. The first board meeting is an opportunity to observe and learn, but it is essential to arrive prepared. Gather and review materials about the organization to optimize your efficiency as a new board member and make a smooth transition into your role.
Review Organization Bylaws
Nonprofit bylaws are the central governing document for an organization. Bylaws are unique to every organization, but they provide crucial information about the nonprofit and the board. Review the bylaws to understand the organization’s purpose, policies, and structure. Keep them handy to refer to as needed.
Analyze Financial Reports
Gather and review financial reports to understand how they are organized. The board’s financial responsibilities are critical. If needed, schedule a meeting to gather a better or more detailed explanation of the financials so you can make an informed contribution to board discussions.
Read the Board Packet
Read the board packet, a tool to prepare for every meeting, to familiarize yourself with the documents of the board. For your first meeting, it will be helpful to catch up on the board’s current matters by reviewing the minutes from the previous meeting and reviewing the upcoming meeting’s agenda. Look for an agenda item or two where you may be able to share a few insightful comments.
Board packets typically include:
- The meeting agenda that outlines discussion topics and the order of the meeting
- Recorded minutes of what occurred in the previous meeting
- Governing documents of the organization that board members can use as a reference
- Officer and committee reports communicating work to board members
- Supporting information or background on every agenda item
Related: How to Prepare for a Board Meeting
Understand Robert’s Rules of Order
Many organizations follow a parliamentary procedure called Robert’s Rules of Order to run their meetings. Robert’s Rules is a democratic process to ensure order and fairness in the boardroom. New board members may be unfamiliar with the system, but knowing the basics beforehand will ease the learning process and allow you to focus on the meeting’s content.
Call to Order
Call to order, begins the meeting. When the board chair announces the call to order, it means that the meeting is starting. The board secretary, or whoever is responsible, will begin recording the meeting’s minutes.
The board secretary will perform a roll call to determine if the meeting’s attendance reaches the quorum. The quorum is the minimum number of board members needed to be present to conduct official business. If there are enough attendees for the quorum, the meeting can continue.
Approval of Previous Minutes and Current Agenda
The board chair will read minutes from the last meeting and the current meeting’s agenda for approval. Approval must be unanimous to continue, but board members can raise motions to alter or amend the documents.
Reports of Officers and Committees
Officers and committees will read reports on the current standings of projects and finances. Reports allow board members to stay updated on the work that happens outside the boardroom. The reports are typically to provide information, but the speaker can recommend a course of action if an issue is presented to the board and needs to be addressed.
Standard Order of Business
The order of business is the discussion portion of the meeting. It will typically begin with any unfinished business from previous meetings and follow with new business matters. The standard order of business is the part of the meeting where board members vote on decisions.
Like the call to order, the board chair will move to adjourn the meeting. It is the official statement that the meeting is over.
Learn Voting Procedure
Board members vote on policies, procedures, projects, proposals and more in nearly every board meeting. The votes are the decisions or solutions made by the board in order to move the organization forward. Here are some key terms to familiarize a new board member with the voting process.
A motion is a formal proposal for consideration and action. Board members raise motions with the phrase, “I move…” Motions are the reason that meetings take place. They are the solutions that board members discuss and vote on to reach the organization’s goals.
For a motion to move forward, another board member must second it by saying, “Second,” or “I second the motion.” It means they agree that the motion should proceed for consideration. After seconding, board members can discuss the proposal.
While a motion is under consideration, board members can move to amend it before voting. Raising an amendment means they like the idea, just not exactly as offered. Another board member must also second a motion to amend. After discussion, the chair will restate the motion with any amendments and ask for affirmative and negative votes.
Related: How to Run a Board Meeting
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