Authors: Karl Kirsch, CAE, Vice President and Lauren Pearson, Senior Marketing Manager
Should every association conduct a formal board orientation every year?
Simply put – yes. The value your association delivers to your membership is partly due to the effort of volunteers that advance the association’s goals and mission. The authority behind the delivery of this value is your board of directors. Because your board’s success is so entwined with your association’s success, it is imperative they know their duties and responsibilities each and every year.
Why is a yearly board orientation important?
Every association should conduct a yearly, formal board orientation for two reasons: First, the board should know and internalize their general governance responsibilities. Second, it’s critical each board member understands the legal responsibilities of a board member of a non-profit.
Additionally, because most organizations rotate in new members onto the board each year, these new board members need to learn the organizational norms of behavior to become effective contributors. It is also crucial that those who may never have had previous exposure to the personal obligations of board service learn what those obligations are before they attend their first meeting.
What does a board orientation teach?
At a minimum, a good board orientation should explain the difference between governance and management. It is common in most associations to recruit board members from the organization’s committee leadership. Committee chairs are often concerned with tactical operations (how things will get done, how much it will cost and who will do it). It can be difficult, without proper orientation, for them to understand that effective boards answer more big-picture, strategic questions like, “Where are we going?,” “Why are we going there?” and “When should we get there?”
It may look only subtly different, but these questions speak to the important difference between governance and management. Simply put, boards exist to determine and advance the mission of the organization and committees exist to accomplish the work of the board.
Your most effective committee member can be your least effective board member if they do not understand that they no longer have individual authority. Simple things that they might have done as a committee member like speaking on behalf of the committee or dealing with issues affecting individual members are no longer their purview as a board member.
In contrast, as a board member, they should not speak on behalf of the organization unless specifically authorized and should only handle issues affecting the whole of the membership and not issues affecting individual members.
What are board member’s legal responsibilities?
In the category of legal responsibilities, board members should understand that all associations, even non-profit associations, are, at their legal core, businesses. But non-profit associations are not typical businesses. How many businesses have the same group of people who are the owners, the customers and the workforce?
The board of directors of a non-profit corporation has the ultimate responsibility and accountability for the conduct and performance of the organization. Boards regularly delegate the work of the organization to staff and volunteers, but cannot delegate or reassign their own responsibility for work done by volunteers or staff. Board members need to know the legal hierarchy under which they are bound. What comes first, what trumps what? Your bylaws or a state or federal law? Your policies and procedures or your articles of incorporation? Do you really need a governance manual? Which is the contract between the organization and its members and which is a contract between the organization and the state?
Board members’ three primary legal duties are:
- Duty of care
- Duty of obedience
- Duty of loyalty
These duties can be difficult for new board members to understand if not explained to them in the context of situations they may face as a board member, which is again where the annual orientation serves its purpose. Failure to use good judgement and care in making decisions, to put the organization’s interests first or to comply with the law can jeopardize not only the organization but the individual board member as well.
As a non-profit board member, one is obligated to understand this and ensure that the organization and fellow board members adhere to their duties and follow the law. Ignorance of the law is not only not a smart defense, it is not a defense at all.
This is not intended to scare anyone out of board service; it is to convey the importance of board service. Organizations, industries and movements would not be what they are today without the contribution of the millions of hours of volunteer service performed by nonprofit board and committee volunteers. Organizations have an obligation to prepare these volunteers for their roles on a board.
Other final considerations on why it is important to conduct a board orientation every year would be to remind even your seasoned board members of their legal and ethical obligations. It is the perfect time to deliver an update on strategy and a recap of the previous year’s organizational achievements — just in case any of your board members didn’t get around to reading all their email! This will ensure that every board member knows what they need to do, why they are doing it and the foundation on which they can further advance the mission of their organization.
Our team is here to help you reach your long-term association goals. Want to talk more about board and volunteer management? Contact us at email@example.com.