The board is ultimately in control of the nonprofit corporation and responsible for its actions. So, you want to be careful in determining the composition of your charitable nonprofit's initial board. Here are 10 considerations:
- The prospective board members should be aware and and prepared to accept the fiduciary (legal) duties and responsibilities of a nonprofit corporate director.
- They should share the founder's (or founding group's) vision for the organization. And they should have a passion for the organization's mission and a passion for the success of the organization and the work it does.
- They should have the capacity to serve as board members and to attend the number of meetings the founder/founding group believes is necessary to properly govern the organization during its startup phase.
- They should bring a valuable skill set and perspective to the organization. Recruiting for diversity in skill sets, backgrounds and perspectives should be very seriously considered.
- They should be team players who work well with others. Board members individually have no inherent authority (unless such authority is delegated to them or they are a sole director), but they have collective authority to manage the organization and exercise all corporate powers.
- They should have a basic understanding of the legal requirements associated with operating a nonprofit corporation exempt under 501(c)(3). See Corporate Governance for Nonprofits – The Practical Lawyer.
- They should be amenable to creating and adopting an appropriate set of governing documents and policies and contributing to the initial business plan that will be incorporated in the Form 1023 application for recognition of 501(c)(3) status.
- Some of the prospective directors should be willing and capable to take on additional roles required by the corporation (e.g., officer and/or committee positions).
- All prospective board members should be appropriately vetted. A founder/founding group should review evidence of how such prospects rate on the criteria described above.
- The number of directors should meet any minimum requirements under state law, and if applying for 501(c)(3) status, should probably include a minimum of 3 directors (others might suggest a minimum of 5) to avoid private benefit concerns. In California, a majority of the directors should not be compensated (either as employees or independent contractors) or related to a compensated person. This may be a good practice for any organization to be operated as a public charity regardless of whether it's required under state law.
Under special circumstances, a founder may wish to retain the power to select and remove board members, but that's a topic for a future post.
A Fresh Look at Diversity and Boards – Blue Avocado
Recruiting and Vetting Nonprofit Board Member – The Bridgespan Group