Board Operations

#19. Boards should have at least six meetings a year and expect regular attendance of members.

Why

Boards should meet regularly enough to keep members engaged in the organization’s work, to foster ongoing conversation and to build relationships between board members and between staff and board. Well-functioning committees are key to keeping the work of specific aspects of the board going in between meetings. Boards should have a specific way to address attendance issues among their fellow board members.

How

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#20. To ensure broad public participation, vitality and diversity, the board should establish term limits of no more than nine consecutive years.

Why

Minnesota Statute 317A.207 stipulates that a term of a director may not exceed ten years. An organization can set its own term length for board members. One recommendation is to set term lengths at three years and allow members to be eligible for re-election for up to three consecutive terms. In reference to practice #9, nonprofits should also implement staggered board terms.

How

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#21. Boards should adopt practices that maximize participation, including accommodating remote or electronic participation in meetings, deliberations or decision-making.

Why

Minnesota statutes 317A.231 state that “a director may participate in a board meeting by means of conference telephone or, if authorized by the board, by such other means of remote communication, in each case through which that director, other directors so participating, and all directors physically present at the meeting may participate with each other during the meeting. Participation in a meeting by that means constitutes presence at the meeting.” Minnesota statutes also provide for the legality of electronic records and signatures.

These practices may help to promote a higher level of board involvement, especially if board members represent different geographic areas or have different accessibility requirements. 

How

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#22. Boards should organize committees as needed so that they can effectively structure their roles and responsibilities in order to properly exercise their duties. 

Why

Minnesota statutes 317A.241 provide for the formation of board committees and sub-committees. Committees provide a valuable way for board members to engage in specific areas where they have strong interest or expertise. Committees can engage board members beyond their regular board meetings and enable board members to support the organization in deeper ways.

It is common for boards to have standing committees related to finance, fundraising, governance and personnel. In some cases, too many committees may actually make board members feel less engaged. Board committees can also include non-board members and, thus, act as a conduit for recruiting or training future board members.

How

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#23. The board chair is responsible for presiding over board meetings. The board chair should also make sure that board members have access to key organizational documents and training. The board chair should pay particular attention to helping the board be aware of its obligations with regard to conflicts of interest, board attendance, board evaluation and compliance with board policies.

Why

The board chair is responsible not just for facilitating board meetings, but also setting expectations for how board members might contribute effectively during meetings and helps encourage engagement from all members. The board chair ensures that the board’s time is well spent and makes sure issues of priority are addressed in board meetings. The board chair and chief executive work in partnership to ensure that key items are implemented. The board chair is also usually the key spokesperson for the board to external stakeholders. 

How

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#24. The board of directors, led by the board chair, should annually evaluate its own performance and review the results with an eye toward improving its practices.

Why

Conducting an annual board assessment will help a board evaluate how it performs compared to generally accepted governance best practices. An assessment can gauge how well board members understand the organization’s mission and how this mission is accomplished, and how it performs in key areas including: program assessment, resource development, organizational development and planning.

How

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