Obtaining 501(c)(3) Non-Profit Status

Create A Board of Directors

What exactly is a board of directors? What do they do? How do you form a board that is right for your organization?

Board members are volunteer leaders who advance their organization's mission. They provide expertise, community perspective, time, money and organizational credibility.

You may be tempted to just sign on a friend or relative to fill in the blanks on state and federal forms. However, a make-shift board won't help your organization, and it can hold it back if opportunities arise that they are unable to handle.

Once an individual agrees to become part of your board, they have obligations of allegiance, care and duty to the mission of your group. If you do not look for board members who have this expectation, having a board will become an encumbrance, rather than a benefit.

Allegiance: Board members should demonstrate faithfulness to the mission of the organization.

Care: Board members should exhibit due diligence and attention and be informed participants in the organization.

Duty: Board members have a responsibility to obey laws and regulations that govern the organization, including federal, state and local laws, the bylaws of your organization, any licensing regulations that may exist in your state or locality, and any contractual obligations that a board member agrees to with the organization.

What do you want from a board of directors?

First, look at what you need for your organization and your community, and then identify what you need from your board.

If you are a very small group or a one-person effort, it's tempting to invite someone who is willing to help clean cages and kennels or help run off-site adoptions now and then. But is that what you really need in the long run? Non-board volunteers can help with day-to-day operations.

Do you need someone with fundraising ability? Public relations savvy? Legal help? Identify the needs of your organization and look for board members who support your mission and can help fill that need.

How do you find potential board members outside family and friends?

Consider looking at your list of adopters and current supporters. Think of all the people who have shown an interest in your work, including local businesses and veterinarians who have helped you in the past. You may be surprised to learn how large your circle of supporters has become.

Do you have adopters and neighbors who have been particularly supportive, but you don't know what they do for a living? Make a point of finding out! Their skills may be just what you need, and they may have already shown you they care by staying in touch after an adoption, sending a donation, bringing gifts to your shelter, and showing up at your special events.

If they have shown a commitment to your group simply as a member of the community, think how they might help as a member of your board.

How is the board organized in relation to the entire organization?

The board chair coordinates the work of the board, committees and the executive director.

Other board members usually include at least a secretary and treasurer. At minimum, three board members are expected. Organizations may have a larger board to provide a wide range of expertise, assistance in committees, fundraising outreach and an exemplary community reputation.

Committees are formed to carry out special functions of the board. Committees are made up of board members and sometimes staff or volunteers.

The executive director carries out the wishes of the board, is accountable for the work of the staff, and is the bridge between the day-to-day operations of the shelter or placement group and the board's broader goals.

Staff members manage day-to-day operations, report to the executive director and may be involved in committees.

Volunteers are unpaid, assist staff, may serve on committees and are also under the direction of the executive director.

What does a board actually do?

It is the responsibility of the board of directors to ensure that your organization is fulfilling its mission statement. The people who have started the shelter or adoption group have usually already provided the initial vision and mission statement. The role of the board is to provide the organization with advice and direction on implementing this vision.

They will be closely involved with budgeting, financial reports and capital goals (new equipment, building improvements, etc.).

In a nonprofit organization, the board is also deeply involved with fundraising. There is an expectation that board members not only will reach out to the community for aid, but will support the organization with their own time and money.

The board is also your organization's eyes and ears in the community. As community members themselves, your board will receive feedback from citizens as they go about their work and lives outside of the organization.

For what can board members be held responsible?

Board members can be held responsible for violations of law. Board members should therefore be aware of state and federal animal care and sheltering regulations. If questions arise about animal care, the board will be approached to justify their oversight of, or response to, these actions.

They are also responsible for gross error or neglect of legal and financial duties, especially if the organization holds 501(c)(3) status. The board will be expected to have approved the budget and be aware of the ongoing financial health of the organization.

The board can be held responsible for unpaid payroll and other taxes.

The board also must attend to outstanding debt if the organization dissolves.

It is very important to outline the accountability of the board. Decision-making roles and tasks should be defined at the board and staff levels, so it is clear who is responsible for what and to whom staff and board members are accountable.

How is a "board of advisors" different from a board of directors?

A board of advisors is a small group of people which meets periodically to offer special guidance to an organization and its board of directors. Members of the board of advisors do not bear legal responsibilities for the company's actions. They are usually community members with specific expertise and a good reputation which forwards the cause of your organization. For example, an animal welfare organization may want a veterinarian, a nearby university's animal behavior expert, or the editor of your local newspaper on a board of advisors.

Not all organizations have a board of advisors, and a board of advisors is not required for state or federal tax-exempt status.

Strategic Planning: what is it and what does it have to do with your work?

The board of directors is responsible not only for what your organization is now, but for what it will become in three, five, 10 or 20 years!

Strategic planning--sometimes called "planning and priorities"--looks at your organization as it is now, as well as your vision for the future (usually 3-5 years), and determines how you will get from one to the other in a successful and organized way.

The day-to-day efforts of animal care, adoption, immediate public outreach and problem solving seem to take up every moment of your time. However, it is important to keep long-range goals in mind. This is a primary responsibility of your board.

Why plan for the future? First, strategic planning provides your staff, volunteers and board with an opportunity to work together for the benefit of your organization rather than on just their own specific tasks. A board will revisit strategic planning every few years, and this exercise usually includes the input of board, staff and volunteers. Second, strategic planning improves your immediate and long-term decision making. Finally, it makes very clear what you are capable of changing (so you can get started!) but also identifies what you can't change. You can then dismiss these past roadblocks and move toward more productive efforts.

In conclusion

A well-planned board is vital to the current success and future development of your shelter or adoption group. In making the step from an independent group to a board-led organization, it is important to keep in mind that the board you initially invite to lead you will determine whether your effort succeeds or remains static. The board has legal obligations to your organization and will be actively involved in financial planning, fundraising, and both the short and long-term goals of your shelter or adoption group. They will work closely with the executive director and will oversee her or his actions and results.

The board you choose now will determine the future success of the shelter or adoption effort you originally inspired and nurtured.