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The Components of a Complete Board

Kathleen Cavanaugh, Management Strategies Facilitator,
American Humane Association


The Board: Part 1
The Components of a Complete Board

Avoid the Warm Body Syndrome of just filling your board with anyone who’s willing.

A humane organization’s most vital resource is its board of directors. It’s the organization’s critical link to the community. The time spent cultivating new trustees and developing current trustees is an investment that will reap inmeasurable return.

Too frequently too little thought is dedicated to the design of the board. As the annual meeting fast approaches, the Nominating Committee springs into action trying to fill the slate of directors and officers.

Rather than strategically planning the recruitment of new trustees, the Committee simply searches for individuals who would be “willing” to serve on the board. Rather than building a board based on skills, competence, and community contacts, the organization settles for less. This Warm Body Syndrome causes the Nominating Committee to soft sell the organization’s expectations for the board members and the agency.

An Assortment of Skills

Let’s first examine the skills every effective board should have around its table. As with any good business, we need specific skills – financial management, legal expertise, public relations and marketing, education/teaching and human resources. We also, as a nonprofit, require business and financial management expertise to chair the Finance Committee, assist with the development of the annual budget, monitor the preparation of the annual 990 Form, establish internal controls, and ensure the preparation of informative and timely reports.

Legal Counsel. An attorney brings the legal expertise to assist the organization in making appropriate legal decisions, developing, policies and procedures, practicing effective risk management to limit liability, and establishing a planned-giving program. An attorney with general counsel experience would be more appropriate than, let’s say, a bankruptcy lawyer! Someone who is affiliated with a multi-service firm would be able to tap into the expertise of partners and staff.

Public Relations. A public relations and marketing specialist brings the ability to professionally project the organization’s image, communicate their mission to the public, and build a strong community relations component. This trustee would be an ideal candidate to chair the PR/Marketing Committee or the Financial Development Committee.

Education. Any organization with a humane education program can benefit from the expertise of an educator. In addition to providing a bridge to the educational community and school systems, the “educator trustee” can assist in the development of the agency’s educational services and goals, review materials for age-appropriateness, and expedite the recruitment of interns from the school system or college. A teacher can also provide valuable input into the development of a student volunteer program.

Human Resources. Every organization can profit from a trustee with a human resources background. As an employer, every humane organization faces employer-employee issues like any other business. The HR trustee would be an ideal chair for the Personnel Committee-providing input on hiring practices, salary and benefits, personnel policies and procedures, training, and evaluation. Frequently this board member can tap into the business community’s expertise in the design of training materials and programs, and employee manuals. Many of these issues and discussions are also related to the volunteer program.

Media. A representative from the local media can provide linkages to the print and electronic press. This person’s expertise in developing media packets and pitching stories is invaluable. With all the nonprofits in the community competing for limited time and space, it pays to have a media rep on the shelter’s board!

Customer Relations. Someone with customer relations and/or telemarketing skills brings a vital perspective to any organization which daily encounters and serves the public. This individual would be well placed on a Shelter Operations Committee, assisting in customer-relations guidelines and training for paid and volunteer staff, such as the receptionist, and the adoption desk and receiving personnel. The Resource Development Committee is an ideal slot for the new trustee with telemarketing or sales skills.

Management. Every board should strive to recruit someone with planning and/or management skills. These skills fit into every aspect of a nonprofit organization developing goals in fund-raising and program development, and monitoring and evaluating the attainment of those goals.

Each of these skills not only brings necessary expertise to our organization, but invaluable connections to that particular profession. So we may find that a superintendent of schools lends us most of what we want in a trustee, though he may not have elementary education experience. However, he can connect us with those in his field – teachers, counselors, and principals – who can give us that specific knowledge we want.

They Need More Than Skill
As we put together our ideal board of directors, we realize that potential members must have more to offer the organization than a specific area of expertise. Therefore, we need to pass each nominee through several “filters” in our screening process. First, we need-

People who believe in our mission – stakeholders in our humane organization. The mission statement plays an important role at this point. Can the potential trustee pledge to uphold the mission? If this is not addressed upfront, serious problems can crop up later – perhaps when it’s too late.

Many boards find it difficult to make any progress due to ongoing conflict among the trustees over interpretation of the organizational mission and basic tenets, such as animals serving as only companions versus serving utilitarian purposes, and euthanasia versus non-euthanasia.

People who pass through this screen must also be…

People with specific areas of expertise- as discussed earlier.

Any potential nominees filtering through this screen, must finally be…

People who are willing to commit their time and resources to serve on the board. Here is where a board job description comes in handy, as it clearly articulates the organization’s expectations, such as time commitment, committee participation, and board giving.

Many boards use the job description as a “contract” between the organization and the individual trustees. By adding a statement such as “the trustee agrees to assume these responsibilities and to uphold the agency’s Mission,” and then asking trustees to sign off on the document, expectations are clearly and uniformly articulated and agreed upon at the onset of the term.

This filter system is not unrealistic – just think of friends, neighbors, professional associates, and other community members who are highly skilled, and conscientious animal owners!

A Reflection of the Community

A well-rounded board truly reflects the communities we serve. Therefore, the board should reflect the diversity of the community. A cross-section of ages, from teens to senior citizens, puts us in contact with different needs and expectations of our constituents–current and future. A high school or college student who is interested in becoming a veterinarian would bring a bright, new perspective to the board, as well as linkages to energetic young volunteers. Don’t forget that these youth will, in a few short years, become our adoption customers and donors.

The array of cultures must also be reflected in our governing body. Men and women representing different backgrounds help us to develop strategies to reach and respond to the needs of every neighborhood. We can get an accurate feel for the diversity of our area by looking at the demographics. We may discover that having a bilingual staff – paid and volunteer – is a necessity for serving our entire community and helping all the animals. The cultural connections on our board will lead us to those talented people.

The Nominating Committee is Old Hat

Gathering together a well-rounded, balanced board does not happen overnight. Many nonprofit organizations today are changing the scope of the Nominating Committee to a Board Development Committee; thus implying the year-round responsibility of growing and developing the board of directors.

The Board Development Committee is responsible for-

  • Identifying the skills and expertise required for a high-performance, competent board
  • Monitoring the chronological terms and projecting upcoming board openings
  • Developing recruitment strategies – recognizing where to find the skills and representation the agency needs to fulfill its mission in the community
  • Creating a roster of possibilities from community contacts, adoption records, and current committee membership
  • Activating a cultivation process – sending letters, calling, and meeting with prospects to ascertain interest, and obtaining applications from interested, qualified candidates
  • Clarifying criteria for serving on the board
  • Recommending an annual “slate”
  • Orienting new trustees
  • Identifying ongoing training needs for all the trustees
  • Organizing the annual board retreat, and
  • Ensuring meaningful recognition of the trustees and committee members.

With this model, the “one-shot” nominating technique is replaced by a process of identifying the agency’s needs and finding the right person for the right slot.

Boards can’t afford to carry trustees suffering from Empty Suit Syndrome.

An organizational structure of active, productive committees, chaired by trustees and composed of community members and board members, provides the Board Development Committee with a “farm team” roster to choose from when openings occur on the board. Now we can draw from a list of individuals who have proven their commitment, their reliability, and their willingness to work on our team.

The practice of advertising in local papers or trade journals for new trustees is more problematic than productive. Too often a person looks good on paper or comes across well in the interview–even the first few board meetings. But when the time comes for hands-on responsibility and follow-through, the disappearing act begins.

Now we have the Empty Suit Syndrome of attending meetings but doing nothing or the Empty Seat Syndrome of not showing up for meetings. The average board of 12 to 14 trustees cannot afford to carry either of these types of trustees; and, increasing the board size does not increase the likelihood for commitment, if the recruiting is at the base of the problem.

Another board myth is that of the wealthy, well-connected trustee who will attract more money and prestige. There is no guarantee of this outcome especially if the expectations have not been clearly articulated during the recruitment process! A try-out as a member of the Financial Development Committee or as chair of a special event gives us a clear indication of this person’s willingness to bring funds and friends to the organization.

An active Board Development Committee can play a major role in guaranteeing the care and maintenance of an effective board of directors. In fact, this can be the most important committee of the entire organization. By assessing the organization’s needs, cultivating key community contacts, and measuring the effectiveness of current trustees, this committee can structure a board that provides the vital link to the community – helping the humane organization thrive, not just survive.

Your Nominating Committee should work year- round, not just when it’s time to vote.


Board Job Description

Trustees will-

1. Determine and uphold the organization’s mission.
2. Set policies to uphold the mission, charter and legal responsibilties.
3. Hire, monitor, and, if necessary dismiss the chief staff officer.
4. Review the performance of the chief staff officer.
5. Ensure ongoing organizational planning, including approving long-range goals.
6. Ensure adequate resources -financial and human.
7. Establish fiscal policies, financial controls and annual budgets that ensure the effective management of resources.
8. Set and monitor overall programmatic goals and services.
9. Serve as a link to the community – promoting the, work of the organization and interpreting the needs of the community.
10. Assess the performance of the organization and the board.

And commit to –
o 2-year term
o 7 meetings of the board/year
o Committee membership – minimum of 6 meetings/year
o Participation in annual Board Giving Campaign



© 1996 American Humane Association

1st Quarter 1996 AHA SHOPTALK

Courtesy of

63 Inverness Drive East
Englewood, CO 80112

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