The purpose of this article is to provide new not-for-profit board members with suggestions of where to obtain the information you may need to fulfill your new new role and make a positive difference to your organization.
Your Legal Responsibilities
“The Board of Directors is accountable to the members [not-for-profit corporations have “members”, not “shareholders”]. It is responsible for managing and supervising the activities and affairs of the corporation.”
A summary of the legal duties and responsibilities of a board member can be found on our blog, Exposures facing Directors and Officers of Non-Profit Organizations.
Ideally, before you attend your first board meeting, you will have attended an orientation session where you received your board binder and read its contents, which usually include:
- Bylaws (these are rules that govern the management of your organization; “read your bylaws” is the free advice from a lawyer in answer to a question that began “can we….?”)
- Board policy manual
- Audited financial statements, or financial statements prepared by an external accountant and most recent internally prepared financial statements
- Organization chart and contact information for other board and committee members
- Brief history of your organization together with your organization’s mission and vision statements
- Strategic plan (what are the organization’s goals and how these goals are going to be achieved)
No Cost Online Resources
The following resource materials are no cost online resources, from trustworthy sources, which may be of value to you in your role as a board member:
- “Road to Accountability Handbook” published by Charity Central with financial assistance from Canada Revenue Agency (CRA)While the target audience for this handbook is registered charities, its easy-to-read/ease-to-understand section on accountability and transparency apply to all corporations.CRA’s Charities Directorate offers a webpage Operating a Registered Charity with links to over a dozen topics such as a Basic Guidelines Checklist and Toolbox for Directors, Officers, and Volunteers
- The Canadian Institute of Chartered Accountants (CICA) offers a number of publications targeting not-for-profit board members, including Governance for Not-for-Profit Organizations: Questions for Directors to Ask and a series of “20 Question Style” publications:
20 Questions Directors of Not-for-Profit Organizations Should Ask about Board Recruitment , Development and Assessment
20 Questions Directors of Not-for-Profit Organizations Should Ask about Fiduciary Duty
20 Questions Directors of Not-for-profit Organizations Should Ask about Governance
20 Questions Directors of Not-for-Profit Organizations Should Ask about Human Resources
20 Questions Directors of Not-for-profit Organizations Should Ask about Risk
20 Questions Directors of Not-for-profit Organizations Should Ask about Strategy and Planning
20 Questions Directors Should Ask About Directors’ and Officers’ Liability Indemnification and Insurance (includes Not-for-Profit Organizations supplement)
CICA’s Not-For-Profit Directors Series homepage also includes short bulletins focusing on developing issues affecting the governance of not-for-profit organizations and booklets designed to “…both raise awareness and provide questions for directors to ask about leading-edge issues for not-for-profits.”
This fall they are hosting free meetings on Governance for Not-For-Profit Organizations; visit the preceding link for dates and locations.
The following are additional trustworthy, but not always free, sources of information for board members:
- Canadian Society of Association Executives (CSAE), with chapters in major Canadian cities, “…provides the environment, knowledge and resources its members [and non-members] need to develop excellence in not-for-profit leadership through education, networking, advocacy, information and research.”“The[ir] focus is to create member value and benefits that in turn contribute to creating a stronger society for Canadians.”
- Institute for Corporate Directors (ICD), with chapters in major Canadian cities, “…strives to lead and demonstrate the value of excellence in directorship and enlightens directors to anticipate, influence, and meet boardroom challenges.”In addition to lunchtime meetings, “ICD offers formal director education programs delivered nationally and short one-day courses designed by directors, for directors on topical governance issues affecting directors and boards.”
- American Society of Association Executives (ASAE) “helps associations and association professionals transform society through the power of collaboration.”
The above is provided for informational purposes only. It does not constitute legal or other professional advice, and you may not rely on it as such.