So, you’ve got a mission, and you’re ready to institutionalize that work by becoming a nonprofit organization. Before you file your articles of incorporation, you’re going to need to select members of your initial board of directors—sometimes called trustees.
I say “select” because, at this stage, you’re not yet a nonprofit corporation, so you don’t need to concern yourself with formalities like board officer elections. Technically speaking, you don’t even need to hold your first meeting of the board until you’ve been incorporated. It’s at that meeting that the board will vote to approve bylaws and officers.
But for now, who will comprise the initial board of directors is entirely up to the incorporator (that’s you!). Ideally your board officers will remain the same before and after your first meeting—so above all else, you need to start by identifying folks in your orbit who are equally committed to, and energized by, your mission and vision.
Before going any further, you should double check the requirements for nonprofit boards in your state. This will give you a sense of the minimum number of initial directors you’ll need, as well as any other mandated qualifications (a few states have residency or age requirements).
What do nonprofit boards do?
Once you’ve scratched out a list of candidates for your board, you’ll be narrowing your pool based on what folks bring to the table. Which raises the question, what is a nonprofit board actually responsible for? Here’s how the National Council of Nonprofits sums it up:
"Board members are the fiduciaries who steer the organization towards a sustainable future by adopting sound, ethical, and legal governance and financial management policies, as well as by making sure the nonprofit has adequate resources to advance its mission."
A “fiduciary” is someone who holds a legal and ethical relationship of trust with an organization — hence why board members may be called “trustees” rather than “directors.” This is the actual substance of your board’s role. Your fiduciaries will have three primary age-old legal duties:
- Duty of Care: Refers to tasks like approving responsible budgets, hiring executive directors (should the need arise) and setting their compensation, and ensuring prudent use of other material and immaterial assets
- Duty of Loyalty: They’re there to ensure that your team’s work continues to be in the best interest of the nonprofit and its mission. They’re also there to adopt and oversee key policies necessary to receive and protect your tax-exempt status (e.g. a conflict of interest policy)
- Duty of Obedience: Lastly, they’re responsible for ensuring that your nonprofit obeys relevant laws and regulations, adheres to its own bylaws, and avoids undo mission drift
In reality, strong board members will also serve many other valuable auxiliary roles. They may offer high-level strategic guidance on important program decisions, extend your reach by serving as connectors and advocates for your nonprofit within their own communities—and, ideally, they will even serve as fundraisers.
We’ll cover a couple of those key nonprofit governance policies in a later post. Suffice it to say, you don’t need to get those drafted until your first board meeting, which doesn’t need to occur until incorporation, and you’ll have ample boilerplate language to borrow from before then.
For now, you just need to figure out who you want to have at that first meeting, and then reach out to make sure that they are up for it!
What to look for in potential board members
First, it’s recommended that your founder or CEO sit on the nonprofit’s board themselves (as a non-voting member).
Next, while it may be tempting to tap close friends and family members for your starting board, this can lead to complications down the road—particularly around managing conflict of interest. That’s why many states restrict the number of family members who can sit on a nonprofit board. Moreover, focusing only on family and friends may also mean passing over opportunities to loop in folks whose skills or experience might amplify the strength of your team and its programs.
So, what should you look for in your list of potential nonprofit board members? We asked our CEO, Lea Endres, who’s helped found nonprofits like Green for All, and served on various nonprofit boards, including The Dream Corps and Isidore Electronics Recycling (now Homeboy Recycling). Her response:
"Selecting board members is always important, but it's especially so when you're starting out. Your founding board members will play a significant role, not just with you, but with your entire organization. Pick people who see the vision you're painting, who want to support you in making it real, and who will roll up their sleeves alongside you and your team to help with whatever you might need in those first few irreplaceable—and incredible—years."
Making the ask
Once you’ve identified your short list of potential board members, it’s time to reach out.
It’s worth first considering the messenger. While it’s often the founder handling that outreach, if the desired director is outside your own network, you may want to find a mutual acquaintance who can either make a warm introduction or—if you have a strong relationship with that mutual contact—you might even entrust them to deliver the initial ask on your behalf.
After all, the vast majority of board members for charitable nonprofits serve voluntarily, without compensation. And while most states require nonprofit boards to meet at least once annually, this is rarely sufficient to fulfill their various duties. All to say, it’s not an insignificant ask to make of someone, and one best not delivered cold. Keep it warm and personal.
Disclaimer: The information included on this page and on related pages is for general informational purposes only, and is not intended to be relied on as legal or tax advice or opinion. Every situation is unique and NationBuilder does not recommend acting on information obtained from this page and related pages without consulting legal or tax professionals.