Structuring Your Non-Profit Board

Boards are rarely tested in ordinary weeks. They are tested during a grant audit, a leadership exit or an investigation, and by then the record is fixed.

Composition before personalities

Decide what the board needs to be capable of, then find people who supply it. A working board usually requires someone who can read financial statements without help, someone who understands the programme in practice, and someone with no operational stake at all. Appointments made the other way round, starting from availability and goodwill, produce a board that cannot challenge its own executive.

Conflicts are managed, not avoided

Overlap between board members and the organisation is common and not by itself improper. What matters is whether the overlap was disclosed, considered and recorded before the decision, rather than explained afterwards. Five controls carry most of the weight.

• A written register of interests, refreshed each year
• Declaration at the opening of every meeting
• Recusal recorded in the minutes, not assumed
• Approval thresholds for related-party dealings
• Annual review by someone outside the transaction

A conflict disclosed and minuted is governance. The same conflict discovered later is a finding.

Minutes are the record that outlives the board

Minutes exist to show that a decision was taken by the right people, with the information available at the time, and for reasons that were stated. They do not need to be long. They do need to record who was present, what was considered, who abstained, and what was resolved. Circulated late or approved loosely, they become the weakest document in the organisation.