The Nonprofit FAQ

What to do when the board gets too involved?

MEL quotes a quandry:

I am working with a nonprofit whose board has taken control, seeing
problems where none exist and attempting to manage the organization
rather than set policy. I am making recommendations regarding bylaws,
but those alone will not stop these people.

I have also recommended to the executive director that she find projects
for board members -- such as a newsletter or fundraising -- and most
importantly that she get an outside consultant to do board training on
their role.

And then quotes further in reply from a Board Member Code of Ethics
based on the following text used by Dan Cain and the Cain Consulting
Group of Hawarden, Iowa. (Note: In the original posting, MEL said, "This
is not my creation. I would like to give credit but I don't know the
source." A copy of the source was subsequently sent to me and I have
replaced the incomplete version with the text as provided by the Cain
Consulting Group. It it presented here with their permission. -Ed.)

A Code of Ethics for Board Members

As a member of the board I will:

listen carefully to my teammates, and the constituents I serve.
respect the opinions of my fellow board members.
respect and support the majority decisions of the board.
recognize that all authority is vested in the board when it meets in
legal session and not in individual board members.
keep well-informed of developments that are relevant to issues that
may come before the board.
participate actively in board meetings and actions.
call to the attention of the board any issues I believe will have an
adverse effect on the agency or our constituents.
attempt to interpret the needs of constituents to the agency and the
action of the agency to its constituents.
refer constituent or staff complaints to the proper level on the chain
of command.
recognize that the board member's job is to ensure that the agency is
well managed, not to manage the agency.
vote to hire the best possible person to manage the agency.
represent all constituents of the agency and not a particular
geographic area or special interest groups.
consider myself a "trustee" of the agency and do my best to ensure
that the agency is well maintained, financially secure, growing, and
always operating on the best interests of constituents.
always work to learn more about the board member's job and how to do
the job better.
declare any conflicts of interest between my personal life and my
position on the agency board, and avoid voting on issues that appear to
be a conflict of interest.

As a member of the board I will not:

be critical, in or outside of the board meeting, of fellow board
members or their opinions.
use the agency or any part of the organization for my personal
advantage or the personal advantage of my friends or relatives.
discuss the confidential proceedings of the board outside the board
meeting.
promise prior to a meeting how I will vote on any issue in the
meeting.
interfere with the duties of the administrator or undermine the
administrator's authority.