Principle 15

The board should establish an effective, systematic process for educating and communicating with board members to ensure they are aware of their legal and ethical responsibilities, are knowledgeable about the programs and activities of the organization, and can carry out their oversight functions effectively.

Regardless of their prior board experience or training, every board member should receive a copy of the organization’s governing instruments with an orientation to the organization’s governing policies and practices, finances, and program activities. Every member should be made aware of the broad oversight responsibilities of the board and of the specific legal and ethical responsibilities of individual members. The board should establish and include in the orientation process clear guidelines for the duties and responsibilities of each member, including meeting attendance, preparation and participation; committee charters and assignments; and the kinds of expertise board members are expected to have or develop in order to provide effective governance. Every member should receive information and training in any specific protocols the board follows for conducting meetings, such as Robert’s Rules of Orders. The board should establish and approve charters for each of its standing committees. These should outline the responsibilities, length of service, and authority granted to the committee. The board should also clearly communicate the duties and authority of any ad hoc committees or other convening vehicles they appoint to provide advice or reach decisions o organizational matters, although a full charter may not be necessary for these entities.

Members should be made aware of the need for their active preparation and participation in board meetings and their personal liability for the board’s actions — or for its failure to take action — and of the protections available to them. Charitable organizations, if needed and funds permit, should provide opportunities for board members to obtain special training or advice on legal and financial issues and responsibilities. It is also advisable for an attorney or insurance expert who is knowledgeable about board liability to explain the legal protections available to board members, as well as the options for insurance.

The ongoing process of board education includes ensuring that members have received and reviewed sufficient information on the issues to be addressed at each board meeting. Agendas and background materials should be distributed far enough in advance of all board meetings so that all members can reasonably be expected to read and consider the issues prior to attending the meeting.