Nonprofit 411: 15 Governance Best Practices for Nonprofit Boards

By Greg Rogers, Senior Audit Manager at Kevin P. Martin & Associates, P.C.

Individuals choose to get involved with nonprofit boards for a variety of reasons such as a passion for a charity’s mission, a desire to give back, a commitment to enhance one’s experience, or a pursuit of new business opportunities. Whatever the reason, those individuals frequently do not fully understand their fiduciary responsibilities when they volunteer to serve on a nonprofit board.

Nonprofit board members play a vital role in the philanthropic landscape of society – they are tasked with a duty of care and a duty of loyalty as stewards of funds raised for public benefit. Boards must exercise prudent decision-making and do what is best for the organization to preserve the integrity of the nonprofit. To this end, every nonprofit board should consider these 15 governance best practices:

  1. Boards should meet at least three times per year with no more than one of those meetings held via conference call (if board members’ locations allow).
  2. Every board should have a minimum of five voting members. Ideally, no more than one voting board member should be compensated.
  3. Term limits should be set to promote board member engagement and board effectiveness.
  4. All boards should establish a nominating committee charged with recruiting directors that are diverse and passionately committed to serving the charity’s mission.
  5. Boards should establish an audit committee tasked with hiring a CPA firm and communicating with its CPA firm on an ongoing basis to ensure all financial reporting matters warranting concern are address in a timely manner.
  6. Boards should regularly evaluate the performance of the executive director and set his/her compensation annually through an objective analysis.
  7. Board members should attend board meetings and meetings of subcommittees they sit on to ensure they can make informed decisions about all matters requiring board votes.
  8. All board members should disclose conflicts of interest at least annually. Boards should verify that conflicts of interest between the charity and a board member or a member of management are not material.
  9. Boards should ensure an orientation process is in place for new directors.
  10. Board members should work with management to ensure adequate internal controls over financial reporting are in place, including a segregation of duties to promote accurate financial reporting and mitigate fraud risk.
  11. Nonprofit boards should approve the organization’s budget prior to the beginning of the fiscal year and continuously monitor budget versus actual results throughout the year.
  12. Nonprofit boards should approve the annual audit, including the financial statements and any other reports discussing internal control matters or comments for management consideration.
  13. Nonprofit boards should ensure the IRS Form 990 is reviewed and approved by the full board.
  14. Nonprofit boards should ensure all governance policies recommended by the IRS are formally adopted by the board.
  15. Boards should take measures to minimize the personal liability of directors in the event of organizational insolvency.