This is the sixth in a series of posts on effective Board of Directors work (or Board of Trustees, Council, etc.) Some of these posts will be primarily for those new to board work while others will be for those who are trying to improve and professionalize the quality of the work of their organization's board. If you’d like to receive them in your inbox as they are published, sign up at the end of this post.
My last blog post focused on effective on-boarding of newcomers to your board or council. One of the best ways to help new board members start off strong is by providing them with a central place to find the basic information they will want and need. Historically, these have been printed board handbooks, but over the past decade or more, they have largely migrated to a digital format that is easily accessible to all current board members through a password protected website or board governance platform. Whether housed in a 3-ring binder or stored in the cloud, the core contents are the same.
In addition to the board handbook being helpful for newcomers, even long-time board members and key staff will find this set of documents to be a handy reference throughout the life of their service.
Board handbooks are as unique as the organizations they serve. There are some items that are only appropriate for public companies, others for any for-profit company and some that are for not-for-profit organizations only. I have put together a sample Board Handbook outline below. While most organizations will probably find that almost everything in this outline is appropriate, there will undoubtedly be some deletions and additions, based on your organization’s unique needs.
A Sample Board Book Outline:
Introduction:
- Table of Contents
- Welcome letter(s) from the Board Chair and/or CEO
The basic roles and responsibilities of our Board:
- Determine the organization’s mission and purpose
- Selection of the CEO
- Regular review and support of the CEO
- Ensure effective strategic planning and implementation of those plans
- Provide budget approval and financial oversight
- Fundraising (for not-for-profit boards)
- Ensure legal and ethical integrity
- Monitor organizational risks
- Advocate for the organization, as requested
- Recruit new board members, as requested
- Assess the board’s performance with a goal of continuous improvement
People:
- Contact information for all board members
- Board member bios with photos
- Contact information for key staff
- Key staff bios and photos
- Organization chart
- StrengthsFinder or Myers-Briggs profiles for each board & key staff member, if you use tools such as this for board development
Board structure:
- Board meeting survey form
- Board org chart (officers, committees, etc.)
- Terms of current board members
- Information regarding board and officer elections and re-elections
- Board member self-review form
- Board ethics policy and/or covenant
- Expectations for financial giving (if any, for not-for-profit organizations)
- Information regarding any regulatory testing requirements for board members (if appropriate)
- A copy of the Directors & Officers insurance policy
Board meetings:
- Future board meeting dates (at least 1 year and if possible 2 to 3 years out is ideal. These are busy people and you want them to put these dates on their calendars ASAP to prioritize your organization’s work)
- Preparation expected for board meetings
- Board travel policies & procedures for expense reimbursement
- Board meeting attendance policy
- Meeting practices (a brief description of your board culture and expectations such as “we start on time;” “Generally all board materials are posted at least 1 week in advance of meetings and all board members are assumed to have thoroughly reviewed all board meeting materials prior to the meeting;” “everyone is encouraged to actively engage by asking questions, raising concerns and offering ideas;” etc.)
- Post-board meeting survey form
Current Reference Materials:
- Mission and/or Vision statements
- Strategic plan
- Current year budget
- Last completed audit
- Last completed IRS Form 990 (for not-for-profit organizations)
- Recent investor report(s) and analyses (if pertinent)
- Most recent report to analysts (for public companies)
- Current year goals
Governance Documents:
- Articles of incorporation
- Bylaws
- IRS letter granting 501c3 status for not-for-profit organizations
- Specific industry or regulatory documents that may be helpful
Policies & Procedures:
- Guidelines for Recruiting, Orienting, Informing and Removing Board Members
- Guidelines for Evaluation of the Chief Executive Officer
- Code of ethics and/or board covenant
- Expectations regarding responding to external queries regarding the organization or work of the board
- Non-compete policy
- Diversity, Equity and Inclusion policy
- Document retention policy
- A copy of the D&O insurance policy
Our company/market/industry:
- Glossary of terms and acronyms
- List of industry associations
- List of industry websites, newsletters, magazines, etc. that may be helpful for someone new to peruse
This board handbook outline may seem daunting at first glance. But, even for very small companies or not-for-profit organizations, you probably already have some of these items in file folders or scanned; they simply need to be pulled together, organized and shared. Start small and develop a plan to build a comprehensive board handbook over the coming months.
Like any collection of information, some of the contents in your organization’s board handbook will need to be updated more frequently than others. It is important to determine not only when each section needs to be updated, but who has responsibility to do so.
One last note, it may be prudent to have your legal advisor review your board handbook before you launch it just to make certain that there isn’t anything included that he or she would advise you against distributing in this format.
Beth A. Lewis
© Getting2Transformation 2019