1) What the Board Is (and Isn’t)

The board governs; management operates.

• Board: sets mission & strategy, hires/evaluates the chief executive, approves budgets, manages risk, ensures compliance, measures outcomes, and represents stakeholders.

• Management: runs programs, hires staff, executes plans, manages day-to-day decisions.

The Three Legal Duties—What They Look Like in Practice

1. Duty of Care — act as a prudent person would.

   • Read the board pack before meetings; ask for clarifications early.

   • Use dashboards, not anecdotes; ask “what could make this forecast wrong?”

   • Request external advice (legal, audit) where stakes are high.

2. Duty of Loyalty — put the nonprofit first.

   • Maintain a current conflicts register; declare and recuse when necessary.

   • Avoid self-dealing; competitive procurements for material contracts.

   • Keep confidences: donor lists, client data, pricing, strategy.

3. Duty of Obedience — follow the mission and rules.

   • Comply with laws, regulator guidance, bylaws/constitution, grant conditions.

   • Approve and periodically review key policies (safeguarding, privacy, finance).

   • Ensure the organisation’s activities align with its charitable purpose.
     
     

Decision Rights: A Simple “Who Decides What” Map

Use this to keep governance and operations clean.

• Board approves: mission/strategy, annual budget, risk appetite, CEO hire/fire/comp, major capital commitments, reserves policy, new entities/mergers, whistleblowing and safeguarding policies.

• Board reviews/monitors: financial results & forecasts, risk register, program impact KPIs, audit reports, compliance certifications, CEO performance.

• CEO decides (within delegations): org structure, hiring/firing staff, vendor selection, program execution, marketing plans, day-to-day spending within budget, incident response (with reporting to board as required).

• Committees recommend: audit/finance (statements, audit findings), governance/nominations (board composition, policies), risk/safeguarding, fundraising/development. The board still owns the final decision.

Tip: capture this formally in a Delegations of Authority policy and a one-page Decision Rights (RACI) matrix.

Working Boards vs. Governing Boards

• Working Board (very small/early-stage): directors may roll up sleeves—running events, drafting grants, bookkeeping. This is okay temporarily but still separate oversight: a director doing work should not approve their own work; the chair/treasurer should monitor controls.

• Governing Board (mature org): directors focus on direction and oversight; staff handle operations. If directors keep “fixing” operations in meetings, it’s a signal to strengthen management capacity or clarify delegations.

Transition cues from working → governing board:

• Recurring agenda adds strategy blocks, risk, and outcomes.

• CEO role clarified; committee charters formalised.

• Directors shift from task execution to introductions, mentoring, and oversight.

2) Role Clarity: Who Does What

• Chair, Secretary, Treasurer. The Chair sets tone and tempo: partners with the CEO/ED to shape agendas, prioritises strategy over operations, facilitates balanced debate, and ensures decisions, owners, and dates are captured. The Secretary is the records anchor—accurate minutes, decision/action registers, conflicts/interest register, policy review calendar, and filings—so the board’s memory and compliance don’t drift. The Treasurer leads financial stewardship: helps the board understand budgets, cash runway, reserves, restricted vs. unrestricted funds, audit findings, and risk; they translate numbers into clear choices.

  
  

  
  

  Directors and Committees. Directors bring independent judgment, prepare diligently, disclose conflicts, and focus on outcomes and risk—not micromanagement. They contribute domain expertise, warm introductions, and committee work.

  
  

• Committees (Audit/Finance, Risk, Governance/Nominations, Fundraising/Development) do deep work and recommend; authority only exists where the board has explicitly delegated it (and within limits). A simple decision-rights and delegations matrix keeps lanes clear.

  
  

  CEO/ED and Chair–CEO boundaries. The CEO/ED is the board’s single direct report, accountable for delivery within approved strategy, budget, and policies. They decide org structure, hire/manage staff, select vendors, and run programs, escalating material risks and decisions per delegations. The Chair–CEO relationship is candid and rhythmic (regular 1:1s, agreed KPIs, in-camera director time without the CEO when needed). When directors feel tempted to “fix operations,” the remedy is better reporting, clearer KPIs, or targeted capacity—not boardroom tasking.

3) What Great Directors Actually Do

Prepare with purpose (not just “read the pack”). Skim for signals first (CEO memo, finance dashboard, risk heatmap), then dive into variances, assumptions, and decisions required. Send questions 48–72 hours in advance so management can answer in-writing and the board can use meeting time for decisions, not discovery.

Ask decision-making questions. Favor forward-looking prompts:

• “What must be true for this plan to work—and how will we know early if it isn’t?”

• “What are the top two alternatives we rejected and why?”

• “If revenue misses by 15%, which expenditures flex first?”

• “What’s the single riskiest assumption in this program, and what is our test?”

Keep the lens on strategy, outcomes, and risk. Anchor debate to the mission and 12–24 month priorities. Translate reports into action: convert “information” items to a decision or a delegated next step; log every motion with an owner, due date, and success metric.

Strengthen the CEO and the organisation. Agree on crisp KPIs and a limited number of “must-win” goals; hold regular Chair–CEO check-ins; use in-camera sessions judiciously. When something looks operational, ask for the measure and guardrail instead of prescribing the fix.

Make finance accessible and predictive. Track cash runway, restricted vs. unrestricted funds, and 90-day forecast. Ask: “What would change our mind about this forecast?”, “Where’s concentration risk (donor, grant, program)?” Push for one-page explanations of variances and leading indicators, not just historicals.

Treat risk as a standing agenda, not an annual ritual. Expect a living risk register with owners, mitigations, and trend arrows. Probe culture and safeguarding risks as seriously as financial ones. Request pre-mortems for major initiatives and incident post-mortems with clear learnings.

Guard integrity and independence. Keep an up-to-date conflicts register; proactively recuse; protect confidentiality. Great directors name the elephant in the room early and respectfully.

Build the board you’d want to inherit. Support a skills matrix, succession plans for key officers, periodic self-assessments, and targeted recruitment (e.g., finance, lived experience, digital, fundraising). Rotate committee assignments to avoid key-person risk.

Advocate and unlock resources. Offer warm introductions (funders, partners, pro-bono experts), attend key events, and amplify the mission. If there’s a “give or get” expectation, meet it.

Practice meeting hygiene. Time-box items, use consent agendas, and keep a live decision & action register visible. Close with a two-minute retro: “What worked? What to change next time?”

Adopt a simple personal cadence.

• Monthly: review dashboard + cash forecast; send any clarifying questions.

• Quarterly: meet stakeholders (program lead, major donor); read one sector report.

• Annually: participate in strategy day, CEO evaluation, board self-assessment, and policy reviews.

These habits keep directors out of the weeds, focused on impact, and reliably turning meetings into momentum.

4) Time & Participation: What to Expect

Baseline cadence & hours. Most nonprofits run 6–10 board meetings/year (60–120 minutes each) plus one strategy day. Expect 1–3 hours of prep per meeting (more for budget/audit). Committee work adds 1–2 hours/month. Across a year, plan for 45–90 hours total—higher for officers (Chair/Treasurer may add 30–60 hours).

Spikes in workload (predictable crunch points).

• Budget season (Nov–Feb): extra reviews, scenario testing, reserves discussion.

• Audit & annual report (post-FY): audit committee meetings, management letter, approvals.

• AGM/governance cycle: director elections/renewals, policy refresh, regulator filings.

• Major events/funding rounds: short, focused ad-hoc meetings for approvals and risk.

Committees & officer roles. Joining one committee is typical (Audit/Finance, Risk, Governance/Nominations, Development/Fundraising, Programs). Committees meet bi-monthly or quarterly with occasional interim reviews. Officers (Chair, Secretary, Treasurer) have standing 1:1 rhythms with the CEO/ED and more document work (agendas, minutes, board packs, cash/forecast reviews).

Hybrid/remote expectations. Most boards are now hybrid: cameras on, papers read, mics disciplined, and a single live decision/action register visible. Directors are expected to submit questions 48–72 hours pre-meeting so time is used for decisions, not discovery. Keep notifications sensible but respond to urgent board/CEO notes within 24–48 hours.

Outside-the-meeting participation.

• Stakeholder touchpoints: occasional donor meetings, program visits, partner intros.

• Advocacy & events: attend 1–2 key events/year; amplify the mission appropriately.

• Fundraising norms: some boards have “give or get” expectations—clarify the amount or the nature of introductions before joining.

Term length & refresh. Typical terms are 2–3 years, renewable once or twice. Expect a light annual self-assessment, skills-matrix review, and periodic training (safeguarding, privacy, financial literacy, culture).

Sample Annual Governance Calendar (adapt to your FY)

• Q1: Strategy refresh checkpoint; risk appetite review; committee charters confirmed.

• Q2: Mid-year impact & finance review; talent/succession discussion; policy tune-ups.

• Q3: Budget scenarios; fundraising pipeline review; reserves and cash runway test.

• Q4: Approve budget; audit sign-off; annual report & AGM; board self-assessment.

Quick personal checklist

• I can reliably attend ≥80–90% of meetings and arrive prepared.

• I’ve committed to one committee and its cadence.

• I’ve blocked time for budget/audit crunch and the strategy day.

• I’m clear on any give-or-get expectation and how I’ll meet it.

• I understand response-time norms and my duties in an urgent ad-hoc meeting.

Set these expectations early and you’ll avoid the two biggest board frustrations—surprises and drift—while keeping the workload sustainable and predictable.

5) Financial Stewardship (without the jargon)

You don’t need to be an accountant, but you must understand the basics:

• Budget vs. Actuals: are revenues on track? which expenses are driving variance?

• Cash Flow: do we have months of runway? any upcoming pinch points (grants in arrears, seasonal donations)?

• Reserves: do we have a target (e.g., 3–6 months of operating costs)?

• Restricted vs. Unrestricted Funds: can we actually spend the money where it’s needed?

• Risk: top 5 risks, mitigations, and early-warning indicators (e.g., a monthly risk heatmap).

Questions to ask:

• “What would change our mind about this forecast?”

• “What single risk could most damage service delivery?”

• “If a key grant falls through, what’s our Plan B?”

6) Strategy & Impact: Keep the Mission Front and Centre

• Mission → Strategy → Metrics: every agenda should connect actions to mission outcomes.

• Program impact: what outcome indicators are we tracking (not just outputs)?

• Stakeholder view: what are clients, funders, and partners saying?

• Learning loops: what did we learn last quarter, and how did we adapt?

7) The Relationship with the CEO/ED

• Clarity: a single line of accountability from board to CEO/ED.

• Boundaries: directors support but don’t direct staff. Urgent concerns go to the Chair.

• Performance: set annual goals/KPIs, run a fair evaluation, provide development and succession planning.

8) Ethics, Conflicts & Confidentiality

• Conflicts Register: disclose roles, relationships, and interests at appointment and update each meeting.

• Recusal: step out of discussions where conflicted.

• Confidentiality: board packs, pricing, client stories—treat them as sensitive.

• Gifts & Hospitality: follow policy; when in doubt, document.

9) How to be Effective from Day One (90-Day Plan)

Days 0–30 (Onboard):

• Read the constitution/bylaws, strategic plan, last two board packs, budget, and risk register.

• Meet the Chair and CEO/ED; understand current priorities and landmines.

• Join one committee aligned to your strengths.

Days 31–60 (Contribute):

• Prepare a short “value map” of where you’ll help (e.g., finance review, partnerships, digital).

• Shadow a program or speak with front-line staff (with CEO’s guidance).

• Offer one tangible improvement (e.g., agenda time-boxing, decision log).

Days 61–90 (Lift the Board):

• Propose a board self-assessment or a skills matrix refresh.

• Help craft 2–3 board-level KPIs tied to impact and risk.

• Introduce one warm prospect (funder, partner, pro bono expert), if appropriate.

10) The Meeting Itself: A Simple, High-Impact Agenda

Sample 90-Minute Agenda

1. Opening & Conflicts (5 min) – confirm quorum, note conflicts.

2. Consent Agenda (5 min) – approve minutes & routine papers.

3. CEO Report (15 min) – highlights, lowlights, decisions needed.

4. Finance Snapshot (15 min) – budget vs actuals, cash, forecast.

5. Strategy Focus (30 min) – one big topic (e.g., growth, partnerships, program evidence).

6. Risk & Safeguarding (10 min) – top risks & mitigations, any incidents.

7. Decisions & Actions Review (10 min) – who will do what by when.

8. In-Camera (if needed, 5–10 min) – directors only.

Rituals that help:

• Papers out 5–7 days before.

• Time-boxed items; pre-reads assume read.

• A running decision & action register.

• Close with “what worked / what to improve” for the next meeting.

11) Board Pack Essentials (What to Expect)

• Cover memo: key decisions required, context, and risks.

• CEO update: progress to plan, people, fundraising, partnerships.

• Finance pack: summary dashboard + notes on variances.

• Risk register: top items and trend.

• Program/impact: selected metrics & client stories (anonymised).

• Minutes & registers: actions, decisions, conflicts.

12) Common Pitfalls (and How to Avoid Them)

• Operational creep: if you’re debating vendor invoices, you’ve drifted—reset to strategy and outcomes.

• Late papers & long meetings: enforce deadlines and time boxes.

• Unclear decisions: record motions, votes, and owners with due dates.

• Silent boardroom: invite quieter voices first; use round-robins for big calls.

• Finance fog: insist on plain-English dashboards and trend lines, not just tables.

13) Personal Checklist for Every Meeting

• I read the pack and flagged my questions in advance.

• I understand the cash position and the 90-day forecast.

• I can explain—in one sentence—how today’s decisions support the mission.

• I’ve declared any conflicts for this agenda.

• I’ve captured a follow-up I owe to the CEO/Chair.

14) FAQ

How much time will this take?
Expect 3–6 hours/month on average, more during budget and audit cycles.

Do I need to donate?
Many boards expect directors to contribute or to “open doors.” Clarify expectations before accepting.

What happens if I disagree with a decision?
Voice your view, request it be minuted if appropriate, and support the final board decision publicly.

Can I speak to staff directly?
Generally through the CEO/Chair, unless a policy or investigation requires otherwise.

15) Final Thought

Great boards keep the mission sharp, the money honest, the risks visible, and the CEO supported. If you prepare well, ask good questions, and keep your eyes on outcomes, you’ll make a real difference.