By customizing your board to your organization’s needs, you can avoid common pitfalls and maximize support

When we relaunched The Appeal as a new nonprofit organization, we knew we legally needed a Board of Directors, but we were wary. We’d all had bad experiences with external boards that either abused or neglected their power, but we didn’t want the board to just be made up of staff because having the accountability and oversight of people we trusted felt important.

Logistically, it made sense to start out with a simple board made up of our leadership team—we didn’t have a lot of time to incorporate our organization and knew we wanted to take the time to build a Board of Directors with thought, intention, and team input. In the interim, we assembled an amazing Advisory Board that served as thought leaders and advisors for our first year.

After that first year, we were ready to bring on external board members to replace our leadership team. Here’s what we did:

Step 1: Establish the board’s role within your organization

Boards of directors are often given the unilateral authority to control an organization, but there is actually a lot more flexibility to determine a board’s responsibilities than you might think. As a worker-led newsroom, it was important for our staff to retain the power to participate in decisions that impact their work and their lives. There are some great resources out there from organizations like the Sustainable Economies Law Center and Resist to guide this sort of approach.

Start off by asking two key questions:

1. What board functions are important to support our team and our work?
2. What roles are most important on our board?

Based on input from our team, we determined that our board should function to:

• Offer support with fundraising and development.
• Help establish The Appeal as a model for worker-led newsrooms dedicated to collaborative decision-making and equitable organization building. 
• Grow a newsroom that serves as a counternarrative force to legacy media, which prioritizes coverage that supports an expansion of the U.S. criminal legal system.

We also determined that we would seek board members who fill the following roles:

• Communications — An evangelist who works with the team to expand our stature while ensuring programs, strategy, mission, and vision are aligned.
• Development — Collaborator of the development director to manage and build relationships with funders and other potential partners.
• Finance/Treasurer — Supporter of the staff budget & finance committee who provides guidance on and reviews the budget, reports, and large expenditures.
• Journalism — Supporter of the newsroom who ensures we produce mission-aligned journalism and maximize impact.
• Community — A leader who works with strategy and audience engagement staff to help collaborate with related organizations and impacted communities.
• Worker Governance — A leader who can provide feedback and guidance on equitable organization building and democratic decision-making.
• The Appeal Team Liaison — This seat is reserved for a member of The Appeal staff, who represents the views of staff and maintains a throughline between staff and the board. Importantly, they must be someone outside the leadership team.

Step 2: Determine the board’s powers

While board members are legally required to retain their fiduciary duties of care (pay attention to the organization’s activities and operations) and loyalty (act in the best interest of the organization), there is otherwise a lot of room to determine and delegate the board’s responsibilities.

First, it’s helpful to review a typical board’s powers and responsibilities, such as: 

• Vision setting
• Strategic development and planning 
• Policy setting for effective operations and planning
• Raising funds
• Financial planning
• Practices for legal and ethical integrity
• Hiring and firing 

Then, ask your team how they feel about this list and what they would change. We asked three key questions:

1. Which powers should the board delegate?
2. Which powers should the board not delegate?
3. Where the board has approval power, how should it incorporate staff recommendations?

Following a team discussion, we developed the board discussion matrix that exists in our bylaws and established these expectations for our board members:

• Support The Appeal’s development as a worker-led organization:
  • Provide approval on the annual budget.
  • Provide recommendations and advice on hiring leadership-level positions
  • Help navigate conflict of interest issues 
  • Provide timely feedback on strategic plans to ensure they are mission-aligned and designed for success

• Support fundraising:
  • Collaboratively establish and work towards a collective board fundraising goal
  • Make introductions to prospective funders—both individuals and organizations
  • Occasionally provide feedback on fundraising materials
  • Help us grow our fundraising network: share campaigns on social media, promote our work and mission in person and media appearances, leverage connections to cultivate new supporters and partners

• Adhere to principles of confidentiality and collaboration:
  • Information gathered, discussions held, and decisions made at board meetings, staff collective meetings, and ad hoc committee meetings are strictly confidential. This includes any and all editorial and operational work.
  • Establishing trust and maintaining a collaborative work environment involves representing The Appeal in a positive light that is not detrimental to our integrity or survival. 

Step 3: Figure out the nitty gritty

As unglamorous as they are, board logistics are important to figure out before you begin recruiting members. When it comes time to start building your board, you will likely want to focus on:

1. How many board members should we have?
2. How long should board members serve?
3. How often should board members meet?

The first question is important for you: In order to put together a recruitment list, you need a sense of how many people you envision on the board. What is the balance between putting too much pressure on a small group and inviting too much chaos from a big group? You might want to consider how many staff you have currently and expect to have over the next board term so there’s not a significant imbalance (i.e., way more board members than you’ll ever have on staff).

We ultimately decided on no less than seven and no more than 13 members, which gave us a lot of wiggle room to allow the board to evolve depending on The Appeal’s needs.

The second two questions are important to candidates: these are basic questions potential members will ask about what kind of commitment they might be making. 

When it came to board terms, we again wanted to leave room to reassess our needs at a later point. We decided on two-year terms but left the number of terms a board member could serve open-ended. On board meetings, we determined that the board would meet once a month for the first year and then quarterly after that. This gave us room to develop a rapport with our board members and time to figure out the best way to work with them.

Step 4: Decide who should be on your board and ask them

Once you’ve answered the big questions about how your Board of Directors will function within your newsroom’s structure, what members will bring to the table, and the powers they will hold, you can begin the exciting process of figuring out who you want to recruit to your board. 

We knew we wanted our Board of Advisors to transition to our Board of Directors, so we had an excellent starting point.

Using the board roles we established as a guide, we started with an open team brainstorm. 

It was important to us to make room for ideal candidates and not be constrained by who we thought would say yes—this helped us work through other factors, like who would show up, who would collaborate well with other members and our team (dynamics are very important to a functioning board!), and who would champion our work. It was also important to consider the diversity of identity, experience, and expertise we were looking for. 

From this “dream big list,” start whittling down the names using these sorts of factors and begin designing your dream board and your recruitment strategy.

When it came time to begin recruiting, we assembled everything we’ve shared here into a Board Overview document (basically, a job description) that we could share with potential members we were reaching out to. If someone on our team or Board of Advisors had a relationship with a candidate, they did the outreach. 

When you start reaching out, set aside time to chat with each person (maybe several times if needed), making sure to express your appreciation for their work and answer any questions they have. It’s a time-intensive process, but is invaluable in setting your news organization up for success.

Fortunately, everyone we asked said yes! In November 2022, we officially announced our inaugural Board of Directors. It’s important to note that we did not onboard the maximum number of board members we designated, leaving room to add people we felt brought critical skills later on. In September 2023, we added two more incredible advocates and allies to our board. 

Step 5: Onboard your board

With confirmed yeses, it’s time to return to logistics and figure out what you need for onboarding. This is not just a matter of what is legally required, but also a critical time to ensure everyone is on the same page about your organization and that candidates know what this commitment requires.

To make it easy for our members, we assembled one central Google Doc that served as an all-encompassing checklist (with hyperlinks!): 

TO READ

Overview

• ◻︎ Mission and values
• ◻︎ Concept note 

Governance

• ◻︎ The Appeal BOD Overview
• ◻︎ Overview of board roles 
• ◻︎ Conflict of interest policy
• ◻︎ Bylaws
• ◻︎ Organizational chart & decision-making framework 
• ◻︎ Social media policy

TO-DO

Deadline of X date

• ◻︎ Send Bio
• ◻︎ Send Headshot

Deadline of X date

• ◻︎ Sign Director’s agreement
• ◻︎ Sign Conflict of interest policy

Inevitably, you might need to do some chasing down to get everything you need from folks, but creating your own checklist of what you have received back from each member makes it easy to keep track of what is missing. 

Step 6: Engage!

After all the hard work you put into assembling the right board for your organization, you now get to start benefiting from their guidance and expertise. 

Board meetings go by quickly, so to make the most of your time together, here are a few things you can do to prepare:

• Review your organization’s bylaws to make sure you’re complying with requirements for board meetings (your organization probably has rules about how much notice to give your board members, what kind of minutes you need to take, and how your board votes occur). 

• Send an agenda ahead of time. This gives you a chance to think through priorities and gives board members a sense of what to prepare.

• Assign a notetaker. Whether it’s a board secretary or a co-director, make sure someone is responsible for taking legally required minutes.

It may take a while to figure out how to make the most of meetings and engage your board in a productive and helpful way. Give yourself and your board time to get to know each other and grow together.

We would be remiss not to express our gratitude to the folks who serve on our board of directors. Despite having full-time jobs, packed calendars, and busy lives, they show up for us in so many ways, lending their time, insight, guidance, and support. Our organization is stronger because of, not in spite of, our Board of Directors. 

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Cite this article

Greene, Molly; Chan, Tara Francis (2024, February 28). How to build a board of directors that actually helps. Reynolds Journalism Institute. Retrieved from: https://rjionline.org/news/how-to-build-a-board-of-directors-that-actually-helps/