1. Why you?

You should understand why you are being considered by the organization. If because of your expertise, which expertise? Likewise, you should know if you are being considered because you represent a certain gender, age or geography. If because of another organization or constituency that you represent, what happens if you cease being a representative of that organization or part of that constituency, and what is expected of that organization? Remember, unless the governing documents expressly provide otherwise, as a board member of an organization you are to act in the best interest of that organization and not any other organization or constituency that you represent.

2. What is the organization’s mission?

Your legal duty as a board member will be to act in the best interests of those served by that mission. For this reason, you should make sure that the mission does not conflict with any of your personal interests (or interests of any other organization or constituency that you may represent). Identify any potential conflicts of interest prior to joining a board.

3. What financial commitment is expected of you?

Determine whether board members are required to contribute annually to the organization and, if so, what is the expected level of contribution for you. Can you satisfy any required or expected contributions by soliciting or arranging for contributions from others? If you are being considered because you represent a certain organization or constituency, are contributions expected of that organization or constituency?

4. What other expectations are there of you?

Discuss with the executive director and, if a different person, the board chair any other expectations of you, including:

* Frequency, typical duration, dates and location of meetings;
* Expected availability of board members between meetings;
* Length of your term as well as any term limits, mandatory retirement age, and other limits on a board member’s continuing involvement, including any mandatory terminations for failure to attend meeting;
* Any meeting, travel and meal expenses you will be expected to absorb or contribute; and
* Any continuing education required of board members.

5. Are there board vacancies?

Determine whether there are any vacancies on the board, and if so, inquire why. Also, determine the remaining term of other board members. Will you have other board members who can mentor you?

6. What are the views of management?

Discuss the organization’s prospects with the executive director, financial officer, and other managers of the organization. Do you feel they are reliable and competent? Do you feel a good chemistry with them? Also, inquire as to their views of the strengths and weaknesses of the existing board.

7. What are the perceptions of other board members?

Discuss with other independent board members their perceptions of the organization, the experience and competency of management, and the conduct of board meetings, preparation for meeting, especially the materials distributed (and whether in advance), and normal attendance at meetings. Also, inquire as to their view of the strengths and weaknesses of the existing board.

8. What committee assignments will you fill?

Determine the committee assignments that you are likely to be asked fill. Do you believe you have the requisite competency in the matters handled by such committee?

9. Do you understand the unique tax law impacting non-profit organizations?

It is important to understand the requirement to avoid Intermediate Sanctions under the Internal Revenue Code on excess benefit transactions. Managers, including board members, are subject to financial penalties in the form of an excise tax for their approval of transactions resulting in an excess benefit to management or other persons of influence known as “disqualified persons.”

10. What protections are available to the organization’s board members?

You should confirm the extent that board members of the organization will be entitled to protection of laws limiting liability of volunteers under federal and any applicable state law as well as to the protections of a business Judgment rule and of statutory indemnification under state law. More importantly, you should determine the extent that the organization’s board members will be protected by

* Contractual Indemnification; and
* D&O Insurance Policies

The most important of these protections is likely volunteer protection. Typically, you lose volunteer protection if you are paid other than reimbursement of out-of-pocket expenses or you are enriched through a conflicting relationship.

11. What’s in the organization’s Form 990 and governing documents?

The Form 990 provides detailed financial information and governance information about the organization. If the organization has not filed a Form 990, ask to review the most recent annual financial statements, including any audit report. Review the liquidity of the organization’s assets and the extent of its surplus to determine whether they are adequate and meet the organization’s obligations, including obligations for indemnification of board members, as they become due. Review the sources of the organization’s revenues. Are the sources public or private? Is the organization dependent upon a limited number of revenue sources? Other documents that you should review are the organization’s governing documents, including articles or the certificate of incorporation, constitution, bylaws or regulations as well as any board policies or guidelines, especially those regarding conflicts of interest and statements of mission. Also, check the organization’s website, if it has one. Is it informative?

12. Can you tour of the organization’s operations?

“Seeing is believing.” Visit the organization and tour its operations. Do the operations reflect the organization’s mission? Are the operations what you want your name associated?

Finally, in the case of doubt, consider alternatives before becoming a board member such as volunteering for an activity, becoming a member of an advisory group or attending functions of the organization.

Although the purpose of these questions is to identify any risks that you may want to avoid, but they also will make you a more effective board member if you are comfortable with the risks. Nonprofit organizations will help their recruitment and retention of effective board members if the organizations help board candidates in finding
John P. Beavers

John P. Beavers
Kevin M. Kinross

Kevin M. Kinross
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