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The Board Series: Guiding Documents

Updated: Oct 6, 2023

Before you can effectively implement a grant-seeking strategy, your board must follow particular guidelines and have the proper guiding documents as mandated by most foundation, federal, and corporate grant requirements. But where do you start? For the next 3 weeks, I will be writing on the roles, importance, and needed documents for a board of directors to help you better organize your nonprofit and fundraising strategy. Without further adieu, here is part one of The Board Series: Guiding Documents.


One of the initial steps of beginning and establishing a nonprofit is putting together a board of directors. Board of directors are the legally liable fiduciaries of the organization, providing oversight, executive director management, and strategic planning and direction. As a best practice, a board of directors should have various governing documents reviewed on an annual basis to ensure their applicability and relevance. In order to build a solid organizational foundation, your board should adopt or develop, then regularly review the following documents:

Formal, written bylaws: In most states, formal written bylaws must be submitted to the Secretary of State when registering as a fundraising charity, but not in Oklahoma. So, if your organization used a template to create bylaws for the initial 501(c)(3) filing with the IRS, make sure they are reviewed and updated regularly to reflect the activities the organization, board, and executive director are doing regularly. Bylaws should include the following information: the name and purpose of the organization, indemnification, conflict of interest, committee and officer duties, and membership and membership meeting guidelines, if applicable. Bylaws should also have an extensive section on board of director information, including the number of board members, their powers and duties, meeting requirements, and removal. An excellent sample bylaw outline can be found on the Board Effect. If your organization is filing for charity status with the state of Oklahoma for the first time, visit the Oklahoma Secretary of State website to see the complete list of documents required to register your 501(c)(3) properly.

Whistle-blower policy: A whistle-blower policy allows someone (a staff person or board member) to report an illegal or inappropriate activity without fear of retaliation. The whistle-blower is not the investigator and the policy details who investigates and the investigative process. A whistle-blower policy is necessary so that if a staff person or board member notices something is wrong—say the development director notices there are expenses for materials that were never applicable to or needed for the last few events and suspects embezzlement—there is a policy detailing how the staff person and/or board member must report it.

Conflict of interest policy: As fiduciaries, board members have a Duty of Loyalty to the organization and should disclose any conflicts of interest and abstain from voting on matters. For example, if your organization’s treasurer also works for an accounting firm, s/he should disclose that on the conflict of interest form. That way, when it is time to find an auditor for the organization, it is known the treasurer works for an entity that could benefit from completing the organization’s audit and s/he will abstain from voting on the matter. A conflict of interest policy should define what a conflict is, how it should be managed, and what action is taken if someone fails to comply with the policy.

Robert’s Rules of Order training: Robert’s Rules of Order is a manual that provides parliamentary procedure and is utilized by most board of directors. Robert’s Rule of Order were developed to ensure meetings are fair and orderly. A nonprofit board of directors should employ Robert’s Rule to ensure all board members are heard on matters. Training on Robert’s Rules of Order is important as most board chairs do not use Robert’s Rules regularly and the efficiency of board meetings can be significantly helped when the board knows how to properly employ Robert’s Rules. Boards and organizations can take part in online trainings or have a consultant conduct an in-person training. The Oklahoma Center for Nonprofits can help member nonprofits find a qualified trainer.

Board term limits: As mentioned above, board terms limits should be contained in the organizational bylaws. Why is it important to have and enforce board term limits? Having a long-standing, knowledgeable board member can be valuable to an organization, but in order to provide new perspectives, strategic approaches, and fresh oversight, regularly bringing on new board members is necessary. Good board members will take their duties as a fiduciary seriously, exhibit servant leadership, and follow policies and procedures. If your board is failing to enforce board terms limits (which should be specified in bylaws or board policies), they are failing to complete their duties of fiduciaries. The board and organization should ensure board term limits are set along with the number of terms a board member can serve consecutively. Board policies or organizational bylaws should also contain a written process for resigning and reasons for removal from the board. Development and enforcement of board term policies allow organizations to continue their growth, outreach within the community, provide board members with breaks to avoid burn-out and show funders the organization’s board takes their fiduciary duties seriously.

Officer and committee descriptions: Board members can only be as effective as their job description is written. Officer and Committee duties should be contained in the organizational bylaws, but boards can help further define expectations by creating detailed descriptions. Officer positions are vital to the board’s functioning, and a comprehensive description of their duties not only provides valuable direction to the members of those committees, but reflects the detailed needs of the organization.

This list of guiding documents is not exhaustive. Boards need many other documents to effectively do their jobs.

When a new board member joins your organization’s board the board handbook provided at orientation should include financials, an organizational chart, welcome letter, and other documents the board deems necessary like a meeting schedule or recent agendas and minutes. Ensuring your organization provides a comprehensive board orientation and regularly reviews the above documents will help your board evaluate necessary documents and language use specific to your organization’s needs.

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