Board Composition and Structure

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Under Minnesota law, a nonprofit board must have at least three members. However, the Principles and Practices for Nonprofit Excellence recommends that nonprofit boards should consist of at least seven individuals to allow for adequate deliberation and diversity of perspective. Each state has regulations that determine the minimum size of the board, but the optimum number of people who sits on the board should adequately reflect the constituencies the organization serves and its population interests.

It is also suggested that nonprofits hold board meetings between nine and 12 times each year. As with the size of the board, the number of board meetings each year should be determined by the work that needs to be accomplished.

The composition and structure of the board of directors are important to the board’s ability to function and represent the community served. The following is a series of board composition and structure best practices.

  • All board members should be personally committed to the mission of the organization, willing to volunteer sufficient time and resources to help achieve the mission of the organization, and understand and fulfill their fiduciary responsibilities.
  • Nonprofit boards must have a chair and a treasurer. A vice-chair and secretary are highly suggested.
  • No board member should occupy more than one officer position in the same organization at the same time.
  • The majority of the board should consist of members unrelated to each other or staff to allow for significant deliberation and diversity.
  • Board members should serve no more than 10 consecutive years to ensure broad public participation.
  • Board membership should reflect the diversity of the organization’s constituencies.
  • Board members who are not employees should not receive compensation for their board service, other than reimbursement for expenses directly related to board duties.
  • If staff membership on the board is deemed necessary, it should be limited to the executive director but not in chair, vice-chair, secretary or treasurer roles.
  • The board nomination process should be announced to the organization’s public, so that interested persons or community members can nominate themselves or others.
  • Nonprofit boards should hold quarterly meetings at a minimum.
  • Board committees should be organized as needed to effectively structure member’s roles and responsibilities.
  • Each board should annually evaluate itself with a survey and discuss the results.

Conduct of the Board

The board should be responsible for its own operations, including the education, training, and development of board members; annual evaluation of its own performance; and, when appropriate, the selection of new board members. There should be written job descriptions for board members, officers, committees and committee members. In addition to written job descriptions, the board should have written expectations for board members, including expectations for full board participation in fundraising activities, committee service and service activities.

The board should meet as frequently as needed to adequately conduct the business of the organization. At a minimum, the board should meet four times a year with a quorum present. Written policies should be put in place to address attendance and participation of board members at board meetings, including a process to address noncompliance.

Written meeting minutes should reflect the actions of the board, including reports of authorized board committees. The board should permanently retain the minutes, distribute them to board and committee members, and make them available when needed.