7 questions to ask before joining an NFPO’s board of directors

Good news! A not-for-profit organization is actively recruiting you for its board of directors. You’re truly honoured. Naturally, you want to do your part, and you’re inclined to say yes. But before you rush to accept the offer, be prudent. As with any new job or business acquisition, you must do your due diligence.

Have a look at our non-exhaustive list of questions to help you make an informed decision.

1. What are the organization’s mission and values?

The board of directors helps the NFPO fulfill its mission, and should shape the organization’s vision, values and culture. Before you become a board member, make sure you believe in this mission and are committed to supporting it. You don’t want to join the board of directors if the organization’s mission clashes with your personal values. You may also want to ask questions about how the board adheres to the existing organizational culture, to check if it’s consistent with the NFPO’s stated values.

2. What is the governance model?

You need to know what the organization’s governing bodies are (meeting of members, board, board committees, etc.) and understand them. You should also know how many board members there are, who they are, what the process is for electing them, and more.

Familiarizing yourself with the organization’s governance model will allow you to determine whether it uses modern governance best practices.

Governance should be appropriate for the organization’s size. But whatever the size, the governance framework should always be well defined. Ask to see the organization’s governance documents and find out when they were last updated:

• General bylaws
• Code of conduct for directors
• Charters for the board of directors and its committees
• Charter of the chairperson of the board
• Charter of the CEO
• Risk management policy
• Human resources management policy

Of course, you also need to ensure that the organization has liability insurance for its directors, and to read the policy carefully.¹

3. What is expected of directors?

Usually, directors are expected to be available. The notion of availability should include time to prepare for and attend board meetings, which can vary considerably from one organization to another. Some have monthly meetings, while others have quarterly ones. The number of meetings may be misleading, however, so ask how long they usually take. Some boards of directors have meetings that last all day!

The board’s committees can also influence the time required for director duties. What committees do they want you to join?

Some organizations expect board members to seek funding, sell tickets to raise funds, or participate in other activities. It’s best to find out about such expectations in advance, to avoid any unpleasant surprises.

4. What’s the financial situation?

What are the organization’s main sources of income, and which factors can influence them? Insist on seeing the latest financial statements, whether audited or not, so you can assess if the organization is on solid footing or in a precarious financial situation. In the latter case, think about how comfortable you are with this instability and how it might affect what is expected from you in the foreseeable future.

5. Who are the current directors, and who is in charge?

Gather information about the current directors, as well as those you would be replacing. Don’t hesitate to research into your potential colleagues, the organization’s senior manager, and their respective professional and volunteer histories to get an accurate picture of the board’s competence as a whole. You’ll also be able to gauge how diverse the board is.

6. Does the organization have a good reputation?

Joining the board of directors of an organization with a bad reputation could tarnish your own. Find out whether the organization’s reputation has been damaged.

You should also consider the organization’s transparency. Have a look at its website. What information—about its financial situation and governance, for example—has it made public?

7. What can you contribute to the organization, specifically?

Why did you come to mind when a seat opened up? Think about the skills and experience you could contribute to the organization if you were to become a director. The time that you give to the board must be productive, for you and the NFPO. If you have nothing new or complementary to offer, you risk feeling useless, and the other directors will likely see you that way as well.

Beyond questions…

Being a director is an opportunity to contribute your skills and expertise to an organization, participate in fulfilling its mission, and support a cause that’s important to you. Nevertheless, your time is precious, so choose your commitments carefully. Your answers to the questions above should help you make an informed decision about joining the board of directors that is recruiting you.

Even if all your answers to our questions are positive, we highly recommend that you ask to meet the chair, the senior manager, or both, to see if you’re compatible. Relationships are a big part of serving on a board, and as a director, you will inevitably have to integrate into an existing group dynamic.

Don’t underestimate the human aspect.

¹ In 2018, Norton Rose Fulbright released a publication to this effect which also addressed the risks associated with the role of director. Identification et gestion des risques que comporte le rôle d’administrateur de société (in French only).
 

About the authors

Alexandra Boivin, MBA
Project Manager, Customized Training
Institute for governance of private and public organizations (IGOPP)

Alexandra has been a part of the IGOPP team for more than 10 years. Since 2012, she has been helping organizations reap the benefits of good governance. She has contributed to improving the governance practices of more than 100 boards of directors in Quebec and Canada, developing extensive expertise in the field. She has a Bachelor of Business Administration in Finance and a Master of Business Administration in Strategic Planning.


François Dauphin, MBA, CPA, CMA
President and Chief Executive Officer
Institute for governance of private and public organizations (IGOPP)

François has been IGOPP’s CEO since June 2020. He has worked in management, strategy and governance for the past 20 years. From 2017 to 2020, he was vice-president of a property management firm, where he was responsible for the supervision and governance of some 20 co-owners’ boards of directors, among other things. After being a member of the Quebec CPA Order’s professional development team, he was IGOPP’s research director from 2014 to 2017, responsible for various research projects that led to publications in Canada and abroad. Since 2008, he has lectured at ESG UQAM’s strategy and social and environmental responsibility department.