Tag Archives: board of directors


By Judy Coffey


A Note about Judy: Currently, Judy is involved with seven boards as chair, member, or advisor. In the span of her community service, her core focus has been on organizations promoting health, well-being, and safety nets for those being served. Her personal motto for involvement is, “Get into action and stay curious about the community around you”. When you speak with Judy about board involvement and leadership, you realize that passion and commitment play a huge role in her decisions about where best to serve. Team Leap is very fortunate to have Judy as an expert in community service and the role model she provides to all of us. Enjoy her wisdom in this article.


In this issue of our newsletter:

  • Exceptional Communication Skills
  • Visionary and Strategic Thinker
  • Strong Leadership Presence
  • Knowledgeable and Committed
  • Governance and Decision-making
  • Relationship Building and Fundraising
  • Ego Management
  • Your Rockstar Opportunity as a Board Member


As the board chair of a large nonprofit organization, I recognize the importance of setting the tone for the board and my time as a visible community representative of the organization.  As the board chair, I form a strong working relationship with the Chief Executive Officer and act as a role model to motivate other board members to honor their commitments to service.



The Rockstar Nonprofit Board Chair


Every nonprofit organization relies on effective leadership to drive its mission forward. The role of the nonprofit board chair is key to ensuring the nonprofit board focuses on strategy and governance and empowers the Executive to drive operations with their staff. The board chair is responsible for guiding the organization strategically while ensuring accountability and sound financial leadership.

Qualities of a strong and impactful nonprofit board chair will demonstrate skills for the organization’s success in the following areas:

Exceptional Communication Skills
Excellent communicators are critical to fostering collaboration among board members, staff, and external partners. The chair is an open, active listener that encourages dialog, encourages dissension/opposing perspectives, and facilitates discussions that lead to all members being informed decision-makers. As chair, one should effectively represent the organization’s interest to the public, community stakeholders, and potential donors.

Visionary and Strategic Thinker
A strong nonprofit board chair has a clear vision for the organization’s future and can articulate the vision to the board, staff, and stakeholders. They think strategically and consider short- and long-term goals to achieve the vision.  By aligning the organization’s strategic initiatives with its mission, the board chair effectively steers the board toward achieving its objectives.



Strong Leadership Presence
An exceptional board chair inspires others and motivates board members to actively participate in meetings. They create an environment that supports diversity, equity, inclusion, and belonging. Leading with integrity, the board chair gains the trust and respect of the board members and motivates them to contribute their skills and network to the organization.

Knowledgeable and Committed
A solid board chair demonstrates an understanding of the nonprofit sector, including the industry challenges and best practices. The chair invests time and effort to stay informed of the organization’s trends and developments that can impact the organization’s work. They show commitment to the nonprofit’s vision, mission, and values and dedicate their expertise to drive positive change. They also bring their years of leadership experience to mentor the Executive with timely advice, encouragement, and affirming their skills.

Governance and Decision-making
The board chair is critical to ensure the organization operates with strong governance principles and practices. They facilitate the meetings with a transparent and ethical decision-making process, demonstrating respect for diverse viewpoints while maintaining the organization’s integrity.  The chair ensures compliance with legal and regulatory obligations while promoting responsible stewardship of resources.


Relationship Building and Fundraising
Most nonprofit board chairs play a role in fundraising efforts. They help build relationships with potential donors, foundations, and sponsors, leveraging their networks to secure resources for the organization. They inspire their fellow board members to make a sacrificial gift (within their means) to the organization and invite others to join them in their support. Building a connection between their networks and the nonprofit is key to their board role.

Ego Management
A skilled non-ego-based board chair is quick to acknowledge the leadership of their fellow board members and spread appreciation and recognition to colleagues and staff. They avoid focusing on themselves and their leadership skills and not taking credit for board initiatives and outcomes. The appreciation is cast widely and builds a spirit of team accomplishment. The non-ego board chair understands it is about the mission and vision and not about them. It’s not about them, it’s about the organization and its success.


Your Rockstar Opportunity as a Board Member
If you are considering a board membership opportunity, recognize your leadership skills and strengths. When you meet with the board chair, consider what you can bring to the board and share your passion for the organization. The board chair will share the qualities needed for the organization’s board, including time, passion for the mission and vision, accountability, network and community connections, and financial support through personal donations and fundraising.

The board chair’s role is instrumental in shaping the organization’s future, exemplifying strong leadership, practicing effective governance, and implementing necessary changes. At its core, the board chair supports a collaborative board culture and recruits members aligned with the mission and vision. They engage fellow members in ways that capitalize on their strengths, bringing value to the organization and ensuring a sound future for the organization.





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Protect Your Board—and Yourself

Thank you to Daryl Reese (bio below), Nonprofit and Business Law Attorney at Johnston/Thomas, Attorneys at Law, for contributing to this article.


It’s an honor and a privilege to serve on a nonprofit board. It’s an opportunity to express your passion and commitment to a cause, contribute your expertise and talents to your community and add to your resume.  It’s also a serious responsibility—and can be an equally serious risk.

All too many well-intentioned board members go into the role without any real understanding of their true duties and legal obligations, and all too many boards (even decades-long ones!) lack the necessary, strong governance policies that keep their organization and the people in it safe.

No matter how competent and conscientious a driver you are, you wouldn’t drive a car without good insurance; don’t participate in a board without good governance.


Knowledge is Power—and Protection

If you’re currently serving or considering serving on a nonprofit board, you need to know your fiduciary responsibilities and why they’re so important. It’s not enough for your heart to be in the right place; when you’re uninformed, you’re likely to be noncompliant—and thus exposed to potential lawsuits not only against the organization but against you and your assets as an individual board member as well.

That’s right: as a nonprofit board member, you take on personal liability.

To empower and protect yourself, you must educate yourself about nonprofit governance and compliance. The smartest and most efficient way to accomplish this is to participate in whole-board fiduciary training so that all board members and key executives are armed with a thorough understanding of board roles, responsibilities and liabilities. In an increasingly complex and litigious world, you’ll gain the confidence and peace of mind in knowing that every board decision is based on a solid foundation and well within the law.


Fiduciary Training Matters

With quality fiduciary training, you’ll gain a vital understanding of:

  • Your ethical duties as a board member, including most notably:
    • Duty of Care
    • Duty of Loyalty
  • The hierarchy of legal authority (note: none can be in conflict with any item above it):
    • California Corporations Code
    • Articles of Incorporation
    • Bylaws
    • Board resolution
    • Meeting minutes
  • Whether your organization’s Articles of Incorporation are correct and compliant with the nonprofit portion of the California Corporations Code and all provisions of the California Nonprofit Integrity Act
  • The need for and purpose of effective bylaws
  • How to develop and maintain structures for ensuring compliance with all rules and regulations set forth by the offices of the:
    • Internal Revenue Service (IRS)
    • California Franchise Tax Board
    • Secretary of State of California
    • Attorney General of California
  • Ways to protect your board from liability both as an entity and as individuals, such as:
    • Instituting good corporate governance
    • Securing Directors and Officers (D&O) Liability Insurance
    • Developing an Indemnification Policy

Training can also address practical concerns and frequent misunderstandings about board organization, running board meetings, documenting minutes, voting and more, including common questions such as:

  • What distinguishes officers from directors?
  • What kinds of people count as “interested persons” in the IRS 49% rule?
  • Who can—and can not—vote on board resolutions?
  • What counts as proper meeting notice?
  • What constitutes a quorum?
  • Can board members vote by email in lieu of meeting?
  • Can we vote by proxy?
  • What things should you consider when vetting potential new board members?


While none of these matters may seem particularly complicated, they can be and typically aren’t well communicated or routinely taught. Or they’re presented with so much off-putting “legalese” that most board members find it easier to ignore or gloss over them and assume the best. With proper fiduciary training, however, you can serve safely and confidently within a legal system that is already in place to protect you, your organization and the mission you serve.


Do the Good Work

Fiduciary training is likely to reveal gaps and uncover deficiencies in the way your board is currently run. While that means you do indeed have some work ahead, it also means you face an opportunity to lead the way to establish new policies, board structures and best practices that will boost the health, strength and durability of your organization.

Many educated boards, for instance, will recognize a pressing need for new bylaws. It can feel like a daunting, overwhelming and possibly expensive prospect, but clear, thorough, compliant bylaws add priceless value to your nonprofit in the form of security. Some boards choose to borrow bylaws from other similar nonprofits; this can indeed be a great way to get started and save preliminary attorney fees. Just be sure to enlist a lawyer—one who understands nonprofit law, specifically—to review and revise the bylaws before adoption.

Once you’ve educated your board and put strong governance policies in place, you might also develop a nominating governance committee, onboarding process and board manual for getting new board members up to speed on your organization’s foundational principles. These efforts help ensure the consistency, stability and well being of your board.


Reap the Rewards

You see yourself as a volunteer trying to make a difference by serving on a nonprofit board; the law, however, sees you first and foremost as the leader of a corporation. Embrace both roles! Lead the way to building an educated and empowered board and implementing strong governance policies that keep your board safe and the commendable work you do protected. You’ll minimize risk and reap the personal and professional rewards of maximizing your impact now and well into the future.


Thank you to our contributor:

Daryl Reese, Nonprofit and Business Law Attorney

Johnston/Thomas, Attorneys at Law

Daryl’s law practice focuses on nonprofit law, general business law, and estate planning. Having spent 20 years as a nonprofit executive, Daryl specializes in nonprofit law covering nearly every area of law related to nonprofit corporations, including formation, bylaws, directors and officers, board activity, solicitations, charitable giving and donations, tax-exempt matters, nonprofit operations, employment and independent contractor issues, corporate changes, and dissolution. He serves a variety of nonprofit clients throughout the San Francisco Bay Area including private charitable foundations, churches and faith-based organizations, public benefit corporations, and mutual benefit organizations.


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