Questions On Board Practices And Governing Responsibilities

Questions for families and boards to ask themselves in the areas of board structure, board composition, board and family dynamics, and overall governing responsibilities. Does the board consider needs for certain expertise as it searches for new members? Are board members satisfied with communications with the larger family? Does the current structure of the board assist the board in doing its work?

Leadership compass

Overall Governance Skills

  1. How aware are board members of their responsibilities in the following areas:
    • Mission setting;
    • Asset management and evaluation of investment managers, including legal fiduciary responsibilities and duties of care under law;
    • Grantmaking and program direction setting;
    • Oversight of operations, including observance of regulations covering conflict of interest and self-dealing;
    • Planning for the future;
    • Board continuance and future membership; and
    • General board member duties and responsibilities, including preparation for and participation in board meetings.
  2. How satisfied are board members with current board practices in:
    • Budget reporting and oversight;
    • Grant decision-making process;
    • Agenda setting and leadership in board meetings;
    • Opportunities for participation for all members; and
    • Methods of reaching consensus for all decisions.

Board Structure

  1. Does the current structure of the board (standing and ad hoc committees) assist the board in doing its work?
  2. Does the board have any of the following usual standing committees that are considered minimal best practices in foundation board structure: Investment Committee, Nominating Committee, Finance Committee, Executive Committee, Bylaws Committee and Personnel Committee (if staff is a factor)?
  3. Would the board find useful the establishment of other working committees, such as a program (or grants screening) committee? Strategic planning committee? Technology committee?

Board Composition

  1. If the foundation intends to be a family foundation in the future, does it have a plan to incorporate members of the younger generation as future trustees?
  2. If the family is beyond the second generation, has thought been given to incorporating representation from all branches of the family?
  3. Does the board consider needs for certain expertise as it searches for new members?
  4. Has the board considered adding members outside the family to enrich its background? If so, have their level of participation and voting rights been discussed and established?
  5. Are there term limits for current and future board members?

Board and Family Dynamics

  1. Are board members satisfied with communications with the larger family? Is more involvement of the larger family desired? How can this be brought about?
  2. Are there unresolved conflicts within the family or among board members or branches that interfere with the family’s philanthropic decision-making? If so, what are they and what is the best method of addressing or resolving them?
  3. If the difficulties noted under #2 defy internal resolution, should outside assistance be sought? If so, what is the best method of determining what help is needed?

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