To serve or not to serve: Questions to ask yourself before you accept a board appointment

By Keith A. Hovan

I was recently speaking with a friend who had been asked to join the board of a local not-for-profit organization. I asked him whether he agreed to join, and he told me, “Sure, of course I did!” When I asked him about what the organization does, he was only able to describe its mission at a high level. Then when I asked him if had any experience serving on a board or if he knew why he had specifically been asked to join, he answered: “Well, no, and I have no idea!”

Often, we are flattered when we’re asked to join something—and reasonably so! —and so we assume it must be a good thing and a worthy organization. But to maintain an active commitment for the entire length of your board service, you need clarity from the start on what it would entail to accept the board assignment and the values you share with the organization.

What does this board want from me?

You should start by asking yourself, “Why would this board potentially want me?” Boards often recruit individuals because they are known to the board or are a supporter of the organization in some way. Sometimes people are asked to join a board because they have a set of skills the board needs. Other times, the organization’s leaders know that an individual has been generous in other sets of circumstances, and has the capacity to give financially themselves or raise funds through their network for the organization. One should be clear on why they’ve been asked to serve on the board so they know what is expected of them and whether they have the skills or capacity to meet those expectations.

Does this organization align with my values?

It is essential to know the mission of the organization before committing to be a member of its board. Does the organization's mission, vision, and values align with your personal values, goals, and passions? Do we have similar views about what is important? For example, social welfare organizations providing services to distressed populations, trade organizations, and for-profit corporations all have boards, but those organizations are going to have very different goals. You must make sure you can reconcile the organization's mission with your personal values, and ask yourself whether this is an entity you could align with.

Can I commit to the duties of a board member?

When you’re asked to join a board, it’s not like being asked to join a club or professional organization where you don’t have to make an effort. Board service is not a hobby; it really is a commitment.  You are pledging your time, skills, and thoughtfulness to make a meaningful contribution in service of the organization’s mission.

I find that there is a lot of misunderstanding about what exactly a board oversees.  I’ve heard people say that the board runs the not-for-profit. This is false. They don’t run the organization, but rather set its direction and ensure execution of the strategies that promote successful goal attainment. People also incorrectly believe that the board manages the organization’s staff. In fact, a board only oversees the chief executive of the entity. That is the one and only person the board hires and fires—perhaps their single most important task—but the remainder of the employees don’t work for the board.

In general, board members have three duties to the organizations they serve: 1. a duty of care, 2. duty of loyalty, and 3. duty of obedience. Many boards lean heavily on only duties 1 and 2, but duty 3, a duty of obedience, is crucial in highly regulated industries.

Duty of care

A duty of care is a legal responsibility that you will act as a prudent person would to protect the organization from unnecessary risk or harm. In healthcare, for example, that might look like protecting the organization from unsafe practitioners or clinicians who could cause harm to a patient or the organization to suffer a medical malpractice event.

In the conversation with my friend considering accepting a board assignment, he was surprised that this would be his responsibility as a board member. But this is one of the most important tasks of a board. There is plenty of information out there on duty of care because of the weightiness of this responsibility. As a board member, you are legally accountable for protecting the organization and those it serves from harm.

Duty of loyalty

Board members commit to doing the right thing for the organization, placing the interest of the organization’s stakeholders ahead of themselves.  In the not-for-profit world, the duty of loyalty is to the people the organization is providing services to, the employees of the organization, and perhaps the community at large. In for-profit parlance, your duty is to the shareholders and your work is to deliver returns to investors.

Duty of loyalty requires that your own interests come second to those of the organization you serve. This includes elevating your fiduciary responsibilities to the organization above your own personal interest. I’ve seen situations where board members fail to recognize and address a conflict of interest. While conflicts of interest aren’t inherently bad, they absolutely must be disclosed. Perhaps someone joins the board hoping their company  or a family member might get a contract because of their position on the board. That is not appropriate. There is an ethical expectation that the board should conduct themselves in a manner that doesn’t create a conflict of interest.

Duty of obedience

The more regulated the organization’s industry is, the more essential this duty becomes. If you’re going to be on a not-for-profit board, you must make sure the board behaves in a manner consistent with the regulations of being designated as a not-for-profit. For example, a board is responsible for ensuring that the organization is appropriately auditing its services and finances.  The board must also evaluate whether the organization is compliant with state and federal regulations, and that it is filing all required financial disclosures properly.

As we were discussing these duties, I could see the look on my friend’s face: “You are making this way more difficult than it needs to be!” But I firmly believe board service is more than just an impressive line item on a resume. It is a real responsibility, and a daunting one at that. In your enthusiasm about joining a board of directors, it is essential to know why you’re being asked to join, whether your values align with the organization, and what your legal obligations are, so that you can contribute in a meaningful way to further the organization’s mission.