Representative Board/Committee members in a nonprofit organisation

The nature, size and representation of Board/Committee membership is defined in the constitution of an organisation. Categories and terms of Board membership may also be indicated, together with procedures for election, selection or appointment of Board members: similarly with office-bearer positions, duties and terms of office.

The size of the Board may be given as a maximum or minimum number and categories of representation may be recommended, eg. Service-users, staff, parents, employers, community, partnerships, volunteers, key agencies. Board membership should genuinely reflect the characteristics and cultures of the local community, including representation of major cultures or backgrounds within the areas being serviced by the organisation.

It is wise to avoid the election or appointment of new members where:

  • their skills or knowledge are known to be considerably inappropriate,
  • conflict of interest is likely to be a recurring factor, or
  • the person is a Board member or employee of a funding authority or an organisation that is in open competition with your own organisation.

Types of committee membership:

  1. representative members, where one or more persons are elected or appointed to the Board to represent the perspective or views of a particular group of people
  2. delegate members, where one or more persons are elected or appointed to the Board by another body to act as their delegate on the Board. Delegates would need to take matters for decision back to their constituent group for direction on how the interests of that group should be represented in any major decisions
  3. individual members, where a person or persons are elected or appointed to the Board in their own right as a financial member of the organisation’s membership base, and make decisions based on their own experience, knowledge and understanding.

Very often, members are elected or appointed from cate-gories of experience or backgrounds. For example, an organisation may be required by its rules to have a Board of 12 members who are financial association or company members: of the 12, 8 are required to fill particular categories, eg 2 to be members of the local community, 2 to be service-users, 2 to be members of staff and 2 to have professional or business skills and expertise.

The role of the representative Board member

The role of the representative Board member is to represent the perspective, interests and views of their constituent group in the governing role of the Board as a whole.  The manner in which a person fulfils this role should not disadvantage either the constituent group or the organisation, as a representative member of the Board is accountable for their performance and the quality of their performance.

The responsibilities of a representative Board member include:

  1. providing information on Board decisions and initiatives to the constituent group and receiving feedback or input from the constituent group,
  2. formal discussion with the executive officer to the Board (usually the senior staff position) in preparing their formal report to the Board in which the thoughts and feelings of the constituent group will be presented, either in response to current issues or to introduce new issues or information for Board consideration,
  3. representing the constituent group at Board meetings and Board events,
  4. fulfilling the legal, ethical and contractual duties and obligations as an elected member of the Board (whether or not they are a representative Board member) as required by the constitution and legislation relating to incorporation and to the purpose for which the organisation exists,
  5. effectively contributing to the level of discussion, deliberation and debate at Board and sub-committee meetings,
  6. ensuring that Board member responsibilities relating to confidentiality, conflict of interest and grievance procedures are strictly adhered to in fulfilling the representative nature of the role,
  7. ensuring that their conduct as a Board member reflects positively on the organisation and on their constituent group, and
  8. contributing as a Board member to the workload of the Board in order to ensure the effective, efficient and productive performance of the Board in fulfilling the governing role in the organisation

The Board as a whole should support the representative Board member

Where an organisation is committed to participative and consultative decision-making, a number of strategies should be in place to provide stakeholders with the opportunity and support to take part in the planning, management and evaluation of the service. Stakeholders include service-users, staff and various groups of people who support service-users.

Particular care should be taken by the Board as a whole to ensure that adequate and appropriate assistance is available to the person who assumes the role of representative Board member, for example:

  1. where a representative has special needs, the Board as a whole should ensure that sufficient and appropriate practical support is available to ensure satisfactory representation,
  2. a representative should receive practical support in ensuring that their constituent group is kept informed about Board decisions or initiatives – in particular those that may directly affect them,
  3. a process should be in place for ideas, opinions and suggestions from members of the constituent group to be passed to their representative, and
  4. formal meetings or informal gatherings should be arranged at times that are convenient to the majority of members of the constituent group to ensure adequate and appropriate discussion or questions: any formally appointed advocates or support personnel to representatives with special needs should be present at such meetings or gatherings.

Points for careful consideration in relation to representative Board members

The representative nature of the role can bring great benefit to the internal and external relationships, and the quality of decision-making and performance at Board level. However, difficulties can easily arise where there is a lack of either clarity or appreciation about the representative role and responsibility.

The following checklist is offered as a guide to ensure such clarity and appreciation:

  1. check the constitution and relevant legislation or standards to see if there are any set requirements for a representative Board member, especially where a constituent group is responsible for selecting or electing their representative,
  2. check the policies and procedures manual to see if there is an existing policy and procedure relating to representative Board members,
  3. if there is no existing policy and procedure, establish a working party of the Board to prepare a draft for circulation to and discussion by the Board as a whole: ensure that any existing representative Board members are members of the working party and that discussions are held with members of their constituent groups,
  4. in the process of preparing the draft for discussion, ensure that both positive and negative factors are examined to ensure that the Board is fully informed before endorsing the policy and procedure,
  5. the points raised in this Issue Paper provide a starting point for a draft policy and procedure,
  6. when the Board has fully discussed the draft and endorsed a policy and procedure in relation to representative Board members, a time should be set aside for all Board members to discuss the practical aspects of implementation, and
  7. as with all policies and procedures, the endorsed policy and procedure should be reviewed annually to introduce agreed improvements.

Policy template

1. Policy title

  • the issue to be addressed

2. Purpose

  • the outcome or effect of the policy in relation to the issue

3.Broad Guidelines

  • expression of the organisation’s philosophy in relation to the issue
  • nature and scope of the issue
  • desired attitudes and behaviours from people involved
  • accepted standards to be followed

4. Procedure

  • how and when the policy is to be introduced
  • who is accountable and responsible for making sure both policy and procedure are carried out
  • how are accountability and responsibility to be recognised and evaluated

5. Resources

  • the nature, quantity and source of resources necessary to ensure effective implementation