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Chapter Four

The board is the soul of your nonprofit and crucial to its success. 

For a new nonprofit, creating a founding board is a critical early step. Three members is the minimum required by the IRS, but it often is advantageous for startups to build a bigger board to include a range of skills, connections and community roles. In the early stages, a small group of strongly committed individuals who have the available time to get the organization established, and who are able to make decisions quickly can be most effective. No matter the size of this initial group, its members should reflect a diversity of political and lived experiences. It is also helpful to have pro bono legal counsel on the board at this stage. Some of this early group may be involved only through startup while others remain board members. 

The biggest shift for many publishers converting to a nonprofit is understanding that they are no longer sole decision makers. The board does that now. And the board needs enough independent directors to have a quorum on votes concerning the business. Board members who are founders, executives, or other insiders may have to recuse themselves from votes that present conflicts of interest.

The functions of the board in a nonprofit are to oversee its fiduciary and legal duties and guide its mission, strategy and the hiring and evaluation of the executive. Boards also may take on operational stafflike roles, particularly in startups, but most generally evolve toward fundraising and strategic roles. 

If you are currently the publisher or owner of a for-profit news organization, your role will change dramatically once you become the executive director of a nonprofit.  You are no longer the owner; you lead the organization and report to the board. The board is collectively the trustee ensuring that the nonprofit meets its public service mission. It holds ultimate financial and legal responsibility for the organization. 

A crucial step in board formation is a skills inventory, which maps out what and who you need on your board. Nonprofit boards are strongest when they reflect the full diversity of a community in terms of race, ethnicity, gender, geography, sexual orientation and identity, political party and faith, age and economic status and other local needs.

In most nonprofits, board members are essential fundraisers. They typically are expected to “give or get” – to directly donate or get others to donate to the cause. Other boards may have more policy orientation, guiding the direction of an organization. 

Journalism boards have traditionally included strong journalists, leaders of whatever community the publication is serving, individual philanthropists and representatives of partner organizations. News organization boards typically have conflict of interest statements that include the understanding that board members cannot have any input on editorial decisions. Some boards also have guidelines on whether board members can be politically active as individuals; they should not be active in partisan politics in any way connected to their nonprofit roles. 

You’ll want to build a board that provides a balance of expertise and community representatives. Several resources are available to help you assess your organization’s needs, to map out board roles, and recruit and train board members. Some nonprofits have essentially two levels of boards – a formal board of the nonprofit, and an advisory board that offers a less-formal role for broader community diversity as well as an informal training ground for potential board members.



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