A good nonprofit board orientation gives you three things: the organization’s documents, a clear view of its money, and a clear picture of what is expected of you. The 12 points below come from BoardSource, the attorney general guides of five states and the IRS. Ask the chair or the chief executive for each item in your first month. If an item does not exist yet, that is useful to know too.
State law varies, so each source below names the state it covers. This is general education, not legal advice.
What should a new nonprofit board member ask for?
- 1. The mission, the programs and the board’s culture. BoardSource says orientation should include an introduction to the organization, its mission and programs. The New York Attorney General tells new directors to understand the mission and learn about its programs.
- 2. The articles of incorporation and the bylaws. The New York guide lists the “certificate of incorporation, application for federal income tax exemption, by-laws” as reading before you join.
- 3. The IRS determination letter and the state filing status. The IRS tells charities to keep the determination letter and organizing documents. You can search for letters issued since January 1, 2014 online. Ask whether the organization is registered and has filed its required reports, as the New York guide suggests.
- 4. The latest Form 990. The Form 990 asks whether a complete copy was provided to all members of the governing body before filing. The New York guide also suggests reading audited financial statements for at least the last two years, if there is an audit.
- 5. The budget and recent financial statements. The New York guide says to obtain the current year’s budget and cash flow projections. The California Attorney General says directors should proactively demand and review financial reports and statements.
- 6. Recent minutes. BoardSource’s 2024 board manual list includes minutes from the last three board meetings. The New York guide suggests board and committee minutes for at least the last year.
- 7. The board roster, the committees and what they do. BoardSource’s list includes committee descriptions and membership, board member names and contact information, and board member terms.
- 8. Your role, time and giving expectations in writing. BoardSource says orientation should clarify future time and financial demands. The New York guide tells directors to understand any responsibilities for fundraising and personal giving commitments.
- 9. The conflict of interest policy and the annual disclosure form. Form 990 asks whether officers, directors and key employees are required to disclose interests that could create conflicts every year. New York law requires a written policy, according to its attorney general.
- 10. The insurance and indemnification summary. Ask what the directors and officers (D&O) liability insurance covers. The New York guide tells directors to find out what is covered and what is not, and Washington’s quick guide describes buying D&O insurance and putting indemnification provisions in the governing documents as ways to protect directors.
- 11. The strategic plan, the annual calendar and the staff chart. BoardSource’s list includes the current strategic framework, the annual board calendar and a staff list. The New York guide suggests reviewing the organizational chart.
- 12. The policy pack. That means policies such as whistleblower and document retention and destruction, which BoardSource’s list includes. Ask which ones exist and where they are kept.
Does the law require these policies?
Federal tax law does not. Form 990 says its policy questions cover policies “not required by the Internal Revenue Code”. IRS Publication 4221-PC says the same: the IRC does not require charities to have governance and management policies. The IRS still asks about conflict of interest, whistleblower and document retention policies on the return.
Some states require more. The New York Attorney General says New York law requires nonprofits to have a written conflict of interest policy. Check your own state, because the answer changes from state to state.
Who runs a nonprofit board orientation?
BoardSource says the chief executive is the person most knowledgeable about the organization. It suggests new members read the board handbook on their own time, so meeting time can go to people and key issues, and it advises giving homework. It also advises concentrating less on organizational detail and more on how to be a good board member.
What should you ask in your first meeting?
These are our suggestions, not requirements. Ask them kindly and ask early:
- Which of these 12 items does our board already have, and where do I find them?
- Who is my go-to person for questions between meetings?
- How far ahead do we receive board materials?
- What is the board’s biggest decision this year, and what do you need from me on it?
- What is the minimum time and giving you expect from every board member?
Where Board Director Institute fits
BDI’s Nonprofit Board Fundamentals ($197) is a self-paced course on a nonprofit director’s duties, reading the budget and how meetings decide. A course does not replace your organization’s own orientation. BDI courses are personal, so contact BDI if several people on your board need their own access. The video and voice in BDI courses use an AI-generated version of Michael Barrick, who reviewed and approved the lessons.