Five Questions every Board should be able to answer

Board members are rarely told what the job is.

I know because I've lived it. I've joined a board without receiving a role description. I've reported to boards as a staff leader. I've worked with committed volunteers who never had a clear picture of their roles. Dedication was never the problem — new board members simply weren't provided the answers every board deserves.

After years of leading and working with mission-driven organizations, and serving on and reporting to their boards, I've found that strong governance comes down to five questions. Here they are, along with what your board can do about each one.

1. What do our bylaws actually say?

Not what everyone assumes they say; what they say.

Boards gradually drift from their bylaws — a skipped election here, an improvised vote there — until the documents and the practice diverge. It rarely happens through carelessness. It happens because volunteers are busy, institutional memory turns over, and nobody's job is to notice the gap.

The fix is simple and inexpensive: read the bylaws yearly, as a board, and update what no longer applies. An annual bylaws review takes one meeting and keeps your governing documents describing the organization you actually run. Learn about our bylaws review and updating services.

2. What is my role — legally?

Oregon law sets the standard. Under ORS 65.357, a director must act in good faith, with reasonable care, and in the best interest of the organization. Directors also owe a duty of obedience — carrying out the nonprofit's purposes — and a duty of loyalty, which means the organization's interests come before your own.

In plain terms: govern, don't manage. The board's job is to set direction, ensure the resources exist, and hold leadership accountable — and then let leadership lead the organization. Most board friction I've seen traces back to confusion on exactly this line.

3. How do new board members learn the role?

"You'll pick it up" is not onboarding.

A new director should receive the bylaws, recent minutes and financials, a role description, policies and procedures, and a real orientation — within their first month. None of that is complicated, but someone has to own it.

The difference shows quickly. Boards that onboard well get real contribution by month two. Boards that don't get a year of silence, then turnover that can impact organizational performance. Board training and member onboarding is one of our core services.

4. Are we acting like the employer we are?

If your nonprofit has employees, you have employment obligations — and your leaders deserve more than a handshake.

That means a current contract with a detailed job description. Clear expectations. An annual, documented review. Honest feedback in both directions. I spent years leading nonprofit organizations, and I can tell you what it feels like to work hard for a board that never put feedback in writing — and how much sustained performance depends on getting this right.

Most nonprofit employment issues start as governance issues that nobody documented.

5. When did a lawyer last review any of this?

For most small nonprofits the honest answer is: at incorporation, or during the last crisis.

Legal counsel works better as an annual rhythm than an emergency call — a yearly pass over bylaws, elections, onboarding, and contracts. The reasonable cost of compliance may help prevent the much higher costs of resolving just one dispute. Sustainable organizations build it into the calendar.

Good governance drives organizational performance

These five questions aren't paperwork for its own sake. Members, donors, and communities trust organizations that can answer them. Well governed organizations retain talented staff. The mission outlasts any one person.

About Advance Law NW

I'm Robin Bostwick. Before opening Advance Law NW, I led and worked with mission-driven organizations, and served on and reported to boards — through every governance lesson in this article and a few more. Advance Law NW is an Oregon practice offering accessible, year-round counsel to nonprofits and small businesses: bylaws, policies and procedures, board training, elections, employment, contracts, and compliance.

If your board can't yet answer all five questions, that's normal — and fixable. Tell us about your organization.

This article is general information, not legal advice. Reading it does not create an attorney–client relationship.