The Board of Directors and Advisory Boards, Leadership Teams, and Committee Chairs

If you’ve been paying attention to the rest of this site, you’ve got a good set of bylaws that out lines how your nonprofit organization works.  The Board of Directors knows what they’re responsible for both individually and collectively.

But what happens when you think a few more people would be helpful to have on board.

This kind of advisory board could include “famous people” whose names you want on your letter head.  Or it could be made up of former board members who have knowledge and experience in the organization. It could also be a group of people you want to test to see if they would be good future board members.  It could include committee chairs who are not otherwise on the board.

Some of these people might participate in regular Board meetings. They contribute to the discussions.  But these people do not share the fiduciary responsibility for the organization

So plan for this kind of involvement. Just as you outlined the responsibility if each board member, you need to do the same for these auxiliary participants.

According to the NonProfitLawBlog in the article Advisory Board v. Board of Directors – A Distinction with a Difference easier for both parties to avoid inadvertent confusion when there is something tangible to refer to rather than relying on word of mouth or informal practices. Ideally, if the organization has an advisory board or is likely to have one, it should be written into the bylaws – not because this language is required to authorize such an advisory board to exist but because it provides clarification to everyone about what’s going on.


Alternatively, if it is foreseeable that members of an advisory board will someday become part of the governing board, there is likely a greater importance in having procedures in place to groom potential candidates for a director position during their service in only an advisory capacity.

So the bottom line is this:

Figure out what you want these people to actually do.  Write that all down.. for two main reasons:

  1. The advisers can be clear about what is expected of them and
  2. They can be clear about what you’ll do for them including the length of service and other tasks

BlueAvocado has some great guidelines for having advisory boards in the article: What is an Advisory Board and Should We Have One?

As usual, make a plan. And then use it.

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