How to Structure a Non-Profit Board: A Collection of Advice
Early on as CAIP was setting up its board, I quickly (in ~10h) put together this document summarizing some of the advice on setting up non-profit boards. This is mostly just a commination of what Holden, Aird, Good Governance, and Boardsource had to say on the matter[1], but organized to make it clearer what’s needed vs what’s recommended.
Getting the board right seems incredibly important to me, so I think it’s worth really thinking through to get it right. Hopefully this can make doing so a bit easier for others starting out.
Some Key Takeaways
Choose a Structure: Not only the formal structure (treasurer, president, etc.) but also the way it goes about doing its work (i.e. who should set the agenda?) or what its work should be (i.e. should it evaluate the CE more than annually?). The best way to do this would be to look through the What Does a Board Do? and Decide Based on Structure sections.
Skills Over Name Recognition: Generally speaking, you want to identify what exactly it is that your board needs to do well, and then make sure you are filling out all those needs, rather than just hiring fancy-sounding people. Boardsource directly endorses this, Good Governance suggests using a template to execute on this, Holden thinks celebrity board members often don’t contribute, and Aird cautions “don’t just form a board full of very busy fancy-sounding people and then assume that’ll have your actual advice needs covered”.
Caveat: Hoffman does say that for early-stage companies, a board might need to have people that have networks you couldn’t hire into the company
Caveat: If you view the board as more of an advisory group, it might make sense to prioritize those that add prestige and credibility with your target groups
Remember Time: Rethink priorities offers: “In our view, a failure for many nonprofit boards is they select for skills but not time, and that contributes towards a tendency for boards to not do a very thorough job”.
Hiring People: I offer an overview below, but perhaps the most important thing is to assess each potential hire for what they can add (template here) relative to what you already have. I also developed a Board Member Application Form based on some common questions, if you want to use it.
Consider Getting Directors & Officers Liability Insurance: Consider is the key word here, I’m not sure you should, but it’s worth at least a shallow look into (recommended here).
Answer these questions:
What does success mean? The answer should be something far more specific than “reduce AI x-risk” or even “reduce AI x-risk through policy changes”
Some visions of boards have them deeply involved in setting the vision and overall strategy for the NP, so knowing how exactly you want things to go will help clarify who is best fit to lead your NP there.
What is needed to get from here and now to where you want the org to be?
It’s important to focus on current needs as well, because the default for orgs is failure, so make sure you’re figuring out how to best set up for next steps too.
What Does a Board Do?
Different Viewpoints
Holden Karnofsky (Governance): the main function of the board is narrow governance, acting as a check on the CE and making sure major decisions are made carefully
He views the norm as prioritizing reputation, fundraising, and narrow expertise, and thinks all of these lead away from focusing on the most important function (keeping the CEO in check)
He endorses hiring advisors into the org if they are important enough, something Hoffman seconds
Good Governance & Effective Thesis (Governance & Advisory): GG makes more room for there to be an advisory capacity as second to governance, and prioritizes helpful knowledge with many of the board positions it outlines. ET more or less follows this as can be seen in their example structure below.
Boardsource (Broader Governance & Vision Setting): They would expand the list of “must dos” into something much larger and generally governance focused, like fairly in-depth financial oversight for ex. But they also stress the importance of the board for making long term decisions for the org, setting the vision and making important decisions to guide towards that vision.
Reid Hoffman supports the vision setting aspect of this, as he argues the board has “in-depth control” of the future of the company
Michael Aird (Advisory & Reputation): The most different from the others, Michael conceptualizes the board largely as functioning in an advisory capacity, where their knowledge is first and foremost prioritized. At the same time though, when picking board members he highlights the need to make sure board members are unlikely to damage the NPs reputation, and their ability to add to it to signal prestige amongst target groups.
Things it Must Do
Chief Executive (CE)
Hiring the CE
Evaluating the CE (see this checklist, or this assessment)
Holden thinks this is the most important job
Most do it annually, but it might be worth making it more regular too, with a process where one board member interviews those directly reporting to the CE, and perhaps others in the company, and integrates this with information about the organization’s overall progress and accomplishments (Holden)
Firing the CE
A potentially useful framework to use is the green light, yellow light, red light framework, where green means “you’re the CEO, make the call, we’re advisory”, yellow “I have a question about the CEO, should we be at green light or not?”, and red “the CEO won’t be here much longer”. The worst case to avoid is leaving the CEO in yellow perpetually. “The important thing with yellow light is that you 1) coherently agree on it as a board and 2) coherently agree on what the exit conditions are. What is the limited amount of time that we’re going to be in yellow while we consider whether we move back to green or move to red? And how do we do that, so that we do not operate for a long time on yellow?”
Legal (see “Legal Liability” below for more on this issue)
Non-Profit BMs normally have the legal responsibility to meet certain standards of care, usually described as the duty of care (all must participate actively in making decisions on behalf of the organization and to exercise their best judgment while doing so), the duty of loyalty (each must put the interests of the organization before their personal and professional interests when acting on behalf of the organization in a decision-making capacity) and the duty of obedience (each must ensure the organization complies with the applicable federal, state, and local laws and adheres to its mission)
Have at least one annual meeting (required by most state laws)
Things it Should Do
Advocate
Playing an active role in advocacy for the organization
Address all board matters (hiring, firing, changing) itself
Especially overseeing decisions that could importantly reduce the board’s powers (i.e. the CE entering into an agreement with a third party that is binding on the whole company, or the CE transferring assets/responsibilities to an affiliated organization the board doesn’t preside over, or revising the orgs mission statement/bylaws)
Chief Executive
Setting the responsibilities of the CE
Regularly check in with the CE
Communications
Under a governance structure
Two weeks (or three days) before each board meeting, send out the agenda
Sometime not long before the meeting, call board members in advance for a 30- to 60-minute 1:1 briefing (Gil)
If at the end of the meeting the Board is unable to make a decision during the course of the meeting, clear next steps should be defined such that a decision can subsequently be made by email. (Good Governance)
After each board meeting, send the minutes and a reminder of the next
When they are developed, be sure to send out both monthly and quarterly financial reports
Significant published articles about the NP can also be batched and sent out monthly, especially if PR is a concern
Under an advisory structure
For all of your “main” advisors and some of your other ones, you set up recurring 30-75 minute meetings with that one advisor only which happen once per ~1-3 months.
Share some written materials for context and a written explanation of any key uncertainties/decisions/materials you want input/feedback on, ~1-5 days before each call, and request that the advisor read this in advance.
Also make it very clear that you’d be excited for the advisor to reach out with random thoughts, unsolicited advice, suggested or actual intro emails, suggested people to talk to, etc. at any time, if things pop to their mind.
Decide on a Board Size
Good Governance recommends seven max, and five as ideal
Holden sees 10 as somewhat of an upper limit
Delegate someone to set an agenda (Boardsource suggests the chairperson)
It should be noted though that in Holden’s experience boards usually don’t do the agenda setting but rather someone from the org (normally the CEO does)
Determining the mission and purpose of the organization
Boardsource sees this as a must
Dissolve the NP if need be
Normally with certain responsibilities to handle assets afterwards
Evaluations of the board’s performance (see this template)
Annual might be the best timeframe
Finances
Providing financial oversight
Ensuring adequate financial resources
Assisting with developing an annual budget
Reviewing Form 990 before it’s filed
Examples of when and when not to get involved:
Big enough deal: financial decisions that increase the odds of going “belly-up” (running out of money and having to fold) by at least 10 percentage points. Not a big enough deal: spending money in ways that are arguably bad uses of money, having a lowish-but-not-too-far- off-of-peer-organizations amount of runway.
Big enough deal: transferring like 1⁄3 or more of valuable things the nonprofit has (intellectual property, money, etc.) to another entity not controlled by the board. Not a big enough deal: starting an affiliate organization primarily for taking donations in another country or something.
Keeping a check on any potential major risks that could result in a collapse, some examples
It’s important to differentiate between important and unimportant matters (ex. Big enough deal: doubling or halving the workforce. Not a big enough deal: smaller hirings and firings)
Plans
CE replacement plan, which includes a backup for the interim
Organizations with substantial “PR risk” exposure should have a good team for assessing this and a “crisis plan” in case something happens. (Holden)
Set term limits
“It is good practice to have specific terms, e.g. 3 years, for BMs. This forces a regular review of the composition of the board and makes it easier for the board to decide to remove (i.e. not renew the term of) a board member who is not contributing. Term limits, e.g. 3 terms of 3 years, are also a good idea to ensure the board is regularly refreshed.” (Good Governance)
Voting
Figure out what a good policy is for when the board should vote and not i.e. what’s important enough to have to formally decide on verses just tacitly support given certain restrictions.
Things it Could Do
Committees (task forces) with more granular focuses (i.e. governance, development, etc.)
EA Good Governance directly recommends against committees (they see creating committees as a poor way to address other issues i.e. that the board is too big)
“BoardSource recommends that every board have a committee focused on financial oversight as well as a committee focused on the performance and composition of the board. Many boards also see the value of a fundraising or development committee.”
Holden seems to maybe support them (i.e. lists them as an option for splitting up workload)
Finances
BMs making a personal financial contribution (strongly recommended by BoardSource)
Creating an annual resource development plan (outlines the goals, assignments and processes for each type of fundraising)
Setting the compensation for the CE
Meals
Plan a board dinner the night before, or lunch/dinner right after. While optional, these dinners are an opportunity for board members to form bonds with one another and potentially with you and your team in advance/after the meeting. This works best if your board members are from another geography and need to fly in—otherwise they may not have the time or interest. (Gil)
Creating a written CE transition plan
Consider if it is time for a merger
Decide what funders and community leaders need to be contacted immediately
If the CEO’s departure was abrupt, discuss who will lead in the interim
Conduct an organizational assessment to determine the leadership skills and experience the next CE will need to possess.
Confirm the salary is in line with other executive leaders of like-sized organizations in your ecosystem (possibly use Candid which offers a comprehensive report for $1,199)
How Things Really Work
Holden says that most boards he’s seen seem to either:
Get way too involved in lots of decisions to the point where it feels like they’re micromanaging the CEO and/or just obsessively engaging on whatever topics the CEO happens to bring to their attention; or
Take a “We’re just here to help” attitude and rubber-stamp whatever the CEO suggests, including things that should be core duties for the board (e.g., adding and removing board members).
Nonprofit boards have great power, but: low engagement (they don’t have time to understand the organization as well as employees do); unclear responsibility (it’s unclear which board member is responsible for what, and what the board as a whole is responsible for); and ~zero accountability (no one can fire board members except for the other board members!) (Holden)
Who You Are Looking For?
First Decide Who You Are
Though the board itself is supposed to help create the long term goals and vision of the org, there needs to be a clear sense of what specifically the org is aiming at to be able to get a sense of fit for potential board members. Below are some questions questions to have answers to:
What does success mean? Where the answers is something far more specific than “reduce AI x-risk” or even “reduce AI x-risk through policy changes”
What is needed to get from here and now to where you want the org to be?
General Recommendations
Look for good general characteristics, like:
Excitement for the company and a deep care for the mission, such that they’d be willing to go to bat (i.e. challenge the CE) to protect it
They act as a catalyst to the CE, resulting in a yes when you ask the CE “would you want to spend one/two hours a week working with this person?” (Hoffman)
Think when forming your board about what your selection criteria are, and be willing to optimize fairly hard for those criteria. Don’t just form a board full of very busy fancy-sounding people and then assume that’ll have your actual advice needs covered (Aird)
In our view, a failure for many nonprofit boards is they select for skills but not time, and that contributes towards a tendency for boards to not do a very thorough job (Rethink)
The most important test for a board member is whether “they’ll get the CEO replaced if this would be good for the nonprofit’s mission, and they won’t if it wouldn’t be” (Holden)
An ideal board member will have both patience (the ability to head nod so long as the matter isn’t a board matter) but also resilience (they should feel comfortable challenging the CE, and shouldn’t let a high valuation of their relationship with them get in the way of providing sound advice)
They should probably have a well-developed take on what their job is as a board member i.e. how to navigate knowing when to be casually advisory vs highly engaged (Holden)
Consider value alignment: “We would encourage boards to discuss red lines. Do all BMs need to be highly engaged with EA (many BMs of GiveWell-recommended charities aren’t)? Do all BMs need to be excited about the project or could you invite a value-aligned skeptic to join the board?”
It might also be good to try to pick people who seem to think fairly differently and have fairly different perspectives from your staff and other advisors (you don’t have to act on every piece of advice, just receive it & think about it) (Aird)
Embracing differences of opinion (while making sure to have a healthy way to settle disputes) is important in creating a truth seeking board
Decide Based on Structure
This will inform who exactly it is that you want to hire.
Basic Structure
Chairperson – responsible for leading the board, facilitating meetings, and potentially acting as an alternative spokesperson
This will often mean getting the most out of each board member and helping the group reach consensus. As the agenda setter, they also decide what does and doesn’t merit bringing up to the board, making sure to keep the CEO in check and not driving the board meetings.
Vice Chair – acts as the board chair’s understudy and second in command
EA orgs might find it helpful to have one board member that is focused on impact assessment since this is a board-level issue that requires significant time investment. [Tristan’s input] impact assessments could possible meld well with the vice chair position as they have no concrete tasks and just generally act as a sort of understudy to the chairperson
Secretary – responsible for official communications with BMs and recording meetings
Treasurer – oversees all matters related to the organization’s finances, property, and budget
Often the Treasurer is delegated simple governance powers, e.g. signing off the CEO’s expenses, approving significant expenditures that are not large enough to need a full board meeting. But there are other responsibilities too, like reviewing the annual audit and being ready to answer other BMs questions about it.
Advisory Structure
Conceived by Aird, it’s more general than the rest in not having fixed positions and instead focusing on important aspects, listed below in order of importance:
Very low likelihood of actually using their legal powers as board member in a way that’s harmful to the org’s mission (in particular, trying to replace the CEO for bad reasons)
Adding to the org’s credibility and prestige among people it’s important for you to seem credible and prestigious among (you might need multiple impressive people to represent each group’s values)
Willingness & ability to open relevant doors for you, alert you to relevant opportunities, and improve your network
Very low likelihood of harmfully using/sharing information that you privately share with them
Willingness and ability to provide useful advice and feedback on your work at least (say) quarterly
This is meant to go in conjunction with a set of informal advisors with a different priority set (see Informal Advisors below)
Skills Based Structure
Always necessary
Subject Matter Expert: someone with expertise in the field that the organization is operating, e.g. an EA global poverty charity should have somebody with international development experience, e.g. J-PAL
Accountant: someone with a good grasp of accounting, e.g. Big 4
Business Strategist: someone with a business strategy background, e.g. Tier 1 strategy consulting
Manager: someone with experience of line managing several people
Impact Assessment: someone with experience assessing impact
Staff Liaison: a board member who is designated with the duty, “Talk to employees a lot, offer them confidentiality as requested, try to build trust, and gather information about how things are going.” Things like regular “office hours” and showing up to company events can help with this (Holden)
Circumstance specific categories:
For start-up NPs: someone with entrepreneurship experience;
For NPs aimed at systemic change: someone with advocacy and/or public policy experience
For NPs involved heavily with technology: someone with tech experience
For NPs working with disadvantaged groups: someone from that group
Worth considering
At least one of each gender (more if the board is large)
Experience with org building/scaling (EV)
Example Structure (EV)
Chairperson (coordinates the board, sets the agenda, checks in with CEO)
Commitment, well-organized, deeply cares about the mission, and that ET is doing well.
Experience with strategy on research training programs/similar and with ecosystem
Familiarity with research environment
Deep knowledge of our services
Shares values around making ET more well-governed and professional
Good judgment, common sense
Sustainability specialist (fundraising, legal, large organizational risks)
Experience with Funding landscape, legal and financial operations
Experience with building/running organizations
Ops specialist (intermediary between the board and org)
Experience with operations, potentially a chief of staff
Social skills, communication skills
(2) Strategy specialists (regular meetings with org, generally keeping up to date with org outputs)
Experience with strategy on research training programs/similar and with ecosystem
Familiarity with research environment
Deep knowledge of our services
Member (person meant to represent the target group)
Recent involvement in that group
Treasurer (making sure the org operates within its budget by e.g. signing off on the CEO’s expenses)
How to Find Them (Hiring)
Job Descriptions come first, as they are essential to avoiding a default stage of boards where individual responsibility is unclear and the bystander effect takes over. Below are some recommendations for what to put into this ala Good Governance:
An in depth organizational overview
A list of must have values and critical gaps that need filling
A board matrix should be completed to figure out the relative strengths and weakness of a board’s composition which can then be used to identify the target features of the next candidate
[Bonus] Minor gaps that need filling and and overview of current strengths from other BMs
Information on the operations of the board, like when and where meetings are, how long they are, etc.
Clearly stated expectations, like time commitment, and serving for three years
Candidate search (carried out by the board in conjunction with the CE)
Good Governance has a directory you can view here, or alternatively you can message them here with a short spiel (<200 words) to have them reach out
High Impact Professionals also has a directory, but with a wider range of quality
Application form sent out
Note that Good Governance can manage the application process, get in touch here
CV stage (1-3 people review applications)
Interview stage (2-5 people ask the candidate questions live)
Consider asking for the candidate to critique something the organization is doing
Avoid actively misleading people about what you’re after and what you’ll do, and ideally try to ensure their understanding of the situation matches yours (Aird)
Questions from ET to assess some of the desired traits from above:
Why are you interested in this role?
What do you think your main roles and responsibilities are as a board member?
How do you think you can contribute to the mission of Effective Thesis?
What challenges and opportunities do you see for ET within the wider education/research,/coaching/EA/non-profit landscape?
Do you think ET should aim to grow quickly or slowly? How would you balance the growth of ET versus maintaining its current public image and impact?
It’s sometimes said that non-profit boards are not as valuable as they could be. Do you agree? If so, what can be done to make nonprofit boards more valuable and effective?
How would you like to work/interact with the CE?
What challenges do you think you’ll face, and how would you solve them?
What do you think is the best way for board members to work together?
If you believed the CE was not performing as well as expected, what would you do as part of a team of board members?
How do you deal with interpersonal conflict?
Deciding
When
Selection takes place by default at the first annual meeting, but can happen at other times if specified in the bylaws
How
Good Governance recommends for each reviewer to independently rate each candidate against each criteria (set out for the position) then discussing the ratings and where they diverge
Testing
It might be good to test out the relationship before committing to it long term
You could set up 1-3 calls with 1-3 month gaps between them, see how useful that ends up seeming, and then decide whether to set up further calls, increase the frequency, decrease the frequency, or drop this entirely. And even if you can’t trial first, simply sending them something to get their feedback could be useful
Each candidate should be invited to a board meeting before being asked to join
Onboarding
Organizations should have a clear onboarding practice spelled out, something that hits the highlights of this checklist
Running a Board
How a Meeting Should Go
1. Board business. This should be short. Get it out of the way quickly.
2. Big picture summary. A short, high-level overview of the state of the company.
3. Quick review and discussion of key metrics. You’ll want to pay particular attention to those metrics that impact company strategy. These metrics should all have been in the slides sent out 48–72 hours earlier.
4. Follow-up items from last meeting. You can also do this section after the strategy topics. Really what you want is a large block of time to focus on strategy.
5. Discussion of 2–3 key strategy topics important to the company. These topics and background on them should have been in the slides sent out 48–72 hours earlier.
This is where the focus is, and most of the time should be spent here
How to Make It Go Well
I think a good template for a board member, when sharing an opinion or reaction, is either to (a) explain as they’re talking why this topic is important for the board’s main duties; or (b) say (or imply) something like “I’m curious / offering an opinion about ___, but if this isn’t helpful, please ignore it, and please don’t hesitate to move the meeting to the next topic as soon as this stops feeling productive.” (Holden)
If the chair of the board is an employee or the CE, making sure to have a separate Lead Independent Director that can serve to speak exclusively for the board is important (Holden)
Create a division of labor (Holden)
Specialists (“Board member X is reviewing the financials; the rest of us are mostly checked-out and/or sanity-checking on that”);
Subcommittees (“Board members X and Y will look into this particular aspect of the CEO’s performance”);
Board Chair/Lead Independent Director (assign responsibility for the tasks and set the agenda for the meeting)
Keep it simple for smaller, newer orgs and don’t worry too much on prioritizing a board early on (Holden)
Have closed sessions without the CE or other employees. It’s a common mistake to ask “Does anyone want the closed session today or can we skip it?”—this puts the onus on board members to say “Yes, I would like a closed session,” which then implies they have something negative to say. I think it’s better for whoever’s running the meetings to identify logical closed sessions (e.g., “The board minus employees”), allocate time for them and force them to happen (Holden)
How to Fix It
At some point, you may very well go, “That person needs to be either changed or ejected.” Sometimes when I’m looking at a startup and there’s a problematic board member, I know that the primary role of the next board member—if the problematic board member can’t be changed—is to be a catalyst. (Hoffman)
Advice to Board Members
Communicate uncertainty when you bring ideas, saying something like “look, I don’t know and you should feel totally fine to say, ‘That’s interesting, but it’s not on the short list right now.’” (Hoffman)
Good Questions to Consider
When the CEO asks the board to approve something, how should they engage? When should they take a deferring attitude (“Sure, as long as I don’t see any particular reason to say no”), a sanity check attitude (“I’ll ask a few questions to make sure this is making sense, then approve if nothing jumps out at me”), a full ownership attitude (“I need to personally be convinced this is the best thing for the organization”), etc.? (Holden)
How much should each board member invest in educating themselves about the organization? What’s the best way to do that? (Holden)
How does the board know whether the CEO is doing a good job? What kind of situation should trigger seriously considering looking for a new one? (Holden)
How does a board member know whether the board is doing a good job? How should they decide when another board member should be replaced? (Holden)
Is it better to be specific or to leave options open when setting out bylaws surrounding boards (i.e. “The board will be 6 members” or “the board will be at least three and no more than fifteen”)?
Extra Things
Legal Liability
Summary: It’s quite complicated what liability BMs have in a given situation, but generally speaking if a board member acts in good faith with diligence and care, they are unlikely to be found liable.
General duties:
Duty of Care: The individual should act in the way that a reasonable person would in a similar position and under similar circumstances.
Duty of Loyalty: the organization has to be put first, BMs must remain honest about business ventures that pose a COI and must never use the position for personal gain.
Duty of Obedience: BMs should follow through by supporting board decisions and implementing policies as outlined
Specific duties, ensuring the NP:
follows all tax requirements
complies with anti-trust laws
abides by civil rights laws
manages funds effectively
Some specific situations that increase the risk of personally liability:
Actions and activity that intentionally cause injury, harm or damage to persons or property
Personal participation in the tortious conduct of a NP’s employees (tortious conduct is conduct that subjects the actor to civil liability under the law)
The knowing approval of criminal acts or active involvement in criminal activities by the organization
Personal involvement in a contract involving the NP that is tainted by fraud
Active participation in a transaction approved by the board with an entity in which the board member had a substantial personal or financial interest.
Federal and State Statutes: The federal Volunteer Protection Act shields individuals acting in good faith within the scope of their position, as long as their actions are not criminal, negligent, or reckless. State volunteer protection statutes must provide at least the same level of protection as the federal law.
Indemnification Provisions: Many NP organizations have indemnification provisions in their bylaws, which state that the organization will cover legal expenses incurred in a lawsuit. However, the provision may become null and void if the board member acted in bad faith or if the organization lacks sufficient funds.
NP Insurance Coverage: NP organizations should consider purchasing insurance to provide additional coverage beyond indemnification provisions. The following policies are relevant:
Directors’ and Officers’ Liability (D&O) Insurance: Protects directors and officers against employees, clients and community members serviced by the organization. Specifically, D&O provides coverage for discrimination, harassment and wrongful termination claims (which have been brought against NPs)
Commercial General Liability (CGL) Insurance: Protects volunteers and employees from bodily injury and personal injury claims.
Personal Liability Insurance
Workers Compensation Insurance: Some states allow organizations to cover volunteers in the event that they are injured while on the job.
Automobile Liability Insurance: Coverage is needed for volunteers operating vehicles while working on behalf of the organization.
Ways to mitigate risk of board liability:
Provide regular communications to the board to keep the governing body apprised of programmatic developments, major contractual relationships, staffing changes, stakeholder concerns, threatened or ongoing claims and litigation, and fundraising trends and forecasts
Keep the board apprised about the steps the organization has taken to protect the NP and its governing team, including the promise of indemnification found in the bylaws and details surrounding the NP’s directors’ and officers’ liability insurance (“D&O”) and other liability coverages.
Hold each and every board member accountable for their commitments, from the beginning of their term of service until the end
Help the board understand its responsibility to disclose actual and potential conflicts of interest (COIs). The best way to address COIs is an annual review combined with a process for dealing with COIs when they come up, perhaps recusing themselves from discussion where the COI might affect their decision.
For example, NPs that have two BMs who have a family or business relationship must disclose these reportable relationships on the IRS Form 99
Ways to mitigate risk of personal liability:
Carefully and fully prepare for meetings. There is a legal duty that requires “the care and concern of a normally prudent person” when making board decisions, so failing to adequately prepare for a meeting could serve as a violation of this duty
Vote yes only when you are confident it is the right choice, opting to push for further reflection or study if you are uncertain, or voting no if you truly believe it won’t be in the best interest for the organization
Always alert others if you think someone within the organization has acted in a way that is illegal, unethical, fraudulent, or in violation of specific regulatory requirements for the organization
Informal Advisors
Your board of advisors can be only and all people you’d want as an informal set of advisors anyway. But it doesn’t have to be. And my guess is that in most cases the board & informal set of advisors should be overlapping but not identical groups.
Contact
These advisors should be kept up with individually, and ideally by the person running the org
For all of your “main” advisors and some of your other ones, recurring 30-75 minute meetings once per ~1-3 months
It might be useful to also have a running doc with each person to facilitate ease of communication between meetings
Share some written materials for context and a written explanation of any key uncertainties/decisions/materials you want input/feedback on (less than three pages) ~1-5 days before each call, and request that the advisor read this in advance.
Time Commitment
This would involve you asking them to agree to invest enough time to give informed advice and feedback on your work at least (say) once per quarter, including spending time at least once per quarter learning enough context on your work, plans, obstacles, etc.
Order of priority in choosing someone (top to bottom)
Willingness & ability to provide useful advice and feedback on your work at least (say) quarterly
This means that it may often be unwise to get especially prestigious people for your informal set of advisors (since they may be too busy to engage), and it may often be good to get junior people who aren’t extremely knowledgeable or connected but are sharp and really motivated to be helpful for your org
Willingness and ability to open relevant doors for you, alert you to relevant opportunities, and improve your network
Very low likelihood of harmfully using/sharing information that you privately share with them
Adding to (and not detracting from) the org’s credibility and prestige among people it’s important for you to seem credible and prestigious among
Read More
[Book] Boards that Lead (Holden read to inform his account though, so likely less new information than you’d expect)
[Article] Boardsource Board Recruitment (series of articles that might be mildly useful)
[Article] Boardsource 10 Responsibilities of the Board (links to a bunch of documents to help execute on some of their stated responsibilities)
- ^
This is likely missing further advice that hasn’t been written down, so this is far from complete. The problem is that there’s a fair bit of writing on this, but it’s very hard to tell quality advice apart from poor advice, and very few EAs have publicly written down their own thoughts.
Executive summary: This exploratory guide compiles and organizes advice from EA-aligned and mainstream governance sources to help founders structure effective nonprofit boards, emphasizing clear roles, mission alignment, and board member capacity over prestige, while acknowledging uncertainty and variability in best practices.
Key points:
Clarify board structure and responsibilities early on — Founders should decide not only formal roles (e.g. Chair, Treasurer) but also the board’s intended function (e.g. governance vs advisory) and processes (e.g. agenda setting, CEO evaluation cadence).
Prioritize board members with time and relevant skills — Multiple sources warn against filling boards with high-status individuals who lack capacity, advocating instead for members who bring specific competencies and are willing to engage.
Define success and organizational trajectory — A clear, actionable vision for the nonprofit helps guide board composition and strategic decision-making; vague goals like “reduce AI x-risk” are insufficient.
CE oversight is a critical board duty — The most universally agreed-upon responsibility is hiring, evaluating, and if necessary, replacing the CEO, with recommendations for regular, structured assessments.
Legal and practical responsibilities require attention — Boards must comply with governance standards and may consider liability insurance, term limits, and clear voting protocols; practical templates and decision frameworks are provided.
Advisory structures and informal advisors can complement governance — Especially in early stages, having a mix of legal board members and informal but reliable advisors can balance risk management with flexibility and insight.
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