Board Composition and Stakeholder Representation

The number of board members required to be in place on an organization’s board is specified in the organization’s constitution and bylaws. This number can be changed with the approval of the board and the membership. Criteria around representation of stakeholders and clients are also laid out in an organization’s constitution although in some cases there may be guidelines imposed by a funder. For example, according to the guidelines of the Ministry of Advanced Education and Skill Development (MAESD) for funded Literacy and Basic Skills (LBS) regional literacy networks, 50% of the board must be comprised of representatives of funded LBS delivery agencies.

A general rule of thumb for non-profit organizations,  board composition is a minimum of five board members and ideally no more than eleven. It is also recommended that a board have an odd number of members so that ties when voting may always be broken.

The Pros and Cons of Small and Large Boards

(Source: The Non-Profit Board Development Workbook Edmonton Social Planning Council)

When seeking out stakeholders and/or clients of the organization to hold designated board positions it’s important to have specific job descriptions and roles clearly identified. For example, is the person representing, speaking on behalf of, or voting on behalf of a stakeholder agency or as an individual?

Boards may also choose to develop a policy in terms of client representation on a board. An example policy is:

Agency clients may be accepted as board members when it does not constitute an obstruction or conflict with provision of services to the client.

Before deciding whether clients or consumers will have a designated seat, boards should ask:

  1. What will the board and organization gain from their presence and perspective?
  2. What challenges, if any, does their participation create for the board and organization?

The answers to these questions will assist the board in making a decision and allowing for supports if needed. For example, it would be very important to have the input of a young person on a board that has a mission to serve youth, but it also may be necessary to appoint another board member to be mentor and support to this young person. In literacy, many agencies have adult learners serving on their boards, and these adult learners make invaluable contributions. For example, learners can provide their perspective on any proposed changes to delivery services. They can also provide feedback on the clarity of written board communications. Having a voice on the board of directors can help learners know that they have a say in how the agency operates. However, agencies may need to also consider ways to support adult learners on their boards, for example (depending on reading levels) providing help with reviewing agendas and minutes prior to a meeting.


Board-Staff Relations

As noted previously, one of the key responsibilities of board members is to hire and ensure an effective management team is in place. In most cases in non-profit organizations that means hiring the Executive Director (also may be known at the Chief Executive Officer, Administrator, Manager, etc.). From there, sometimes with input from the board, the Executive Director (ED) hires other staff.

The ED is the link between the board and other staff, and the board communicates its directives or human resource policies to other staff through the ED. Board and committee meetings are usually the place for the board and ED to communicate, share information and decide on work related to the organization. The ED is usually considered an ‘ex-officio’ member of the board, meaning he/she attends board meetings, participates in discussion, and receives and provides reports but has no vote.

Whether a board is preparing to hire an ED or conduct a performance appraisal of a current ED it’s important to clearly define the role, responsibilities and expectations of both the board and the ED.

Depending on the governance structure of the organization the relationship between the ED, other staff, the Chairperson of the board, and other board members will vary. However, the board is responsible for ensuring:

  • Development of the ED  job description which includes areas of authority, a summary of responsibilities and the communication and reporting protocols between the board and the ED
  • Interviewing, hiring and providing training opportunities for the ED
  • Conducting evaluation and performance appraisals of the ED on a regular basis

Depending on the circumstances related to hiring, an outgoing ED or external expert may also be called upon to play a role in this process.  Either way, the board is ultimately responsible for making the final decision.

The Hiring and Performance Appraisal of the Executive Director published by the Muttart Foundation ( is an example of a workbook that provides a board with tools and strategies for carrying out tasks such as developing job descriptions, developing a search committee, pre-interview activities, advertising, making the job offer, and templates for conducting evaluations and assessing the working relationship between the board and ED.

When boards and senior staff are supportive of each other it creates a strong team that in turn enhances the strength of the organization. Linda Conley, former board member of Community Literacy of Ontario and retired Executive Director of the Prince Edward Learning Centre, said the following about the importance of this support.

When they are working on things such as strategic planning or developing policies and procedures I do the leg work and present them with information and structures that they need to act effectively and efficiently.  I try not to bother them with too much detail about the day- to- day operation of the centre, but organize myself so that the centre benefits from the time and effort that they put into setting our direction.


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