Board Member Agreements

Board members are often asked to sign agreements as part of their responsibility on the board. These reflect the organization’s policies. A breach of an agreement is often grounds for a board member’s termination. Examples of such agreements include:

  • Confidentiality and/or Privacy Agreement—Board member is asked to respect the confidentiality of information gained as a result of serving on a board such as client information, personnel, membership, finances, etc.
  • Conflict of Interest—Requires a board member to declare if he/she has a personal interest in an area that is of interest to the organization. Being in a conflict position does not automatically disqualify a board member, but not disclosing the conflict can lead to a breach of the agreement.
  • Code of Conduct—Boards may develop codes of conduct that cover everything from communication protocols, use of expense accounts, dress codes and language used at board meetings. Generally, non-profit organizations with volunteer board members are less formal on conduct rules; however, there may be overall rules and expectations about respect for the organization and other members. Any such rules are often included as part of a board member’s job description.
  • Competition—This applies more to individuals who in their working life may be involved in the same line of business as the organization for which they are also a board member. It protects the organization from people who may gain inside information, or skills and experience, from serving on a board and then use that knowledge and information to compete with the organization to offer services.

While it’s true that agreements may seem overly ‘formal’, especially when a board is working well and there is strong communication and trust among members, when boards aren’t working well this is often a time when it helps to have agreements to fall back on.

Creating a Mission and Vision

One of the board’s key responsibilities is to define the mission of the organization. The mission, or purpose, is the reason the organization exists. The mission informs the organization’s values, objectives, policies and procedures. The board, its committees, its staff and its members work to achieve the mission while ensuring the organization works with integrity, transparency, efficiency and accountability.

Vision is based on a future state the organization is working toward. For example, Every adult will have access to free literacy services is a vision understood by everyone in the organization and forms the basis for decision making.  Mission is the way in which the vision is realized. Organization ABC will provide free literacy services to adults in Southwestern Ontario is an example of a mission. To use another example, Community Literacy of Ontario’s mission statement is to support, promote and provide a united voice for Anglophone community-based literacy programs in Ontario.

The United Way’s Board Development resource suggests the following items to consider when developing a mission statement:

  • What is the organization’s vision of its future?
  • What will distinguish the organization from similar organizations?
  • How do the organization’s values relate to its vision?
  • What results and/or benefits can the members or clients of the organization expect?

Creating a Strategic Plan

Strategic planning is a critical role for boards. It involves looking ahead, making decisions and taking appropriate action to avoid pitfalls and bring about improvements in an organization. This process results in a strategic plan for the organization that often covers a two to five year period. Both the process and the plan provide direction and goals for the organization but also have a direct impact on programs and services, the number and role of committees, resources needed, governance and staff structures.

Two key points to remember about strategic planning is that the process is as important as the plan and that the planning process is a continuous one. You can learn more about strategic planning and follow a step-by-step process designed for literacy agencies by visiting Community Literacy of Ontario’s self-study training module on Strategic Planning at the Literacy Basics website.

Here is an example of Community Literacy of Ontario’s previous strategic plan ; you can view it at:




Many boards decide to hold retreats, focus groups, or other professional development events to help them define the roles and responsibilities of their boards and directors and evaluate their performance. These events can also serve as a platform for further governance development such as creating a mission statement, drafting job descriptions and designing a strategic plan.

CLO held such a board development focus group. The questions put forth to the board members can be a template for a similar activity you may want to organize for your board.

  1. What do you see as your board’s job?
  2. What do you see as not being a role of your board?
  3. Name three key board responsibilities.
  4. What does your board do well? Not so well?
  5. How do you provide board orientation, training and ongoing support?
  6. What are your strategies for board recruitment and succession planning?
  7. How does board evaluation happen in your agency?
  8. What tools and resources have helped your board be more effective?
  9. What are your tips for effective board meetings?

learn Additional Resources

  1. Imagine Canada’s “Sector Source” contains a wealth of free, practical resources related to board governance. Don’t leave home without it!:
  2. Community Literacy of Ontario hosted two helpful podcasts on Board Roles and Responsibilities. Just click on these links to access them: Part 1 and Part 2.
  3. Coloring Outside the Box…One Size Does Not Fit All in Non-profit Governance. This newly-released study presents findings and recommendations from community and organizational leaders about ways to improve board function and effectiveness, and proposes discussion questions to facilitate conversations between staff and board leaders about their roles and responsibilities in maintaining the culture and values of the organization.
  4. Online Modules to Help You and Your Board Clarify Roles and Responsibilities. The Board Development Program, in partnership with Alberta Library Trustees Association, has developed an online learning module to help new board members and library trustees (and those looking for a refresher) to strengthen their governance skills. This module has sound, text and graphics to guide you through the content.
  5. Sample Governance Policies, by Mel Gill from The Institute on Governance, covers board structures, board roles, committees and many other key topics.
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