I, ________________________, understand that as a member of the Board of Directors of Karma Cat Rescue Society (KCRS) I have a legal and ethical responsibility to ensure that the organization does the best work possible in pursuit of its goals. I believe in the purpose and the mission of the organization, and I will act responsibly and prudently as its steward.

As part of my responsibilities as a board member:

  1. I will interpret the organization’s work and values to the community, represent the organization, and act as a spokesperson.
  2. I will actively participate in at least 80% of board meetings (reviewing pertinent information prior to each meeting) and 50% of special events. Special events include fundraisers, KCRS-hosted outreach events, etc. 
  3. Each year I will make a personal financial contribution at a level that is meaningful to me. 
  4. I will actively participate in one or more fundraising activities and I will create a personalized fundraising plan with the assistance of the Board of Directors President and/or the Development Director.
  5. I will actively participate in one or more Board Committees. 
  6. I will act in the best interests of the organization, and excuse myself from discussions and votes where I have a conflict of interest. 
  7. I will stay informed about what is going on in the organization. I will ask questions and request information. I will participate in and take responsibility for making decisions on issues, policies and other board matters.
  8. I will work in good faith with staff and other board members as partners towards achievement of our goals.
  9. I understand that confidential financial, personnel and other matters concerning the organization, donors, staff or adopters may be included in board materials or discussed from time to time. I agree that I will not disclose such confidential information to anyone and will take care to ensure that unauthorized individuals do not overhear any discussion of confidential information and that documents containing confidential information are not left in the open or inadvertently shared. 
  10. I will sign and abide by the KCRS Volunteer Code of Conduct. 
  11. I agree that for a period of one year from my departure with KCRS I will not solicit volunteers, staff/management, adopters, donors or any business affiliations for any other similar organizations.
  12. If I don’t fulfill these commitments to the organization, I will expect the board president to call me and discuss my responsibilities with me.

In turn, the organization will be responsible to me in several ways:

  1. I will be sent, without request, meeting agendas and minutes, quarterly financial reports and an update of organizational activities that allow me to meet the “prudent person” standards of the law (1).
  2. Opportunities will be offered to me to discuss with the executive director and the board president the organization’s programs, goals, activities, and status; additionally, I can request such opportunities.
  3. The organization will help me perform my duties by keeping me informed about issues in the industry in which we are working, and by offering me opportunities for professional development as a board member.
  4. Board members and staff will respond in a straightforward fashion to questions that I feel are necessary to carry out my fiscal, legal and moral responsibilities to this organization. Board members and staff will work in good faith with me towards achievement of our goals.
  5. KCRS will maintain a “Directors & Officers” insurance policy. 

If the organization does not fulfill its commitments to me, I can call on the board president and executive director to discuss the organization’s responsibilities with me.

Footnote: (1) The “Prudent Person Rule,” applied in many legal settings in slightly differing language, states that an individual must act with the same judgment and care as, in like circumstances, a prudent person would act.

Responsibilities for Boards

The Board of Directors governs the organization. The board is responsible for establishing the direction of the organization and for its financial, ethical and legal well-being. The board is also responsible for hiring the executive director and for ongoing oversight.

If directors are also fulfilling other roles within the organization, as they often are in humane organizations, they should have a clear understanding that this work is separate and apart from their role as board members. They must respect the authority of the appointed executive director and staff with regards to daily operations.

Responsibilities of nonprofit boards are of two fundamental types: governance and support. On one hand, the board, acting as the formal representative of the public, governs and provides oversight to the organization’s affairs. At the same time, board members as individuals support the organization by volunteering, raising money, and advising.

These governing responsibilities include:

  • Determining mission and purpose, and overall strategies, policies and priorities
  • Monitoring program performance and impact
  • Overseeing compliance with laws and regulations and fulfillment of contractual obligations
  • Safeguarding assets from misuse, and ensuring maximum use of resources
  • Financial oversight
  • Selecting/monitoring/evaluating/terminating the executive director

These governing responsibilities are performed by the board as a body or group: for example, while the board hires and evaluates the executive director, the board president does not have the same authority as a supervisor has over a subordinate. Instead, the board president acts as a convener and facilitator for the board, which as a group provides feedback and direction to the executive director.

The supporting responsibilities include:

  • Contributing to the organization’s fundraising success as appropriate to the individual (such as making a financial contribution, volunteering at fundraising events, making business contacts for the organization, soliciting cash and noncash contributions, etc.)
  • Assisting staff in raising funds
  • Acting as ambassadors to the community on behalf of the organization 
  • Volunteering and volunteer recruitment
  • Advising staff in areas of expertise, act as a sounding board for executive director and other executive staff
  • Lending names and personal credibility to the organization

These supporting activities are performed by board members acting as individuals. As a result, there are two types of role-switching that go on. On one hand, the board acting as a group is “the boss in charge” when determining overall organizational strategy, but as individuals, board members act to support staff in the implementation of that strategy, for example, by calling a list of donors given to them by staff.

On the outside looking in, or on the inside looking out?

When acting in its governing role, the board represents the interests of the community. It asks: Is this organization using public and private resources to benefit the community and the public? In a sense, the board stands in the community, looking through the door into the organization. But at the same time, board members also represent the organization’s interests to the community – acting as ambassadors to the community.

Who’s in charge? Who’s in charge now?

In organizations with paid staff, there are times when the board acts in its governing role – “the boss and in charge” – and other times when individual board members act to support the staff. Boards and staff often get confused over these differences. For example, in many boards there is tension over whether and how the board should be involved with fundraising. This tension can be cleared up by remembering that in its governing role, the board – acting as a body – is responsible for seeing that there is a realistic plan for bringing in the funds the organization will need, and for monitoring progress on the plan. This plan might include fundraised (contributed) dollars, but could also include fees, interest income from investments, foundation grants, the sale of books, and so forth. What’s important is that ensuring the existence of the plan is a governance responsibility – one in which the board acts as the “boss” and oversight to the staff-developed plan.

But in the support role, board members as individuals also help carry out that plan. In this role, they often act with direction from staff. For example, staff might generate a list of people who need to be called for an upcoming event, and distribute those names among the board members who have volunteered to do so. In this kind of work, the staff organizes and is responsible for the work, and delegates it to board members acting as individual volunteers.

Try distinguishing between the board’s governing role and board members’ supporting role in discussions. This simple approach – based on a complex understanding of governance – can often clear up confusing and frustrating discussions.

Board Member Term Limits

By agreeing to serve Karma Cat Rescue Society, a member of the Board of Directors agrees to participate in one 1-year term as a trial. Then, a board member may serve two consecutive 2-year terms for a total of five consecutive years.

After serving five consecutive years, a board member must rotate off the board for at least one year. During this time, they may choose to still participate in board committees, if appointed, but will not be part of the formal Board of Directors. After a one-year hiatus, the member may reapply to the Board of Directors.