Board of Directors: Roles & Responsibilities

Mission of the Council on Foundations

The Council on Foundations provides the opportunity, leadership, and tools needed by philanthropic organizations to expand, enhance, and sustain their ability to advance the common good.

Board Composition

The Council seeks diversity among the board’s 15 to 35 members in order to ensure that a range of perspectives, opinions, and experiences are recognized and acted upon in achieving the Council’s mission. The board, as a whole, represents a variety of philanthropic organizations and roles, diverse geographic regions, and asset sizes. The individuals who comprise the board represent a balance of characteristics including, but not limited to, gender, race, and ethnicity.

Responsibilities of the Board as a Whole

The Council on Foundations’ Board of Directors leads the field of organized philanthropy in advocating for public policy that supports philanthropy, promoting mutual learning, and raising the standards of practice. Working in partnership with the president and CEO (who is an ex-officio board member), the board:

1. Envisions, shapes, and advances the Council’s strategic direction and its distinctive role in the philanthropic landscape.
   • Frames the vision and values
   • Establishes and reviews the mission and philosophy
   • Sets priorities for programs and services
   • Assesses multiple strategies to further the mission
   • Actively seeks input on changing needs in the philanthropic and broader nonprofit communities
   • Identifies emerging issues
   • Participates actively in fulfilling the Council’s mission
2. Exercises active fiscal, governance, and operational oversight.
   • Ensures sufficient financial, human, and infrastructure resources
   • Monitors that resources are effectively deployed
   • Ensures that the organization and its directors comply with legal requirements and ethical standards
   • Promotes transparency in all actions and communications
   • Ensures an appropriate volunteer leadership structure (e.g., committees)
   • Plans for leadership continuity through board development and succession planning
   • Hires, gives direction to, supports, and evaluates the president & CEO
   • Assesses the relevance and effectiveness of governance, management, and services
3. Welcomes public interest and communicates openly.
   • Ensures the development and implementation of an effective public, media, and government relations program
   • Recognizes that the president and CEO is the Council’s chief spokesperson, representing the Council on Foundations to the public and to various stakeholders
   • Listens to and conveys the needs and concerns of stakeholder groups to the president and CEO and/or appropriate committees

Service Requirements

Each board member serves a three-year term and may be appointed to a second term for a maximum of six years. Board members receive no compensation and generally pay their own expenses. The board usually meets four times a year: once in February/March, in conjunction with the annual meeting, and again in June and December. One meeting is typically a multi-day retreat.

In order to understand the ongoing work of the organization, board members are also required to serve on at least one committee of the Council (e.g., public policy, corporate giving). Committees generally meet twice a year for one day at the Council’s offices. Committees and ad hoc work groups also meet periodically by phone between in-person meetings. Board member attendance at the annual conference, a three-day event, is also expected along with participation in occasional priority activities. In sum, board service requires a substantial time commitment and considerable time away from the office.

Responsibilities of the Individual Board Member

1. Is well informed about and supports the vision, mission, services, policies, and programs of the Council on Foundations.
2. Subscribes to the highest ethical standards.
3. Serves actively on the board, committees, and working groups.
   Examples: Attends meetings and participates regularly. Reviews meeting materials, prepares for discussion items, follows through on assigned projects, and reports on activities.
4. Identifies and fosters future leaders in the field.
   Examples: Mentors emerging leaders and nominates candidates for the Council’s board, committees, and other volunteer opportunities.
5. Is loyal to the Council and uphold its policies. When a conflict of interest or the appearance of a conflict exists, discloses the conflict and does not vote.
   Examples of policies: Attendance, conflicts of interest, discriminatory practices.
6. Serves as an ambassador for the Council on Foundations.
   1. Assists in member outreach
      Examples: Recruits, welcomes, and orients new members; assists in member retention.
   2. Advances and participates in special Council initiatives
      Examples: Advocates for legislation that supports philanthropy; participates in Foundations on the Hill or its successor initiatives; assists in fundraising for special initiatives; makes presentations at regional meetings.
   3. Seeks opportunities to integrate the work of the Council into other philanthropic efforts.
      Examples: Works with regional associations of grantmakers and affinity groups to identify such opportunities.
7. Serves as a resource to the field in Council programs.
   Examples: Suggests individuals to serve as speakers or moderators for conference sessions (or offers to assume those roles); writes for Council publications; offers information or referrals in response to member queries.
8. Periodically assesses one’s own performance and that of the board, as a whole.

Responsibilities of the Council on Foundations

• Orients new members and offers ongoing board development.
• Establishes the conditions for successful meetings.
  Examples: Sets meeting dates well in advance. Creates briefing material that is thorough, well-conceived, and succinct. Specifies desired action if any. Delivers material at least a week prior to meetings.
• Provides the information necessary to make strategic and policy decisions.
• Implements the will of the board.
  Examples: Acts on board decisions. Ensures board-mandated activities are adequately staffed and resourced.
• Respects board members’ commitment.
  Examples: Makes meaningful use of board member time. Assures involved members have an interesting and valuable board experience.

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If you wish to review the documents below, contact Johanna Van Dyke at Johanna.VanDyke@cof.org.

• Conflict of Interest Policy
• Confidentiality Agreement
• Statement of Ethical Principles
• Legal Duty of Care