Board of Directors

Board Training: Roles and Responsibilities

One of the hallmarks of an effective clinic is the leadership provided in the planning stages by an individual with a vision, and by those who signed on for the hard work in seeing that vision become a reality. Not only do Planning Team members bring expertise in the areas of medical services, legal matters, site development, fundraising, volunteer recruitment, accounting and community relations, but they bring the raw energy and commitment it takes to open the doors of the clinic for the first time. Their work is often marked by sacrifice, humility and a willingness to operate outside of their comfort zone for the sake of the patients who will be served by the clinic’s operations.

Common Pitfall

It would seem that this incredible group of dedicated and informed volunteers found in the Planning Team would be a natural pool from which to appoint an effective governing Board for the clinic. Nonetheless, the Planning Team is tasked with the details surround the clinic’s operations. A much different role is required of the Board of Directors.

Thus begins a period of challenging growing pains as the clinic evolves from a concept to a fledgling clinic and then to a stable, valued, trusted part of the community’s healthcare safety net. With some basic education of the role of the clinic’s Board of Directors, these challenges can be anticipated and addressed in a manner that honors the expertise of the Planning Team and acknowledges the need for a separate and distinct body of individuals dedicated to the governance of the clinic as required in the nonprofit model of business.

The Board of Directors is charged with the governance of this nonprofit entity. Overseeing the clinic’s:

  • Mission
  • Vision
  • Direction

While assuming legal accountability for:

  • The clinic’s operations
  • Fiduciary practices
  • Human resource practices

The skills and motivations required of the individuals who will serve as founding Board officers and members are not necessarily the same skills and motivations that constituted the effective planning team. Those clinic supporters who were happy to pick up donated supplies, to create a volunteer roster or to lend their medical expertise to the operations of the clinic are not necessarily the same individuals who will feel committed to, and even energized by the responsibilities of establishing accounting and personnel policies, of evaluating the directors performance, of developing fundraising and financial oversight strategies, all to support the clinic’s mission and strategic plan. When envisioning the long term impact your clinic can have on the health and vitality of your community, the planning team would do well to consider potential Board members who are known in the community for their skills in relationship building, facilitation, leadership, critical thinking, financial analysis, strategic planning, fundraising and perhaps prior experience in nonprofit governance. These Board members may or may not have a direct connection to the medical field; their passion for and dedication to the mission of the clinic will be a complement to the expertise represented by the staff and volunteers in the day-to-day operations of the clinic.”

Questions to Consider:

  • How to transition from the structure of a Planning Team to a structure that also includes the clinic’s initial Board of Directors?
  • What work of the Planning Team will transition to the Board and how will the two ensure healthy communication and a commitment to the common goal of building a strong infrastructure that will support the clinic’s success?

Two ways of conceptualizing this transition:

Approach I: 

Planning Team includes Legal Subcommittee whose responsibilities include:

  • Exploration and study of non-profit development materials, resources, and issues
  • Nomination of founding Board members informed by multiple sources
  • Development of plan to educate founding Board members on roles, responsibilities, and Board development issues
  • Preparation and submission of articles of incorporation to state
  • Writing bylaws
  • Preparation and submission of Form 1023 to IRS for 501(c)(3) tax-exempt recognition
  • Recommendation to Planning Team regarding what responsibilities should transition to Board of Directors and at what point. Some legal responsibilities require the immediate attention of the legal entity of the Board, some work can be maintained by the Planning Team through opening of the clinic, and some work will be transitioned as clinic staff are named and put in place.

Planning Team – as led by steering committee or executive committee – ensures all subcommittee work is unified in meeting task and timeline agreements.

Approach II: 

Legal Subcommittee (as a part of Planning Team) accomplishes items 1-6 in approach I, then:

  • Founding Board of Directors assumes their bull responsibility upon submission of articles and by-laws
  • Legal subcommittee continues work as needed as a part of Planning Team
  • Planning Team becomes a committee of the Board of Directors, meeting separately but reporting to the Board either by:
    • Planning Team Chair’s membership on Board of Directors
    • Report submitted to the Board
    • Planning Team Chair attends Board meeting to submit report

In this approach, the Planning Team continues to focus on clinic operations, while the Board focuses on the governance responsibilities. At the point in which one is named by the Board, clinic operations will be the responsibility of the Executive Director, who may lead the planning team if they remain operational.

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It can be difficult for a Planning Team to make room for community members who will assume a leadership and governance role with the clinic, support and evaluate the performance of the executive director, and establish direction and policy for the clinic. But while the genesis of your clinic may have emerged from a single leader or an inspired group of individuals, rarely do efforts at forming nonprofit organizations endure without an ever evolving understanding of the resources needed to remain robust and resilient. Just as the church flourishes when all members of the body come to acknowledge and use their gifts in service to others, so will your clinic flourish when such discussions and growth are a natural part of your early organizational development.

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