[Organization Name]

Board of Directors Meeting Agenda

Date: [Day, Month DD, YYYY] Time: [Start] to [End] Location: [Address, or video link] Called by: [Board Chair name]

Quorum requires [N] of [N] voting members present.

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1. Call to order and welcome (5 min)

Chair calls the meeting to order at [time]. Note attendance, absences, and whether quorum is met.

Present: [names] Absent: [names] Also attending: [staff, guests]

2. Consent agenda (5 min)

Items below are approved in a single motion, without discussion, unless a member asks to pull one out.

• Minutes of the [Month DD] meeting
• [Committee] report
• [Routine financial report]
• [Other routine item]

Motion: To approve the consent agenda as presented. Moved by [name], seconded by [name]. Result: [carried / failed]

Any board member may pull an item from the consent agenda for discussion. Pulled items move to New business.

3. Executive director report (15 min)

Written report circulated in advance. Discussion is for questions and direction, not for reading the report aloud.

Questions for the board:

• [Question 1]
• [Question 2]

4. Financial report (15 min)

Presented by [Treasurer name].

• Year to date against budget: [summary]
• Cash position: [summary]
• Items needing board attention: [list, or "none this month"]

Motion (if required): [e.g. To accept the financial statements for the period ending Month DD.]

5. Main business (30 to 45 min)

The one substantive decision or discussion this meeting exists for. Keep it to a single topic where possible.

Topic: [Name the decision] Background: [Two or three sentences, or reference the packet page] What we are deciding today: [Be specific. "Whether to approve X," not "discuss X."]

Motion: [Proposed wording] Moved by [name], seconded by [name]. Result: [carried / failed]

6. Committee reports (10 min)

Only committees with something requiring board attention. Everything routine belongs in the consent agenda.

• [Committee]: [one line]
• [Committee]: [one line]

7. Governance and board business (10 min)

• Terms expiring in the next [six months]: [names]
• Candidates in the recruitment pipeline: [count and stage]
• Outstanding compliance items: [e.g. conflict of interest forms not yet signed]

8. New business (5 min)

Items raised from the floor. Anything requiring real deliberation gets scheduled for the next meeting rather than decided now.

9. Executive session (if needed)

Board members only. Used for personnel, legal, or compensation matters.

Entered at [time]. Exited at [time]. Actions taken: [record decisions, not discussion].

10. Adjournment

Motion: To adjourn. Moved by [name], seconded by [name]. Adjourned at [time].

Next meeting: [Day, Month DD, YYYY] at [time], [location]

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Notes for whoever builds this agenda

• Put timings on every item. It changes how people behave in the room.
• If the agenda has three big decisions on it, you will make three bad ones. Move two to next month.
• Circulate the packet at least five days ahead. An agenda that arrives the night before guarantees an unprepared board.
• Anything that is purely informational belongs in the packet, not on the agenda.

[Organization Name]

Minutes of the Board of Directors Meeting

Date: [Day, Month DD, YYYY] Time: Called to order at [time]. Adjourned at [time]. Location: [Address, or "Held by video conference"] Presiding: [Board Chair name] Recorded by: [Secretary name]

Attendance

Present: [names of voting members] Absent: [names] Also present: [staff, guests, and the portion of the meeting they attended]

Quorum was [met / not met], with [N] of [N] voting members present.

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1. Call to order

The Chair called the meeting to order at [time] and confirmed quorum.

2. Approval of the consent agenda

Motion: To approve the consent agenda, including the minutes of the [Month DD] meeting. Moved: [name] Seconded: [name] Result: Carried [unanimously / by a vote of N in favor, N opposed, N abstaining]

[If any item was pulled, note which and where it was taken up.]

3. Executive director report

The Executive Director presented the written report circulated in advance. Board discussion covered [topic] and [topic].

[Record any direction given to staff. Do not record the discussion itself.]

4. Financial report

The Treasurer presented financial statements for the period ending [date].

Motion: To accept the financial statements as presented. Moved: [name] Seconded: [name] Result: Carried

5. [Main business item]

[Two or three sentences of factual background: what was presented, by whom, and what the board was asked to decide.]

Motion: [Exact wording of the motion as voted on.] Moved: [name] Seconded: [name] Result: Carried [unanimously / by a vote of N in favor, N opposed, N abstaining]

[Record any abstention and its stated reason, particularly where a conflict of interest was declared.]

6. Conflicts of interest declared

[Name] declared a conflict regarding [item], recused themselves from the discussion and vote, and left the room at [time], returning at [time].

[If none: "No conflicts were declared."]

7. Committee reports

• [Committee]: [One or two sentences. Note any action the board took.]
• [Committee]: [Same.]

8. Executive session

The board entered executive session at [time] to discuss [personnel / legal / compensation] matters. The session ended at [time].

Actions taken in executive session: [record the decision only, not the deliberation. If none: "No action was taken."]

9. Adjournment

Motion: To adjourn. Moved: [name] Seconded: [name] Result: Carried. The meeting adjourned at [time].

Next meeting: [Day, Month DD, YYYY]

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Minutes submitted by [Secretary name] on [date].

Approved by the Board of Directors on [date of approving meeting].

Signature: ______________________________ Date: ______________

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Notes for whoever writes these

• Minutes are a record of decisions, not a transcript. Write what the board decided, not who said what along the way.
• Record the exact wording of every motion. "The board discussed and approved the budget" is not enough. "Motion: To approve the FY[YY] operating budget of $[amount]" is.
• Always record recusals and the reason. This is the single most useful thing minutes do for you in a dispute.
• Avoid characterizing debate. "After a lengthy and heated discussion" helps nobody and can be used against the organization later.
• Draft them within a few days, while you still remember what happened. Circulate for approval at the next meeting, and once approved, do not edit them.

[Organization Name]

Conflict of Interest Policy

Adopted by the Board of Directors on: [Month DD, YYYY] Last reviewed: [Month DD, YYYY]

This is a starting point, not legal advice. This template follows the sample conflict of interest policy in Appendix A of IRS Form 1023, which is the recognized baseline for tax-exempt organizations. State nonprofit corporation law varies, and your bylaws may already say something about conflicts. Have a lawyer licensed in [State] review this before your board adopts it.

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Article I. Purpose

The purpose of this conflict of interest policy is to protect the interests of [Organization Name] when it considers entering a transaction or arrangement that might benefit the private interest of an officer or director, or might result in an excess benefit transaction.

This policy is intended to supplement, not replace, any applicable state and federal laws governing conflicts of interest that apply to nonprofit and charitable organizations.

Article II. Definitions

1. Interested person

Any director, principal officer, or member of a committee with board-delegated powers who has a direct or indirect financial interest, as defined below, is an interested person.

2. Financial interest

A person has a financial interest if the person has, directly or indirectly, through business, investment, or family:

• An ownership or investment interest in any entity with which [Organization Name] has a transaction or arrangement,
• A compensation arrangement with [Organization Name] or with any entity or individual with which [Organization Name] has a transaction or arrangement, or
• A potential ownership or investment interest in, or compensation arrangement with, any entity or individual with which [Organization Name] is negotiating a transaction or arrangement.

Compensation includes direct and indirect remuneration as well as gifts or favors that are not insubstantial.

For the purposes of this policy, "family" means [spouse or domestic partner, parents, siblings, children, and the spouses of any of these].

A financial interest is not necessarily a conflict of interest. Under Article III, Section 2, a person who has a financial interest may have a conflict of interest only if the board or the appropriate committee decides that a conflict of interest exists.

Article III. Procedures

1. Duty to disclose

In connection with any actual or possible conflict of interest, an interested person must disclose the existence of the financial interest and be given the opportunity to disclose all material facts to the directors and members of committees with board-delegated powers who are considering the proposed transaction or arrangement.

Disclosure should happen as soon as the interested person becomes aware of the matter, and in any case before the board discusses it.

2. Determining whether a conflict of interest exists

After disclosure of the financial interest and all material facts, and after any discussion with the interested person, that person shall leave the board or committee meeting while the determination of a conflict of interest is discussed and voted upon. The remaining board or committee members shall decide whether a conflict of interest exists.

3. Procedures for addressing the conflict of interest

• An interested person may make a presentation at the board or committee meeting, but after the presentation, that person shall leave the meeting during the discussion of, and the vote on, the transaction or arrangement that results in the conflict of interest.
• The chair of the board or committee shall, if appropriate, appoint a disinterested person or committee to investigate alternatives to the proposed transaction or arrangement.
• After exercising due diligence, the board or committee shall determine whether [Organization Name] can obtain a more advantageous transaction or arrangement with reasonable efforts from a person or entity that would not give rise to a conflict of interest.
• If a more advantageous transaction or arrangement is not reasonably attainable under circumstances that would not produce a conflict of interest, the board or committee shall determine by a majority vote of the disinterested directors whether the transaction or arrangement is in [Organization Name]'s best interest, for its own benefit, and whether it is fair and reasonable. It shall make its decision as to whether to enter into the transaction or arrangement in conformity with that determination.

4. Violations of the conflict of interest policy

• If the board or committee has reasonable cause to believe that a member has failed to disclose actual or possible conflicts of interest, it shall inform the member of the basis for that belief and afford the member an opportunity to explain the alleged failure to disclose.
• If, after hearing the member's response and making further investigation as warranted by the circumstances, the board or committee determines that the member has in fact failed to disclose an actual or possible conflict of interest, it shall take appropriate disciplinary and corrective action.

Article IV. Records of proceedings

The minutes of the board and of all committees with board-delegated powers shall contain:

• The names of the persons who disclosed or otherwise were found to have a financial interest in connection with an actual or possible conflict of interest, the nature of the financial interest, any action taken to determine whether a conflict of interest was present, and the board's or committee's decision as to whether a conflict of interest in fact existed.
• The names of the persons who were present for discussions and votes relating to the transaction or arrangement, the content of the discussion including any alternatives to the proposed transaction or arrangement, and a record of any votes taken in connection with the proceedings.

Article V. Compensation

• A voting member of the board who receives compensation, directly or indirectly, from [Organization Name] for services is precluded from voting on matters pertaining to that member's compensation.
• A voting member of any committee whose jurisdiction includes compensation matters and who receives compensation, directly or indirectly, from [Organization Name] for services is precluded from voting on matters pertaining to that member's compensation.
• No voting member of the board or of any committee whose jurisdiction includes compensation matters and who receives compensation, directly or indirectly, from [Organization Name], either individually or collectively, is prohibited from providing information to any committee regarding compensation.

Article VI. Annual statements

Each director, principal officer, and member of a committee with board-delegated powers shall annually sign a statement that affirms the person:

• Has received a copy of this conflict of interest policy,
• Has read and understands the policy,
• Has agreed to comply with the policy, and
• Understands that [Organization Name] is a charitable organization and that in order to maintain its federal tax exemption it must engage primarily in activities which accomplish one or more of its tax-exempt purposes.

Article VII. Periodic reviews

To ensure that [Organization Name] operates in a manner consistent with its charitable purposes and does not engage in activities that could jeopardize its tax-exempt status, periodic reviews shall be conducted. At a minimum, the reviews shall address:

• Whether compensation arrangements and benefits are reasonable, based on competent survey information, and the result of arm's length bargaining.
• Whether partnerships, joint ventures, and arrangements with management organizations conform to [Organization Name]'s written policies, are properly recorded, reflect reasonable investment or payments for goods and services, further charitable purposes, and do not result in inurement or an excess benefit transaction.

Reviews shall be conducted at least [annually / every two years], and the board shall record in its minutes that the review took place.

Article VIII. Use of outside experts

When conducting the periodic reviews described in Article VII, [Organization Name] may, but need not, use outside advisors. If outside experts are used, their use shall not relieve the board of its responsibility for ensuring that periodic reviews are conducted.

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Annual disclosure and acknowledgment statement

To be completed by every director, principal officer, and member of a committee with board-delegated powers, once per year.

Name: [Full name] Role: [Director / Officer / Committee member] Fiscal year covered: [FY YYYY]

I affirm that I have received a copy of the [Organization Name] conflict of interest policy, that I have read and understand it, that I agree to comply with it, and that I understand [Organization Name] is a charitable organization which, in order to maintain its federal tax exemption, must engage primarily in activities that accomplish one or more of its tax-exempt purposes.

Disclosures. List any of the following. Write "None" if there are none.

1. Employment, board service, consulting, or ownership interests you or a family member hold in an organization that does business with, competes with, or seeks funding from [Organization Name]: [Response]

2. Transactions between [Organization Name] and you or a family member, including gifts, loans, leases, and purchases of goods or services: [Response]

3. Any other relationship or interest that a reasonable person could see as affecting your judgment on behalf of [Organization Name]: [Response]

I agree to disclose any conflict of interest that arises during the year promptly, and before the board takes up the matter.

Signature: ______________________________ Date: ______________

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Notes for whoever adopts this

• Get a lawyer in your state to read it before adoption. The IRS sample is a solid baseline, but state statutes on interested-director transactions differ, and your bylaws may already contain a conflicting provision.
• Adopt it by recorded board motion, and put the adoption date in the minutes. A policy nobody voted on is hard to enforce.
• Collect signed statements at the same time every year, ideally at the first meeting after your fiscal year opens, so it becomes routine instead of a chase.
• The disclosure form is the part that actually does work. Most conflicts surface because someone filled in a box, not because they raised a hand mid-meeting.
• When a conflict comes up, record the recusal in the minutes with the time the person left and returned. Article IV exists for a reason, and future you will be grateful.
• New directors sign at orientation, not at the next annual cycle. Add it to your onboarding checklist so it never gets missed.

[Organization Name]

Board member role description

Approved by the Board of Directors on: [Month DD, YYYY] Reports to: The board as a whole Position type: Volunteer, uncompensated

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About us

[Organization Name] is a [501(c)(3)] nonprofit that [one sentence on what you do and who you serve]. We work in [geography], with an annual budget of about $[amount] and [N] staff.

Our mission: [mission statement]

Role summary

Board members govern [Organization Name]. They set direction, safeguard the organization's resources and reputation, hire and evaluate the executive director, and make sure the work stays true to the mission. They do not manage day to day operations.

The board is a group of [N] volunteers who share legal responsibility for the organization. Individual board members have no authority on their own. Authority rests with the board acting together, in a meeting.

Term and time commitment

Term length: [Three] years, renewable [once / twice], for a maximum of [nine] consecutive years.

Expected time: About [six to eight] hours a month on average, which breaks down roughly like this:

Commitment	Frequency	Time
Full board meetings	[Six] per year, [every other month]	[Two] hours each, plus [one] hour of packet reading
Committee meetings	[Monthly or as called]	[One] hour each
Annual board retreat	Once a year	[Half a day]
Fundraising and events	[Two to three] per year	[Two to four] hours each
Email, calls, and ad hoc requests	Ongoing	[One] hour a month

Meetings are held [in person at address / by video / in a hybrid format] on [the second Tuesday of the month] at [time]. Attendance at [75 percent] of full board meetings is expected, and the board reviews attendance [annually].

Legal duties

Every board member of a nonprofit corporation carries three legal duties. In plain language:

Duty of care. Pay attention and use good judgment. Read the materials before the meeting, show up, ask questions when something doesn't add up, and make decisions the way a reasonably careful person would with their own affairs. You don't have to be an expert. You do have to engage.

Duty of loyalty. Put the organization's interests ahead of your own. Disclose conflicts of interest, step out of votes where you have a personal or financial stake, and keep confidential information confidential.

Duty of obedience. Stay faithful to the mission and follow the rules. That means acting within the bylaws, honoring restrictions donors place on their gifts, and meeting the organization's legal and filing obligations.

If you want to read more about these duties, the National Council of Nonprofits publishes a plain-English overview of board roles and responsibilities.

What board members do

Governance and oversight

• Attend board meetings prepared, having read the packet in advance.
• Approve the annual budget and review financial statements at each meeting.
• Approve the annual audit or financial review, and review the Form 990 before it is filed.
• Hire, support, and annually evaluate the executive director.
• Review the strategic plan and track progress against it.
• Approve major policies, contracts, and commitments as set out in the bylaws.

Committee service

• Serve on at least one committee: [Finance, Governance, Development, Program, or Executive].
• [Chair a committee or take on an officer role at some point in your term, if you're willing.]

Ambassadorship

• Speak knowledgeably about [Organization Name] in your own community and networks.
• Open doors: introductions to potential donors, partners, board candidates, and volunteers.
• Attend [two] organizational events a year.

Compliance and paperwork

• Sign the conflict of interest statement annually.
• Sign the [confidentiality / whistleblower / code of conduct] acknowledgment.
• Complete board orientation within your first [90] days.
• Disclose conflicts as they arise, promptly.

Giving and fundraising

We ask every board member to make [Organization Name] one of their meaningful annual charitable gifts. What "meaningful" means is different for every household, and we mean that sincerely. There is no minimum, and no one will ever see your amount except [the executive director and the development chair].

Why we ask: [several] of our funders require us to report the percentage of board members who give. We aim for 100 percent participation, which is about the participation rate, not the dollar figure.

Board members also help with fundraising in ways that fit them. That might be making introductions, thanking donors by phone, hosting a small gathering, writing a handful of notes at year end, or reviewing a grant proposal. We'll ask what you're comfortable with rather than assign you something you'll dread.

[If your board has a specific give or get expectation, state the number plainly here instead: "Board members are asked to give or raise $[amount] annually, and we discuss this openly with every candidate before they join."]

What you get

• A real say in how [Organization Name] serves [community], with decisions you can point to.
• Governance experience: budgets, audits, executive evaluation, and strategy at the board level.
• Colleagues from [sectors] who care about the same work you do.
• Orientation, a board handbook, and a fellow board member as your first-year mentor.
• [Professional development budget, conference attendance, or training offered.]
• Directors and officers liability insurance covering your service.
• Honest information. You will hear about problems from us before you hear about them elsewhere.

What we ask you not to expect

• Board service is not a way to direct programs or supervise staff. That's the executive director's job.
• It's not a ceremonial seat. We take attendance and we notice.
• It's not a short-term commitment. A [three] year term is a real [three] years.

How to express interest

Talk with [name], [title], at [email] or [phone]. A first conversation is genuinely just a conversation, and plenty of people decide the timing isn't right. That's a fine outcome.

From there, the process usually looks like this:

1. An informal conversation with [name] about your interests and what we need.
2. A visit to see a program in action, or a meeting with the executive director.
3. A conversation with the governance committee.
4. An invitation to observe a board meeting as a guest.
5. Nomination and a vote of the board, then orientation before your first meeting.

The whole process takes about [six to eight weeks].

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Candidate acknowledgment (optional, for use once someone accepts)

I have read this role description, and I understand the time commitment, legal duties, and expectations it describes.

Name: ______________________________

Signature: ______________________________ Date: ______________

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Notes for whoever adapts this

• Fill in real numbers. "A significant time commitment" tells a candidate nothing, and vague asks are how you end up with disengaged directors who feel misled.
• Have the board approve the description, then hold current members to it too. A document that only applies to new people won't survive its first year.
• Be honest about the hard parts. Candidates who join with accurate expectations stay; the ones who were sold a lighter version resign in month eight.
• Say what you actually mean about giving. If you have a dollar minimum, print it. If you don't, don't imply one, and don't use language that makes a modest gift feel like a failure.
• Revisit it every couple of years, especially after a strategy change. The board you need in year five isn't the board you needed in year one.
• Send it before the ask, not after. It does a lot of screening for you at no cost.

[Organization Name]

New board member orientation checklist

New board member: [Full name] Term begins: [Month DD, YYYY] Orientation led by: [Name, title] Board mentor: [Name of assigned current board member]

Use one copy per new member. Check items off as they're done, and note the date.

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Phase 1: Before the first meeting

Documents to send

Send these as one packet, ideally in a shared folder rather than 14 email attachments.

• Welcome letter from the board chair
• Board member role description, signed copy returned
• Bylaws (current version, with the amendment date on the cover)
• Articles of incorporation
• IRS determination letter confirming [501(c)(3)] status
• Current strategic plan, or the board's stated priorities for [year]
• Approved annual budget for [FY YYYY]
• Most recent audited financials or financial review
• Most recent Form 990
• Last [three] sets of approved board minutes
• Current board roster with terms, officer roles, and committee assignments
• Staff organizational chart
• Committee charters or descriptions
• Program overview: what we run, who we serve, and how many
• Annual report or impact summary
• Board calendar for the year, with meeting dates, the retreat, and events
• Conflict of interest policy
• [Whistleblower policy, document retention policy, code of conduct]
• Certificate or summary of directors and officers liability insurance
• Board handbook, if you have one

People to introduce

• Board chair: a phone or coffee conversation, not just an email
• Executive director: a one-on-one, [45] minutes minimum
• Assigned board mentor, with a clear ask that they check in monthly for the first [six] months
• Treasurer, if the new member is joining the finance committee
• Committee chair for whichever committee they're joining
• Key staff members they'll interact with, by name and role

Logistics to handle

• Calendar invites sent for all board meetings for the next 12 months
• Added to the board email list or distribution group
• Access to the shared document folder or board portal
• Confirmed preferred email, phone, and mailing address
• Photo and short bio collected for the website and board roster
• Dietary needs and accessibility needs asked about, before the first meeting
• Told where to park, which door to use, and who to ask for on arrival

Paperwork to collect

• Signed conflict of interest disclosure and acknowledgment
• Signed board member role description or commitment form
• Signed [confidentiality agreement]
• [Background check consent, if your policy requires one]
• Contact and emergency contact information form
• Photo release for website and publications
• [W-9 or reimbursement form, if board members are reimbursed for travel]

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Phase 2: The first meeting

• Board chair introduces the new member at the top of the meeting, including a sentence on why they were recruited
• Board members go around and introduce themselves briefly, even if they think everyone knows everyone
• New member is seated next to their mentor
• Election or ratification of the new member is recorded in the minutes, with the term start and end dates
• Someone explains any acronyms out loud the first time they're used
• Chair explains how motions work here: who moves, who seconds, and how votes are recorded
• New member is told they're welcome to ask questions and that no question is too basic in their first year
• After the meeting, mentor or chair debriefs with them for [15] minutes: what made sense, what didn't

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Phase 3: First 90 days

Things to explain

• How the organization is funded: the top [five] revenue sources and what percentage each represents
• Where the money goes: the [three] largest expense categories
• How to read our financial statements, including what the board should watch each month
• The reserve position and what the board's policy on reserves is
• The difference between governance and management, with a real example from our history
• The board's decision-making norms: what needs a full board vote, what a committee can decide, and what the executive director decides alone
• Current open challenges, honestly stated: [the three things keeping leadership up at night]
• The history: how the organization started, and [two or three] turning points that explain why things are the way they are
• Our relationship with [key funders, partner agencies, or the parent organization]
• How fundraising works here and what the board's part in it looks like in practice

Experiences to schedule

• Site visit or program observation, with time to talk to staff who deliver the work
• Attend a committee meeting of the committee they've joined
• Attend one organizational event as a guest, with someone assigned to introduce them around
• [Meet a client, participant, or community member, where appropriate and consented to]
• Formal orientation session, [90] minutes, covering finances, governance, and programs, ideally with more than one new member at a time

Completion

• All paperwork from Phase 1 received and filed
• Added to the public board roster and website
• Mentor check-in at [30] days
• Chair check-in at [90] days: what's still unclear, and where do they want to contribute
• New member asked what was missing from this orientation, and the answer written down
• Checklist filed in the member's record

Orientation completed on: [Month DD, YYYY] Completed by: [Name]

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Notes for whoever runs orientation

• Send documents in one organized packet with a short cover note explaining what to read first. A folder of 20 unlabeled PDFs gets ignored.
• Give the mentor a real job, not just a title. "Check in monthly for six months and answer the questions they're too embarrassed to ask the chair" is a job. "Be a resource" is not.
• Orient people in cohorts when you can. Two or three new members going through it together ask better questions and give each other cover.
• Explain the finances properly. Not understanding the numbers is the most common reason capable board members stay quiet for a year.
• Be candid about the hard stuff early. New members find out eventually, and hearing it first from you builds trust, while hearing it later feels like a bait and switch.
• Ask every new member what the orientation missed, and fix one thing before the next person joins.
• Keep the completed checklist in the member's file. When a term renewal or a governance question comes up in three years, it's the only record that any of this happened.

[Organization Name]

Board skills matrix

Prepared by: [Name, title] As of: [Month DD, YYYY] Reviewed by: [Governance committee, on Month DD, YYYY]

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Scoring key

Score	Means
0	No experience in this area
1	General familiarity, can follow a conversation about it
2	Solid working knowledge, can ask the right questions and spot problems
3	Deep professional expertise, could lead the board's work here

Mark an asterisk (*) next to any score where the person is willing to be the board's go-to person on that topic. Expertise nobody is willing to use doesn't help you.

Ask members to score themselves. Self-scoring is faster, more accurate, and far less awkward than having the chair guess.

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The matrix

Board member	Term ends	Finance	Legal	Fundraising	HR	Marketing	Program	Technology	Governance	Community
[Name]	[MM/YYYY]	[0-3]	[0-3]	[0-3]	[0-3]	[0-3]	[0-3]	[0-3]	[0-3]	[0-3]
[Name]	[MM/YYYY]
[Name]	[MM/YYYY]
[Name]	[MM/YYYY]
[Name]	[MM/YYYY]
[Name]	[MM/YYYY]
[Name]	[MM/YYYY]
[Name]	[MM/YYYY]
[Name]	[MM/YYYY]
Members scoring 2 or 3		[N]	[N]	[N]	[N]	[N]	[N]	[N]	[N]	[N]
Target		[2]	[1]	[3]	[1]	[2]	[2]	[1]	[2]	[3]
Gap		[+/-]	[+/-]	[+/-]	[+/-]	[+/-]	[+/-]	[+/-]	[+/-]	[+/-]

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What the skill categories mean

Define these in writing before anyone scores themselves, or you'll get 10 different interpretations of "finance."

Category	What we mean by it
Finance	Reading financial statements, budgeting, audit, internal controls, nonprofit fund accounting
Legal	Contracts, employment law, nonprofit corporate law, risk and insurance
Fundraising	Individual giving, grant writing, major gifts, events, donor relationships
HR	Hiring, compensation, performance management, employment policy, executive evaluation
Marketing	Communications, storytelling, media relations, social media, brand
Program	Direct subject matter expertise in [our field: housing, early childhood, arts, conservation]
Technology	Systems and data, cybersecurity, website, choosing and running software
Governance	Prior board service, bylaws, policy, strategic planning, board development
Community	Relationships and standing in [the communities we serve], including lived experience of our programs

Add or swap categories to fit your organization. A land trust needs real estate. A clinic needs clinical and compliance. Nine to 12 categories is usually the right number, and past that the exercise gets tedious and people start guessing.

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Reading the results

Once the grid is filled in, look at four things:

1. Empty columns. Any category where nobody scores 2 or 3 is a real gap. Put it at the top of the recruitment list.
2. Single points of failure. Any category where exactly one person scores well is a risk. Check when their term ends.
3. The term-end column. Run the gap analysis again as if everyone whose term ends in the next 18 months has already left. That's the board you're actually recruiting for.
4. Overweight columns. Five people at 3 in fundraising and nobody in finance is a common pattern, and it's worth naming out loud.

Then write down the [two or three] priorities for this recruitment cycle in one sentence each, and give them to whoever is sourcing candidates.

Priorities for [year]:

1. [Skill or perspective, and why]
2. [Skill or perspective, and why]
3. [Skill or perspective, and why]

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Tracking representation

A skills matrix tells you what your board knows. It doesn't tell you whose perspective is in the room. Those are different questions, and it's worth tracking both, carefully.

Keep this separate from the skills grid, and follow a few rules:

• Voluntary, always. Every question gets a "prefer not to answer" option, and choosing it carries no consequence. Nobody is required to disclose anything about themselves to serve on your board.
• Aggregate, not by name. Report counts and percentages for the board as a whole. Don't publish or circulate a grid that pairs demographic data with individual names, and don't discuss individuals' responses in a board meeting.
• Ask what you'll actually use. Collect a category only if it will inform a decision. Data gathered out of habit is just risk sitting in a spreadsheet.
• Let people describe themselves. Offer open text or multi-select rather than forcing a single box.
• Store it securely with limited access, typically [the executive director and the governance committee chair] only, and refresh it annually rather than accumulating years of stale records.

Board composition summary

Category	Current board	Percentage	[Community served, for comparison]
[Race and ethnicity: category]	[N]	[%]	[%]
[Race and ethnicity: category]	[N]	[%]	[%]
[Gender identity: category]	[N]	[%]	[%]
[Age range: under 35]	[N]	[%]	[%]
[Age range: 35 to 55]	[N]	[%]	[%]
[Age range: over 55]	[N]	[%]	[%]
[Geography: neighborhood or region]	[N]	[%]	[%]
Lived experience of our programs	[N]	[%]	n/a
Preferred not to answer	[N]	[%]	n/a

Compare the current board column against the community you serve, and treat the difference as information rather than a scorecard. The useful question isn't "what's our number," it's "who is affected by our decisions and isn't in the room when we make them."

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Notes for whoever fills this in

• Do it once a year, before recruitment starts, not while you're already courting a candidate. A matrix built to justify someone you've already picked is a waste of an afternoon.
• Have members score themselves and send it back, then let the governance committee sanity-check obvious outliers rather than rescoring people.
• Score against the board you'll have after the next round of terms expire, not the board you have today. That's the whole point of the term-end column.
• A gap you can fill with a committee volunteer, an advisor, or a pro bono relationship doesn't need a board seat. Not every missing skill is a recruitment problem.
• Skills are the floor, not the ceiling. Someone who shows up prepared and asks good questions beats a credentialed director who reads the packet in the parking lot.
• Show the finished matrix to the full board, not just the governance committee. It's usually the moment people stop suggesting their friends and start suggesting the right people.