Sabrina wrote:
The question right now is: what function does a Board of Director's serve, who should be on it, and how long do they serve? Are they compensated? What is different about an Advisory Board, and which do we need as a non-profit group. What officers should we have as a non-profit?

 Sabrina - I have spent many many years in non-profit work, as an exec director, as a board member, and as a consultant/trainer for non-profits.I may be able to help a bit with your questions re board of director responsibilities. (I give you the disclaimer now that I am not an attorney and this exchange does not constitute a coach-client relationship between us! You are encouraged to engage the appropriate professional for specific information and guidance on these issues.)

 Here, then, are some general notes that in my experience may be important for you to consider about boards.

 THE BUCK STOPS HERE. The board members are the final authority and are the legally responsible group for the not-for-profit (NFP) organization, and retain this responsibility even if they hire functionaries to do tasks. As such, they are expected to be informed, competent and cognizant of all actions taken in the name of the group.

 An Advisory Board, on the other hand, is just that: advisory. They have no legal authority to implement or cause to happen, and they also do not have any responsibility for what happens as a result of their advice.

 In the initial stage of creating this new entity, board members often come from the individuals who have the desire to create it. These will often be supplemented by people who can bring influence, skills, or resources to the effort. The total number of board members, the length of service, their assignments, etc., are frankly quite often developed on local convention...and the experiences the originators have had in dealing with other NFP boards! The number of OFFICERS and their roles are usually set by state law governing NFPs; and other expectations come from IRS (see more about this below).

 It certainly is not *usual practice* (in fact it MAY BE strictly prohibited) that NFP directors are paid for their director services. (The operating principle seems to be that no director may directly benefit from a decision he or she has the power to make.) 

ONE SIZE DOES NOT FIT ALL. The state in which the NFP is located specifies the steps that must be followed to gain recognition as a NFP, the number of OFFICERS a board must have, etc., and may also stipulate other limits and privileges. Therefore, contact with the CA Secretary of State will provide important guidance to you for meeting their requirements.

 Remember that there is a difference between being recognized as a NFP by the State of CA and as a NFP by the feds (IRS). These are two separate (but inexorably intertwined) identities for your group ...granted by systems that operate with their separate rules and regulations and expectations...and everything ties back to the group's mission (purpose). The purpose of an organization, more than almost anything else, establishes the paths that must be taken and the bridges that must be crossed.

 THEREFORE, here is what MY to-do list would look like:

 *Get clear as possible on this mission!

 *Collect info from similar organizations and study structure patterns.

 *Contact CA Secretary of State's office for forms and guidance. There will be someone who is in charge of NFP's. 

*Recruit a team of local, NFP-experienced people as a special task group to help us understand the steps to take to establish our structure.

 *An alternative, or add-on, would be to check with the local United Charities to see who can provide the training our group needs to get set up, and that our board will need to operate the organization. 

*Get professional, experienced legal help when that is called for, and be willing to pay for it. (Every attorney is not knowledgeable about NFP law, and asking for pro bono work from someone who specializes in another area may be too big a favor...ask instead for a referral to someone who specializes in NFPs. Everyone involved will feel better for it and we won't 'spend' favors inappropriately!)

 *Get all the advice we can, but understand that at some point our group will have to make the decisions and take the responsibility for them; therefore, we must be sure we believe in them, in each other, and our mission.

 Hope this helps!

 Reta Jones Nicholson
DreamMachine*Columbia, MO 65202
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