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The Wisconsin/Nicaragua Partners of the Americas, Inc., a 501©3 non-profit organization, is controlled by its Board of Directors. Although the board has the rightful power to delegate its authority to officers, employees, and to a certain extent, other organizations, the ultimate responsibility for the Partners organization rests with the board. The directors may not lawfully abdicate their duty in favor of anyone else.
The directors of a non-profit organization are expected to act as representatives for its members, staff, and clients as well as the public-at-large and are accountable to such people for their conduct. Directors must not only protect the interests of the institution but must also refrain from doing anything to cause injury to the organization or to deprive it of the advantage that their skills and abilities might properly bring to it.
Directors of non-profit organizations are required and expected to discharge their duties in good faith and with a degree of diligence, care, and skill that ordinarily prudent people would exercise under similar circumstances in like positions.
Directors must act in good faith. They may, of course, seek the advice and informative guidance of others but in the end, must use their own judgement in coming to a final decision. As a representative, a director's power must be exercised for the benefit of the organization and all of those for whom it exists to serve with full honesty and reasonable efficiency. Directors should use common sense, practical wisdom, and their own informed judgement in the fulfillment of their responsibilities.
Directorship should be considered a responsibility, not just an honor. A director may make a valuable contribution to the organization through relevant inquiry and focused discussion on proposals and plans initiated by management. However, lack of objectivity and putting personal status and aspirations ahead of the needs of the institution may result in a misdirection of board activity. Care must be taken to oppose, if necessary, the position of dominant members of the board, if such opposition is appropriate.
One should consent to be a director only if prepared to devote to the partnership's affairs the attention and effort required to fulfill the responsibilities involved. This requires diligence in discharging the responsibilities involved in ensuring the current and future stability and well-being of the partnership as it pursues its stated mission.
It is important that current and future directors understand these basic responsibilities and duties. It is important that each director be aware of the generally accepted standards and functions of a board for a non-profit organization. Ideally, the board, Executive Director, and staff will form into a team, all of whom have various roles and responsibilities, working in unison to achieve common goals and manifesting a healthy, productive organizational culture.
Highly-effective and smoothly-functioning boards do not usually occur by chance. Purposeful effort must be invested in building a board that is capable and adequate to meet organizational needs. To this extent, the officers of the W/NP board are initiating a number of actions designed to increase the capacity of the Board of Directors to meet the emerging needs facing the organization.
Capacity building is something that good boards do for themselves in a regular, ongoing way. It is a process that provides the correct impetus for many actions - training, recruiting new members, governance, structure, charges to committees, leadership cultivation and development, strategic agency planning, and the ability of the board to assist in securing adequate financial resources.
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