Structure and Lifecycle of Nonprofit Boards

Organizational and board structures vary widely based on the age, budget size, and sometimes the discipline of the organization. These structures are defined in the initial charter documents of the nonprofit organization, namely, the by-laws and articles of incorporation. However, board structures evolve over time as the organization matures and shifts key tasks and areas of responsibilities from the board to staff and vice versa. These changes require regular amendments to by-laws and may include:

  • Minimum and maximum number of board members
  • Quorum
  • Officer positions
  • Term limits
  • Committee structure
  • Number and frequency of board and committee meetings

In the board of directors overview, we aluded to organizational stages of development and how they can impact the work and structure of the board. "Working boards" are often associated with younger, smaller organizations, while "policy boards" are generally indicative of maturing, larger organizations. There are a number of theories about the stages of development of nonprofit boards and their organizations, and the majority of these lifecycle models are fashioned on biological analogies of birth, infancy, adolesence, maturity, and middle age.

Below are a number of links to resources that explore structures and lifecycles in more depth, and the charter documents including by-laws and articles of incorporation that should define these structures.

Resources

  1. Idealist.org: Charter Documents
  2. All Business Article: What are corporate by-laws?
  3. Foundation Center: Resources on nonprofit by-laws
  4. Sample by-laws of a not-for-profit corporation from Lectric Law Library (PDF)
  5. Sample By-laws for Boards without Voting Members from Minnesota Council of Nonprofits (PDF)
  6. Sample By-laws with Voting Members from Minnesota Council of Nonprofits (PDF)
  7. Sample Articles of Incorporation from Minnesota Council of Nonprofits
  8. Organizational lifecycle and how it affects your board by Brody and Weiser
  9. Donnelley Foundation: Life cycles of small arts organizations