Paroon Chadha

Co-Founder & Chief Executive Officer

Fred Coulson

Founder and Managing Partner of Five Elms Capital

Bob Nye

General Partner, JMI Equity

Krishna Potarazu

Partner, JMI Equity

Mac Williams

Principal, JMI Equity

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What exactly is a board of directors? What are their key responsibilities?

Oftentimes, people associate the phrase “board of directors” with publicly held companies with shares listed on a major stock exchange. While it’s true that public companies depend on the leadership of a board of directors, they’re not the only type of organization that does.

Instead, boards of directors are the nucleus of many different types of board-led organizations, including public corporations, financial institutions such as banks and credit unions, non-profit organizations, and professional associations — just to name a few.

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Board of Directors, Defined

The phrase “board of directors” is often used interchangeably with other terms including “board of trustees,” “board of governors,” or even simply “the board.” Regardless of the chosen terminology, the board of directors is a group of individuals either elected or appointed to provide leadership and oversight to the organization it serves. The board is responsible for ensuring an organization is always moving towards achieving its mission and goals. 

Every public company is required to have a board of directors to represent its shareholders. However, many privately held companies and nonprofit organizations also have a board of directors in place.

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Board Elections

At publicly held corporations, board members represent shareholders. So, it’s probably not surprising that board members are elected by the shareholders themselves.

However, at other types of organizations, board members can either be elected or appointed; it all depends on the type of organization, industry regulations, and geographical location.

Once elected or appointed, board members typically serve on the board for a predetermined term. The length of a term varies from organization to organization, and it’s typically spelled out within the organization’s bylaws.

Both BoardSource and the National Association of Corporate Directors (NACD) recommend staggered terms. This allows an organization to bring on a certain number of new board members each year, avoiding a scenario where all members’ terms expire at the same time. If an organization uses staggered terms, elections might be held every year — but not for every seat on the board.

In addition, many organizations also set term limits for their board members. Term limits are an important way to ensure the makeup of the board continues to meet the evolving needs of the organization it serves. 

According to a report from BoardSource, 54% of non-profit boards have both terms and term limits. The most common term length for non-profits is three years, and the most common term limit is two terms. For corporate boards, the NACD’s recommended term limit is 10-15 years.

What Changed for Boards in 2021?

Everything. See the trends that shaped boards and their meetings in 2021.

Size and Structure of Boards of Directors

There’s no “one size fits all” size and structure for boards of directors. Instead, the size and structure depends on the needs of the organization — and is often spelled out in the organization’s bylaws. 

According to a report from the Conference Board, the median board size of companies in the Russell 3000 is 9. For companies in the S&P 500, that number is 12. On the other hand, per a report from Russell Reynolds Associates, the average size of a non-profit board is 30 members. 

When it comes to board size, it’s important for organizations to strike the right balance. If a board is too small, members are stretched thin. If it’s too large, it can be challenging for the board to operate as a cohesive group. 

Each organization has different roles within its board of directors. Some common leadership roles include president, vice president, secretary, and treasurer. 

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Board of Directors Responsbilities

The fundamental responsibility of a board of directors, whether it serves a publicly traded corporation, privately held business, or non-profit organization, is to provide leadership and oversight so the organization can reach its goals and achieve its mission. The specific responsibilities of a board depend on the needs of the organization. Organizations must make it a priority to ensure that every board member understands exactly what’s expected of them. 

Directors with certain roles on the board have additional responsibilities. Here are some common roles within a board of directors — as well as the responsibilities associated with each:

  • President: This person heads up the board and may also be referred to as the board chair. They’re typically the director that works most closely with the CEO or leader of the organization. 
  • Vice President: This director is always ready to assume the role of president in instances when the president isn’t available. They may also be responsible for specific assignments from the board president. 
  • Secretary: This member is responsible for preparing and maintaining important records, such as meeting minutes and committee reports. 
  • Treasurer: A board’s treasurer is responsible for monitoring finances and they often work with other board members to develop financial plans.

In addition, many boards have various subcommittees that are focused on different initiatives. Membership in those committees also carries with it certain obligations. For example, it’s common for a community bank board of directors to have a committee focused on loan approvals

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What Happens at a Board Meeting

As the name suggests, board meetings are formal meetings of the board of directors that take place at regular intervals — for example, quarterly, bi-monthly or twice a year. Regular attendance is required of all board members. 

Board meetings are typically led by the board president (or the board chair). During the meeting, board members have the opportunity to collaborate – either in-person or, more recently, via video conference. Issues are presented and discussed, tasks are assigned, and decisions are made. 

The secretary of the board (or someone appointed by the secretary) takes notes during the meeting – referred to as meeting minutes. Meeting minutes serve as the official record of what decisions were made, who attended the meeting, and anything else important that happened during the board meeting. 

Why Boards of Directors Need Board Management Software

Clearly, boards of directors are important to organizations of all types. But oftentimes, boards rely on outdated technology and paper-based processes to accomplish their goals. These clunky processes stand in the way of a board (and the organization it serves) reaching its full potential. 

Take, for example, board books. Countless hours are spent compiling and printing board books, and oftentimes, they’re not distributed until the board meeting. That means a good chunk of the meeting must be spent reviewing the books, rather than making decisions and taking action. 

Increasingly, however, organizations are moving toward digital-first board management by using board management software, such as OnBoard. 

Board management software gives board directors a single, secure source of truth for everything they need to be effective in their roles. And, it serves as a central hub for all board-related communications. 

With the right board portal, directors are no longer bogged down by inefficient communication and processes that are all too common on boards of directors. Instead, they can access everything they need, whenever they need it, from a single location. This decreases friction and frees boards up to make decisions and take impactful action to move the organization forward. 

Ready to upgrade your board’s effectiveness with OnBoard the board intelligence platform? Schedule a demo or request a free trial

Paroon Chadha

Paroon Chadha is Co-Founder & CEO of OnBoard and eScribe, online platforms for board and city council meetings for public, private, nonprofit and government sectors. He founded the parent company in 2003 at Purdue University and has headquarters in Indianapolis, with over 5,000 customers across North America, EMEA and APAC. OnBoard ranks as the No. 1 governance platform in online reviews and the No. 2 platform in North America by units sold. The company has been on Inc.500 and Inc. 5000 lists in the past.

Chadha serves on boards at Big Brothers Big Sisters of Greater Lafayette, Indiana University Simon Cancer Center, and PeaceTech Lab. Chadha frequently speaks and writes about board governance and entrepreneurship. A YPO member, and a proud Purdue University alumni, Chadha was designated a Purdue Innovator in the university’s Hall of Fame in 2013.

Fred Coulson

Fred is the Founder and Managing Partner of Five Elms. Fred is also the Founder and Chairman of Spring Venture Group, the largest digital insurance platform in the senior healthcare market.  

Before founding both Five Elms and Spring in 2006, Fred was a senior investment professional with TH Lee Putnam Ventures, a $1.1 billion private equity firm focused on software-enabled businesses.  

He holds a B.S. in Business Administration from the University of Kansas. Fred currently serves on the Board of Advisors for the University of Kansas School of Business as well as the Advancement Board for the University of Kansas Hospital and its Medical School.

Bob Nye

Bob has deep experience helping growth companies build value. He is currently a director of Adknowledge, AlertMedia, Benevity, Higher Logic, Level Access, and Raptor Technologies, as well as a member of the Mid-Atlantic Venture Association (MAVA) board of directors. Prior to joining JMI in 2005, Bob was a consultant with Bates White, an economic consulting firm focused on econometric and statistical modeling.

Krishna Potarazu

As a member of JMI’s operating team, Krishna works closely with portfolio companies to help accelerate growth and navigate operational challenges. He currently serves on the boards of CampusLogic, TimelyMD, and Unanet and is a board observer at CipherHealth, Jvion, SpaceIQ, and Yello. Prior to joining JMI in 2008, Krishna was a financial analyst in the general industrial group at Morgan Stanley.

Mac Williams

Mac joined JMI in 2016. He is responsible for sourcing and evaluating investment opportunities. Mac is a board observer at Alert Media, Businessolver, Higher Logic, and UKG. Prior to joining JMI, Mac was an analyst at Tiger Veda Management. Previously, he was an associate at New Mountain Capital and a mergers and acquisitions analyst at Lazard.