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Glossary of board terms

A | B | C | D | E | F | G | H | I | J | K | L | M | N | O | P | Q | R | S | T | U | V | W | X | Y | Z


A
AccountabilityThe capacity of a board to explain and take responsibility for its decisions, actions and performance and that of the organisation it governs.
AcquittalFulfilling or discharging obligations relating to funding arrangements.
Ad hoc committeeA temporary, single-issue committee set up to oversee a particular board task, such as finding a new CEO, site relocation, etc.
Adaptive capacity The ability of a board and the organisation it is overseeing to quickly and effectively respond to change.
AdministerTo manage or supervise.
Advisory boardAlso known as an advisory council, advisory committee, advisory group, etc. (1) A group set up as an adjunct to a governing board, often with expertise in a particular area, which acts in an advisory role. (2) A board that provides advice to the government on a particular issue.
Advisory committeeSee advisory board.
Advisory councilSee advisory board.
Advisory groupSee advisory board.
AdvocacyArguing on behalf of or representing an organisation to the wider public or carrying the views of stakeholders to the organisation.
AffiliationAn agreement or association between two organisations or individuals.
AgendaA list of matters to be discussed at a meeting, or things to be done.
AGMSee Annual General Meeting.
AllianceAn association of organisations or individuals working towards a common goal.
AnalysisExamination of a problem by separating it into separate parts before formulating conclusions or solutions.
Annual campaignA fundraising campaign that occurs every year with the aim of raising basic operational funds for a not-for-profit organisation.
Annual General MeetingA yearly gathering of members, usually held at the end of the financial year, during which the previous year's activities are reported. The AGM often also involves the election of new board members or office bearers and voting on any constitutional changes the organisation wishes to make.
Annual reportA report on a not-for-profit organisation's previous year's activities, usually including financial statements and forecasts for the future.
ArbitrationA conflict resolution process whereby a third party is given the power to make a determination.
ArbitratorAn impartial party with power to make a determination on a dispute.
AssetsAnything of economic value owned by a not-for-profit organisation, including cash, goods, supplies and property.
AssociationA collection of people who have come together to work for a particular cause or aim that does not involve making a profit for members. An association may be incorporated or unincorporated.
AuditA formal examination of an organisation's accounts and financial health, including issues of legal and financial compliance.
Audit reportAn auditor's statement detailing the auditor's (usually an accountant) opinion about the accuracy of a not-for-profit organisation's financial statements and compliance with legal and financial standards and laws.
AuthorityPower or permission to act or direct the action of others.


B
Benchmark A standard by which to judge or measure performance or activities and to set goals.
Best practices Successful procedures, practices or techniques of top-performing organisations.
Board A governing body that serves as an organisation's highest authority, steering it towards its mission and taking responsibility for its performance. Can also refer to committees, governing councils, trusts and other governing bodies.
Board chair The board's head person (sometimes referred to as a president) who provides leadership, acts as a spokesperson and manages board meetings.
Board chair elect The person elected or appointed to serve as chair once the current chair's term has expired.
Board committee A group set up as an adjunct to a board to help streamline the decision-making process by concentrating on a particular aspect of the board's responsibilities, such as finances, fundraising, etc.
Board development A process involving evaluating and improving the board's structure, role and performance.
Board development committee Also known as a governance committee. A committee set up to monitor and oversee the board's structure, role and performance, and suggest methods for improvement. Often involves overseeing the board recruitment and orientation program.
Board diversity Refers to the degree to which a board comprises a broad range of backgrounds and interests, including members from different cultural groups, as well as issues of gender, age, socio-economic status and disability.
Board evaluation A process involving assessment of the performance of a board and individual members.
Board members (Also refers to directors, committee members, councillors and trustees.) Those people appointed or elected to governing bodies that are put in place to steer a not-for-profit organisation towards its mission and take responsibility for its performance.
Board member agreement A document outlining a board member's roles and responsibilities, which is usually agreed to and signed by each board member and the board chair at the beginning of the member's term.
Board of directors See board.
Board president (Also known as board chair.) The board's head person, who provides leadership, acts as a spokesperson and manages board meetings.
Board president elect The person elected or appointed to serve as president once the current president's term has expired.
Board secretary The person elected or appointed to oversee the administrative functions of the board, including preparation and distribution of meeting agendas, minute taking, record keeping, lodging of documents, etc.
Board treasurer The board member elected or appointed to monitor and apprise other members about an organisation's financial health and processes and ensure reporting obligations are fulfilled.
Budget A detailed statement indicating income and expenditure forecasts; a plan for the coordination of income and expenditure.
Budget committee See Finance committee.
Business plan A detailed planning document that describes an organisation's financial and operational objectives, as well as and plans and budgets demonstrating how the objectives will be achieved.
Bylaws Rules adopted by a board to govern its operations.


C
Capacity Competency or ability to carry out a function.
Capacity building The development of an organisation's capabilities, leading to greater competence or ability to carry out a function, usually with the aim of achieving self-sufficiency.
Capital campaign A fundraising effort carried out within a specific timeframe to raise a significant amount of money for a major project.
Capital campaign committee A board committee set up to plan, coordinate and execute a campaign to raise a significant amount of money for a major project.
Cause related marketing A type of corporate sponsorship whereby a company enters into a relationship with a not-for-profit organisation, with both parties expected to benefit – the company will benefit from the exposure and association with the "cause" the not-for-profit organisation is working for, and the organisation benefits from increased exposure and financial contributions.
CEO See Chief Executive Officer.
CEO search committee A board committee set up to oversee the process of finding a new CEO, including developing search guidelines, putting in place a recruitment process and making a shortlist of candidates.
CFO See Chief Financial Officer.
Chair The board's head person, sometimes referred to as a "president", who provides leadership, acts as a spokesperson and manages board meetings.
Change management A process of handling change brought about by internal or external pressures in an organised, systematic manner that causes minimal disruption to the organisation.
Charity A not-for-profit organisation established for altruistic purposes regarded by the law as operating for a "charitable purpose", including the relief of poverty, the relief of needs of older people, the relief of sickness or distress, the advancement of religions, the advancement or education or other purposes beneficial to the community. (Note: not all organisations of benefit to the community are considered charitable. The definition of a "charity" is currently under review by the Australian Government.)
Chief executive See Chief Executive Officer.
Chief Executive Officer An organisation's top staff member, who provides a link between the board and staff.
Chief Financial Officer A staff member who has responsibility for an organisation's finances.
Chief Operating Officer A staff member responsible for the day-to-day operations of an organisation.
Coalition An alliance (usually temporary) between individuals or groups working together towards a particular aim.
Code of conduct A statement (verbal or written) detailing expectations for behaviour for board members, often including actions that may be taken if the code is violated.
Commitment A pledge or promise to carry out a specific course of action.
Committee (1) A group set up as an adjunct to a board to help streamline the decision-making process by concentrating on a particular aspect of the board's responsibilities, such as finances, fundraising, etc. (2) See board.
Committee chair A committee's head person, who is responsible for overseeing the committee's roles, assigning work, acting as its spokesperson and managing its meetings.
Committee members (Also refers to board members, directors, councillors and trustees.) Those people appointed or elected to governing bodies that are put in place to steer a not-for-profit organisation towards its mission and take responsibility for its performance.
Compliance Acting within the law and fulfilling legal or official requirements.
Confidentiality policy A board policy that lays out expectations for board members in maintaining confidentiality, including remedies if the code is breached.
Conflict of interest A situation whereby a board member's duty to act in the interests of the organisation he/she is governing clashes with a duty he/she has elsewhere (to another group, a business interest, etc.)
Conflict resolution A process of settling disputes, often through mediation or arbitration, to the satisfaction of all parties.
Consent agenda A section in a meeting agenda containing routine items that can be grouped together as one item and passed as one.
Constitution A legally binding document detailing the rules of an organisation and the board that oversees it.
Consultation A process of asking the opinion of stakeholders, including individuals and groups, and taking into account their views before a decision is made.
Contract A legally binding agreement between two or more entities (individuals or groups).
Corporate governance The systems and processes put in place to steer the operations and directions of a company, stipulating the rights and responsibilities of the board, staff, shareholders and other stakeholders.
Corporate sponsorship An arrangement between a company and a not-for-profit organisation, whereby the company provides funds, goods or services, in exchange for greater exposure and goodwill.
Councillors (Also refers to board members, directors, committee members and trustees.) Those people appointed or elected to governing bodies that are put in place to steer a not-for-profit organisation towards its mission and take responsibility for its performance.

D
D&O Insurance See Directors' and Officers' Insurance.
Decentralisation The process of delegating decision-making powers from the top levels of management to others in the organisation.
Decision tree A diagram designed to help in the decision-making process by showing various possible decisions and the likely consequences of each.
Decision-making The process of choosing a particular course of action.
Delegate (1) To assign responsibility to another person or organisation. (2) The person assigned responsibility.
Directors (Also refers to board members, committee members, councillors and trustees.) Those people appointed or elected to governing bodies that oversee an organisation and take responsibility for its performance, especially those overseeing for-profit companies.
Directors' and Officers' Insurance (D&O) Insurance that covers a board member from liability arising from board decisions or actions.
Disclosure The act of making public or accessible any relevant affairs of a board or the organisation it is governing.
Disclosure form A form where board members detail their personal and professional interests, particularly those that may create a real or potential conflict of interest.
Diversity Refers to the degree to which a board includes people representing different genders, cultures, experiences, ages, disability, etc.
Diversity strategy A plan put in place by a board to increase its diversity.
Due diligence The process by which thorough investigations are undertaken by a board and its members to ensure all relevant information is uncovered and therefore potential harm to the organisation minimised.
Duty of care An obligation of a board and its members to take reasonable care when making decisions not to cause loss or harm.


E
Effectiveness The degree to which an organisation, board, program or project has fulfilled its aims and produced a desired effect.
Efficiency The degree to which an organisation, board, program or project has produced a desired effect without waste of resources.
Equity Free of bias or prejudice.
Ethical Conforming to accepted standards or codes of conduct; morally correct.
Ethics committee A committee set up to establish and apply guidelines for ensuring ethical behaviour among board members and to resolve ethical conflicts.
Ethics policy A code or plan detailing expected standards of behaviour or conduct.
Evaluation A process of determining effectiveness in relation to objectives.
Ex officio board member A person given status on a board (sometimes including voting rights) as a result of another position, for example a CEO who attends and/or participates in board meetings as part of his/her position.
Executive committee A committee given special powers to act on behalf of the full board in circumstances where the full board is in recess or otherwise unable to meet.
Executive director/board member A board member who is also a member of the organisation's staff.
Executive session A board meeting (or part of a meeting) that is not attended by staff.
Extraordinary meeting A board meeting held outside the regular meeting schedule, often to resolve a particularly pressing issue.


F
Facilitation The act of bringing about, coordinating and/or leading an event or program.
Fiduciary duty The legal responsibility of a board and its members to act in the best interests of the organisation it is overseeing, particularly in relation to the organisation's finances.
Finance committee A committee set up to oversee the financial aspects of a board's governing role (although its existence does not exempt other board members from financial responsibility).
Financial statement A report that shows the financial status of an organisation, including details of assets and liabilities and other relevant information and data.
Fundraiser (1) A person who raises money. (2) An event held to raise money for an organisation.
Fundraising committee A committee set up to oversee and lead the board's involvement in an organisation's fundraising activities.
Fundraising strategy A plan put in place to guide an organisation's money raising activities (through grants, membership fees, donations, bequests, sponsorships, etc.).


G
Gantt chart A project management tool that involves presenting activities and related timelines in the form of a horizontal bar chart, giving a graphic representation of when each task will begin and end.
Goal An end result towards which effort is directed.
Golden handshake A large payment or other benefits given to a senior staff member who is sacked or forced to retire.
Golden hello A large payment or other benefits given to a new senior staff member.
Good governance Excellence in governance, usually referring to processes that are transparent, participatory, legal, ethical, equitable and accountable.
Governance The systems and processes put in place to steer the operations and directions of an organisation, stipulating the rights and responsibilities of the board, staff and other stakeholders.
Governance committee A committee set up to oversee and lead the board's activities in relation to efficient board processes, particularly the recruitment, selection and orientation of new board members and evaluation of board effectiveness.
Governance model The system of governance chosen by a board to carry out its role.
Governing board See board.
Grant Money provided to an organisation by a grantmaking organisation (such as a philanthropic body, a local, state or federal government program or a corporate foundation), to carry out a specific activity.
Grassroots lobbying The process of influencing decisions by changing general public opinion on an issue.
Group dynamics The interaction, behaviour and relationships of people who are part of a group.


H
Horizontal merger The merger of two or more organisations which carry out similar functions and have similar aims and missions.


I
Incorporation A voluntary system of state or territory registration of a not-for-profit organisation that gives it legal status separate from its members and office bearers.
Indemnification The act of protecting a person or organisation against hurt, loss or damage.
Indemnity Protection against hurt, loss or damage.
Independent board member A person elected or appointed to a board position who is not affiliated with the organisation in any other way.
Individual liability The extent to which a board member is legally responsible for actions of the board.
Infrastructure The resources (usually physical) required for an activity to take place.
In-kind donation Goods or services given to a not-for-profit organisation instead of money.
Innovation The creation of a new idea, approach or method.
Insolvent Unable to pay debts as they fall due.
Interest register A list of the personal and professional interests relating to all current board members (particularly those that may create a real or potential conflict of interest).
Interim Occurring for a short time.
Internal audit An examination of an organisation's accounts, financial health and compliance that is carried out by the organisation's own staff.

J
Job description Statement listing the purposes, duties and required qualifications relating to a specific position.
Joint venture The cooperation of two or more organisations to carry out a specific project, activity or event.


K
Key Performance Indicators (KPIs) Specified and agreed upon measurements by which performance or success will be judged.


L
Leadership The capacity of an individual or group to inspire and guide others.
Learning organisation An organisation that encourages and helps members and staff to learn and share learning and is equipped to respond effectively to change.
Legal compliance Acting within the law and fulfilling all legal or official requirements.
Liability Legal responsibility or obligation.
Lobbying The process of attempting to influence decisions through direct contact with decision-makers or those who influence them.


M
Major events committee A board committee set up to plan and coordinate major events such as fundraisers, conferences, seminars, etc.
Management Information System (MIS) A method of collecting and analysing information that can be used to carry out evaluation of a project or program.
Management system The process by which an organisation carries out its function.
Marketing committee A committee set up to oversee a board's marketing activities, including promoting the organisation to the broader community and identifying potential new markets for the organisation's products or services.
Meeting minutes See Minutes.
Member orientation The process of helping new board members adjust to their role by providing information and training.
Members The individuals who make up a group. Members are usually afforded certain rights (e.g. voting at an AGM to select new board members) in line with the organisation's rules, constitution and bylaws.
Mentoring A formal or informal process whereby a more knowledgeable or experienced person acts as a role model, guide or helper to a less experienced person to help them carry out their role more effectively.
Micro-management A form of management or board conduct (usually considered negative) that involves paying too much attention to detail and managing people unnecessarily, while neglecting the "big picture".
Minutes The official record of the events, actions and decisions of a meeting.
Mission The reason for an organisation's existence.
Mission statement A statement that describes the reason for an organisation's existence.
Moderator The person who directs or controls a meeting, debate or discussion.
Monitor To watch or keep track of an activity, action or system to identify change and determine whether standards are being met.
Monitoring system The process by which a monitoring function is carried out.
Motion A proposal for action.
Move To put forward a proposal for action.
Multi-sector collaboration Cooperation between government, not-for-profit and corporate sectors for a particular purpose.


N
Negligence Failure to give proper or prudent attention or care.
Nominating committee A committee set up to oversee the search for appropriate candidates to fill current or future board vacancies.
Non-executive board member / director A board member who is not a member of the organisation's staff.
Non-Government Organisation (NGO) Not-for-profit organisations that operate independent of government.
Non-Governmental Organisation (NGO) See Non-Government Organisation.
Nonprofit organization See Not-for-profit organisation.
Nonprofit sector See Not-for-profit sector.
Not-for-profit organisation An organisation that works not for the profit or gain of individual owners or members but in the interests of the general community or specific sections of the community. Profits can be made but they must not be distributed to owners or members, but rather used to further the organisation's purpose.
Not-for-profit sector Encompassing all organisations that work for the public good, rather than individual profit, as distinct from government and commercial sectors. Also referred to as the "nonprofit sector," the "third sector," the "voluntary sector," etc.


O
Objective An aim or goal towards which effort is directed.
Organisational behaviour The study and application of the ways people and groups act in organisations, taking into account issues of change, leadership, organisational culture, communication, teamwork, group dynamics, etc.
Organisational effectiveness The ability of an organisation to fulfill its mission through good governance, sound management and the ability to improve, grow, adapt and innovate.
Orientation The process of helping new board members adjust to their role by providing information and training.


P
Partner An individual, organisation or business that is involved in a mutually beneficial relationship with another party involving shared responsibilities and rewards and with a focus on specified outcomes.
Partnership A mutually beneficial relationship between two or more parties involving shared responsibilities and rewards and with a focus on specified outcomes.
Performance goal A target level of accomplishment, often specifying when and how the target will be reached and how results will be measured.
Performance indicator See Key Performance Indicators.
Policy A code or plan to guide actions, procedures and decision-making.
Policy manual A handbook containing all board and organisation policies.
Positioning statement A written statement asserting an organisation's role or its view on a particular issue.
Preliminary Introductory or preparatory.
President The board's head person (also referred to as a chair), who provides leadership, acts as a spokesperson and manages board meetings.
Private sector Encompassing all businesses owned by private investors.
Pro bono Work or products given free of charge, usually for the public good.
Procedure A traditional or established way of doing things.
Program committee A committee established to set priorities for an organisation's programs and act as a link between the board and staff on programs or activities.
Proxy (1) Authority to act on behalf of another. (2) The person given authority to act on behalf of another.
Proxy vote A vote cast by an authorised person to act on behalf of another.
Public benevolent institutions Not-for-profit organisations working for the public benefit, whose dominant purpose is the direct relief of poverty, sickness, suffering, distress, misfortune, disability or helplessness.
Public officer The board member, often appointed as a requirement of incorporation, who is responsible for lodging required documents with relevant authorities and acting as a point of contact for authorities.
Public Relations (PR) The business or process of communicating with the public and other groups or organisations to influence attitudes, create goodwill, manage perceptions and/or promote a purpose, product or organisation.
Public Relations committee A committee set up to oversee the board's public relations activities, including promoting the organisation to the broader community.
Public sector Encompassing all entities owned or controlled by the three tiers of government, including governments themselves.


Q
Quango A "quasi non-governmental organisation" – an organisation independent of but financed by the government.
Quid pro quo Given or received in return for something else.
Quorum The minimum number of board members required at a meeting for business to be legally conducted.


R
Ratify To formally approve or endorse an action or decision.
Recruitment The process of seeking and selecting new board members to fill current or potential vacancies.
Re-engineering The process of overhauling a process, program or system to achieve greater efficiency or effectiveness.
Research committee A board committee set up to conduct specific research and make recommendations to the board on particular issues or trends, including possible joint projects, changes in legislation, potential relocation, funding cuts, etc.
Resolution A legally binding board decision.
Resources Available means, including funds, infrastructure, goods, skills and expertise.
Responsibilities The functions or tasks that a board or individual board or staff members must carry out.
Retreat A special meeting, often spanning a full day or a weekend and held outside the boardroom in less formal surroundings, which allows members to focus on a particular issue or problem, or more general strategies, projects and directions for the organisation.
Return on Investment (ROI) The amount of profit made from an investment, usually calculated by dividing the benefit by the investment amount.
Risk Anything that can damage an organisation, cause it financial loss or threaten or limit its ability to achieve its mission, including unexpected or unpredictable events.
Risk management The process of thinking systematically about all possible risks, problems or disasters before they happen and setting up procedures to avoid the risk, or minimise its impact, or cope with its impact.
Robert's Rules of Order Parliamentary procedures that are used by many organisations to guide the conduct of meetings.

S
Secretary The person responsible for a board's administrative tasks, including preparing and distributing meeting agendas, taking minutes and keeping records.
Short-term goal An end result an organisation hopes to achieve within a relatively short period of time.
Site relocation committee A board committee set up to manage the relocation of an organisation's premises to another site.
Social capital Networks, together with shared norms, values and understandings, which facilitate cooperation within or among groups. (OECD definition)
Socially Responsible Investment (SRI) An investment plan that takes into account social and environmental factors as well as financial returns.
Stakeholders Those people or groups with an interest in an organisation or who may be affected by a decision made by the organisation's governing board, including service users, members, funders, sponsors, partners, staff, etc.
Stipend A fixed amount of money paid to board members to offset expenses incurred in carrying out their role.
Strategic alliance A relationship between two or more organisations that involves working together to achieve a particular common aim.
Strategic plan A long-range plan that sets an organisation's vision and priorities in response to the changing environment.
Strategies The plans or methods for carrying out an organisation's functions.
Sub-committee See Committee.
Succession planning The process of putting in place plans and procedures to manage the replacement of retiring board or staff members.
Sustainability The ability of an organisation to support itself or continue to exist indefinitely.
SWOT analysis An assessment (often used in the strategic planning process) of an organisation's strengths, weaknesses, opportunities and threats.


T
Tabled Put forward for discussion.
Target population The group of people for whom an organisation's programs or projects are designed.
Task force A group of people authorised to carry out a particular job or focus on a particular issue, usually within a specific timeframe.
Tax-deductible donation A donation that can be deducted from the donor's taxable income to reduce the amount of income subject to tax.
Term limit The maximum number of terms a board member can serve consecutively, usually stipulated in the organisation's constitution or rules.
Third sector See Not-for-profit sector.
Timeline A schedule showing when and in what order important events will take place.
Transparency The degree to which information about an organisation's operations, procedures, financial status and decisions is disclosed to relevant stakeholders.
Treasurer The board member responsible for monitoring the financial position of the organisation and for keeping other board members abreast of financial matters.
Triple Bottom Line (TBL) A framework for measuring performance that includes social and environmental aspects as well as financial return.
Trustees (Also refers to board members, directors, committee members and trustees.) Those people appointed or elected to governing bodies that are put in place to steer a not-for-profit organisation towards its mission and take responsibility for its performance.


U
Unincorporated association A not-for-profit group that is not incorporated.


V
Venture capital Investment in a start-up company that is expected to grow rapidly and generate excellent profits.
Venture philanthropy A field of philanthropy that involves heavy and/or long-term investment in a not-for-profit organisation to create strong social returns.
Vicarious liability Liability of an organisation for the deliberate or accidental acts of employees or volunteers.
Vice chair The board member who supports the chair, playing a major leadership role and filling in when the chair is absent. Also vice president.
Vision An organisation's picture of the future conditions it is working to bring about.
Vision statement A statement that describes an organisation's picture of the future conditions it is working to bring about.
Voluntary sector See Not-for-profit sector.
Volunteer A person who works without the expectation of financial reward.


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