News

• Date: 01 January 2019
• Published date: 01 January 2019
• DOI: http://doi.org/10.1002/bl.30125

The Essential Eight:

A Concise Summary

of 21st-Century

Governance Guidelines

for Nonprofit Boards

By Sharon C. Lincoln, Partner, Casner & Edwards, LLP

As partner at Boston legal rm Casner & Edwards LLP, Sharon C. Lincoln advises

nonprot organizations on an array of critical issues, ranging from organizational

formation and structuring to lobbying and regulatory compliance. Here, she offers

an updated analysis of the core elements of nonprot board governance that ensure

boards fulll their duciary duties while advancing their organizations’ missions.

Serving on the board of a nonprofit

organization can be a fun, invigo-

rating, and dynamic experience. With

a group of engaged and committed

individuals, the nonprofit board can

be an incubator of strategic thinking

and practical guidance that sets the

direction and tone for the rest of the

organization.

Nearly every nonprofit statute

requires the directors of a nonprofit

corporation to perform their duties

as directors in good faith, in a manner

reasonably believed to be in the best

interests of the corporation, and with

such care as would be exercised by a

person in a like position. Essentially,

this articulates the duty of care and

the duty of loyalty that form the basis

of nonprofit board service.

In practice, this may mean some-

what different things for different

organizations. However, the 21st cen-

tury is the most rapidly changing and

dynamic period in human history. For

this reason, it’s worth taking a fresh

look at these baseline fiduciary duties

and considering what they mean in an

era of constant technological change

and instant communication.

This article provides a concise over-

view of the “Essential Eight” elements

of what it means to fulfill these fidu-

ciary duties with special considerations

regarding navigating the opportunities

and challenges of the 21st century.

1. Be passionate about the

mission

Board members are the leaders

of a nonprofit organization. If you, as

a board member, don’t feel a sense

of urgency and passion regarding

the mission of the organization, why

should anyone else? Board leaders

are the stewards of the organization’s

NUMBER 161, JAN.–FEB. 2019

www.wileyonlinelibrary.com/journal/bl

BOARD LEADERSHIP

INNOVATIVE APPROACHES TO GOVERNANCE

View this newsletter online at wileyonlinelibrary.com

Board Leadership • DOI: 10.1002/bl • Jan.–Feb. 2019

(continued on page 2)

NEWS

New board appointments

at St. Baldrick’s, Lilly

Endowment, and more

Several leading philanthropic

organizations have made changes

to their boards of directors in recent

weeks, bringing in new talent with

fresh perspectives to help guide

decision-making going forward.

Here are some examples:

•The New York City–based

Ford Foundation has

appointed Chuck Robbins, chair

and chief executive officer at

Cisco Systems, to its board of

directors. In addition to leading

Cisco, Robbins is a member

of the board of the Business

Roundtable, where he chairs

its immigration committee,

and serves on the board of

directors at BlackRock, the

world’s largest asset manager.

He is also a member of the

International Business Council

for the World Economic Forum

and serves as chairman of the

U.S.-Japan Business Council.

He previously served on the

board of Business Executives

for National Security, an

organization of executive

leaders who volunteer their

expertise to help enhance the

nation’s security.

•The Indianapolis-based Lilly

Endowment has elected

John Lechleiter to serve on

its board. Lechleiter is the

former chairman, president,

and chief executive officer of

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