Board Leadership at WA Women’s Foundation

“Leadership” is one of the core values of Washington Women’s Foundation. From the beginning, the Foundation has strived to create leadership opportunities for our members within the Foundation as well as support our members’ leadership in the greater community.

Two-thirds of our members already serve on one or more not-for-profit Boards of Directors. Because some members have expressed an interest in knowing more about the Board of Directors of Washington Women’s Foundation, Beth McCaw, President & CEO of WA Women’s Foundation, and Laura Midgley, Chair of the Foundation’s Governance Committee, hosted an information session about our Board on April 4th. This post recaps some of the information shared during that session.

As is true for other not-for-profit organizations, the bylaws of Washington Women’s Foundation outline the general responsibilities of our Board as well as the process for election and terms of office. A copy of our bylaws is posted on our website.

WA Women's Foundation's 2017 Board of Directors
2017 Board of Directors (with past Board members and members of Cabinet)

20 women currently serve on our Board of Directors, which number includes two ex officio directors. The Foundation’s President & CEO serves on the Board in an ex officio, nonvoting capacity. The Cabinet Chair also serves on the Board in an ex officio capacity but has a vote. Our bylaws require us to have at least 12 voting directors. 20 directors is the current maximum number, although our bylaws also authorize the Board to increase or decrease the number of directors from time to time. The Board last voted to increase the size of our Board in 2009. At that time, the Board size was increased from 16 to 20 members.

Directors are elected by our active members at the Annual Meeting of the Members, which is currently held each October. Each member also has the opportunity to submit an electronic proxy in advance of the Annual Meeting if she is not able to attend and vote in person. The Chair of our Governance Committee conducts the election, which is done by a voice vote.

Once elected, a director’s term begins on January 1, and it is a three-year term. A director may be elected for 3 consecutive terms, totaling 9 years. Before each Annual Meeting, the Board of Directors publishes via our weekly e-newsletter the slate of directors eligible for re-election to additional terms as well as candidates being proposed for election for the first time. Because the Board terms were set up from the beginning to be staggered (so that large numbers of directors are not “terming off” at the Board at the same time), we typically have 2-3 directors eligible for re-election to additional terms each year as well as 2-3 openings for new candidates.

WA Women's Foundation Annual Meeting 2017
2017 Annual Meeting of the Membership

The Governance Committee, which is composed of current Board members, oversees our nomination and election process. Each year, Board members complete individual skills assessments, which include personal demographic information. The Governance Committee compiles the results and after reviewing the skills, knowledge, expertise, networks and demographics of our Board – as well as the work that the Board needs to accomplish over the next 2-3 years – it establishes criteria for recruiting new Board members. Criteria might include desired skills that help the Board fulfill its fiduciary duties (such as investment management expertise), increased diversity (age, race, sexual orientation, geographic location and class, for example), and/or specialized expertise for certain short-term Board projects (such as hiring a new President & CEO). Specific recruiting criteria change from year to year as the Governance Committee identifies different skill sets and perspectives that are needed on the Board from time to time.

Members are encouraged to nominate themselves or their fellow members for Board service. The Governance Committee, with the assistance of staff, also considers who among our membership might be qualified to serve, based upon the recruiting criteria. Consideration often is given to members who have held other leadership roles at the Foundation and in the community at-large. In addition, the Governance Committee evaluates whether candidates generally possess some of the following characteristics:

  • Ability to work well with others
  • Capacity to prepare for and attend Board and committee meetings as well as special events and programs
  • Ability to listen, analyze, think creatively, articulate ideas clearly
  • Willingness to contribute personal expertise, contacts, networks and resources
  • Willingness to develop new contacts and build new networks
  • Integrity, sensitivity, tolerance – and a sense of humor!

Our Board of Directors does have a written job description, which currently includes the following requirements for service:

  • Be a member of the Foundation and commit to the Foundation’s mission, goals, and objectives
  • Participate in an orientation session and continue to expand one’s knowledge about the Foundation and the field of philanthropy
  • Represent the Foundation to the public and provide leadership to enhance the Foundation’s image in the community
  • Make a financial contribution to the Foundation’s Annual Fund (to the best of one’s ability) and participate in fundraising activities
  • Attend 75% of Board meetings each year plus an annual retreat

All of our current Board members make an annual contribution to the Foundation’s Annual Fund. Contributions vary in size, and some Board members fulfill this commitment by designating their Individual Grant Recommendation (IGR) to the Annual Fund.

The Board has two-hour regular meetings in the months of January, May, June, September and December. We typically hold a full-day retreat in February. The Board has an abbreviated meeting immediately prior to the Annual Meeting of the Membership in October.

The Board of Directors of Washington Women’s Foundation also specifically is charged with fulfilling fiduciary duties typical to all not-for-profit corporations, including but not limited to the following:

  • Approving our annual operating and grant making budgets
  • Hiring, firing and evaluating the performance of our President & CEO and ensuring that she conducts annual performance evaluations for our other staff
  • Overseeing the annual audit of our financial statements and selecting an audit firm to perform this function
  • Approving Individual Grant Recommendations (IGRs)
  • Ensuring compliance with legal and regulatory requirements
  • Overseeing the investment of the Foundation’s assets, including the Foundation’s Endowment and Quasi-Endowment, and selecting an investment management firm
  • Developing, with the staff, a strategic plan for the Foundation and ensuring that staff develops an operational plan to accomplish strategic goals and objectives
WA Women's Foundation committees structure
Committees structure. Click to open the graph in a new window.

Some of these duties are executed through committees of the Board, but ultimate responsibility lies with the full Board.

We intentionally limit the number of standing committees of the Board and try to utilize task forces to accomplish shorter-term projects. By doing so, we hope to maximize our Board’s effectiveness, minimize the time commitment required, and facilitate engagement of members in the work of our Board. Our Strategic Planning Task Force, which includes Board members and non-Board members, is one such example. We have four standing committees of the Board: Resource Development; Governance; Finance, Investment & Audit; and Executive.

This is just a snapshot of how our Board functions and its primary responsibilities. To learn more about Board service at Washington Women’s Foundation, please contact Beth McCaw. If you’re interested in more general resources about Boards, we encourage you to visit, a great online resource for anyone serving on a not-for-profit Board.

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