[Home](https://healthequity4all.org/) / [All Insights](https://healthequity4all.org/insights.html) / What a Board Governance Review Covers, and What You Get at the End # What a Board Governance Review Covers, and What You Get at the End By Ace Robinson · November 7, 2026 · Last updated November 7, 2026 ## Key Takeaways - A review shows where authority sits today and where that differs from what your bylaws say. - It covers five areas: mission and strategy, legal and ethical oversight, money and risk, the executive director, and the board itself. - Health center boards report their biggest gaps in succession planning and term limits. - You should leave with a plan for the next two board cycles, and every gap should have an owner and a date. ## In This Article - [Who Decides What](#who-decides-what) - [The Five Areas We Review](#the-five-areas-we-review) - [What Health Boards Say About Themselves](#what-health-boards-say-about-themselves) - [How a Review Works](#how-a-review-works) - [When to Ask for One](#when-to-ask-for-one) - [Sources](#sources) Start with the answer. A board governance review tells you where authority sits in your organization today, where that differs from what your bylaws say, and what to fix first. You leave with a plan for the next two board cycles. Here is what a review looks at, and why each part matters for a health nonprofit. ## Who Decides What Try this before anything else. Ask your board chair and your executive director to write down, separately, what the board decides, what the executive director decides, and what the two decide together. Then compare the lists. If they don't match, you've found the first problem. A hard call lands, a funder asks a pointed question, and two people discover in the middle of a meeting that they each thought the decision was theirs. ## The Five Areas We Review **1. Mission and strategy.** Does the board still agree on who the organization serves? When it plans, does it use data from the community? The National Association of Community Health Centers (NACHC) surveyed 667 health center board members and CEOs in 2023. About 85% said their boards had reviewed the mission and vision when they built the current strategic plan. Only 68% said their boards used the latest community needs assessment, the lowest of the practices NACHC asked about. **2. Legal and ethical oversight.** Do the bylaws match what the board actually does? Is there a conflict of interest policy that gets used, with annual disclosures and recusals written into the minutes? Are filings on time? The IRS Form 990 asks about several of these, including whether the board reviews the return before it is filed. The IRS also publishes [governance guidance for charities](https://www.irs.gov/pub/irs-tege/governance_practices.pdf), and the National Council of Nonprofits describes the [three legal duties of a board member](https://www.councilofnonprofits.org/running-nonprofit/governance-leadership/board-roles-and-responsibilities): care, loyalty and obedience. If you run a federally funded health center, chapter 19 of [HRSA's compliance manual](https://bphc.hrsa.gov/compliance/compliance-manual/chapter19) lists the authorities your board has to keep, including approving the annual budget and hiring and firing the CEO. **3. Money and risk.** Does the board approve a realistic budget and understand it? Does it see the audit? Does anyone ask about internal controls, reserves, debt and insurance? Board members don't need to be accountants. They do need to know which questions to ask. **4. The executive director.** Does the executive director have enough authority to lead staff and run the organization? Does the full board evaluate their work every year and approve their pay? Is there a written plan for the day the executive director is out, or leaves? **5. The board itself.** Who is on the board, and who is missing? How do new members get recruited and oriented? Are there term limits? Do the committees still earn their meeting time? Does the board ever review its own performance? ## What Health Boards Say About Themselves The NACHC survey is a useful mirror, because the boards in it mostly think they're doing well. More than 90% of respondents said their board has a positive or very positive effect on the center's strategic plan. The gaps show up in the same survey: - Only 64% were satisfied with how their board plans for the executive's absence, departure or replacement. That was the lowest rating of any oversight area. - Fewer than 40% reported a process for board member and officer succession. - 53% of health center boards limit consecutive terms, compared with 76% of boards across the nonprofit sector, according to BoardSource figures that NACHC cites. - When asked what training they want most, respondents put leadership training for board chairs and officers first (50%), followed by effective governance practices (48%) and board orientation (47%). None of these gaps is dramatic. All of them are the kind that stay invisible until something goes wrong. ## How a Review Works We read your bylaws and policies, sit in on board and committee meetings, and interview trustees. A standalone review usually runs about eight weeks. You receive a clear picture of where authority sits and a practical plan for the next two board cycles. The work belongs to your team, and it's documented so it outlasts us. Whoever runs your review, insist on one thing: every gap leaves the room with a name and a date next to it. A gap with no owner doesn't get fixed. ## When to Ask for One - You have a new executive director, or a founder is leaving. - A funder has started asking governance questions. - Nobody on the board can remember when the bylaws were last read. - Board meetings are mostly reports, and decisions happen somewhere else. - The board looks nothing like the community you serve. If one or more of these sounds familiar, read about our [board governance review for health nonprofits](https://healthequity4all.org/non-profit-leadership.html#board-governance-review), or [tell us what you're working through](https://healthequity4all.org/contact.html). We'll tell you plainly if we're not the right fit. Onward. Together. ## Sources - National Association of Community Health Centers, [Health Center Board Practices and Needs Assessment 2023](https://www.nachc.org/wp-content/uploads/2023/10/NACHC-Health-Center-Board-Practices-and-Needs-Assessment-2023-FINAL.pdf). The survey covers health centers, which have patient-majority boards, so some figures won't match other nonprofits. - IRS, [About Form 990, Return of Organization Exempt From Income Tax](https://www.irs.gov/forms-pubs/about-form-990). - IRS, [Governance and Related Topics: 501(c)(3) Organizations](https://www.irs.gov/pub/irs-tege/governance_practices.pdf). This guidance is older, so read it as a starting point. - National Council of Nonprofits, [Board Roles and Responsibilities](https://www.councilofnonprofits.org/running-nonprofit/governance-leadership/board-roles-and-responsibilities). - BoardSource, [Board Governance Best Practices for Nonprofits](https://boardsource.org/resources/recommended-board-practices/). - HRSA, [Health Center Program Compliance Manual, Chapter 19: Board Authority](https://bphc.hrsa.gov/compliance/compliance-manual/chapter19). - Candid, [The State of Diversity in the U.S. Nonprofit Sector](https://candid.org/about/press-room/releases/candid-s-the-state-of-diversity-in-the-u.s.-nonprofit-sector-report-sets-new-benchmark-for-demographic-data-collection) (2024), on who serves on nonprofit boards. [Talk to us about your work](https://healthequity4all.org/contact.html)