board development presentation
TRANSCRIPT
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Working with Your Board:Challenges and Opportunities
Prepared for St. Agatha Family Empowerment
April 17, 2008
Valerie F. Leonard
Community Development Consultant
www.valeriefleonard.com
http://www.valeriefleonard.com/http://www.valeriefleonard.com/ -
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What We Will Cover
Building Your Team
Tips for Keeping Good Board Members
Roles and Responsibilities
Stages in a nonprofit boards life cycle
Types of Boards
Transitioning from Working Board to aGoverning Board
Common problems associated with boards
Valerie F. Leonard
Community Development Consultant
www.valeriefleonard.com
http://www.valeriefleonard.com/http://www.valeriefleonard.com/ -
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Building Your Team
Organizational FitCore values are consistent with theorganizations
Ability to buy into the mission, goals andobjectives of the organization
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Building Your Team
CommitmentWillingness to fulfill obligations of being a board
memberAbility to attend meetings and do the homeworkbetween meetingsWilling and able to make a financial contribution,whether small or large
Demonstrated ability and willingness to leveragecontacts and resources to the benefit of theorganization
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Building Your Team
DiversityComplimentary skill sets
Legal
FinancialProgram DevelopmentMarketing
Varied backgrounds
RaceEthnicityProfession
Differing perspectives
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Building Your Team
Things to avoid when recruiting board membersSelecting board members based on friendship
Selecting family members unless the organization isintended to be a family-run foundation
Allowing prominent people to come onto the board withthe understanding that they wont be able to makemeetings
Approaching your dream candidates while yourorganization is still in developmental stages (unless theother board members are equally prestigious)
Inviting someone to come onto the board solely because
of name recognition
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Tips for Keeping Good Board
Members
Provide each new member with a boardbook Mission
Budget Strategic Plan Articles of Incorporation Funding Application Annual Report
Descriptions for Members, Officers andCommittees
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Tips for Keeping Good Board
Members
Contact Information for Board and Staff
Organization Chart
Bylaws
Letter of Determination
Board Policies and Procedures
Board Minutes
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Tips for Keeping Good Board
Members
Consider asking prospective recruitsto serve in an advisory capacitybefore extending an offer of fullmembership
Require new board members toparticipate in orientation
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Tips for Keeping Good Board
Members
Strictly enforce attendance rules Only re-elect Board members who
have fulfilled their duties Follow up with Board members who
have missed meetings Thank Board members for their
involvement Chicago styleearlyand often
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The Importance of Bylaws
Bylaws Include provisions governing the internal
policies and procedures of theorganization
Legal requirement Each state has a minimum standard of the
contents of the bylaws
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The Importance of Bylaws
Typically, by law, the ExecutiveCommittee has all of the power andauthority of the full Board with the
following exceptions:Cannot fill board vacancies
Cannot adopt, amend or repeal bylaws
Cannot have powers that are inconsistent
with resolutions passed by the Board
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The Importance of Bylaws
Tips: Make sure the bylaws are in compliance with
current state law, yet serve the organizations
desires to operate in an efficient manner Give special attention to the more important
bylaw provisions, such as quorum requirements,succession of officers, powers of the ExecutiveCommittee and voting rules.
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Sample Board Structure
Working Board-No Staff
Board of Directors
Executive CommitteeProgram Committee Membership Board Development
President
Vice President
Secretary
Treasurer
Finance Committee
Fundraising
Advisory Board
Advisory Board committees typicallyreport to Board of Directors throughits various committees.
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Sample Organizational Structure-
Board With Staff
Board of Directors
Advisory Board
Executive Director
Finance Human Resources Marketing Membership Programs Fundraising
Chart depicts typical functions, as opposed tospecific programs, people or departments
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Roles and Responsibilities
Legal-Duty of CareBoard members are legally required to act with
reasonable care while making decisions andtaking action on the organizations behalf.
While making decisions, board members should
Be informed of alternatives that couldimpact the outcomes
Evaluate pros and consStrive to minimize risk to the organization
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Roles and Responsibilities
Legal-Duty of Loyalty (fiduciary)Board members are required to put theinterests of the organizations ahead of their own
No self dealing
Example, a board member voting torent an office space in a building s/he
owns
No conflicts of interest
Example, a board member sitting onthe boards of two organizations
pursuing the same funding source
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Roles and Responsibilities
Board Roles vs. Staff RolesBoard
Governs the organization and sets strategicdirection
StaffManages day to day operations
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Board Activities
Typical Board ActivitiesSetting strategic directionOutlining programs and evaluating outcomesApproving budgets and monitoring financial conditionEstablishing and managing committeesHiring and managing the executive directorServing as ambassadors of the nonprofit to the publicLeading and helping fundraising efforts
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Board Officers
President
Vice President
Secretary
Treasurer
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Board Officers
PresidentPresides over meetings and sets agenda
Appoints committees
Manages the Executive Director
Serves as the spokesperson for the
organization
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Board Officers
Vice PresidentFills in for the President in his/her absence
Assumes role of President if the rolebecomes vacant
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Board Officers
TreasurerKeeps track of nonprofits funds
Handles bank transactionsSigns Checks or Co-signs with President
Prepares financial reports to the board andregulatory agencies
Manages the finance and budget committee
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Managing the Board
Number of DirectorsDetermined by the type of work the
organization does, its constituency andgeographic focus
Smaller organizations tend to have a boardmembership of 5-9
Larger organizations tend to have a rangeof 17-25 members
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Managing the Board
Terms and Term LimitsThe terms and term limits (if applicable) should bespelled out in the organizations by-laws
Advantages to term limitsKeeps the organization leadership freshEncourages a sense of urgency to completeinitiatives
Disadvantages to term limitsLeadership continuity could be interrupted
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Managing the Board
Best PracticesDevelop written descriptions for each office,member and committee headCreate work plans to carry out goals and objectivesDevelop performance expectations and removalpolicies and enforce them
Establish a board development committee for
ongoing training and management
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Effective Board Meetings
Meet regularly, as prescribed by by-laws
Invite Staff and outsiders whereappropriate
Give notice of meetings as prescribed
by by-lawsDraft an agenda and stick to it
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Board Life Cycle
Organizing Board Governing Board Institutional Board
Source: Carter McNamara, PhD, Field Guide to Developing and Operating Your Nonprofit Board
Valerie F. Leonard
Community Development Consultant
www.valeriefleonard.com
http://www.valeriefleonard.com/http://www.valeriefleonard.com/ -
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Organizing Boards
Common Issues-Follow the Leader
Founders Syndrome Founding leader tends to be autocratic, and not
always open to others opinions
Difficult to get work done effectively Members tend to not be task-oriented
Typically selected based upon relationship with theleader, rather than skill or passion for theorganization
Members tend to rubber stamp decisions made
by the leader Members usually do not participate in
fundraisingValerie F. Leonard
Community Development Consultant
www.valeriefleonard.com
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Organizing Board
Common Issues-Boards that Lead Blurring of lines between board and staff roles and
responsibilities Board members often serve as staff volunteers
Role of governing organization and supervising the ExecutiveDirector
As staff volunteers, the Executive Director supervises the work
that Board members perform
Typically delay hiring decisions Members may feel that hiring staff may somehow take away from
their tasks
Members may want the jobs themselves, but are reluctant to make
a choice for fear of causing friction within the board Members are reluctant to share their power with staff
Valerie F. Leonard
Community Development Consultant
www.valeriefleonard.com
http://www.valeriefleonard.com/http://www.valeriefleonard.com/ -
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Transitioning to a
Volunteer Governing Board
Need to Develop Board to Accommodate Growth Bring on new board members with additional skill sets and
resources (ie, fundraising, program development, legal,financial)
More formalized structure (ie, more committees and workgroups)
More formalized systems (ie., strategic planning, budgetingand program evaluation)
Need to Clarify Roles of Board and Staff Members of a Follow the Leader Board may have difficulty
taking ownership of new tasks Members of the Board that Leads may have difficulty
delegating or relinquishing responsibilities for staff functions Staff from organizations with either type of board may resentboard members being hands on
Valerie F. Leonard
Community Development Consultant
www.valeriefleonard.com
http://www.valeriefleonard.com/http://www.valeriefleonard.com/ -
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Challenges of Transitioning to a
Volunteer Governing Board
Change Management Managing cultural change brought about by bringing on new
people and systems while remaining true to mission Board turnover Entrenchment of old ideas versus fresh ideas
Establishing trusting relationships between old guard andnew members Making sure all board members remain actively engaged Making sure programs remain relevant to the community and
potential funders
Tools:
Strategic planning, board recruitment and orientationpackage, board development committee, job descriptions,
Valerie F. Leonard
Community Development Consultant
www.valeriefleonard.com
http://www.valeriefleonard.com/http://www.valeriefleonard.com/ -
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Challenges of Transitioning to a
Volunteer Governing Board Cont
Communication Hidden Agendas Conflicts that arise because one member makes controversial
public statements while representing the organization
Tools: Open and honest communication, disclosure statements,
communication and media policies
Board Operations Getting stuck on Old Business Recruiting and retaining good board members
Tools: Consent agendas, board recruitment and orientation
packages, nominating and/or board development committee,board evaluation forms
Valerie F. Leonard
Community Development Consultant
www.valeriefleonard.com
http://www.valeriefleonard.com/http://www.valeriefleonard.com/ -
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Challenges of Transitioning to a
Volunteer Governing Board Cont Ethics
Conflicts of interest Engagement in partisan political activities Pressure to hire friends, relatives of board members or
associates of funders and others with influence
Tools: Conflict of interest policies, statement of ethics, by-laws,policies on political activities, personnel policies and procedures
Fundraising Difficulty in getting board members to participate in fundraising
Tools: Board orientation and packet, board job description, articlesin by-laws, fundraising policies and procedures
Valerie F. Leonard
Community Development Consultant
www.valeriefleonard.com
http://www.valeriefleonard.com/http://www.valeriefleonard.com/ -
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Challenges of Transitioning to a
Volunteer Governing Board Cont
Financial Management Lack of financial accountability
Difficulties with regulatory compliance
Tools: Financial policies and procedures, creation of finance and budget
committee
Valerie F. Leonard
Community Development Consultant
www.valeriefleonard.com
http://www.valeriefleonard.com/http://www.valeriefleonard.com/ -
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Policy Governing Board
Board Chairman and Executive Directorbegin to be seen more as a jointleadership team
Board members begin to become lessinvolved in day to day operating activities Assume more responsibility for
governance Set strategic direction Financial oversight Program evaluation
Valerie F. Leonard
Community Development Consultant
www.valeriefleonard.com
http://www.valeriefleonard.com/http://www.valeriefleonard.com/ -
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Institutional Board
Organization is very mature All systems in place to run the
organization in an efficient manner Usually larger than the typical board and
often includes prominent civic leaders Major focus is to raise money for the
organization Delegates many of the governance
functions to an Executive or ManagementCommittee
Valerie F. Leonard
Community Development Consultant
www.valeriefleonard.com
http://www.valeriefleonard.com/http://www.valeriefleonard.com/