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Board Member Manual

11/23/2014

Guidelines For Board Members

These guidelines were formulated to give new (and experienced) Board Members a basic framework in which to represent the Working Assembly Of Governmental Employees (WAGE) and its members. As a diverse group of individuals, the Board Members bring unique viewpoints, experiences, and objectives to their service on the Board. Board Members must realize that they project an image of the Association to the membership. As a Board Member, you need to adhere to a higher standard of conduct. In short, you are the Association to our members.

Mission Statement

The purpose of Working Assembly of Governmental Employees (WAGE) is to educate, support, network and to be a resource for independent public employee organizations. Vision Statement

The Working Assembly of Governmental Employees (WAGE) will be a national resource for independent public employee organizations. Goals & Objectives

1. Develop outreach and growth.

2. Expand WAGE University and related resources.

3. Train a core group for emergency response and message development.

Oath of Office

I, (state your name), do solemnly swear to uphold the Bylaws and Constitution of the Working

Assembly of Governmental Employees.

Further, I accept the responsibility of advocating the cause of independence in the labor

movement and commit myself to work through WAGE to accomplish the goals as established

by the Assembly, so help me God.

WAGE Organizational Chart

General Membership

Executive Board

Board of Directors

Executive Director

Member at Large

Office Staff

Committees

What is a Board?

The Board of Directors is the most powerful part of an organization; it sets the policies; it hires, evaluates, releases or retains the Executive Director; it reviews all the operational data; it can challenge any organizational activity; and possibly most important, it communicates to the membership and controls expenditures.

For a Board to be effective, its activities and organizational structure should be designed around the goals it wishes to accomplish. Therefore, basic to a Board’s proper functioning is its ability to make clear decisions on what it wants to do. In addition, the Board needs to follow through with decisions on how to do it, who will do it, within what time period, and how the results will be evaluated.

In order to achieve this, a Board should have a mission statement and a specific set of goals with designated priorities and time phasing. The goals may change from year to year or remain somewhat constant.

Implementation of the goals and administration of the programs are usually the responsibility of staff. It is the Board that bears the responsibility for the successful performance of the organization.

Board Roles & Responsibilities

• Make final decisions on policies relating to personnel, finance, public relations and services.

• Bring expertise in a variety of technical and leadership areas as needed by the organization.

• Are expected to know the history, purpose, program, policies and practices of the organization.

• Are prepared by general experiences and interest in the organization’s work to represent the members.

• Are expected to know duties delegated to staff.

• Are available to staff for consultation on matters of common concern.

• Can interpret informally the work of the organization in day-to-day contacts and formally when requested.

• Can evaluate the work of the organization with assistance of staff.

• Can oversee the finances of the organization.

Executive Board – Roles & Responsibilities

President

The President is the principle elected officer of the Board of Directors.

Duties and Responsibilities

1. Preside over meetings of the Board of Directors, E-Board meetings, special meetings and assemblies/seminars.

2. Coordinate with the Executive Director in preparing the agenda for the Board meetings.

3. Ensure Board Members and the Executive Director are notified of all dates and times of meetings and that an agenda for such meetings is received.

4. Call special meetings.

5. Appoint all committee chairpersons unless otherwise specified in the Bylaws.

6. Work with the Executive Director to ensure all directives and resolutions of the Board of Directors are carried out.

7. Facilitate communication between Board Members and the Executive Director.

8. Sign all official documents for the organization.

9. Ensure that each new Board Member receives a Board Member Manual.

10. Serve as the ex-officio member of all WAGE committees.

11. Oversee the search for an Executive Director when needed.

12. Other duties as assigned.

Executive Board – Roles & Responsibilities continued Vice President

Maintain leadership continuity by performing the duties of the President in their absence.


1. Know the organization and the President’s duties.

2. Be prepared to perform the President’s duties when called to do so.

3. Work closely as an advisor to the President.

4. Attend all Board meetings, Board of Directors, E-Board meetings, special meetings and assemblies/seminars.

5. Acts as parliamentarian.

6. Acts as Sergeant-at-Arms.

7. Carry out special assignments as directed by the Board of Directors.

8. Serve as the ex-officio member of all WAGE committees.

9. Assume responsibilities of the President if the office if vacated prior to the end of the President’s term.


Executive Board – Roles & Responsibilities continued Secretary

Maintain all WAGE records and ensure their accuracy and safety.


1. Attend all Board meetings, E-Board meetings, special meetings and assemblies/seminars.

2. Maintain the minutes of all Board meetings, E-Board meetings, special meetings and assemblies/seminars.

3. Maintain all correspondence and records of WAGE.

4. Provide the President and the Executive Director with a draft of meeting minutes within 5 days after meetings.

5. Provide a meeting packet consisting of an agenda for the next meeting, minutes, Treasurer’s report, Committee report(s) and other related information, at least one week prior to the scheduled Board meeting, to the Board Members and the Executive Director.

6. When necessary, obtain information from records and minutes to help Board Members in the decision making process.

7. Assume the duties of the President in the absence of the President and Vice President.


Executive Board – Roles & Responsibilities continued Treasurer

Protect the fiscal integrity of WAGE by providing oversight of financial activities and ensuring the accuracy of all financial records.



2. Reconcile the monthly bank balance to the checkbook balance each month.

3. Submit full and accurate financial reports to the Board of Directors.

4. Attend the Audit Committee meeting and provide the committee with up-to-date financial records.

5. Work with the Executive Board (E-Board) in preparing the annual budget.


Executive Board – Roles & Responsibilities continued Member-At-Large

Acts as a liason with WAGE standing and ad-hoc committees.


1. Coordinate with the chairpersons of standing committees and ad-hoc committees to collect written reports.

2. Report committee activities to the Executive Board (E-Board) and to the Board of Directors.



Staff Roles and Responsibilities

• Carry out the work authorized by the policy-making Board.

• Are educated and experienced in professional skills needed by the organization.

• Are responsible for understanding the jobs to which they are assigned.

• Are responsible for learning about the clientele being served.

• Can make day-to-day decisions required to do the work of the Association.

• Consult with outside professionals in order to make wise decisions.

• Can act as a bridge between the Board and other organizations.

• Can direct the work of other staff assigned to them, define duties, and give support.

• Can help the Board make good decisions by supplying complete information.

Staff – Roles & Responsibilities

Executive Director

The role of the Executive Director is to manage the organization. In general, if the job is “management” it is the responsibility of the Executive Director. Though no universal definition of management exists, it is frequently defined as a role encompassing the following functions:

• Planning

• Organizing

• Staffing

• Directing

• Oversight

To avoid conflict and waste, Boards and Executive Directors must understand not only the difference between but also the interdependence of their respective roles. In addition, both should realize that a somewhat unclear “gray area” will always exist between their roles.


1. Directly accountable to the Board of Directors.

2. Attend all Board meetings, E-Board meetings, special meetings, assemblies/seminars.

3. Attends all committee meetings.

4. Coordinate with the President to prepare the agenda for regular Board meetings.

5. Initiates and directs the development of policies set by the Bylaws Committee for Board approval.

6. Provide the Board of Directors with objective information to assist in establishing policies and making sound decisions.

7. Implement all Board policies and procedures.

8. Work with the Executive Board (E-Board) in preparing the annual budget.

9. Work with the Board of Directors on development and implementation of long-range plans.

10. Develop strategies to implement the organization’s long-range plans.

11. Report regularly to the Board of Directors on progress toward organizational objectives and other issues of concern.

12. Organize spring and fall assemblies/seminars.

13. All other duties as assigned.

Staff – Roles & Responsibilities continued Administrative Assistant

Works at the direction of the Executive Director on the day-to-day operations of WAGE.


1. Directly accountable to the Executive Director.

2. Attends all Board meetings, special meetings, assemblies and seminars.

3. Works with the Executive Director to plan and coordinate the spring and fall assemblies/seminars.

4. Assist with the implementation of all Board policies and procedures.

5. Works within the budget.

6. All other duties as assigned.

Governance And Management Roles In Non-Profit Organizations

The difference between governance and management roles in a non-profit organization frequently causes confusion. The key to avoiding problems is clarity regarding who is responsible for what.

Governance

The role of the Board of Directors is to govern the organization. To fulfill its role, the Board has the following functions and responsibilities:

1. Functions

A) Protect the organization’s interest.

The Board represents the members and fee-payers. That is, the Board acts as the “shareholder” in the organization.

B) Ensures the organization achieves its purpose.

2. Responsibilities

To fulfill its two functions, the Board has the following responsibilities:

A) Oversight responsibilities (require and review information)

B) Evaluation responsibilities (make judgments about information)

C) Reporting responsibilities (inform members about the efficiency and effectiveness of the organization)

Decisions Exclusive To The Board Of Directors

Some decisions are reserved exclusively for the Board of Directors. The Board assumes the legal responsibilities for its actions.

Decision Areas That the Board of Directors Should Not Delegate:

1. Decisions prescribed by law, charter, or bylaws, e.g.; replacement of officers or directors; approval for acquisition of property; changes in corporate structure. It is the responsibility of the Board to initiate any action necessary for change in the Articles of Incorporation.

2. Decisions determining the organization’s goals and objectives.

3. Decisions involving approval of major strategies and policies.

4. Decisions to appoint or release the General Manager.

5. Personnel policies and practices (management compensation and compensation plans).

6. Approval of budget and its administration, including revisions and transference of major monies from one account to another.

7. Approval of major plans, planning process and the delivery of program services.

8. Approval of independent auditors and general legal counsel as needed.

9. Fiscal management.

Rights of Board Members

To be fully informed about the responsibilities, time commitment, organization, etc., before accepting the position of Board member.

To be fully informed through accurate financial reports, management reports, regular and thorough briefings by staff, etc., about the operation of the organization.

To expect that volunteers’ time should not be wasted.

To be assigned jobs that are worthwhile and challenging with freedom to use existing skills or develop new ones.

To be able to decline an assignment if it is felt that the match of skills and interests is not appropriate.

To be trusted with confidential information that will help the Board member carry out assignments and responsibilities.

To be recognized at appropriate times for one’s work and involvement as a Board member.

Rules for Board Members to Follow to Minimize Exposure to Liability for Corporate Malfeasance

1. Attend Board meetings regularly.

2. Make sure that the Board keeps a written, permanent record of all Board minutes and official actions.

3. Exercise general supervision over the organization’s affairs.

4. Investigate and audit the organization’s decisions.

5. Keep in mind that corporate decisions require knowledge of the subject, and a great deal of common sense.

6. Pursue the warning signs that something is wrong.

7. Insist on meaningful Board meetings with full disclosure of operating results.

8. Require the organization to employ professional auditing services, preferably a CPA.

9. Require the organization to engage competent legal counsel.

10. Require reports at the Board meetings of all committees, as appropriate.

11. Authorize appropriate organizational indebtedness.

12. Know all the directors and officers of the Board.

13. Adopt and follow sound business policies and practices.

14. Avoid self-serving policies.

15. Avoid conflict of interest or the perception of conflict of interest.

16. See that the organization maintains good credit and financial standing.

17. Review the adequacy of the organization’s insurance program.

The Relationship Between President And Executive Director

It is important to remember that the Executive Director, like the President, works for the Board of Directors. Thus, the President is not in a supervisory capacity over the Executive Director but rather in a partnership, each having their own areas of responsibility and leadership.

In order to make this partnership work, there are some essential characteristics of the relationship:

1. Trust: Each member of the partnership must be able to speak freely with the other without defensiveness or fear of reprisal.

2. Confidence: Each must have confidence that the other has the skills and general abilities to carry out their function.

3. Interdependence: The Executive Director must realize that volunteer Board Members represent the community in which the organization exists. President must recognize the professional expertise of the Executive Director and staff.

4. Mutual Support: Once a decision is made, the President and Executive Director must support each other. It does a great deal of harm to an organization when remarks indicating division are made.

5. Respect for Each Other’s Accountability and Authority: It is essential that the Board hold itself accountable for what is “Board business” and that the staff is accountable for what is theirs. Nothing is more destructive to an organization than either crossing over into the other’s area on a consistent basis. This surely can happen on occasion and if it does, the President and Executive Director can easily handle it if they have open communication and trust.

6. Leadership: Leadership is a shared responsibility. The President gives leadership to the Board; the Executive Director gives leadership to the staff. Together they lead the organization. For this reason, it is most important they be going in the same direction.

A good working relationship does not imply total harmony. Tension and conflict can be present and may even be essential to growth. The genius is to make tension and conflict dynamic and creative. This can be done when there is trust, confidence and support present in the relationship.

Committees – Roles & Responsibilities

Chairperson

Oversee the work of a Board Committee, delegate responsibilities to accomplish goals and report back to the Member-at-Large.


1. Call and preside over meetings of the committee.

2. Set the agenda for committee meetings.

3. Either record or have recorded, decisions and recommendations made by the committee.

4. Report the committee’s activities and recommendations to the Member-at-Large.

5. Invite the Member-at-Large to attend committee meetings as deemed necessary.

6. Delegate responsibilities to other committee members and encourage full participation.

Board Committee Member

Assist the committee chairperson to accomplish goals.


1. Attend all meetings of the committee.

2. Be prepared for all meetings.

3. Carry out all duties assigned by the committee chairperson.

Audit Committee

Review financial records from the previous year to ensure the accuracy of the financial report.


1. Meet prior to the spring assembly/seminar to review the financial records.

2. Report to the Board of Directors and to the general assembly.

Committees

Why Have Committees?

Committees provide a vehicle for dividing the workload and multiplying the involvement of members. They use the specialized expertise and knowledge of members and others to provide information to the Board. Committee reports cover background information and recommendations that can shorten discussion time at Board meetings and help the Board reach decisions more rapidly.

Types of Committees

Committees are formed for specific purposes. Some may be required by the bylaws, which are standing committees. The standing committees usually include executive, finance, membership and bylaws. Time-limited committees are formed to accomplish some special purpose. They are charged with only one task or subject and are dissolved when their charge is completed. These might be called special or ad-hoc committees or task forces.

The Board usually approves the charge to committees: name, purpose to be accomplished, steps to be taken, results expected, membership, and time-frame. An example might be a planning committee: to prepare a 5-year plan for the organization to be adopted by the Board. The chair person would be appointed by the President with approval of the Board. Members would include Board Members and perhaps other members with special knowledge that would balance the committee needs not provided by Board member.

The committee would investigate the strengths and weaknesses of the organization, outside influences, future projections for the community served, sources of income, various possible programs and activities to be provided, staffing required, and facilities needed. They would then present to the Board various options considered and final recommendations.

All this could be accomplished within the 6-month timeframe outline in the committee charge. The final plan could be adopted before the budget is developed.

Who Serves on Committees?

President is an ex-officio member of all committees established by the Board. The President may attend all committee meetings but is not obliged to do so.

Committee membership reflects the skills and interests needed to satisfy the requirements of the committee: special abilities and technical knowledge, representation of the membership while being objective, knowledgeable and understanding of the organization’s goals and its limitations. Members should commit to regular attendance, accept and complete assignments, conduct active and responsible deliberation, show respect for conflicting opinions, and display an impersonal approach to the final results.

Services Provided to the Membership

Whenever possible, a committee should have the services and input of an appropriate staff person. Committee members deserve an adequate orientation that includes the organization’s background, present situation, reason for the existence and review of the committee’s charge. Meetings should be scheduled for the greatest possible convenience of the members. Pertinent material should be widely shared.

All committee members deserve to be recognized and thanked for their participation. Non-Board Members would also appreciate a report on the final outcome of their efforts.

Benefits of Using Committees

Committee membership is a comfortable system for educating Board Members.

Committee reports provide information of background, outside influences, and various options considered as well as final recommendations. These can forestall lengthy and sometimes irrelevant discussions and thereby shorten Board meetings.

Use of committees provides knowledge, information, skills and contacts that may be beyond the scope of the Board. It is a method of educating the membership through involving more members in the process.

Those who have had a rewarding experience frequently become advocates who speak in favor of the organization and actively recruit members.

Committee Policies

Attendance Requirements: Members are expected to attend all meetings. There are exceptions made for emergency situations or if the President is notified in advance.

Resignation Procedure: Members wishing to resign must submit a letter with date and signature.

Confidentiality – Integrity: A group of committee members working together should produce an official report of progress, not someone’s opinion. Minutes will be taken and accepted or approved by the committee when possible. A committee should act as a whole, representing the best interest of WAGE for their stated committee purpose.

Record Keeping: Everyone on the committee should take notes and know what they are responsible for.

Time Line: Develop and implement a calendar as to accomplish what we can in an orderly fashion.

Risk Management Procedures: Contact Committee Chairperson if problems arise. Do not answer questions without first consulting with Committee Chairperson or WAGE Board of Directors. Do not do anything that would be considered a conflict of interest.

Ways to Make Committees Work Effectively

1. Make sure that the committee has a purpose for existing.

2. Make sure that everyone knows what that purpose is.

3. Have the right people on the committee.

4. Remove committee members who are not right for the committee or who do not participate.

5. Don’t hold meetings without a clear reason.

6. Give advance notice of meetings.

7. Whenever possible, distribute materials in advance.

8. Encourage everyone to participate during the meeting.

9. Discourage members who monopolize the discussion.

10. Start and end meetings on time.

11. Schedule important items first on the agenda.

12. Allocate time for discussion according to the importance of each issue.

13. Send committee members a summary of the meeting, keying on the decisions made and on the assignments given.

14. Don’t have more than eight people on a committee.

15. Be specific about tasks and deadlines.

16. Don’t discuss, re-discuss, and continue to discuss items.

17. Provide an agenda for each meeting.

18. Conclude each meeting with a summary of what is to be done by whom.

19. Double-check for agreement on important issues.

20. Don’t allow unrelated discussions during meetings.

21. Make sure everyone gets credit for the accomplishments of the committee.

22. Utilize seating arrangements where everyone can interact.

23. Use name cards if attendees don’t know each other.

24. Allow some social time following each meeting.

Wage Finances

A major responsibility of a Board member is to understand the financial operations of WAGE. WAGE’s Audit Committee has the primary responsibility of monitoring the status of the finances, noting variations, and reporting to the full Board on their activities.

The primary blueprint for understanding WAGE’s finances is the operating budget. The preliminary proposed budget is prepared every January by the Treasurer and Executive Director for review of the Board. The Treasurer presents the budget to the Executive Board. A final proposed draft of the budget is then presented to the Board for their approval and adoption.

Every Board Me mbe r’s Responsib ility:

A good Board member asks questions – including financial questions. It follows that Board Members must understand their organization’s financial statements. Even though one member is elected Treasurer and there is an Audit Committee (and staff who maintain records), each Board Member must receive financial statements, review them, and ask questions about anything that is unclear. Reviewing financial statements is an integral part of fulfilling Board fiduciary responsibilities.

The Board is responsible for governing their organization, but not for managing it (unless the organization does not employ an Executive Director). Boards are, of course, responsible for ensuring that management is honest and prudent. Boards establish policy , and the Executive Director carries out the policy. Board Members should respect the line that separates governance from management. One of the ways to do this is to rely on their Treasurer to obtain information they need and to build a strong and knowledgeable Audit Committee to support the Treasurer to guide other Board Members in understanding and responding to financial developments. The ultimate purpose of financial comprehension is to help the organization achieve its mission; the negative but rare side to ignoring this responsibility is that Board Members can be held personally liable for poorly governed funds.

It may help to clarify that the only distinction between the Treasurer and other Board Members is the Treasurer’s responsibility to make sure that the following tasks are being done:

1. Needed financial records are being maintained.

2. Actual income and expenses are being compared with the approved budget, variances are noted, and corrective action taken as needed (with the approval of the Board).

3. Reports on finances are made monthly to the Board and annually to the Membership.

4. Any required financial reporting forms are filed.

These functions of the Treasurer do not, however, fulfill or substitute for the full Board of Directors’ financial responsibilities.

Financial Reports

The Board Members should insist that it receive timely and accurate financial statements from the Treasurer. The purpose of financial reporting is to make sure that the Board can base its decisions on accurate and up-to-date financial data. The reports should be provided monthly.

If the Treasurer looks at the financial statement from a common sense viewpoint and explains every significant variance, the part of the Board Meeting devoted to financial reports and review can be “short and sweet”. Discussion can be limited to action that should be taken and not spent on “numbers”. The Board should be educated to look for significant over or under income or expense categories, and should not waste time on insignificant items.

This process shares meaningful financial information with the Board. For an effective review, each Board Member must feel comfortable asking questions about any item on the financial statements.

Internal Financial Procedures for the Executive Director

The Executive Director is responsible for maintaining costs within the Board approved budget and cannot exceed budgeted costs without prior approval of the Board of Directors. It is the responsibility of the Executive Director to:

1. Review invoices for accuracy and forward to the Treasurer for payment in a timely and

efficient manner.

2. Identify any variances to the budget.

3. Deposit dues checks and any other sources of revenue promptly and send copies of the deposits to the Treasurer.

4. Serve as a resource person for the Audit Committee.

5. Make decision regarding necessary maintenance items.

6. Coordinate seminar/assemblies and travel arrangements.

7. Order promotional items as approved.

8. Meet with various vendors for member benefits.

Guide to Taking Part in WAGE Meetings

Introduction

WAGE Board of Directors meeting serves to acquaint the members with:

• Problems facing WAGE

• Plans for the future

It allows for democratic discussion and vote on where WAGE is going and the action it needs to take. The meeting gives WAGE a sense of unity and purpose which is then communicated to the members.

How to Speak

You can speak at meetings like everyone else. But you have to get recognized by the President. Raise your hand to signal the President that you want to speak. Then wait until the President recognizes you – by calling your name or pointing to you. Only the person recognized by the President may speak – everyone else must wait his or her turn. By having only one person talking, we get a chance to hear what he or she has to say.

When you speak, keep to the subject being discussed. Stick to the same topic and stay on issue. You can make a motion at a later time to discuss a different topic.

How to Make a Motion

Want something done? MAKE A MOTION! The motion is the most important tool you have at a meeting to get your ideas considered. Motions can cover a wide range of actions – from routine business matters at a meeting to major new activities by WAGE.

At the meeting, to make a motion, raise your hand and get recognized by the President, then say: “I move that we… (and tell the President what you want done).

For example, you might say – “I move that we set up an education committee.” or “…that the E- Board have regular monthly meetings”.

Before your motion is taken up, there must be a second. Some other person will have to be recognized and say: “I second the motion.” A second to the motion shows that at least two people are interested. Unless there is a second, the meeting will go on to other business. The President will ask: “Is there any discussion?” Then you or anyone else can speak – but only on the motion.

How to End Debate

Heard enough? Want to stop the discussion? Get recognized by the President and say: “I move we close debate”. Sometimes people will say: “I move the previous question” or “I call for the previous question.” It all means the same thing: Let’s end the debate.

There will have to be a second to that motion by someone else. Next the President will ask the people to vote on whether or not they want to end debate. The vote must be carried by two- thirds of the meeting. (Remember, this is not a vote on the motion, but only a vote on ending debate.) After the debate stops there is a vote on the main motion. The President will restate the motion: “It has been moved and seconded that we…” Then the President will say: “Those in favor say ‘Aye’ [pause].” “Those opposed say ‘No’.” Here the majority rules. The motion is either carried or defeated.

How to Make an Amendment

Sometimes a motion isn’t clear – you might want to add to or change part of it. You can do this by an amendment. Again, get recognized by the President. Then say: “I move we amend the motion …” [add, strike out, substitute, etc.] For example: If there was a motion to have a regular monthly E-Board meeting, an amendment to that motion might be to have the meeting one hour prior to each regular Board of Directors meeting.

The job of the amendment is to make the main motion better, not to change it entirely. If you don’t like a motion, the best thing to do is defeat it, and then make another motion. Don’t try to do this by amending the motion, or the President will tell you the amendment is out of order.

When it comes to voting, the amendment is voted on first. If it passes, you vote on the motion that now includes the amendment. If the amendment is not passed, then the motion is voted on without the amendment.

Very rarely, there is an amendment to an amendment that changes or adds to the amendment and motion. However, this can be very confusing. When there is an amendment to an amendment, the President might suggest a substitute. If everyone agrees, it can be put into a single motion. But don’t worry about the amendments to amendments – you can go for years without using one.

How to Delay a Decision

Sometimes you don’t want to decide yes or no. You need more time to get information – or you don’t have enough votes and want to avoid defeat. There are two ways you can delay a decision.

1. You can move to table the motion. After being recognized by the President say: “I move we table the motion.” If there is a second, the President will call for a vote without further debate.

2. You can delay a decision another way – by referring the motion to a committee. Get recognition then say: “I move we refer the motion to the _____ Committee.” You can refer it to any committee of WAGE, including the Executive Board.

When There Is a Problem

Sometimes you get confused at a meeting. It can happen to anyone. You suddenly are not sure of what is happening. You don’t have to just sit there and remain confused. Get up and ask the President. “I rise for information.” The President will ask you what you want. Tell the President your question.

A more serious issue occurs when, for example, there is a motion on the floor under discussion, and you feel that the member who has just been recognized is not speaking on that particular motion. In these kinds of cases, you can stand up and say: “I rise on a point of order.” The President will ask for your point and once you have explained (“I believe that Susie Q. Director is not speaking on the motion”), the President must make a ruling.

Another problem may occur if the Chair has made a ruling that you feel was clearly wrong. If you are convinced that the error was in fact serious enough to justify some action, you may appeal. Rise and say: “I appeal the ruling of the Chair.” The question of whether to uphold your appeal or to agree with the ruling of the Chair is then put to a vote by the members. Here, the members make the final decision.

Effective Board Meetings Need Planning

The role of a nonprofit Board is to plan for the future, approve policies and ensure adequate resources to fulfill the organization’s mission.

That should be the focus of Board meetings. Nonproductive meetings result in a lack of vision for the organization, low attendance and Board Members who feel their time has been wasted.

To maximize the Board’s talents, use these tips to run a well-organized meeting:

◆ Use a consent agenda. This is a time-saving tool that enables the Board to act collectively – usually with one vote – on routine, noncontroversial items. These can include past minutes, standard reports and financial statements. However, any Board member can request an item be pulled from the consent agenda for discussion before the vote is taken.

◆ Have materials distributed in advance. Distributing materials at the meeting is disruptive and prolongs the meeting. Produce and distribute the agenda and supporting materials at least five days before the meeting, although the organization’s bylaws may stipulate the minimum amount of time.

◆ Come prepared. If the materials are mailed early, the Board Members have an obligation to read the information – or at least have the courtesy to open the packet in the parking lot before you arrive.

◆ Set times for each agenda item. The Board chair should allocate a specific amount of time to discuss each item and must hold the Board to that limit. This requires diplomacy and agility, but is critical to keeping the meeting moving. If consensus or action cannot be reached on any one time, table it until the next meeting. To keep the Board sharp and focused, limit the meeting to no more than two hours.

◆ Focus on planning, policies and governance – not management. Board meetings should not focus on running the organization or day-to-day issues. That’s the staff’s job. A good Board Members’ motto is: Keep your noses in – but fingers out – of the internal operations of the organization.

◆ Leave some time for Board education and development. Not everyone has all of the information or skills to be effective advocates for the organization. Education and training will help keep the Board knowledgeable and provides a break from the routine of other agenda items.

◆ Have some fun. Socializing, informal discussions and trading stories build Board cohesion and improve communication. Laughter is a powerful bond. Board volunteers need to feel they are making a difference, but more importantly the Board meetings need to generate positive energy.

For more information on running an effective meeting and conducting Board training, contact BoardSource (formerly called the National Center for Nonprofit Boards). Its mission is to build strong and effective nonprofit Boards. It also offers a free “Ask the Consultant” service for Board Members. The web site is www.Boardsource.org.

http://www.boardsource.org/

WAGE Assembly Outline

The WAGE Assemblies are currently held bi-annually. It is decided at the assembly where the future assembly(s) will be held and who will host.

The Host has certain requirements which are outlined in the Host Responsibilities. The first and foremost is to offer suggestions for an assembly venue so that bid requests can be sent out. Advance planning will help secure the necessary dates as hotels with assembly space book their spaces a year or more in advance.

Hotels and/or event management sites (ie: CEvent.com) are contacted with information such as top three dates; number of attendees; food & beverages requirements; meeting room set-up; quantity of guest rooms etc.

After bid responses are returned, a comparison is given to the WAGE Executive Board to decide on a venue. The Executive Board will make a recommendation to the Board of Directors. The chosen venue is then contacted to negotiate the contract. Key points of the contract are the quantity and price of guest rooms per night and the food & beverage minimum.

It is imperative to research previous assemblies to get an estimate of the number of attendees for each night including pre- and post-assembly nights. If the number of rooms reserved falls short of what is agreed upon then there can be an attrition charge. This means that WAGE would be responsible for the rooms blocked but not reserved, up to a certain percentage as stated in the contract. Current practice is to block the minimum number of rooms as early as possible to avoid the attrition charge, especially for the days prior to the actual assembly dates. If the attendees reserve their rooms far enough in advance of the cut-off date, it is possible to add more rooms to the block.

A guest rooming list can be obtained to ensure that the correct number of rooms has been blocked and hotels will sometimes offer a room drop date.

The WAGE budget is approximately $5,000 per conference which covers but is not limited to food, audio/visual, set up fees and other incidentals. The average costs are listed below: Continental Breakfast $15 per person Coffee / Tea $40 per gallon (approximately 16 cups) Plated / Buffet Lunch $27 per person Mid-day snack $13 per person A/V set up w/screen $125 per day Microphone $75 per day

These costs do not include service charges which are approximately 20% and taxes. The food and beverage minimum is the second most important point of the contract. The average food & beverage minimum that hotels will offer is $3,200. It is preferred to keep the food & beverage minimum as low as possible especially since the number of attendees is not a stable number. When the minimum is higher than expected or the attendance is down, extra meals, coffee, or snacks need to be ordered. This will usually be in the form of continental breakfast or extra coffee.

Banquet room charges are usually waived with an average food & beverage minimum. If the minimum is too low, a fee for the room may be assessed.

WAGE Assembly Outline cont.

Room set up is in the form of banquet round tables of eight unless a different layout is discussed at the Board meeting. An extra table is set up for raffle prizes in the room and another table outside the assembly room for registration.

Lunch is usually set up in separate room at no extra cost. Meal choice cards should be printed if a plated lunch with meal choices is ordered rather than a buffet.

Audio/visual equipment consists of a podium, microphone and screen. WAGE owns a projector.

The Board meeting on Thursday evening is short and does not require any set up. If the assembly room is ready, the meeting will take place in that particular room. It is the same procedure with the Board meeting at the end of the assembly on Saturday.

The point of contact for the entire assembly is the Administrative Assistant. Should any issues arise, the assistant should be notified who will then inform the hotel contact. This is done to avoid any confusion or unnecessary charges.

November 23, 2014

Wage Assembly Hosting Responsibilities

1. Offer input on hotels in the assembly location.

2. Topics for the assembly

a. A list of potential topics will be provided by WAGE from the affiliate members.

b. Chosen topics should be relevant to WAGE member organizations that have collective bargaining and/or are in right-to-work states.

3. Speakers

a. WAGE will assist in locating speakers if help is needed.

b. Every attempt should be made to secure a local speaker before choosing one from out of the area.

c. Once speakers have agreed to speak, their name, topic speaking on, preferred date and time and their contact information should be provided to the Executive Director or the Assistant so arrangements can be made.

4. File folders for each assembly attendee with information

a. Agenda

b. Bios on speakers

c. WAGE University papers (if any)

d. Additional information such as flyers for socials, area attractions etc.

5. Provide a minimum of three (3) individuals to manage the registration on Friday morning.

6. Raffle Tickets

a. 50/50 raffle: Approximately three rolls of different colored two-part tickets.

b. Door Prizes: One ticket for each attendee that is a different color than the 50/50 ticket.

Hosted Socials

Hosted socials are not mandatory of our hosting associations. They are solely at the discretion of the hosting association and their own Board of Directors. All arrangements will be handled by the hosting association. This includes venue, menu and billing.

November 23, 2014

Assembly Responsibilities of The Executive Director And Assistant

1. The Executive Director and Assistant work in conjunction with the hosting organization but are ultimately responsible for the assembly program/agenda.

2. All negotiations with host hotel. This includes assembly venue and set-up, hotel rooms and food associated with the assembly

3. Make contact with assembly speakers to confirm topic and availability (date/time on agenda)

4. Preparation of assembly agenda.

5. All travel arrangements, hotel rooms and any fees associated with speakers.

6. Name badges.

November 23, 2014

Policies & Procedures

November 23, 2014

Election Procedures

The WAGE Board of Directors adopted the following rules to govern the election of officers at the WAGE Spring Assembly. The nomination of candidates and the election of the WAGE offices of President, Vice President, Secretary, Treasurer and Member-at-Large shall be held in accordance with these rules and procedures.

The Board of Directors will elect, from the members of the Board of Directors, the following Executive positions: a President, Vice President, Secretary, Treasurer and one (1) Member-at- Large to serve as the Executive Committee. Candidates for elected offices must have served as a member of the Board of Directors for no less than one (1) year prior to assuming an office and shall be selected as provided in Article III, Section 2 of these Bylaws by nomination and vote of the members of the Board of Directors present at the meeting in which the elections are held. The nominee receiving the most votes for an office shall be elected to that office.

The individuals elected to the Executive Committee shall serve two-year terms with the President, Secretary and Member-at-Large standing for election at the Spring Assembly in the even numbered years and the Vice President and Treasurer standing for election at the Spring Assembly in the odd numbered years.

Elections for President and Secretary shall not occur at the same time as the election for Vice President and Treasurer, unless an office is vacated.

In the event elections are not held within the two year period as required, the office(s) that expired first shall be put to election, with the other officers remaining in power until the following year.

November 23, 2014

Scholarship Procedures

The Scholarship application will be available for applicants by April 1st and must be turned into the WAGE affiliate by July 1st.

The affiliate is responsible for opening and verifying that the information submitted with the application is correct and that transcripts are original per the requirements. The scholarship packet in its entirety is to be emailed to the Scholarship Chairperson within five (5) working days. Afterwards, the original packet is then mailed to the Chairperson.

After verifying the clarity of the email, the Chairperson will forward the email to the committee members for selection.

The Committee will notify the Board of the scholarship recipient by email and the Chairperson will email the recipient’s application to the Treasurer and Secretary.

The Treasurer will send the check to the institution.

The Secretary will keep the application information in an electronic file.

The Chairperson will then shred the original application(s).

November 23, 2014

Assembly, Seminar, Class Attendance Policy

A Board Member who attends a conference, seminar or class will be expected to submit within ten (10) working days thereafter, a one paragraph evaluation of the program to the Member-at- Large. The evaluation will assist in determining the validity of the program and will then be provided to the Board of Directors at the next scheduled Board meeting.

Failure to provide a written evaluation could jeopardize eligibility to attend future events on behalf of WAGE.

Any Board Member authorized to attend an expense paid assembly, seminar or class who fails to attend the program and does not have a written excused absence from the WAGE President, will be responsible for reimbursing WAGE within ten (10) working days after the program for expenses incurred by WAGE in relation to and including but not limited to, airfare, registration, tuition fees, books and or any assessed cancellation fees.

November 23, 2014

Board Expense and Reimbursement Policy

It shall be the policy of the Working Assembly of Governmental Employees to pay or reimburse the reasonable and necessary expenses of Board Members incurred as a result of their attendance at and participation in assemblies, seminars and/or workshops where such attendance has been authorized by the Board.

Such expenses shall include but is not limited to:

• The actual cost of accommodations for the event; • The actual cost of airfare, rental car or taxi fees; • The cost of food during the time of attendance.

In all cases, receipts showing the date, location and amount of expenses to be reimbursed shall be attached to a Reimbursement Form (see example) and provided to the Treasurer within a reasonable amount of time.

Reimbursement Form Name:

E-mail:

Purpose:

Approved

Expenses Dates Details Amount

Transportation Air Taxi Rental car Other

Air Taxi Rental car Other



Lodging

Meals Breakfast Lunch Dinner

Breakfast Lunch Dinner



Conference

Other

Signature Date

Please attach receipts for all listed expenses, sign and email or mail to: [email protected] 2911 Vista Point Rd, Richmond, VA 23113

mailto:[email protected]

November 23, 2014

WAGE Policies for Board of Directors

A. Press Relations – The only individuals authorized to speak to the press are the Executive Director and the President. All others should forward requests from the press to them.

B. Confidentiality – Please use discretion when relating information discussed at meetings.

C. Conduct at Meetings – Meetings are governed by “Roberts’ Rules of Order” and are open to all WAGE members unless the Board goes into closed session.

D. Board of Directors Votes are Binding – Virtually every action by the Board requires a majority vote. Any discussion or dissent should be during the debate on an issue. A majority vote binds every Board of Director to the decision made by the entire Board and that decision becomes official Board policy. It’s fine to disagree in caucus, but present a unified front to our membership.

November 23, 2014

Endorsement Guidelines

If WAGE has been approached with inquiries in regard to product endorsements for various benefit programs, ie: dental insurance, auto insurance, vision etc., the following guidelines must be followed:

1. All requests for WAGE endorsements shall be reviewed by the Executive Board at the meeting following the request.

2. A formal proposal must be submitted by the petitioner detailing the product/service being offered, including costs and commissions and how these costs/commissions shall be divided.

3. A list of references shall accompany each proposal with specific names and addresses of contact persons.

4. If possible, a representative of the company shall be available to make a presentation to the Executive Board.

5. The Executive Board will make a recommendation to the Board of Directors.

6. Any WAGE endorsed program shall be made available to WAGE affiliates on a volunteer basis.

7. The WAGE executive Director shall monitor WAGE endorsed programs to insure compliance with contracts/agreements.

8. Continued endorsements by WAGE affiliates shall be at the discretion of each affiliate.

November 23, 2014

Conflict of Interest Policy for Board Members

In General Members of the WAGE Board may have interests that conflict with those of the organization. Board Members must be conscious of the potential for such conflicts and act with candor and care in dealing with such situations.

Conflicts of interest involving a Board Member are not inherently illegal nor are they to be regarded as a reflection on the integrity of the Board. Rather, this policy is intended to prescribe methods by which the Board and individual Board Members should disclose conflicts and how they should proceed in the face of such situations. In general, a Board Member’s conflict will be cleared of any consequences by, first, full disclosure and, second, approval or ratification of the subject action by a disinterested majority of the Board.

Definition A conflict of interest is present whenever a Board Member has a material personal interest in a proposed subject to which WAGE may be a party. This interest can occur either directly or indirectly. A conflict can exist even without a monetary or other tangible benefit being received by a Board Member.

Procedure A Board Member should be sensitive to any interest he or she may have in a decision to be made by the Board and, as far as possible recognize such interest prior to the discussion or presentation of such a matter before the Board. When a Board member has an interest in a matter being considered by the Board, the Board Member should disclose the conflict before the Board takes action on the matter. Such disclosure shall be made to the President prior to the matter being considered by the Board.

November 23, 2014

Conduct Unbecoming Policy

Conduct Unbecoming is any conduct which:

1. Adversely affects the morale, operation, and/or efficiency of the Working Assembly of Governmental Employees.

2. Lowers or destroys public respect and/or confidence in the Working Assembly of Governmental Employees, its membership and/or its employees.

3. Brings discredit upon the Working Assembly of Governmental Employees, its membership and/or its employees.

4. Board Members, committee members, and employees of WAGE shall conduct themselves at all times, both on and off duty, in such a manner as to reflect favorably upon the Working Assembly of Governmental Employees.

5. Failure to comply with the aforementioned policy may result in the request for resignation from a Board position, or from your position as a committee member.

November 23, 2014

Code of Conduct Policy

I, , pledge to adhere and to abide by the Code of Conduct inscribed below:

1. Maintain the highest standards of personal and professional integrity, honesty and

fortitude in all public activities so as to inspire and promote public confidence and trust in the Working Assembly of Governmental Employees.

2. Respect individual differences of age, sex, race, national origin, religion, political affiliation, social status, and other personal characteristics because society is enriched and strengthened by diversity and pluralism.

3. Fight against all forms of discrimination, fraud, and mismanagement of resources, and assist the people who are responsible for correcting and preventing those abuses.

4. Strive continuously to grow in knowledge and skills; be alert and receptive to new ideas; share knowledge with and contribute to the professional growth of colleagues; and make a commitment to the advancement of Labor Management Relations.

5. Ensure that undue personal gain is not made from the performance of official duties and that personal acts do not conflict with the conduct of professional duties.

6. Serve the members with respect, concern, courtesy, and responsiveness, recognizing that service to the members is a greater good than service to oneself.

7. Act in a professional manner at all meetings with great respect to all Board Members at all times.

8. Ensure that WAGE Board discussions held in confidentiality stay that way. Board votes and outcomes in general are entered into meeting minutes not the discussion of personal votes.

9. All financial information requested by a member organization shall be released as requested. In the event it contains information regarding a member of the Board of Directors, the Board member shall be notified of the release of such information.

Signed Date

November 23, 2014

Conclusion

Remember, as a WAGE Board member, you are making decisions for approximately 70,000 members. Our members deserve the best we can offer. These Guidelines can help you in doing your best, help you in situations where you are unsure of Board policy; or in situations where you are asked to do something you don’t want to do because you are a Board member. All additional questions on policy and conduct should be brought to the entire Board of Directors.

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