boards. board titles board of directors board of directors –mainly in the commercial sector &...
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Board Titles
Board of Directors– Mainly in the commercial sector & non-
profit sector Board of Trustees
– Mainly in the public sector Park Commissioners
– Mainly in the public sector Advisory Councils
– All sectors
Independent Board
In all 3 sectors
Strongest type of board– Ultimate authority– Commercial -
shareholders
3 basic authorities…
Independent Board
3 basic authorities…– Policy setting
Set policy to guide operations
Be involved in policy setting & not daily operations
Decision
Making
Oversight
Policy Setting
Independent Board
3 basic authorities…– Decision making
Provide sound financial management
– Adopt a budget, raise funds, ultimate fiscal responsibilities
– Public independent boards (park districts) can assess taxes; advise & council top management
Hold property title Select capable &
effective CEO
Decision
Making
Oversight
Policy Setting
Independent Board
3 basic authorities…– Oversight
Programs, operations, etc.
To advise & counsel management
Oversee CEO
Decision
Making
Oversight
Policy Setting
Semi-Independent Board
Public agencies only
Appointed…usually by City Council or mayor
Difference between city mgr, mayor, & strong mayor?
Semi-Independent Board
Strong mayor – council– Elected mayor has administrative control over
city– Mayor has power to…
Hire & fire department heads Act as CEO Prepare & present budget
– Council… Acts as the legislative body Approves actions of mayor
– NYC, LA, Bloomington, IN
Semi-Independent Board
City manager – council– Hire a professional city manager to run
city– CM has responsibilities of the strong
mayor but isn’t elected– Can have an elected mayor to:
Preside over council meetings Serve as spokesperson for the community Assist council in decision making and policy
setting– Found in B-N, Charlotte, Las Vegas
Semi-Independent Board
Authority:– Operating policies– General administration practices
Depends on an independent board for ultimate authority & approval and allocation of funds
CEO may answer to the board or mayor/city manager
Advisory Boards
Prominent in npo & public agencies May serve an entire population,
neighborhood, special interest Examples
– CU Special Recreation Advisory Board– RPA Advisory Council– Teen Boards– EDP, IU, NRPA
Advisory Boards
May be elected or appointed
May be given limited powers– Manage its own affairs– Raise $$ for special projects– No final authority or responsibility
Advisory Boards
Functions– Sounding board for community & staff– Do studies & special projects & make
recommendations– Opportunities for citizen involvement– Advocacy when needed
EDP
Corporate Advisory Boards
Panel of experts– From other corporations– Have specific expertises– Modest retainer fees– No legal responsibility– Review strategic plans, marketing plans,
special issues
How to Become a Brd Member
Independent – elected– Market/Commercial sector
Nominating committee makes nominations Elected by members/shareholders
– Public Sector Petition to run for election
– Nonprofit Sector Nominating committee Vote of membership or… Self perpetuating – vote of the board
– Time, treasures, talent
How to Become a Brd Member
Semi-independent – appointed– Public – interviews, political
appointments
Advisory– Appointed– Some self-perpetuating
Fiduciary Duties
Do what is best for the org.– Loyalty to the org– Avoid conflicts of interest
T-shirt bids, land development, auditing firm Investing corp. funds in own company
– Act in good faith & with honesty– Use good judgment– Obedience
Follow laws, bylaws, statutes, charters
Operating Procedures Bylaws
– Outlines basic legislative procedures– Each board member is responsible for
knowing the bylaws– Includes:
Board membership rules Board leadership info Voting rights (ie. proxy, quorum) Meeting requirements
– How often, how notice is given– How to amend bylaws
Operating Procedures
Board Meetings– Agendas
List every item to be presented No surprises, unless an emergency
– Add to agenda at the beginning of the meeting Agendas & materials arrive 5-10 days in
advance– Minutes from previous meetings– Study materials
Agenda topics….
Workout Company Board of Directors2/05/13, Noon, 123 E. 4th Street
Board Meeting Agenda1. Call to order2. Roll call of members present3. Reading and approval of minutes 4. Officers’ reports
a. Presidentb. Vice Presidentc. CEO
5. Committee reports a. Financeb. Membership
6. Old business7. New business8. Announcements9. Adjournment
Operating Procedures
Board Meetings– Minutes
Legal documents
– Open meetings act – public only Advanced meeting announcements Meetings open to the public
– Meeting defined as a majority of the board members
Closed sessions
Board Structure
Length of term– 3-5 years
# of board members– 5-7
Composition of board– Geographic, diversity, skill sets
Board Structure
Rotation– @ 1/3 rotate off
each year
– # of years to be off board before coming back on
Board Structure
Officers– President/Chair– Vice President/Vice Chair– Secretary– Treasurer– Others???
– Not all board members need to be officers 5 person board – 2-3 officers 7 person board – 3-4 officers
NRPA Board of Trustees
70 person board– 36 citizens, 34
profess.– Reps
Regions, branches, at-large
21 person board– 11 citizens, 10 profess.– At-large reps
Quotas on #’s per state IL=6
Officers: Chair of the board & vice chair (citizens); president, vice president, past president, president elect (professionals); sec & treasurer for both
Terms: 3 years, 2 max.
Example
10 person board, 4 yr terms– 2010 – 2 rotate off– 2011 – 3 rotate off– 2012 – 2 rotate off– 2013 – 3 rotate off
Officers– Chair– Vice Chair– Secretary– Treasurer
8 person board, 4 yr terms– 2 rotate on & off
each year
Officers– Chair– Vice Chair– Secretary/Treasurer