connecting the dots: leadership roles & responsibilities
TRANSCRIPT
Connecting the Dots:Leadership Roles & Responsibilities
TinaHand
-2021 President
-2020 President
- Leadership Summit Re-imagined
Getting the most out of your year
THINGS YOU NEED TO KNOW
THE LEADERSHIP AGREEMENT
Q & A
Presenters
Tricia Thomas, RCE, CEO Tom Jacobson, Esq
The Corporate Highway
Mission = The Destination
Members = Passengers
Values & Culture = The Experience of the Journey
Strategic Action Plans = Our GPS
Board of Directors = Create and enforce the Rules of the Road
Governing Documents = Guardrails
CEO & Staff = Bus Driver, Construction and Maintenance Crew
Board of Directors
▪ Set the Vision
▪ Set Goals
▪ Govern
▪ Make Policy
▪ Review/Act on Strategic Action Plans & Budget
▪ Monitor Progress & Adjust
▪ Support the Culture
Chief Executive Officer
▪ Manages Staff
▪ Carries out policies
▪ Ensures Action Plans/Budget are followed
▪ Advises the Board
▪ Align the management of the association with the Values and Culture
Protections for the Board of Directors
You are not individually liable to the corporation for any damages that result from any act or failure to act as long as it can be proven that you have NOT ◦ Breached your Fiduciary Duties ◦ Violated the Governing Documents◦ There was no intentional misconduct, fraud, or a knowing violation
of the law
Directors & Officers Insurance and Errors & Omissions Insurance◦ Volunteer Immunity◦ Indemnification
However……….
By serving in a leadership position, you are agreeing to indemnify Bay East if you fail to act within these Fiduciary Duties
Successful leaders are responsible for….
Leadership Oversight – To further the Association’s core
purpose (mission), by approving its Strategic Plan, its
policies, procedures and its position on issues that relate to
the mission …
To help our members succeed as real estate professionals
Policies are your Friend
Policies are the wisdom of prior Boards to communicate the best processes for
current & future boards.
Easier to change than the Bylaws
You can find them in:
◦ Corporate Policies & Procedures (CPPs)
◦ Investment Policy Statement
◦ Housing Policy Statement
◦ Accounting Policies and Procedures
◦ Employee Manual
Successful leaders are responsible for….
Operational Oversight – aligning association resources to ensuring
the Mission is fulfilled.
“This doesn’t mean you should watch the sausage being made”-
Glenn Tecker
Effective delegation based on mutual trust and respect are keys to
success.
◦Committees, SMEs
Successful leaders are responsible for….
Cultural Oversight – the consistent application of the
association’s core values and culture which are essential in
guiding and nurturing the success of the members, the staff
and the leadership.
Collaboration, Integrity, Vision, Inclusion, Leadership
Your Leadership Duties-The Leadership Agreement
Duty of Loyalty and Fiduciary
Confidentiality
Code of Conduct
Antitrust Compliance
Conflict of Interest
Leadership Agreement Summary
Duty of Loyalty
You are charged with establishing and supporting Bay East public and governing policies
You agree to communicate consistently with that charge
You agree to avoid making any public statements on social media or otherwise that are contrary to achieving Bay East’s objectives or that reflect badly upon Bay East’s reputation
THINKBEFORE YOU POST
Duty of Care
Actively participate
◦ Review the meeting Agenda and materials in advance
◦ If you miss a meeting, make sure you review the Minutes and get more information if you need
◦ Ask questions … … But avoid “me” questions
◦ Be informed on financial matters
◦ Adopt an appropriate budget and financial policies
◦ Make sure funds are used for the Association’s stated purposes
◦ Don’t get overly involved in the administration of programs once the Action Plans and Budget are approved
Duty of Obedience
Obey State and Federal statutes including anti-discrimination laws
and the Fair Housing Act
Comply with the Association’s Governing Documents (Bylaws,
Articles of Incorporation, Corporate Policies & Procedures – aka-
CPPs)
Seek professional advice when necessary (Legal, Financial, etc.)
Oops I forgot …
- You may be removed from your leadership position
- By serving in a leadership position you are agreeing to indemnify
Bay East if you fail to act within these Fiduciary Duties
Duty of Care – Removal – Bylaws Section (Article X, Section 23)
1. who has been declared of unsound mind by a final order of court;
2. who has been convicted of a felony, even though said conviction may be under appeal;
3. who has been absent from two (2) consecutive meetings of the Board of Directors or who has been absent for a total of three (3) meetings during a calendar year;
4. who has been found in violation of a publishable Ethics violation (defined in accordance with the California Code of Ethics and Arbitration Manual);
5. who has been found in violation of the Leadership Agreement (see Bay East Corporate Policy and Procedures, Section 30);
6. who has not fulfilled the required C.A.R. Professional Standards Training (see Bay East Corporate Policy and Procedures, Section 6.9).
Your Leadership Duties-The Leadership Agreement
Duty of Loyalty and Fiduciary
Confidentiality—Executive Session
Code of Conduct
Antitrust Compliance
Conflict of Interest
Code of Conduct
-No harassment (verbal, physical, online, in person)
-Be Civil and Respectful
-Proper use of your title
Restrictions on Using Your Title
Leaders of Bay East Association of REALTORS® (the Association)
shall not use any title or affiliations relating to the Association on
their signature blocks for e mails, correspondence or any other
written communications when discussing matters that have not
been specifically endorsed by the Board of Directors of the
Association and specific permission has been given to the
undersigned to make reference on the signature block to the
author’s relationship with the Association.
Board Meetings-CPP Section 6.14
Attend and participate in all meetings of the Directors and special meetings to include at a minimum the following: monthly Board of Directors meetings; all special meetings at the call of the chair; Inaugural; C.A.R. President’s Annual Visit; and Leadership Summit
Meeting Protocol
Virtual Meeting: CPP – Section 30.04
Be on time and be prepared. Please review the meeting agenda and any additional
documents prior to the meeting.
Stay mentally present. Please do not multi-task when attending a virtual meeting;
we need your full attention.
Stay on motion topic. Chair will limit discussion to 5 minutes total/issue and allow
Committee members to speak twice to an issue.
Address problems not people. There will be differences of opinion. You may not
agree with everything discussed, but please be open to hearing other perspectives.
If you disagree, respectfully challenge the idea rather than the person.
Tom Jacobson
- Represents Bay East on Association and MLS Issues
- Has extensive experience representing MLSs and REALTOR® Associations on industry-related issues
- Also represents CCAR
- A total badass
Tom Jacobson, Esq
The Role of the Corporate Director in a
Nonprofit Mutual Benefit Corporation
Why do we use this form?
How is it different from your businesses?
THE PURPOSE OF THE CORPORAT ION IS TO SERVE AS A TRADE ASSOCIAT IO N AND
PROVIDE SERVICES AND PRODUCTS TO REAL ESTATE PROFESS IONALS CHOOS ING TO JO IN
PROFIT IS NOT THE MOTIVE
SERVICE IS THE MOTIVE
Why do we have Directors?
Responsible for the overall management of the corporation
California Corporations Code, Section 5210:◦ Each corporation shall have a board of directors. Subject to the provisions of this part and
any limitations in the articles or bylaws relating to action required to be approved by the members (Section 5034), or by a majority of all members (Section 5033), the activities and affairs of a corporation shall be conducted and all corporate powers shall be exercised by or under the direction of the board. The board may delegate the management of the activities of the corporation to any person or persons, management company, or committee however composed, provided that the activities and affairs of the corporation shall be managed and all corporate powers shall be exercised under the ultimate direction of the board.
OVERALL MANAGEMENT
“the activities and affairs of a corporation shall
be conducted and all corporate powers shall be
exercised by or under the direction of the
board”
DIRECTOR’S INDIVIDUAL AUTHORITY
What authority (“power”) do you have as an individual director?
-None
How do you exercise your position as a director of the corporation?
-Directors participate in meetings of the Board of Directors
-Directors act through participating in an “Action by Unanimous Consent”
FIDUCIARY DUTY
California Corporations Code, Section 7231:
A director shall perform the duties of a director, including duties as
a member of any committee of the board upon which the director
may serve, in good faith, in a manner such director believes to be in
the best interests of the corporation and with such care, including
reasonable inquiry, as an ordinarily prudent person in a like position
would use under similar circumstances.
FIDUCIARY DUTY
It is without dispute that in California, corporate directors owe a fiduciary
duty to the corporation and its shareholders and now as set out by statute,
must serve “in good faith, in a manner such director believes to be in the
best interests of the corporation and its shareholders.”
Berg & Berg Enterprises, LLC v. Boyle (2009) 178 Cal.App.4th 1020, 1037
This means you must not self deal, act only in the best interest of
corporation and deal with matters of the corporation in the same manner as
you do with your clients
PROBLEM EXAMPLES
1. Directors not paying for products & services
2. Directors acting independently of Board authority
3. Directors giving orders to staff
4. Directors acting in community without authority
5. Directors running committees w/o reporting
6. Directors giving business to their businesses
7. Failure to respect tradition and culture
DELEGATION OF RESPONSIBILITIES
“The board may delegate the management of the activities
of the corporation to any person or persons, management
company, or committee however composed, provided that
the activities and affairs of the corporation shall be
managed and all corporate powers shall be exercised under
the ultimate direction of the board.”
DELEGATION TO STAFF
Who has been delegated to perform the day to day operations of the corporation?
-The day to day operation of the corporation has been delegated to the Association Executive.
-The Chief Executive Officer hires and maintains a staff to perform the day to day requirements of the corporation consistent with the direction and policy of the Board of Directors
DIRECTORS AND THE STAFF
What is the proper procedure to obtain support for Board of Directors and Committee work?
1. Work with designated staff liaison.
2. If no designated staff liaison---go to the CEO to obtain staff assistance.
3. Do not take it upon yourself to go directly to staff unless previously directed otherwise.
WHY?
STAFF RELATIONS
1. The CEO needs to maintain control of the office
2. The CEO knows the workload of the various staff members
3. We do not want to undermine authority of CEO
4. Employee relations is a very complicated area and we need to
preserve order
5. Chatting with office personnel interferes with their work
requirements
STAFF ISSUESWhat do you do if a staff member comes to you to complain about another
staff member or working conditions?
1. Stop the conversation and advise them they must speak with their
immediate supervisor. Advise the CEO
2. Do not become a “good listener”
3. Do not allow yourself to be placed in the middle
4. Do not attempt to resolve
BUT WHAT IF THEIR COMPLAINT IS AGAINST CEO?
The CEO
1. Stop the conversation and tell them to speak withthe President and/or the Chief Financial Officer.
2. Call President and report what you have told
employee.
3. President will address the issue.
Reporting a Complaint
Corporate Policies & Procedures: Section 33.04.
Any person with concerns regarding Unethical conduct
including, but not limited to, potential violations of the law and
or of Association rules, policies or procedures, financial or
accounting matters, internal accounting controls, or auditing
matters involving someone who is below the level of CEO may
report their concerns on a confidential or anonymous basis to
the CEO by calling 925 730-4073.
Reporting a Complaint (continued)
Corporate Policies & Procedures: Section 33.04.
In the event the concerns involve a person at the level of CEO or above,
including members of the Board of Directors, the concerned party may
contact the CFO or in the alternative, may send a confidential letter to the
CFO or president of the Association. All good faith complaints shall be
investigated and the person making the complaint will receive a follow up
contact, either in writing, by phone or in person, if further details are
required or needed.
MEETINGS OF THE BOARD OF DIRECTORS
Purpose of having a group is to share experiences and ideas.
When there is disagreement there is a wealth of experience that can be used to persuade
“I have never learned something from someone who agrees with me”
1. RegularHeld at set times—i.e., last Monday of the month
2. Special Requires notice in accordance with the bylawsMust include agenda of what will be discussed
ACTIONS BY UNANIMOUS CONSENT
A motion can be signed by all directors without necessity
of a meeting.
Can use e mail.
Critical element is “Unanimous” consent.
WHY?
CONFIDENTIALITY & NON-DISCLOSURE
Why is this always such a big issue?
1. Competitive Business
2. How many of you would share your business strategies with your competitors?
3. Favorable Pricing
4. Carefully controlling what you tell those outside of Board of Director Meetings.
5. How do we inadvertently disclose?
6. Constantly need to be reminded
Questions?