deborah levy, msw executive services and nonprofit consulting [email protected] 415.847.4040...

Deborah Levy, MSWExecutive Services and Nonprofit Consulting

[email protected]

DeborahLevyConsulting.org

November 12, 2015

Introduction to Board Governance

mailto:[email protected]

Executive Services and Nonprofit Consulting

2

Board Member Responsibilities

3

Board Member Responsibilities

Hires and evaluates the CEOAttends board meetingsServes on a minimum of one committeeDonates annually and assists with fundraisingUnderstands legal responsibilitiesHelps develop strategic planLends expertise


4

LEGAL DUTIES OF NONPROFIT BOARD MEMBERS IN CALIFORNIA

• Duty of Care • Duty of Loyalty

• Duty of Obedience


5

Duty of Care

• Attendance at board meetings• Informed about key organizational activities• Understands and is informed about

management of finances• Informed when making decisions


6

Duty of Loyalty

• Acting in good faith

• Allegiance to the purpose

• Best interests of org must prevail over personal interests

(Conflict of Interest Policy)


7

Duty of Obedience

• Follow organization’s bylaws and articles of incorporation

• Ensure that funds are being used for lawful purposes• Compliance with all local, state and federal laws

(Directors and Officers Liability Insurance)Executive Services and Nonprofit Consulting

8

Dual Roles of Board Members

Role confusion: Governance vs. Support

• Board as a body directs the CEO, makes policy decisions, votes

• Board members do not have final say when:VolunteeringProviding pro bono servicesFund raisingAdvocating


9

Great Boards vs. Individual Members

• Board members cultivate the Board as a distinct entity

• The Board is different from Board members. • The Board directs the organization via chief executive • Individual board members do not direct staff,

except when authorized to do so• The Board regularly evaluates itself


10

Role of Board and Staff

• Trend toward blurring of roles• Moving to more collaborative leadership• Joint work on committees• More sharing of strategic work• Maintain fiduciary responsibility • Must have clarity on which decisions made by board and which by CEO


11

Role of Staff in Fulfilling Board Goals

• Board (and staff) sets goals and looks to outcomes

• Staff may choose a road that individual board members wouldn’t

• Board should only provide alternative recommendations to CEO

Board and staff develop goals Staff chooses approach to reach goals Board measures outcomes


12

Role of CEO

• Partners with Chair and board members• Facilitates interaction among board members• Responsible for keeping board members aware of

current trends.• Ensures a structure for board development

Board orientation Job descriptions Committee goals Strategic planning


13

“Never doubt that a small group of thoughtful, concerned citizens can change the world. Indeed it is the only thing that ever has."

Margaret Mead


14

Governance as Leadership: Reframing the Work of Boards

Fiduciary Strategic

GenerativeFrom Governance as Leadership, Richard Chait, et.al


15

FIDUCIARY

An individual in whom another has placed the utmost trust and confidence to manage and protect property or money. The relationship wherein one person has an obligation to act for another's benefit.


16

Governance as Leadership: Reframing the Work of Boards

StrategicMajor decisions about resources, programs and services. Determines priorities, gauges community response, what is our future.

GenerativeBoard engages in deeper inquiry, exploring root causes, values, optional courses and new ideas.



17

How to Keep Your

Board Involved

18

Orientation of Board Members

Essential to agency success• Handbook plus training meeting• History• Elevator speech• Key issues facing board• Reading financial statements• Consider a buddy system


19

Effective Meetings

Govern More, Manage Less• Use consent agenda• Use written reports as way to stay up-to-date• Link agenda to strategic goals and budget• Pay attention to matters of policy and strategy• Shared responsibility to stick to the issues at hand• Leave time for in-depth discussions • Make it congenial – snacks, humor


20

Role of Committees

• Make recommendations to full board on strategic planning or development of policies

• Support and monitor CEO in meeting annual goals• Committees should only do staff functions if requested by staff• Committees should not duplicate efforts of

staff.


21

Committees of the Board

• Standing committees are named in bylaws• Can have other standing or can use ad hoc

committees to meet current challenges• Each committee should have a written description• Non-board members can serve on committees


22

Committees of the Board (cont’d)

• Board members should chair committees• Committees should consist of at least three

members to provide enough capacity and diversity of thought to complete the tasks assigned

• Annual Goals for each committee should be approved by the Board and CEO


23

Strategic Planning

• Allows for planning best approaches to implementing mission

• Strategic Plan allows for everyone to be on same page

• Process should include board and staff with input from all staff• CEO drives process but Board must own final plan


24

Fund Raising Role

• Critical role of board members to assure adequate funding for Agency

• All board members should be expected to contribute to agency (100% board giving)

• Give or get – not all board members have resources but can help in other ways• Recruitment of others in position to give is essential


25

Fundraising Role

• 77% of respondents indicated a desire to improve board fundraising, but…– Just 21% set individual board fundraising goals– Just 38% provided fundraising training– Only 16% reported having individual board members receive formal feedback on their performance at a regular interval

Source: McKinsey survey of social service agencies


26

Evaluation of CEO

• One of most important board roles• Usually done by Executive Committee with feedback from full board• CEO should have goals to measure against• Feedback should be straightforward • Salary recommendations and completed

evaluation should go to full boardExecutive Services and Nonprofit Consulting

27

ATTRIBUTES OF AN EFFECTIVE BOARD MEMBER

• Passion for the mission • Strategic and futuristic thinker• Able to work with other members to create workable compromises • Independent thinker; makes decisions

based on own best judgment


28

ATTRIBUTES OF AN EFFECTIVE BOARD MEMBER (cont’d)

• Awareness of need to set goals • Ability to embrace differences in opinions,

listen and work toward solutions• Possess skills that match the organization’s needs

• Supports board decisions, even when disagrees with majority


29

“Never doubt that a small group of thoughtful, concerned citizens can change the world. Indeed it is the only thing that ever has."

Margaret Mead


30

References• Becoming an Effective Nonprofit Board, The Bridgespan Group, www.bridgespan.org

• The Dynamic Board: Lessons from High-Performing Nonprofits, McKinsey and Company • Dynamic Directors, Dynamic Nonprofit Boards, Center for Nonprofit and Public Leadership, Haas School of

Business, Berkeley

• The Five Habits of High-Performing Boards, Aug 01, 2013, Leading Resources, Inc. , Management Consulting

• Governance as Leadership: Reframing the Work of Nonprofit Boards, Richard P. Chait, William P. Ryan, Barbara E. Taylor; John Wiley & Sons, Publisher

• Governing Boards, Cyril O. Houle, BoardSource , www.boardsource.org

• 7 important qualities of board members, The NonProfit Times, July 3, 2012

• What Every Nonprofit Board Member Should Know, Robert A. Wexler, September, 2010, Adler and Colvin Law Firm, www.adlercolvin.com


http://www.slideshare.net/leadingresource?utm_campaign=profiletracking&utm_medium=sssite&utm_source=ssslideview

deborah levy, msw executive services and nonprofit consulting [email protected] 415.847.4040...

Documents

ceo board

board meetingsinformed

board membersresponsible

support board

sothe board

ceo executive services

fulfilling board goalsboard

mswexecutive services