R. Cox Board Orientation 1

Leadership Orientation

R. Cox Board Orientation 2

Topics

Purpose Mission, Vision Board-Staff Team Board Responsibilities Sunshine Law Practical Board Tips The Officers Executive Committee

Board Meetings Recruiting Leaders Committees Financial Issues Goal Setting Risk Management Insurance Office Operations

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Ground Rules

Relax and be comfortable. Listen so that your leadership year will be

as effective and powerful as possible. Ask questions as they arise. Think in terms of your role as a director;

responsible for the well-being and future of this organization.

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Purpose of Board Orientation

There are 1.4 million non-profit organizations in the USA.

The average number of directors on a board is 19.

About 26 million persons serve on boards. Training tends to be categorized as “on the

job.” We’re glad you’re serving on this board!

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Purpose of Board Orientation

To share key information about the organization.

To focus on the strategic direction, mission and goals of the organization.

To encourage questions and to explore opportunities for the organization.

To manage risks associated with leadership.

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The Mission Statement

To promote Independent Living for and by individuals with disabilities; to enable them to take control of their lives; to ensure that the necessary support services are available to enable them to be active participants in their community; and to prevent unnecessary institutionalization.

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Organizational Chart

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The Governing Documents

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The Tools of Governance

The Bylaws Articles of Incorporation Policies & Procedures Strategic Plan or Goals Budget for Current Year Position Statements or Platform

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Florida Sunshine Law

DRC falls under the Sunshine Law. Fl Statute 286.011 Meetings of public boards must be open to

the public. Reasonable notice of such meetings must be

given. Minutes of the meetings must be taken.

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Board Responsibilities

Determine and understand the organization’s mission and purposes.

Select the chief executive officer (CEO).

Support the CEO and assess his or her performance.

Ensure organizational planning and goal setting.

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Board Responsibilities Manage the organization’s resources. Determine, monitor and strengthen programs

and services for members-constituents. Promote the organization’s image. Ensure legal and ethical integrity in the

organization. Help recruit new leaders. Assess and measure organizational

performance.

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The Board - Staff Relationship

Two Elements, One Team Board focuses on governance; being

visionaries; strategically moving forward. Staff manages the day to day operations. Consider it a partnership, alliance,

collaboration between board and staff to achieve the goals of the organization.

Avoid micromanagement.

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Practical Steps for Bd. Service

There are practical steps that make board service more effective and the outcomes more rewarding.

These are the practical aspects of serving.

The board should discuss and add other common sense tips for effective board work in the year ahead.

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Practical Steps for Bd. Service Attend all board meetings. Start and end meetings on time. Study and understand the mission statement,

bylaws, policies and goals. Prepare for meetings by reviewing the agenda

and supporting documents. Treat information and discussions as

“confidential.”

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Practical Steps for Bd. Service Promote the organization to others.

Recruit future leaders to help govern the organization.

Stay current on issues and trends impacting the organization and the membership.

Get involved in committee work.

Make contributions and assist with fund raising.

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The Officers

The officers have special duties described in the bylaws.

In many associations, the officers make up an “Executive Committee.”

Both aspects are described herein.

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Role of the President Serves as chief elected officer of the

organization. Presides over all meetings or designates a person

to do so. Interfaces with the chief staff officer (executive

director). Leads performance reviews of (1) board and (2)

chief staff officer. Appoints committees in accordance with bylaws.

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Role of the Vice President

Serves in the absence of the president.

Performs such duties as identified in the bylaws or assigned by the president.

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Role of the Secretary

Oversees the custody of all corporate records, except financial records.

Monitors the accuracy and timely distribution of meeting minutes.

Performs such duties as identified in the bylaws or assigned by the president.

Often chairs a bylaws committee.

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Role of the Treasurer

Oversees all funds and financial records. Prepares an annual budget for approval. Keeps records of all income and expenses. Responsible for filings required by law

associated with finances. Performs such duties as identified in the

bylaws or assigned by the president.

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Role of the Past President

Adds continuity to the board, especially during transition.

Assists the elected president as needed.

Often chairs the nominating committee.

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The Executive Committee

Meets to conduct business between board meetings.

Authorized by the bylaws and restricted by established policies and precedents.

Allows important business to be conducted as issues arise with short notice.

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Financial Responsibilities

The board should carefully review all financial reports.

The treasurer, with staff assistance, will present a financial report for the previous period, at each meeting.

An annual audit should be performed by an independent accountant.

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Committees

Most organization’s utilize committees. They help the board get work done. They identify potential leaders. They serve as a way to segment and serve

the interests of subgroups of members.

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The Committees

Standing

Ad Hoc/Task Forces

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Committee Trends

Standing Committees - found in the bylaws, ongoing.

Ad Hoc & Task Forces - appointed as needed, disbanded upon completion of task.

Work Groups, Knowledge Networks and Special Interest Groups (SIGs) - specific in

nature.

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Board Meetings

The Agenda The agenda is prepared with the input of the

chief elected office, staff, with consideration of current issues, member needs and pending business.

If you have input for the agenda, be sure to provide it to the chief elected officer, or staff, well in advance of the meeting.

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Board Meetings

Minutes Minutes are a legal record of the meetings. They are not a record of side conversations or a

reminder document for leaders and staff. No audio recordings should be maintained once

the minutes are approved. The minutes are to be approved at the next

convened meeting of the board.

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Board Meetings

The Rules of Order Procedural rules are used to maintain order at

meetings. All persons must be recognized by the chair

before speaking. Time limits may be set on certain topics. Learn the basics of rules of order to be sure

motions and procedures are understood to your benefit.

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Recruiting Leaders

A responsibility of board members is to identify future leaders.

The nominating committee plays a key role, but so does every board member.

Training programs encourage and help recruit leaders.

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Goal Setting

Limit the number of goals to 4 to 6 so that resources are not exhausted and success in achieving them is more likely.

Within the goals should be strategies as to how the goals will be achieved.

Within the goals and strategies should be tasks assigned to committees, volunteers, staff and outsourcers.

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Outcome Oriented Goal Setting

Goal statements should include an action verb. (Retrain and recruit members…..)

They should be simple, clear, understandable. Goals include measurable quantities and

timeframes. Goals must be reasonable, manageable. Goals focus on the end, not the means to the end.

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Goals Set in a Strategic Plan

Most organizations have a strategic plan that can be used as a road map for the leadership and staff.

A strategic plan should be updated annually or every other year.

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The Strategic Planning Process

Determine the value of creating a plan or updating an existing plan.

Conduct a member survey to determine strengths, weaknesses opportunities and threats.

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The Strategic Planning Process

Draft the plan and circulate it for additional input from key stakeholders.

Formally adopt the plan and promote it as the future direction and services of the organization.

Promote and implement the finished product.

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Risk Management

There is risk associated with board service.

Insurance is one way to minimize risks.

Consider a Risk Management Strategy to protect the organization.

The Volunteer Immunity Act may not cover all risks associated with the organization.

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Volunteer Immunity LawsOften Misunderstood Fed. Volunteer Protection Act passed in 1997. Adopted by most states. Indemnifies volunteers if they act of behalf of organization

with good judgment. Does NOT cover any criminal activity, nor negligence. Does not prohibit lawsuits. Protects organization for up to the extent of the assets of the

organization.

Does not eliminate the need for insurance!

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Common Insurance Coverage's

General Liability - covers property damage. Directors and Officers Liability (D&O) - covers

the actions of the leadership, for example antitrust violations, wrongful hiring, etc.

Meeting Cancellation - covers canceled meetings and the loss of anticipated profits.

Fidelity Bond - covers employees stealing assets.

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Risk Management Strategy

Evaluate the organization’s risk.

Eliminate risks as much as possible.

Purchase insurance to minimize risks.

Constantly review the potential risks and work to minimize them.

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Board Legal Considerations Duty of Care

1. Good business judgment at all times.

2. Due diligence in decision making. Duty of Loyalty

1. Avoid conflicts of interest. Duty of Obedience

1. Faithful to the mission and goals.

2. Follow the governing documents.

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Risk - Special Precautions*

Apparent Authority1. Committees may not usurp the authority of the chief

elected volunteer.

2. Policy to restrict stationery for staff and chief elected officer use only.

IRS Issues1. Unrelated Business Income Tax2. Public request for tax returns. * Be sure you

understand these concepts or find help.

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Office Operations

Hours of operation. Meeting the staff and their roles. Phones, addresses, website, etc. The publications. How to enroll members.

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Thank You for Serving!

The board experience should be a positive one. The board is the caretaker of the organization. The board speaks as a whole, no board member

should have more input or authority than others. Always ask questions as they arise.

Thank you for serving on the board!