BOARD DEVELOPMENT 101
An Introduction to the Basics of Participating on an Advisory Board for Non-Profit Organizations
Objectives:
Review the critical elements of an organization’s
infrastructure. Review and define the roles and responsibilities of a board and board members. Articulate and explain the relationship between the board and staff, which includes the Executive Director. Discuss the recruitment and retention of board members. Explain the critical elements of Governance and Operational Duties. OMHRC 2006 2
WHY DO PEOPLE JOIN BOARDS?
Non-profit board membership offers the
opportunity for personal and professional growth and community service, leading to social change. Folks join boards to:
– – – – – To support a cause affecting their community For prestige, networking and experience Because they are personally interested As a tradition of family giving To gain access to various platforms and resources
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What is the Role of CBOs in Communities of Color:
To serve as a bridge between majority and
minority cultures. Provide targeted, culturally appropriate services To serve as an incubator for new programs and services in hardest hit communities. To provide opportunities to learn new skills and take leadership that members might not otherwise have.
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BOARD LEADERS AND MEMBERS
GIVE:
– – – – –
GET:
– Cultural Melting Pot – Personal satisfaction – Renewed commitment to and awareness of the needs of their community – Professional growth – Networking – Recognition
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Expertise Community Perspective Time Credibility & Influence Access to broader resources and views – Loyalty – Commitment to Excellence
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Organizational Infrastructure
Why does your organization need to EXIST? How does your organization need to exist?
For whom?
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What is involved in Organizational Development?
Values
Mission Vision
Strategy Board of Directors
All of these help to define a clear sense of
organizational purpose
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The Mission Statement
Defined in the legal Certificate of Incorporation
on file with your Department of State.
Identifies the tax-exempt purpose(s) the
nonprofit’s resources are to be devoted to.
The mission statement is:
• Organizational Bible • Crossing Guard
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How Do We Carry Out Mission?
The board alone is ultimately responsible for the
organization’s performance—to consumers, to funding and regulatory agencies, and to the community it serves. Board is legally, financially, and morally responsible for the operations and conduct of the organization. Organizations speak and act through their board of directors. Board members have no authority to act individually, and can act only in accordance to the by-laws and articles of incorporation.
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Standard Legal Structure of Board:
Group drafts by-laws and certificate of
incorporation application for state. State recognizes that the “corporation” exists. Board is formally recognized as a legal entity responsible for the organization. Tax exemption is awarded by IRS Board creates policies that define the responsibilities of the board, Executive director, and staff of the organization.
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BOARD DEVELOPMENT
Board responsibilities are usually organized
into clear divisions of labor:
– Governance/Policy Responsibility (Oversight)
• Formed by and accountable to the board in carrying out legal, fiduciary, policymaking and oversight functions
– Operational/Procedural Responsibility (Programmatic)
• Formed by, and accountable to the ED to assist in the day to day administrative/programmatic activities.
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The Three primary Duties of non-profit boards:
Duty of Fiduciary:
• The duty to act for agency’s benefit. The special responsibility with regard to managing, investing, and distributing agency’s assets.
Duty of Obedience:
• The duty to understand and obey the state and federal laws that govern non-profit, including own by-laws and contractual obligations.
Duty of Care:
• The duty to ensure the highest degree of competence and care are taken to avoid reasonably foreseeable harm. OMHRC 2006 12
Five Policy and Monitoring Functions of the Board
Board self-management and development
Personnel management Fiscal management
Resource development Program/operational quality assurance
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Overall Board Responsibilities
Determine, review and assess the organization’s
mission, policies and priorities and long term goals. Hire, supervise, evaluate and support the ED Ensure effective, on-going organizational planning and monitoring of strategic objectives Ensure adequate resources and proper allocation of resources Determine, monitor and strengthen the organizations programs and services.
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Overall Board Responsibilities
Enhance the organization’s public standing and
key alliances Follow legal and ethical guidelines and maintain accountability Recruit, train and assess new board members and evaluate board performance Ensure operational excellence to minimize risk to the non-profit, and comply with the THREE DUTIES.
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Board Members are Accountable to:
The consumers the agency serves
The broader community
Funding sources and donors
Regulatory entities
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As a Board Member, You agree to GOVERN:
Establish and protect Oversee fundraising Review and approve
the mission Set policies Select priorities Manage assets and audits Ensure cross-cultural competency
corporate documents Hire, monitor, evaluate, and fire the ED Institutionalize Quality Assurance
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As a Board Member, You Agree to REPRESENT:
A unified Board to:
– – – – – New members Consumers and potential constituents Funding sources and donors Regulatory agencies To collaborative partners
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Risk of Non-Compliance
Loss of personal and professional credibility Loss of funding Potential loss of tax-exempt status Possibility of personal financial loss
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How to Protect Yourself and Non-Profit (minimize risk):
Govern consistently by adhering to bylaws and policies Commit to operational excellence in programs, management and communication.
Understand the non-profit as employer Provide board liability insurance
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Individual Board Member : The Commitment
Attendance: attends board meetings and actively
participates in committees
Mission: can articulate organizations mission and
participate actively in the strategic direction of the organization.
Personnel: recruit, hire, monitor, supervise the ED. Financial: responsible for financial integrity of
organization through monitoring budgets and expenditures, contracting for independent audits etc.
Source: VI Care Program Advisory Board Training
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Individual Board Member : The Commitment
Fundraising: contribute personally to the
organization, at least on an annual basis AND identify other opportunities for support. Program oversight: evaluate programs annually. Board effectiveness: assess and evaluate the board’s governance and management effectiveness.
Source: VI Care Program Advisory Board Training
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Written Documents Every Board Should Have Over Time:
Mission Statement By-laws Board and Committee Reports Organizational History/Background Annual Report Organizational Charts Personnel manual w/ job description ED’s compensation Annual Budgets and financial reports Meeting calendar, important data Program descriptions with MOA’s Strategic plan with financial projections and asset disclosure.
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In a nutshell: role and duties of the board
Purpose- Why does the organization exist? Planning- How will the organizations purpose be
achieved? Delegating-Who is responsible? Resources- With what? Monitoring and Evaluating- Is it happening? Reporting back to membership--What was accomplished?
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Board and Staff:
High performing boards are clear on the roles and
responsibility of the board vs. staff. The board sets policies, with feedback from staff The ED is an “employee” of the board and must answer to the board and is responsible for implementing board policies. Conflict arises when the board misunderstands or ignores the extent of its responsibility in governing the organization.
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Shared Board and Staff Roles: Who Does What
BOARD ROLES: Governance:
• board/committee meetings,reviewing reports, making policy decisions
Fundraising:
• Plan and organize events, make calls, find donors
Management /Volunteer:
• serving as an advisor to management and/or performing the tasks related to their primary area of expertise
Direct Service Volunteer:
• Provide services or perform tasks central to the organizations mission
• Source: National Center for non-profit boards:creating strong board-staff partnerships V3
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The Board/Staff Relationship: The issues
Who is in charge?
Who does what?
Who leads, who follows?
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Shared Board and Staff Roles: Who Does What
Does the ED have an updated job description that
captures the magnitude of the job?
Does the board understand its responsibilities, as outlined
in written job descriptions, committee descriptions and individual board member responsibilities?
Are there explicit procedures that guide board and staff
about grievances, communication channels, and chain of command
• Source: National Center for non-profit boards:creating strong board-staff partnerships V3
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Shared Board and Staff Roles: Who Does What
BOARD Formulate/Document policy Program/Budget creation and approval Fundraising and Resource Allocation Governs overall corporate operations Creates and implements communication strategies STAFF Implements policy
Identifies new constituent
needs/programs Identifies fundraising (grant) opportunities, resources Manages day to day operation, including staff Communicates as directed by the board
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Board of Directors
GOVERANCE OVERSIGHT
Board Committees Executive Committee
Officers: Secretary, Treasurer, Vice President, President
Critical Relationship & Communication Pressure Point
Executive Director
STAFF IMPLEMENTATION
Assistant Director Managerial Staff Program Staff Support Staff
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GOVERANCE OVERSIGHT
Cultural, Historical, Regulatory, Legal & Financial Obligations
Board of Directors
Critical Relationship & Communication Pressure Point Community, Client, Advocacy and Direct Program Service Responsibilities
Executive Director
Staff & Volunteers
STAFF IMPLEMENTATION
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Other Board/Staff Issues
Should staff attend board meetings?
Can board members call on staff directly?
Can staff participate in board development
Can the board hire, fire or evaluate, senior staff?
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Critical Documents That Clarify Board and Staff Roles and Responsibilities
1. 2.
3. 4.
5.
6.
Mission statement By-laws Board/committee reports Organizational history/background Annual report Organizational charts
Personnel manual 8. ED job description 9. Financial reports and asset disclosure 10. Annual calendar of meetings 11. Program/contract outlines 12. Agency strategic plan
7.
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In search of new blood……..
We cannot become what we need to be by remaining what we are.
• Max Depree
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To Facilitate Member Satisfaction and Retention:
Recognize the talents and contributions of board members Be true to your mission Create an environment for agreeable disagreement Minimize personal and organizational risk Deliver successful programs and services the Board can
be proud of Ensure that board members receive the leadership, information, and resources to complete tasks Provide opportunities for personal and professional growth for board members Established a unified board and a unified front
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Beginning the Recruitment Process:
Board should develop a recruitment strategy
which includes:
• A review of organizational goals • A review of the skills, influence, and knowledge to achieve these goals
• Board’s overall strength’s and weaknesses • Assessment of current member skills and shortcomings
• Number of anticipated board vacancies • The kind of people the board development team wants to recruit • A plan to find qualified candidates
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To Facilitate Member Recruitment:
Assess current membership and look for a “fit,” based on
the needs of the Board.
• Community Leadership • Bridge to constituents • Diversity (age, race, gender, sexual orientation, professional background) • Shared interest • Competencies and skills • Resources
Tap into your resources and networks to identify potential
candidates.
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To Facilitate Member Recruitment:
Maintain contact with qualified candidates and expose
them to the work of the organization
• Have information packets available that may include mission, organizational history, descriptions of programs, annual report. • Invite prospects to non-profit board events and introduce them as guests of the board • Invite prospects to committee work sessions
Present board member candidates with involvement
options:
• Helping with short-term projects • Becoming a “friend” or donor • Committee volunteer
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Ten most critical mistakes Boards make:
1) Failure to recruit strategically
2) Too many insiders 3) Too many paid consultants
4) Too many family members 5) Too many cronies
• Excerpted from the Board Book, Schultz, 2001
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Ten most critical mistakes Boards make:
6) Getting the money wrong
7) Fear of diversity
8) Information block 9) Passive directors
10) Failed Leadership
• Excerpted from the Board Book, Schultz, 2001
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GOOD LUCK and GREAT FOCUS
You are undertaking a wonderful and exciting new journey, and You are at the helm. Have fun and be responsible!
Objectives:
Review the critical elements of an organization’s
infrastructure. Review and define the roles and responsibilities of a board and board members. Articulate and explain the relationship between the board and staff, which includes the Executive Director. Discuss the recruitment and retention of board members. Explain the critical elements of Governance and Operational Duties. OMHRC 2006 42
Thank-You for Your Participation!
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