Non Profit Articles of Incorporation Florida by hxx14143


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									 Board Leadership Orientation

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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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A Few Facts About Associations

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
We’re glad you’re serving on this board!
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Associations in Tallahassee
Associations represent the third largest
 industry in the Tallahassee area.
Only state government and the university
 system hire more employees and bring in
 more revenue.
221 state associations are located in

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Purpose of Board Orientation
To share key information about the Florida
 School Nutrition Association (FSNA).
To focus on the strategic direction, mission
 and goals of FSNA.
To encourage questions and to explore
 opportunities for FSNA.
To manage risks associated with leadership.

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FSNA Mission Statement

                Serving Members
            to Better Serve Customers

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The Vision Statement
      A statement indicating where the organization intends to be and
      how it will serve the industry 5 to 10 years from now.

 FSNA does not have a Vision Statement

 SNA’s Vision Statement is: Healthful meals and nutrition
  education are available to all children.

 FSNA needs to either adopt SNA’s Vision Statement or come up
  with our own.


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                                           Members of the
                                       Florida School Nutrition

                                        FSNA Executive Board

                                           Executive Director

                                            Staff Liaison To:
                                            All Board Members
                                            Public Policy & Legislative Committee
                                            Resolutions & Bylaws Committee
                                            Silver Circle Advisory Board
                                            Nutrition Standards & Education Committee

            Membership/                    Administrative                            Marketing/
             Accounting                      Assistant                            Show Management

            Staff Liaison To:                 Staff Liaison To:                         Staff Liaison To:
            FS E/M Section Chair              Scholarships & Awards                     A/S Section Chair & SIP
            Membership Committee              Committee                                 Rep.
            Professional Development          Nominating Committee                      SIP Advisory Council
            Committee                                                                   Marketing Committee

                                             Support Service

R. Harris                                         Staff Liaison To:
                                            Board Orientation                                                     8
                                       Student Wellness Advisory Council (SWAC)
The Tools of Governance
The Bylaws
Articles of Incorporation
Policies & Procedures
Strategic Plan
Budget for Current Year

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Board Responsibilities
Determine and understand FSNA’s mission
 and purposes.
Select the Executive Director.
Support the Executive Director and assess
 his or her performance.
Ensure FSNA’s planning and goal setting.

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Board Responsibilities

Manage FSNA’s resources.
Determine, monitor and strengthen programs
 and services for members/constituents.
Promote FSNA’s image.
Ensure legal and ethical integrity in FSNA.
Help recruit new leaders.

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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 FSNA.
Avoid micromanagement.
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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, and policies & procedures.
Prepare for meetings by reviewing the
 agenda and supporting documents in
Treat information and discussions as
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Practical Steps for Bd. Service
Promote the organization to others.
Recruit future leaders to help govern the
Stay current on issues and trends impacting
 the organization and the membership.
Get involved in committee work.
Make contributions and assist with fund
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Practical Steps for Bd. Service
Refrain from going around the Executive Director
 and making special requests of the staff.
Readily communicate with the office for needed
 information and assistance.
Whether you agree or disagree about an issue,
 once a vote has been taken, when you leave the
 room, the Board is all on the same page.

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The Officers
The officers have special duties described
 in the bylaws & policies and procedures.

FSNA Executive Committee is made up of:
 President, President-Elect,
 Secretary/Treasurer, Section Chairs, SIP
 Representative & Region Director Chair.
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Role of the President
Serves as chief elected officer of FSNA.
Presides over all meetings or designates a
 person to do so.
Interfaces with the Executive Director.
Leads performance review of Executive
Appoints committees in accordance with
Attends odd numbered Region Seminars.
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Role of the President-Elect
Serves in the absence of the president.
Chairs House of Delegates.
Performs such duties as identified in the
 bylaws or assigned by the president.
Liaison to the Region Directors.
Attends even numbered Region Seminars.

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Role of the Secretary/Treasurer

Monitors the accuracy and timely
 distribution of meeting minutes.
Supervises and monitors all funds, financial
 records, and securities.
Works on proposed annual budget.
Performs such duties as identified in the
 bylaws and policies & procedures.
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The Executive Committee
Meets to conduct business between board
Authorized by the bylaws and restricted by
 established policies and procedures.
Allows important business to be conducted
 as issues arise with short notice.

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Region Directors
Liaison between local chapters & the
 Executive Board.
Helps local chapters implement the
 President’s Initiatives.
Responsible for planning and executing
 Region Seminars.

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Financial Responsibilities
The Executive Board approves the proposed
The Executive Board is responsible for
 reviewing financial reports.
An annual audit is performed by an
 independent accountant and reviewed by the
 Executive Board.

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Help the Executive Board accomplish the
 Strategic Plan.

Identify potential leaders.

Serve as a way to segment and serve the
 interests of subgroups of members.
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FSNA Committee Types
Standing Committees - found in the
 bylaws, ongoing.
Advisory Boards – found in the bylaws,
Ad Hoc & Task Forces - appointed as
 needed, disbanded upon completion of task.

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Board Meetings
The Preparation
        Notice of the meetings will be distributed well
         in advance.
        Review the agenda to determine how you
         should prepare for the discussions.
        Prepare written reports and email to staff three
         (3) weeks in advance.
        Whenever possible, formulate and ask your
         questions by email before the meeting.
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Board Meetings
The Agenda
        The agenda is prepared with the input of the
         President, Executive Director, and 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 President and Executive
         Director well in advance of the meeting.

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Board Meetings
        Minutes are a legal record of the meetings.
        They are not a record of side conversations.
        No audio recordings should be maintained once the
         minutes are approved.
        Secretary should submit draft minutes to the state office
         within 20 days after the meeting.
        Minutes will be sent by email to the Board.
        The minutes are to be approved at the next 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
        Time limits may be set on certain topics.
        When in doubt – refer to The a-b-c’s of Parliamentary
         Procedure or purchase Webster’s New World Robert’s
         Rules of Order Simplified and Applied.

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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.
Committees and chapters may be a source
 of future leaders.
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Risk Management
There is risk associated with board service.

Insurance is one way to minimize risks.

FSNA has Directors & Officers Insurance.

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Common Insurance Coverages
General Liability - covers property damage.
Directors and Officers Liability (D&O) -
 covers the actions of the leadership, for
 example antitrust violations, wrongful hiring,
Meeting Cancellation - covers canceled
 meetings and the loss of anticipated profits.

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Board Legal Considerations
Duty of Care
         Good business judgment at all times.
         Due diligence in decision making.
Duty of Loyalty
         Avoid conflicts of interest.
Duty of Obedience
        Faithful to the mission and goals.
        Follow the governing documents.
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Office Operations
Hours of operation are Monday – Thursday
 from 7:30 am – 5:00 pm.

In case of emergencies after hours, you may
 contact Judy Laster at 850.544.5634.

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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.
There are NO dumb questions.
Always ask questions as they arise.
Thank you for serving on the board!
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