ToolBank USADeveloping Champion Board Members

February 4, 2016

Terri Theisen

Theisen Consulting LLC

Agenda Topics

1. Roles & Responsibilities of Board & Staff

2. Setting Expectations for Your Board

3. High-Functioning Boards Have….

A Crucial CollaborationThe Relationship Between the Board

and the Staff

Important Ground Rules……which need constant attention.

1. The board’s expectations of the executive

director (staff) and of itself should be

clearly articulated – in writing – each year.

2. The executive director must be

empowered to act & not require the

board’s permission. However, the

executive director must demonstrate an

ability to keep the board informed.

Ground Rules, Continued.

3. The executive director should collaborate with the

board to ensure sound governance & ongoing board

development.

4. The executive director’s performance assessment

should be undertaken by a committee of the

board (not the chair alone.) The executive

director’s compensation must be approved by

the entire board.

Pre-Conditions for a Good

Relationship

1. Clarity about the board's role and responsibility.

Duty of Care, Duty of Loyalty, Duty of

Obedience

2. Clarity about the executive director’s role and

responsibility.

3. A mutually agreed-on strategic plan to guide the

work.

Pre-Conditions, Continued.

4. Regular communication between executive director

& the board (and board chair.)

5. Board member observance of protocol with regard

to interaction with staff other than the

executive director.

6. Fulfillment of mutual obligations: everyone does

their own job.

The Board Should…

Keep board development and board assessment on the

agenda of the Talent Committee, with support from the

executive director.

Set targets for what the board itself will achieve – and

monitor the board’s performance against those targets.

Discuss and understand its own responsibilities relative

to the paid staff.

Keep the board’s reporting demands to a sensible

minimum. (Important issues only.)

Board should…

Provide support and advice to the executive director,

especially when requested.

Ensure that skilled board members are utilized wisely in

the review of organizational systems & processes.

Avoid getting involved in staff issues (which is the

province of the executive director.)

Cleary establish how the board & the executive director

will work together – and communicate.

What can derail us?

1. A board that engages in micro-managing instead of

concentrating on the big picture….

Discussion: what is micro-managing?

2. An executive director who controls the agenda &

information flow to the board and, as a result,

frustrates board members’ efforts to set policy &

plans.

3. A board that has unreasonable expectations of the

executive director & then provides little in the way of

guidance or support.

5. A board that is fractious & unable to articulate a unified

long term vision for the organization.

Strategic Plan

Operational or Tactical Plan

6. A lack of enthusiasm on the part of the board.

Board Responsibilities: Legal &

Fiduciary

The Duty of Care

The Duty of Loyalty

The Duty of Obedience

Board Responsibilities

Hire, work with, and evaluate the performance of the Executive Director

Amend bylaws

Approve organizational policies & procedures

Approve annual budget

Approve short- and long-term strategic plans

Ensure the board’s vitality and succession for board leadership

Succession planning for the executive director position

Fund raising

Be an ambassador in the community

Setting Board ExpectationsWhat are the common expectations

(requirements) for serving on our board?

Setting Expectations

Review of common expectations of nonprofit board

members:

Attendance at board meetings: 75% if the board meets

quarterly

Service on a committee & attendance at committee

meetings: 75% if committees meet quarterly; 66% if

committees meet every other month

Personal financial contribution (cash) – each year

Participation in fund raising/securing resources by

managing 3-4 relationships

What does this look like when we do it?

Discussion

If we don’t have measurable expectations for our board members now, how do we get agreement on this?

When should we have this discussion, and who should lead it?

What should we do about board members who don’t want to comply with the expectations of board service?

The Board as an Organizational

Resource: What Does This Look Like

When We Do it Well?Ensuring that you have a board that does the “right things”

starts with the recruitment process, not AFTER someone has

joined the board.

Some Common Issues

We’re pretty sure every socially conscious person in our community has been recruited for our board at some point…. We’ve run out of people!

Although everyone on our board means well, our board never seems to move forward….”

Our board doesn’t ‘reflect’ our community but we don’t have time to find anyone else.

Our board is filled with people who think they know the answer to our organization’s dilemmas because they have been on the board for years. But we have trouble generating new ideas.

More common issues….

“We know we need different types of people on our

board but we aren’t sure where to find them.”

“Our talent committee members can’t seem to find the

time to recruit the people that we need.”

“Our board thinks their job is only to generate ideas –

we don’t seem able to implement our existing plans.”

“We have the 80-20 rule… you know, 20% of the board

members do 80% of the work.”

Discussion

When a board is really working, what does it look like?

When a board recruitment process works well, what does a board “look like?”

When we have diversity on a board that mirrors our community, what does THAT look like?

Why is having a “board that does the right things” a

critical success factor for a nonprofit?

Governance: fiduciary & legal duty

Alignment of mission/purpose with strategy

Strategic planning and direction

Long-range financial stability

Access to funding and resources

Ambassadorship

Community representation

What else?

Board Composition:Getting our “board house” in order.

Size & Structure

Term Limits

Nonprofit board average size = 15

Reasons for a smaller board, reasons for a larger board….

How many is the right number for you?

What should our “diversity mix” be?

Committees & task groups: the board’s “division of labor” structure

Facilities & Equipment

Talent

Finance

Development

Outreach

Executive

High Functioning Boards Have….

Clear expectations of board members about board service.

A process to remove those who don’t comply with the expectations.

What do we do when we have clear expectations & requirements of board service and people still don’t do those things?

Diverse composition: skills, race, gender, age, geography

Division of labor (otherwise known as committees & task groups.)

A succession plan for leadership, including for committee chair positions.

High Functioning Boards Have…

A Talent Committee that ‘sources’ board candidates

from a variety of places in the community.

Because recruitment is where commitment, compliance

with expectations and inspiration begin.

Written policies & procedures that govern their

operation (in addition to bylaws.)

A culture of commitment and collegiality that comes

from shared work – and shared results.

Table Group WorkEach participant:

What are the two things that I am going to do

(or do differently) in the next six months,

based on this workshop?

Q&A

Comments and questions

Resources: where can we find additional information to

support our board work?

Create list with group.

Answers….

CHECKLIST of Board Roles and Responsibilities

Basic board roles and responsibilities are the foundation for a successful board. BoardSource has designed this checklist so you can quickly remind yourself of your key responsibilities. It’s also a great board orientation tool! Can you check all the boxes?

ESTABLISHING IDENTITY AND DIRECTION Has the board adopted or revised a strategic plan or defined a strategic direction for the organization within

the past three years? Does the board ensure that the organization’s mission, vision, and values are reflected in the organization’s

programs? Are the organization’s strategic priorities adequately reflected in the annual budget?

ENSURING THE NECESSARY RESOURCES Has the board adopted policies related to funds to be pursued and/or accepted in support of the mission? Does the board expect all its members to be active participants in fundraising efforts? Does the board’s composition reflect the strategic needs of the organization? Is the board confident that the chief executive’s skills and other qualities represent a good match for the

organization’s strategic needs? Does the board seek and review information related to the organization’s reputation?

PROVIDING OVERSIGHT Does the board contract with an outside auditor for the annual audit? Does the organization have up-to-date risk management policies and plans? Does the board monitor progress toward achievement of goals related to the organization’s programs? Does the board have a clear understanding of the organization’s financial health? Does the chief executive receive an annual performance review by the board? Are all board members familiar with the chief executive’s compensation package?

BOARD OPERATIONS Does the board regularly assess its own performance? Are organizational and board policies regularly reviewed? Do committees and task forces actively engage board members in the work of the board? Do board meeting agendas focus the board’s attention on issues of strategic importance? Do board members have easy access to information needed for effective decision making?

Source: Nonprofit Board Fundamentals

© 2016 BOARDSOURCE.ORG

WHAT DOES

BOARD SERVICE ENTAIL?

© 2016 BOARDSOURCE.ORG

The three legal duties of a nonprofit board member:

Care Pay attention to the

organization’s activities and operations

Loyalty Put the interests of the

organization before personal and professional

interests.

Obedience Comply with applicable federal, state, and local laws; adhere to the organization’s bylaws; and

remain the guardians of the mission.

Sources: Board Fundamentals, Ten Basic Responsibilities of Nonprofit Boards, Leading with Intent, Legal Responsibilities of Nonprofit Boards

How the three main roles of the board relate to the 10 basic responsibilities of nonprofit board members:

Responsibility CEO Chair

Mission A– A–

Financial Oversight B+ B+ Legal/Ethical Oversight B+ B+ CEO Support B B+ Strategy B– B CEO Evaluation B– B Monitors Performance B– B Community Relations C+ C+ Board Composition C C+ Fundraising C C

How current boards rate themselves on the ten basic responsibilities:

Establish Organizational Identity

Ensure Resources

Provide Oversight

Determine Mission and Purposes, and Advocate for Them

Select the Chief Executive

Ensure Adequate Financial Resources

Support and Evaluate the Chief Executive

Monitor and Strengthen Programs and Services

Ensure Effective Planning

Build a Competent Board

Enhance the Organization’s Public

Standing

Protect Assets and Provide Financial Oversight

Ensure Legal and Ethical Integrity