The Georgia Association on Young Children

Board of Directors Orientation

Adapted by GAYC from the Southern Early Childhood Association Training Module 5:

Part A & B

Topics to be presented…• The role of associations• GAYC mission and vision • Responsibilities and structure of the Board of Directors • Board member job descriptions• Committee system design and function • The Board Policy Manual• Fiduciary duty, conflicts of interest, and confidentiality• Board attendance policies and quorums • Meeting agendas and meetings• Board information and communication systems • GAYC programs, projects, and services

Why are associations important?

• Provide members with tools to be more effective in their profession.

• Create and disseminate new ideas.

• Create a “community of knowledge” for a profession.

GAYC Vision

Our vision is a world in which all young children have the learning opportunities they need for healthy development, supported by early childhood educators who have education, financial support, and the recognition of their community.

GAYC MissionThe mission of the Georgia Association on Young Children is to encourage and support healthy development in young children by working with others:

1) to increase public awareness of the importance of early childhood education, and

2) to improve the quality of programs for young children through learning opportunities for early childhood educators.

Characteristics of Non-Profit Organizations

Mission DrivenLimited Resources

Inter-Organizational Relationships Multiple Stakeholders

The Board of Directors is……the group of people legally charged with the

responsibility to govern a corporation. GAYC is independently incorporated and affiliated with SECA and NAEYC. GAYC has it’s own 501 (c) 3 tax exempt status.

Responsibilities of a Nonprofit Association’s Board of Directors

1. Organization Character

• Determine the organization’s mission and purpose and target audience

• With the Executive Director, plan Board meeting agendas and the strategic direction for the organization’s programs

• Provide input into and approve annual and long-range strategic plans

Responsibilities of a Nonprofit Association’s Board of Directors

2. Finances

• Provide for fiscal accountability • Formulate policies related to contracts • Finalize and approve the budget• Acquire sufficient resources for the organization• Solicit contributions in fundraising campaigns

Responsibilities of a Nonprofit Association’s Board of Directors

3. Personnel• Employ the Executive Director • Plan and propose committee organization and

approve appointment of committee chairs

4. Program Assessment • Monitor achievement of specific program goals

and objectives • Oversee evaluation of products, services and

programs

Responsibilities of a Nonprofit Association’s Board of Directors

5. Public Relations and Recruitment

• Represent the organization in the community • Help network the association with other

organizations • Recruit new Board members • Nurture leadership by encouraging committee

involvement and participation in GAYC efforts

* DISCUSSION *

How do you feel you can contribute to the GAYC Board of Directors?

How can you benefit from serving on the GAYC Board?

The Structure of the Board of Directors

The size of GAYC’s Board is based on GAYC’s organization needs. Since the GAYC staff is small, the GAYC Board is both a policy and a working board. Our GAYC Board averages 35 members.

To give sufficient time to learn the position and make contributions the terms on the GAYC Board are as follows:

President – 5 years (President elect, President and Past President)

Executive and Committee Members – 3 yearsDistrict Representatives – 4 years

The Structure of the Board of Directors

GAYC Executive Committee(Officers and SECA Representative)

District Representatives(2 per each of 10 Districts)

Committee Chairs(17)

The GAYC Staff Structure

Executive DirectorBusiness Manager

Accreditation Facilitation Project CoordinatorConference Coordinator (part-time)

GAYC Projects Coordinator (part-time)

What should be the board’s relationship to the association’s staff?

In general, the Board determines policies and general direction, the staff implements day-to-day

operations.

Board Member Job Descriptions

Individual Board Members • Attend and provide input at all Board meetings• Review agenda prior to meetings • Serve on at least one committee and/or task force • Inform others about the organization • Assist in Board recruitment • Keep up-to-date on field developments • Follow organization’s fiduciary, confidentiality,

liability and conflict of interest policies

Committees

Committees are formed to…

• Spread out the Board of Director’s workload

• Assist in developing Board expertise

• Handle ongoing organizational responsibility

Basic Needs of Effective Committees

1. All committees need clear direction.

2. All committees need written records.

3. All committees need to succeed.

4. All committees need healthy working relationships and a team spirit.

* DISCUSSION *

What talents do you have in relation to GAYC’s work?

What committee would be a good match for your talents and expertise?

The GAYC Policy Manual contains:

• GAYC Board Structure• Job Descriptions and Responsibilities (Board and

Central Office) • Bylaws• GAYC Policies and Guidelines• Appendices (forms)

Let’s look now at your specific job description.

Please locate it in a GAYC Policy Manual

Guidelines for Effective Use of Board Manual and Board Webpage

• Utilize the manual as an orientation “textbook” and an ongoing working tool.

• Refer to the board webpage often as a resource.

• Ask questions. Share the resources.

• Evaluate usefulness at least every 3 years.

Board Webpage Information

The Board Secure webpage and the GAYC website contain working documents:

• Board and Staff Directory• Historical references • Strategic Plan• Budgets, finances and fundraising • Reports• Public policy information• GAYC training, projects and publications flyers

* DISCUSSION *

• How might the Policy Manual and Information Packet be used by Board members to help them achieve association goals?

• How often do you think you might refer to the manual and packet? In what situations?

• What other items should we include to make the information more useful to you?

Fiduciary Duty

Fiduciary duty requires the exercise of reasonable care in performing association functions, characterized by honesty and good faith, always placing association interests ahead of individual interests.

Conflicts of Interest

• A conflict of interest may exist when a member participates in the decision-making process on an issue for the association while concurrently having other interests that could tend that member toward bias.

• General procedures for dealing with conflicts of interest: disclosure, recusal, resignation. Written records must be kept on conflicts of interest.

Confidentiality

Board members must maintain in confidence, indefinitely, whatever information the association desires to keep confidential.

* DISCUSSION *

What are your responsibilities regarding fiduciary duty, conflicts of interest, and

confidentiality within the organization and among Board members?

Board Attendance Policy

• The attendance policy is intended to support full contribution of all Board members.

• Every member receives a copy of the attendance policy within the Members of the Board of Directors: General Responsibilities found in your Policy Manual, page 7.

• What is the attendance policy for the GAYC Board?

What is a Quorum? A quorum defines how many Board members must be in the room before a meeting can begin and binding decisions may be made.

The number constituting the organization’s quorum appears in the GAYC bylaws. For GAYC a quorum at any duly called meeting shall consist of the Board members present, including at least two (2) Officers, with a minimum of 10 Board members present in order to conduct business.

* DISCUSSION *

Since attendance is so important, what are some steps you need to take to ensure that you are able to attend?

Life happens. If you are unable to attend what steps do you think you should take?

Typical Meeting Agendas

• Robert’s Rules of Order are used as a general framework for meetings

• Details specify a balance of reports with discussion, input gathering and decision-making

• Action to be taken is specified by either a V (vote) or an A (action)

Examples: Amended Budget - V (Vote required) Board Retreat Plans – A (Action needed)

Guidelines for Minutes

• Minutes are serious legal documents which the auditor reviews

• No standard format, but detail is necessary. Board votes are recorded and summarized.

• Include logistical aspects of the meeting (time, location, attendance, voting)

• Board Secretary’s responsibility • Distribution to Board and Board approval is

required

* DISCUSSION *

Many of us have a tendency to ignore minutes of meetings.

What are a few reasons why this may not be a good idea while serving as a member of a board of directors?

GAYC’sBoard Information System

Two weeks before quarterly Board meetings: agenda, consent items, information about issues for discussion, committee reports, finances (emailed and/or posted on secure board page)

Two weeks before Annual Retreat: proposed budget After each Board meeting: minutes, notice of next meetingMonthly: financial report to Finance and Executive

Committee, significant PR pieces Quarterly: financial report to full BoardRegularly: current activity memos, updated Board manual

material, advance copies of promotional material and publications, communication among committee members

Characteristics of Good Board Information

At one point or another each of you will share information with the GAYC Board. Please keep these communication characteristics in mind:

• Concise – End Point First• Meaningful – to GAYC• Timely• Relevant to responsibilities• Best available data or information• Clear context • Graphic or visual presentations work best

* DISCUSSION *

• Are there particular issues that you would like to know the GAYC’s stand on?

• Are there particular issues that you feel are important and would like GAYC to explore in more depth?

Sources for this presentation:• www.BoardSource.org 2006

• Outi Flynn. “Meeting Participation.” Meet Smarter: A Guide to Nonprofit Board Meetings. BoardSource, 2006.

• Jerald Jacobs. Association Law Handbook. Washington, DC: American Society of Association Executives, 1996.

• Carter McNamara. “Board Attendance Policy (Sample),” “Board and Staff Responsibilities,” “Sample Board of Directors Meeting Minutes,” Authenticity Consulting, LLC, 2006. http://www.managementhelp.org

• The Nonprofit Board Book: Strategies for Organizational Success. Revised edition. West Memphis, AR: Independent Community Consultants, 1985.

• “Sample Board of Directors Meeting Agenda,” in Field Guide to Developing and Operating Your Nonprofit Board of Directors, as reprinted on http://www.managementhelp.org 2006

Any final thoughts or questions?

Thank-you for volunteering

your time to serve on the

GAYC Board of Directors!