Board Development Presentation

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Working with Your Board:Challenges and Opportunities

Prepared for St. Agatha Family Empowerment

April 17, 2008

Valerie F. Leonard

Community Development Consultant

www.valeriefleonard.com
http://www.valeriefleonard.com/http://www.valeriefleonard.com/


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What We Will Cover

Building Your Team

Tips for Keeping Good Board Members

Roles and Responsibilities

Stages in a nonprofit boards life cycle

Types of Boards

Transitioning from Working Board to aGoverning Board

Common problems associated with boards

Valerie F. Leonard




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Building Your Team

Organizational FitCore values are consistent with theorganizations

Ability to buy into the mission, goals andobjectives of the organization


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Building Your Team

CommitmentWillingness to fulfill obligations of being a board

memberAbility to attend meetings and do the homeworkbetween meetingsWilling and able to make a financial contribution,whether small or large

Demonstrated ability and willingness to leveragecontacts and resources to the benefit of theorganization


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Building Your Team

DiversityComplimentary skill sets

Legal

FinancialProgram DevelopmentMarketing

Varied backgrounds

RaceEthnicityProfession

Differing perspectives


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Building Your Team

Things to avoid when recruiting board membersSelecting board members based on friendship

Selecting family members unless the organization isintended to be a family-run foundation

Allowing prominent people to come onto the board withthe understanding that they wont be able to makemeetings

Approaching your dream candidates while yourorganization is still in developmental stages (unless theother board members are equally prestigious)

Inviting someone to come onto the board solely because

of name recognition


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Tips for Keeping Good Board

Members

Provide each new member with a boardbook Mission

Budget Strategic Plan Articles of Incorporation Funding Application Annual Report

Descriptions for Members, Officers andCommittees


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Members

Contact Information for Board and Staff

Organization Chart

Bylaws

Letter of Determination

Board Policies and Procedures

Board Minutes


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Members

Consider asking prospective recruitsto serve in an advisory capacitybefore extending an offer of fullmembership

Require new board members toparticipate in orientation


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Members

Strictly enforce attendance rules Only re-elect Board members who

have fulfilled their duties Follow up with Board members who

have missed meetings Thank Board members for their

involvement Chicago styleearlyand often


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The Importance of Bylaws

Bylaws Include provisions governing the internal

policies and procedures of theorganization

Legal requirement Each state has a minimum standard of the

contents of the bylaws


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Typically, by law, the ExecutiveCommittee has all of the power andauthority of the full Board with the

following exceptions:Cannot fill board vacancies

Cannot adopt, amend or repeal bylaws

Cannot have powers that are inconsistent

with resolutions passed by the Board


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Tips: Make sure the bylaws are in compliance with

current state law, yet serve the organizations

desires to operate in an efficient manner Give special attention to the more important

bylaw provisions, such as quorum requirements,succession of officers, powers of the ExecutiveCommittee and voting rules.


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Sample Board Structure

Working Board-No Staff

Board of Directors

Executive CommitteeProgram Committee Membership Board Development

President

Vice President

Secretary

Treasurer

Finance Committee

Fundraising

Advisory Board

Advisory Board committees typicallyreport to Board of Directors throughits various committees.


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Sample Organizational Structure-

Board With Staff

Board of Directors

Advisory Board

Executive Director

Finance Human Resources Marketing Membership Programs Fundraising

Chart depicts typical functions, as opposed tospecific programs, people or departments


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Legal-Duty of CareBoard members are legally required to act with

reasonable care while making decisions andtaking action on the organizations behalf.

While making decisions, board members should

Be informed of alternatives that couldimpact the outcomes

Evaluate pros and consStrive to minimize risk to the organization


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Legal-Duty of Loyalty (fiduciary)Board members are required to put theinterests of the organizations ahead of their own

No self dealing

Example, a board member voting torent an office space in a building s/he

owns

No conflicts of interest

Example, a board member sitting onthe boards of two organizations

pursuing the same funding source


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Board Roles vs. Staff RolesBoard

Governs the organization and sets strategicdirection

StaffManages day to day operations


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Board Activities

Typical Board ActivitiesSetting strategic directionOutlining programs and evaluating outcomesApproving budgets and monitoring financial conditionEstablishing and managing committeesHiring and managing the executive directorServing as ambassadors of the nonprofit to the publicLeading and helping fundraising efforts


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Board Officers

President

Vice President

Secretary

Treasurer


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Board Officers

PresidentPresides over meetings and sets agenda

Appoints committees

Manages the Executive Director

Serves as the spokesperson for the

organization


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Board Officers

Vice PresidentFills in for the President in his/her absence

Assumes role of President if the rolebecomes vacant


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Board Officers

TreasurerKeeps track of nonprofits funds

Handles bank transactionsSigns Checks or Co-signs with President

Prepares financial reports to the board andregulatory agencies

Manages the finance and budget committee


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Managing the Board

Number of DirectorsDetermined by the type of work the

organization does, its constituency andgeographic focus

Smaller organizations tend to have a boardmembership of 5-9

Larger organizations tend to have a rangeof 17-25 members


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Managing the Board

Terms and Term LimitsThe terms and term limits (if applicable) should bespelled out in the organizations by-laws

Advantages to term limitsKeeps the organization leadership freshEncourages a sense of urgency to completeinitiatives

Disadvantages to term limitsLeadership continuity could be interrupted


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Managing the Board

Best PracticesDevelop written descriptions for each office,member and committee headCreate work plans to carry out goals and objectivesDevelop performance expectations and removalpolicies and enforce them

Establish a board development committee for

ongoing training and management


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Effective Board Meetings

Meet regularly, as prescribed by by-laws

Invite Staff and outsiders whereappropriate

Give notice of meetings as prescribed

by by-lawsDraft an agenda and stick to it


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Board Life Cycle

Organizing Board Governing Board Institutional Board

Source: Carter McNamara, PhD, Field Guide to Developing and Operating Your Nonprofit Board

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Organizing Boards

Common Issues-Follow the Leader

Founders Syndrome Founding leader tends to be autocratic, and not

always open to others opinions

Difficult to get work done effectively Members tend to not be task-oriented

Typically selected based upon relationship with theleader, rather than skill or passion for theorganization

Members tend to rubber stamp decisions made

by the leader Members usually do not participate in

fundraisingValerie F. Leonard




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Organizing Board

Common Issues-Boards that Lead Blurring of lines between board and staff roles and

responsibilities Board members often serve as staff volunteers

Role of governing organization and supervising the ExecutiveDirector

As staff volunteers, the Executive Director supervises the work

that Board members perform

Typically delay hiring decisions Members may feel that hiring staff may somehow take away from

their tasks

Members may want the jobs themselves, but are reluctant to make

a choice for fear of causing friction within the board Members are reluctant to share their power with staff

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Transitioning to a

Volunteer Governing Board

Need to Develop Board to Accommodate Growth Bring on new board members with additional skill sets and

resources (ie, fundraising, program development, legal,financial)

More formalized structure (ie, more committees and workgroups)

More formalized systems (ie., strategic planning, budgetingand program evaluation)

Need to Clarify Roles of Board and Staff Members of a Follow the Leader Board may have difficulty

taking ownership of new tasks Members of the Board that Leads may have difficulty

delegating or relinquishing responsibilities for staff functions Staff from organizations with either type of board may resentboard members being hands on

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Challenges of Transitioning to a

Volunteer Governing Board

Change Management Managing cultural change brought about by bringing on new

people and systems while remaining true to mission Board turnover Entrenchment of old ideas versus fresh ideas

Establishing trusting relationships between old guard andnew members Making sure all board members remain actively engaged Making sure programs remain relevant to the community and

potential funders

Tools:

Strategic planning, board recruitment and orientationpackage, board development committee, job descriptions,

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Volunteer Governing Board Cont

Communication Hidden Agendas Conflicts that arise because one member makes controversial

public statements while representing the organization

Tools: Open and honest communication, disclosure statements,

communication and media policies

Board Operations Getting stuck on Old Business Recruiting and retaining good board members

Tools: Consent agendas, board recruitment and orientation

packages, nominating and/or board development committee,board evaluation forms

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Volunteer Governing Board Cont Ethics

Conflicts of interest Engagement in partisan political activities Pressure to hire friends, relatives of board members or

associates of funders and others with influence

Tools: Conflict of interest policies, statement of ethics, by-laws,policies on political activities, personnel policies and procedures

Fundraising Difficulty in getting board members to participate in fundraising

Tools: Board orientation and packet, board job description, articlesin by-laws, fundraising policies and procedures

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Volunteer Governing Board Cont

Financial Management Lack of financial accountability

Difficulties with regulatory compliance

Tools: Financial policies and procedures, creation of finance and budget

committee

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Policy Governing Board

Board Chairman and Executive Directorbegin to be seen more as a jointleadership team

Board members begin to become lessinvolved in day to day operating activities Assume more responsibility for

governance Set strategic direction Financial oversight Program evaluation

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Institutional Board

Organization is very mature All systems in place to run the

organization in an efficient manner Usually larger than the typical board and

often includes prominent civic leaders Major focus is to raise money for the

organization Delegates many of the governance

functions to an Executive or ManagementCommittee

Valerie F. Leonard



Documents

Board Development Presentation