High Functioning BroadsStandards of Conduct Members responsibilitiesCommitteesBylaws

• What are bylaws?

• How bylaws benefit the group

Conducting a meetings Understanding Parliamentary lawMotions

It is imperative that a nonprofit board function at a high level to ensure a clear and strategic

organizational direction that supports the agency’s efforts to successfully

navigate the challenges, responsibilities and opportunities of a new and

changing environment

Board governance issues can impact the ability of an agency to function effectively

These issues include:

Poor board relationsInadequate board expertisePoor communication between the board and CEOInsufficient organizational oversight Poor relations with key stakeholders

Every organization needs a foundation

from which it operates

Its foundation is its • Standards of Conduct

• Roles and Responsibilities

• Board and its individual members

Set the DirectionHire the Chief Executive Officer

Evaluate the Chief Executive OfficerPlan Effectively

Align Services with Mission AchievementMaintain Adequate Financial Resources

Provide Appropriate Financial Oversight and Asset ProtectionEnsure High Functioning and Competent Board

Ensure Ethical and Legal IntegrityEnhance the organization’s Reputation

Committees

Body of one or more persons• Elected

• Appointed

To consider• Investigate

• Take action

Ordinary committees• Standing

• Special

The committee is the eye, ear, and hand, and

very often the brain of the organization. Free

from the very great inconvenience of

numbers, it can study a question, obtain full

information, and put the proposed action into

proper shape for final decision.

“The working machinery of an organization”

STANDING COMMITTEES• Perform a continuing function

• Remain in existence

• Must be provided in the bylaws

• Certain action is automatic

SPECIAL COMMITTEE• Appointed

• Specified task

• Automatically cease

Chairman • Or any two members

• Can vote/debate

• Make motions

Committee• Can not adopt any special rules

• Quorum

• Majority

Report

Official statement• Take action

• Recommendation

• Information

Can contain only• What has been agreed to

• Quorum

Approval of minutes

Report of officers

• Boards

• Standing committees

Report of special

Special orders

Unfinished business

New business

Knowing the rules of parliamentary

procedure helps people run a meeting

more efficiently. It provides the tools with

which officers and members may

participate with confidence in any

assembly

The Board is responsible to ensures that an effective process is implemented that results in the selection of a competent

executive. The Board must clearly identify the skills necessary for success as the executive and define the

responsibilities the executive will be held accountable for achieving.

The Board is responsible for establishing the criteria used to evaluate the CEO. Thus the Board must identify the performance

targets, the criteria for evaluating the executive’s performance and implement an effective performance evaluation process. The

Board must also provide professional support and regular feedback to the CEO

The Board approves an annual budget and ensures the organization has adequate financial controls

The Board ensures the organization complies with all legal standards and ethical norms

The bylaws of high functioning organizations include many of the following elements.

Compare your bylaws to see if they are as comprehensive.

Quality leadership is critical for an organization. The Board demonstrates leadership in the manner in which Board

members interact with each other, maintain a relationship withthe CEO, ensure board diversity and communicate with customers,

staff, funders, the public and media.

It is the Board’s fiduciary responsibility is to ensure that systems are in place that safeguard the organization’s finances.

In some cases, funders will want to know that an agency’s board is competent to

oversee large grants and federal funds.

The Majority Rules

A Quorum must be Present

In order to make decisions

All members are equal

The Rights of the Governing body

outrank the rights of the members

Members must work together to

accomplish the goals of the organization

There are three types of meetings• Regular Meetings

• Special Meetings

• Close Meetings

Non-Profit boards operate for public benefit with support from the general public

They should provide the public with information about their mission, program activities, and finances

Boards should be accessible and responsive to members of the public who express interest in the affairs of the organization

Refresh

Inform

Record

Paragraph One• Type of meeting

• Date, time, place of meeting

• Approval of the minutes of the last meeting

Paragraph Two• Main motions

• Primary and/or secondary motions

Last Paragraph• Time the meeting was adjourned

• Signature of the Secretary

Is a type of motion by which a policy

council deals directly with a main

motion prior to (or instead of) voting on

the main motion itself

Modifies, delays action or disposes of

a main motion

Subsidiary Motion

Relates in varying ways to the main

motion and other parliamentary motions

Relates to the pending business

Do not have rank

Incidental Motion

Is granted precedence over ordinary

business because it concerns matters of

great importance or urgency

Are not debatable, although in case of

questions of privilege, the chair may feel

the need to elicit relevant facts from

members

Privileged Motion

Brings business before the

council

Are made while no

other motion is pending

Are lowest ranking motion

Main Motion

Motions That Bring a Question Again Before the Assembly

Discharge a Committee

Reconsider

Rescind;

Amend Something Previously Adopted

Take from the Table

Motions bring business to the

meeting

Motions provide fairness when

making important decisions

29

Recognize the person who made the

motion

Make an effort to allow both sides

No one who has had the floor previously

Can’t interrupt the speaker

30

31

Highest Ranking Adjourn

Recess

Personal Privilege

Lay on the Table

Previous Question

Limit Debate

Postpone

Commit or Refer

Amend

Lowest Ranking Main Motion

32

I move we have a party Saturday night.

33

We have a party Saturday night.

and invite two guests

34

We have a party Saturday night.

and invite two guests

four

35

We have a party Saturday night.

and invite four guests

36

We have a party Saturday night

and invite four guest.

To "add" or "insert"

To "strike out"

To "strike out certain words & insert

others."

To "substitute"

To divide a motion into two or more

motions

37

Roll Call

Ballot

Voice

Show Hands

Standing

38

39

what it believes in,

what it stands for

what it values.

The essence of any board lies in: