Engagement and Action:Engagement and Action:What Exceptional Boards DoWhat Exceptional Boards Do

February 6-7, 2009February 6-7, 2009

Copyright 2009Jo Linder-Crow, PhD

Setting the Context:Setting the Context:California Psychological AssociationCalifornia Psychological Association

501 (c) 6 non profit organization501 (c) 6 non profit organizationApproximately 4200 membersApproximately 4200 members21 Chapters 21 Chapters (is your chapter incorporated or (is your chapter incorporated or

unincorporated? Are you a (c) 6 or a (c) 3 organization?)unincorporated? Are you a (c) 6 or a (c) 3 organization?) 8 Divisions8 Divisions12 Staff members + 2 contract positions12 Staff members + 2 contract positionsLargest state psychological association Largest state psychological association

Governance StructureGovernance Structure

38 voting board members38 voting board membersNon-voting Ex-Officio board members Non-voting Ex-Officio board members (Chair of CPA Foundation, Chairs of (Chair of CPA Foundation, Chairs of Standing Committees not already on the Standing Committees not already on the Board, our delegates to APA Council of Board, our delegates to APA Council of Representatives, Fed. Adv. Coors., and Representatives, Fed. Adv. Coors., and Parliamentarian)Parliamentarian)Representative Board—reps from all Representative Board—reps from all Chapters, all divisions, and CPAGSChapters, all divisions, and CPAGS

CPA’s Governing DocumentsCPA’s Governing Documents

Bylaws—”laws” of the association. Last fully Bylaws—”laws” of the association. Last fully revised in 2005.revised in 2005.Governance Policy Manual (adopted as working Governance Policy Manual (adopted as working document in 2005)—describes how we work document in 2005)—describes how we work together (role of board, ED, Committees, etc)together (role of board, ED, Committees, etc)Operations and Procedures Manual (currently Operations and Procedures Manual (currently called Policies and Procedures)—describes day called Policies and Procedures)—describes day to day procedures (under revision—project in to day procedures (under revision—project in progress)progress)

Overall Governing StyleOverall Governing Style

Board will approach its task with a style that Board will approach its task with a style that emphasizes:emphasizes:– Using the best knowledge available in our Using the best knowledge available in our

membershipmembership– Outward visionOutward vision– Encouragement of diversity in viewpointsEncouragement of diversity in viewpoints– Strategic leadership and planningStrategic leadership and planning– Clear distinctions between Board and staff rolesClear distinctions between Board and staff roles– Collective decision-making and a proactive approachCollective decision-making and a proactive approach

Staying FocusedStaying Focused

President/Executive Director have a President/Executive Director have a weekly callweekly callExecutive Committee meets monthly by Executive Committee meets monthly by phonephoneFinance Committee has monthly callFinance Committee has monthly callOther committees have regular calls and Other committees have regular calls and as-needed callsas-needed calls

How We WorkHow We Work

3 Board meetings per year3 Board meetings per yearExecutive Committee comprised of President, Executive Committee comprised of President, President-Elect, Past President, Treasurer, President-Elect, Past President, Treasurer, Secretary, either Treasurer-Elect or Secretary-Secretary, either Treasurer-Elect or Secretary-Elect. Executive Director attends Executive Elect. Executive Director attends Executive Committee meetings. Committee meetings. Standing Committees (defined in the bylaws) Standing Committees (defined in the bylaws) and other Committees and Task Forces of the and other Committees and Task Forces of the BoardBoard

Other InitiativesOther Initiatives

APA Initiatives that CPA is connected withAPA Initiatives that CPA is connected with—Disaster Response Network, Public —Disaster Response Network, Public Education Campaign, Business of Practice Education Campaign, Business of Practice Network (BOPN), Federal Advocacy Network (BOPN), Federal Advocacy NetworkNetworkTask Forces as neededTask Forces as neededGrantsGrants

What Happens at Board Meetings?What Happens at Board Meetings?

Consider agenda items proposed by Consider agenda items proposed by members of the Boardmembers of the BoardRobert’s Rules—used unless the Board Robert’s Rules—used unless the Board temporarily suspends themtemporarily suspends themBudget is developed, approved, monitoredBudget is developed, approved, monitoredBoard establishes overall policies and Board establishes overall policies and priorities for CPApriorities for CPA

What are the Legal Responsibilities of What are the Legal Responsibilities of Individual Board Members?Individual Board Members?

Duty of Care --Duty of Care --A board member owes the A board member owes the duty to exercise duty to exercise reasonable carereasonable care when he or she makes a decision as a when he or she makes a decision as a steward of the organization.steward of the organization.

Do this by:Do this by:– Attending all meetingsAttending all meetings– Reviewing all info availableReviewing all info available– Reading and Understanding financial reportsReading and Understanding financial reports– Developing policies for governanceDeveloping policies for governance– Understanding and following all legal requirementsUnderstanding and following all legal requirements– Using normal good business judgmentUsing normal good business judgment

Duty of LoyaltyDuty of Loyalty

– Must act in the best interests of the Must act in the best interests of the organizationorganization

– Avoid conflicts of interestAvoid conflicts of interest– Avoid using Board position for personal gainAvoid using Board position for personal gain– Maintain confidentiality of info that is not of Maintain confidentiality of info that is not of

public recordpublic record

Duty of ObedienceDuty of Obedience

The duty of obedience requires board members The duty of obedience requires board members to be to be faithful to the organization's missionfaithful to the organization's mission. . They are not permitted to act in a way that is They are not permitted to act in a way that is inconsistent with the central goals of the inconsistent with the central goals of the organization. A basis for this rule lies in the organization. A basis for this rule lies in the public's trust that the organization will manage public's trust that the organization will manage donated funds to fulfill the organization's donated funds to fulfill the organization's mission. mission.

What Does This Mean for CPA What Does This Mean for CPA Board Members?Board Members?

Selected by your constituency groupSelected by your constituency groupWhen acting as a Board Member, you When acting as a Board Member, you must think and act in the best interest of must think and act in the best interest of CPA CPA as a wholeas a whole Must avoid conflict of interestMust avoid conflict of interest

Your Role…Your Role…

Board represents “ownership one step Board represents “ownership one step down, not management one step up” down, not management one step up” (John Carver) (John Carver) Consider the big picture—lend your Consider the big picture—lend your expertise to thinking and talking about expertise to thinking and talking about mission, guiding policies, and mission, guiding policies, and proceduresprocedures

These things describe These things describe responsibleresponsible boards…boards…

What describes What describes exceptionalexceptional boards?boards?

Effective Board Teams…Effective Board Teams…

Trust each otherTrust each otherAre flexibleAre flexibleDemonstrate inclusivenessDemonstrate inclusivenessInstitutionalize a culture of inquiry, mutual Institutionalize a culture of inquiry, mutual respect, and constructive debaterespect, and constructive debateFocus on what’s best for the organization as a Focus on what’s best for the organization as a wholewholeMaintain a sense of humorMaintain a sense of humorTrust each otherTrust each other

An Exceptional Board Must…An Exceptional Board Must…

Balance its role as an oversight body with its role as a force supporting the organization.

This requires…This requires…

thoughtfulness and intentionalityknowledge and communicationaction and engagement

Board members who are active and engaged add lasting value to CPA!

That is leadership that brings organizational success!

Thank You for Thank You for Volunteering Your TimeVolunteering Your Time

to CPA!to CPA!