Courageous Boards: Courageous Decisions. presented by Gordon Goodwin

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1 Courageous Boards: Courageous Decisions presented by Gordon Goodwin

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3 What We ll Cover Refresher on the structure, various philosophies and responsibilities of the key roles involved in nonprofit management and governance Hear what s hot in nonprofit governance Learn tools and frameworks to improve board governance Address your questions / curiosities / challenges

4 Hot Topics in Nonprofit Governance Leading with Intent 2014 A National Index of Nonprofit Board Practices Boards earn a B- average Generally better at technical tasks like financial oversight and compliance Not very good at adaptive work related to strategy and community outreach

5 hot topics continued Critical Conversations on the Future of Nonprofit Governance, April, Boards should strive to: be two steps ahead of staff on strategy (forest vs. trees) Be visionary; focus on future rather than history and the present; Understand connection between the needs of the constituencies and the needs of the organization Embrace and explore tensions rather than choose between to foster innovation Boards have a role in ensuring a healthy society through civic and political engagement (from BoardSource conference November 2013)

6 Questions to Wrestle With What would my board need to do to be two steps ahead of the executive director and the organization? What would the board be doing differently if it were emphasizing organizational adaptation and growth? How can my board better connect with our constituents? Do we have adequate autonomy and financial flexibility to be inventive?

7 Duty of Board Fiduciary Responsibilities Fiduciary = Involving Confidence or Trust Care with the care an ordinarily prudent person would exercise Active participation, be present, written records, ask pertinent questions Loyalty put the good of the organization first and avoid engaging in transactions with the organization from which the director will benefit. Put aside personal & professional interests, conflict of interest policy Obedience follow the organization s governing documents (Stay true to the organization s mission) Follow statutes, know the governing documents, know & follow the law From the Office of Minnesota Attorney General, Fiduciary Duties of Directors of Charitable Organizations

8 CEO Engagement Board Involvement Grid STRONG CEO displaces board Governance= Rubber stamping Board/CEO Collaborate Governance=Effectiveness Going through the motions Governance= Uninspiring meetings Board displaces CEO Governance= Micromanagement WEAK STRONG Board Engagement

9 The Governance Triangle Governance As Leadership: Reframing the Work of Nonprofit Boards Chait, Ryan, Taylor, 2005 Fiduciary Governance as Leadership Strategic Generative

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11 Building an Agenda for Critical Conversations

12 Typical Agenda Call to Order Approval of Minutes Executive Director Report Finance Committee Report Development Committee Update Other Adjourn Old Business New Business

13 Better Agenda Approval of Minutes Executive Director Report Changes in program demand in first quarter Finance Committee Report First quarter decline in contributions Development Committee Update Submit 5 names for invite

14 Strategies for Critical Conversations Bundle consent items together Design sessions with an eye toward creating critical dialogue Frame questions around choices Make sure board chair actively encourages daring ideas and deep worries Provide thought-provoking articles about issues affecting your organization

15 Critical Conversation Agenda Consent agenda Strategic choices for addressing declining program participation Identify financial contingencies for continued economic downturn Compare strategies for increasing size and number of individual gifts

16 Critical Conversation: Dig Deeper Strategy to Address Declining Program Participation Does this program still align with mission? What is its impact on revenue, expense, bottom line? What environmental factors are driving change? What do we think the future holds? What are our choices? Maintain, invest, spin-off, close What criteria should we use to evaluate the choices?

17 Table Talk: Round 1 What are your board s behavior challenges? Inactive, not engaged, detached Over-engaged Thoughtful but not action-oriented Talking about the wrong thing Making bad decisions Argumentative Too emotional Meddling

18 Table Talk: Round 2 What critical conversation(s) do you want your board to have? What s our purpose Change geography Add or eliminate programs/services Take the best to scale Consider new partnerships Look for merger partners Strategize how to increase contributions

19 Table Talk: Round 3 Write a Critical Conversation Agenda People know what they need to know to engage Conversations align with challenges and choices Conversations are highly-relevant Alternatives are aired Outcome not predetermined If time allows, did deeper, identifying key questions for one conversation

20 Wrap Up Your agenda Your questions and wisdom Next steps? Let us know!