All A-Board Board Member Roles and Responsibilities More Than Other Duties As Assigned Non Profit University June 10, 2015 VISION Creating and communicating a clear sense of what the world will look like GOVERNANCE Mission oriented oversight and responsibility to stakeholders DEVELOPMENT Ensuring the long term well being of the organization 1- Where are we going? Define the organization s mission and purpose. What? Why? For whom? Public accountability Adequacy, accuracy, validity Guide to planning and decision making 2- Who s driving? Select the chief executive Establish clear expectations Create a clear job description Assess performance Clarify board/staff functions 3- Buckle Up! Engage board members in board service Organize effective and productive meetings Create an adequate and efficient committee structure Let people serve where they can do the most good Thank people for their service 4- Use a roadmap. Ensure effective organizational planning. Translate the board mission into measurable goals Ask good questions Ask for progress reports 5- Get some gas. Ensure adequate resources. Set funding targets Actively solicit contributions Make an annual gift in keeping with individual means
6- Stay on the road. Manage resources effectively. Help to develop and approve an annual budget Read all financials Insist on an audit Monitor reserves and investments 7- Take a pit stop. Monitor programs Long-range oversight Consistency with mission Program effectiveness 8- Sound your horn! Enhance the organization s public standing. Ambassadors spread goodwill Advocates promote change Representatives speak for the organization 9- Watch the rules of the road. Ensure legal and ethical integrity and maintain accountability. Ensure adherence to ethical standards and legal norms Act consistently with own policies Duties of care, loyalty and obedience (CLO) 10- Are we there yet? Develop the board and assess board performance Use a board profile to recruit a diverse board Evaluate the board s effectiveness and provide training Celebrate! Never doubt that a small group of thoughtful, committed people can change the world. Indeed, it is the only thing that ever has. Margaret Mead
Who Does What???? Decide who should have primary responsibilities for the following activities normally carried out in an agency of organization. Place the appropriate letter in the blank beside each activity. S Staff B Board J Joint Planning Direct the planning process Provide input for long range goals Approve long range projects Create annual objectives Prepare updates on goal achievement Monitor goal achievement Finance Prepare the preliminary budget Finalize and approve the budget Keep expenditures within budget Solicit contributions for the organization Assure the future financial stability of the organization Programs Conduct a stakeholder needs survey Determine the fees for a class Plan the volunteer training schedule Train volunteers Evaluate programs Maintain records, prepare reports Personnel Hire staff Evaluate staff Recommend salary/benefits for staff Maintain good staff morale Direct staff Maintain employee files Write job descriptions 1
Rate Your Board Meetings Rate the quality of your board meetings by indicating how much you think the following statements describe your board meetings using the following scale: 1-Strongly Disagree 2-Disagree 3-Nuetral 4-Agree 5-Strongly Agree 1. An agenda is sent in advance of the board meeting. 2. Meetings are held at a regular place and time. 3. Meetings adjourn on time. 4. A majority of the board attends all board meetings. 5. Input is expected and welcomed from all board members. 6. Members feel free to disagree with one another at board meetings. 7. New ideas are generated and discussed at board meetings. Minute Mistakes to Avoid Fail to document quorum Fail to document attendance Fail to document board action (motion, second, vote) Including too much information (transcript) Approval after long period of time Failure to maintain minutes record keeping system Don t identify action items FBNA Bylaws Test What is the maximum number of board members? What is the minimum number of board members? What constitutes a quorum of the board? How long is a board term? What is the term limit? What is the attendance requirement? Who is the parliamentarian for the board? Who appoints standing committee members? Who serves on the Finance committee? Can non board members serve on committees? How often must bylaws be reviewed? When was the last time they were reviewed? 2
Duties of Board Members (CLO) Duty of Care Includes careful oversight of financial matters, regular attendance at meetings, reading of minutes and financial statements, attention to issues, and asking questions about anything that seems unclear or questionable. Duty of Loyalty Conflicts of interest must be avoided. This includes conflicts that might result in personal benefit or benefit to other organizations with which the Board member is connected. The Board member will act only in the best interest of the organization and its stakeholders. Duty of Obedience Obedience to the mission of the organization must guide all decisions. The Board must ensure that the organization functions within all legal and ethical requirements as well as its own Board Standards How Are You Doing? 100% Board Giving 75% Board Attendance 100% Participation on Committees Viable strategic plan reflected in minutes Budget is translation of strategic plan I m proud that we. I m proud that you I m proud that I Celebrate the Journey 3
Board Self-Assessment Measure your Board s effectiveness and your own effectiveness as a Board member by indicating how frequently the following statements describe you (self rating) and your Board as a whole. Use the following scale: 0 never, 1-sometimes, 2-often, and 3-always. Self Board 1. Know and understand the organization s mission, purposes and goals. 2. Know Board member roles and responsibilities. 3. Prepare for and actively participate in all meetings. 4. Regularly review and support the organization s strategic plan. 5. Support funding efforts by actively seeking funding support. 6. Take seriously the responsibility to carefully review all financial reports and documents shared at board meetings. 7. Exercise the duties of care, loyalty and obedience in a reasonably prudent manner. 8. Fulfill role as ambassadors and advocates for the organization and promote the mission and programs of the organization in the community. 9. Have read the organization bylaws and make sure that all decisions are consistent with adopted policies. 10. Find serving on the board to be rewarding and satisfying. Add up your scores and see how you did! Scoring 0-15 points: You/Your board needs to learn about board responsibilities so that members can be effective. Study your organization s mission, its bylaws and policies as a board. Spend time with the staff, each other and patrons/clients. Talk about the vision and mission of your organization. Ask mission focused questions and think big picture. Take an active interest in the programs of the organization. 15-25 points: You/Your board has some idea of what its responsibilities are. Make sure that you are using your knowledge of the organization to serve consistently and to participate actively. Exercise careful oversight to ensure the long-term health of your board. 23-30 points: You/Your board knows what it takes to be accountable and is actively engaged in the mission of the organization. Set a goal of going beyond the basics and become an ambassador for your organization. Make the organization s mission, the mission of each board member. More active members can help develop other board members and monitor the effectiveness of the board. 1. 2. 3. 4. 5. 6. 7. 8. 9. 10. Totals
Board Composition Analysis Board Member Names Yrs on Board Female Male Under 21 21-35 36-50 51-65 Over 65 Other White Hispanic Black Military Youth Pro0gramming Business Medicine Law Education Corporate Marketing Faith Community Finance/Banking Social Service Health Care Public Safety IT Fund Raising HR/Personnel Media/PR Planning Community vol.
SAMPLE Board Position Description and Agreement Roles and responsibilities 1. Attend board meetings (9 or 12 required)* 2. Participate on a board committee* 3. Participate in the board s annual retreat to review the foundation s mission, strategic plan, and annual performance, and to help develop next year s plans* 4. Make a personal gift* 5. Help design and implement an annual evaluation and coaching for the Executive Director 6. Help develop and lead an annual assessment of the board s performance *required As a member of this board, I commit to: hold this foundation to a high standard of performance and actively participate to achieve its mission work hard to understand my roles and responsibilities and to be sufficiently knowledgeable about the foundation and its operation to make informed decisions read the materials sent to the board and come prepared to board and committee meetings arrive at meetings on time and stay for the full agenda unless I have otherwise notified the board or committee chair ask for clarification on any matters or material that I do not understand before making a decision actively participate in identifying and exploring a variety of opinions and options before voting on an important board matter listen carefully to other board members and staff with an open mind and an objective perspective and try never to dominate the discussion put aside my personal agendas and pledge to actively work only toward those decisions and solutions that are in the organization s best interests respect the confidentiality of the board s business and the confidentiality of recipients honor the principle of no surprises, and expect that my fellow board members and our executive director will do likewise I agree to be informed and to observe the following board policies avoidance of conflict of interest equal opportunity and avoidance of discrimination enrollment in board liability insurance program Signed Date
The Do s and Don ts of Board Recruitment Do: Take seriously your responsibility to ensure the future leadership of your organization. Make recruitment a regular, on-going activity of the whole board. Seek the counsel and involvement of your key development staff in all recruitment activities. Ensure that the board conducts a self-evaluation, and reviews and updates the by-laws and board manual annually. Ensure that board policies (e.g., Conflict of Interest) are in place, up-to-date, and that you have insurance for Directors and Officers. Be frank, honest, and positive about the challenges facing the organization. Adhere to the recruitment standards and selection criteria established by the board. Treat each board candidate as if they were a major gift prospect or donor. You ll never go wrong! Develop a personalized cultivation plan for each board candidate. Leave yourself and the candidate a gracious out. Document recruitment activity and make it a permanent part of the candidate s donor or prospect file. Review the service of each board member annually and have a leadership plan in place for each. Remember to renew terms for current board members at the annual meeting. Don t: Hurry up and ask, or wait until a crisis drives recruitment activity. Settle for less than who you really need and want. Misrepresent or sweep organizational challenges under the rug: they may be just the things to hook a board candidate. Ask the candidate prematurely. Ask in such a way that the candidate assumes they are immediately a new board member. Think recruitment is a staff activity or responsibility. Recruit outside the board for officer positions!
BOARD VERSUS STAFF ROLES IN FUNDRAISING INSTRUCTIONS: For each of the following tasks related to fundraising, indicate who within your organization has primary responsibility: the Board or the staff, or whether the responsibility is shared. Once you have completed the first column, discuss with your group who should have primary responsibility for the tasks listed. B = Board S = staff J = joint/shared 1. To establish fundraising objectives. 2. To develop an annual fundraising plan for the organization. 3. To make an annual contribution to the organization. 4. To identify potential funders. 5. To research potential funders primarily through guides or other written materials. 6. To identify contacts within targeted potential funders. 7. To prepare proposals and other fundraising materials. 8. To use contacts to "get in the door" with potential funders. 9. To make solicitation visits. 10. To do follow-up to solicitation visits. 11. To keep records on the fundraising process. 12. To do outreach/marketing for special events. 13. To handle logistics for special events. 14. To maintain ongoing contact with funders. 15. To sign solicitation letters or letters accompanying proposals. Responsible Now Should be responsible