Develop a Strong Board

Develop a Strong Board

Introduction The board of directors provides oversight for all of the activities in the organization; it is the ultimate decision-making authority and the protector of resources, both human and financial. People who sit on boards are there because they have an interest in the organization s mandate the reason the organization exists and the clients it serves. This means board members often have a strong personal or emotional connection to the organization and its cause. They can be passionate advocates and champions, not only for clients, but also for the people the employees and volunteers who carry out the work of the organization. Board members think at the strategic level and they generally bring a particular skill set required by the organization, such as financial, legal, human resources, or strategic planning expertise. Working together, it is this group of people who decide what the organization needs to achieve and how to do it, in other words, the vision and mission for the organization. The executive director and staff, if there is one implement the vision through an annual operating plan, updating the board regularly during the year about how things are going and advising of any matters for concern or attention. The board also sets the tone and standards for how people are treated, within and outside of the organization. They do this by example and also through policy, by-laws and by hiring and managing the executive director. By understanding the different roles and responsibilities represented on the board, and by giving each member the resources and documentation they need, you can ensure a smoother onboarding process for each member and more cohesive, effective board dynamics. This toolkit is designed to help you define board roles and responsibilities, set board policies, recruit board members, and orient them to their new role so they can contribute confidently and meaningfully to the success of your non-profit organization. StepUp BC Build a Strong Board 2

Set the expectation To perform competently and confidently, every board member needs to understand the ethics and standards they ll be held accountable to as they perform their duties. This section defines the role of the executive committee of the board and provides information about important board member responsibilities and expectations. The executive committee An executive committee manages the operations of the board of directors and usually has some decision-making authority. The authority of an executive committee is set by the organization s by-laws. The executive committee is usually comprised of the president, vice-president, treasurer and secretary of the board. Membership may also be extended to other subcommittee chairs. The executive committee usually has the authorization to act and make decisions on behalf of the entire board. It may be called upon to make decisions on issues that arise between regularly scheduled board meetings and it may be responsible for other activities such as conducting an evaluation of the executive director. The executive committee must provide the board with details of any decisions made or actions taken during their absence. Fiduciary duties Every board director holds a position of trust. This is because he/she has the power and obligation to act on behalf of the organization. An association based on trust is called a FIDUCIARY relationship. A fiduciary is one that stands in a special relation of trust, confidence, or responsibility in his/her obligations to others. Regardless of the structure of an organization or its mandate, all directors have a fiduciary duty to perform with care, diligence and skill. Boards of directors are expected to operate in good faith and with the best interests of an organization in mind. Directors of charitable organizations may be held to a different standard of conduct than those who manage non-profit organizations that are not charitable. This is because the courts treat directors and officers of charitable organizations as TRUSTEES, setting a higher standard of care. A trustee is one who holds legal title to property that other people have the right to benefit from. StepUp BC Build a Strong Board 3

TIP: Encourage your directors to attend board meetings regularly, make reasonable inquiries into the day-to-day management of the organization, participate in making decisions, and ensure the selection of qualified and responsible management and staff. This will be the best way for them to provide the proper standard of care that is expected from them. TIP: You can help directors be prepared for meetings by providing copies of relevant documents and reports on the agenda prior to meetings, and encouraging directors to ask questions if anything is not clear. Conflicts of interest Avoiding conflict of interest situations is a key legal responsibility of a board member and considered to be a part of their fiduciary responsibility. A conflict of interest occurs when an individual s private interest differs from his or her professional obligation to an organization. For example, most non-profit organizations in Canada specify that board members cannot gain financially from their involvement with a non-profit organization because their personal gain could conflict with the best interests of the organization and its mission. You can help your board members avoid conflicts of interest by establishing guidelines or policies to define how the concept applies in this context and indicate how best to disclose the situation to avoid or minimize the potential conflict. Conflicts of interest don t occur exclusively at the board level. Employees and volunteers can also find themselves in conflict of interest situations. For this reason, non-profit organizations should prepare conflict of interest guidelines and/or policies for board members, employees, and volunteers. This information was sourced from the Community Sector Council of Newfoundland and Labrador website at http://test.communitysector.nl.ca/voluntary-sectorresources/board-development/board-directors-fiduciary-relationship Policies and by-laws In BC, a non-profit organization is a society, formed under the Society Act. The Act requires that organizations create by-laws. These by-laws define the rules for how the organization will operate. StepUp BC Build a Strong Board 4

For example, in BC, the Act requires that by-laws must contain provisions for seven specific matters. These matters include the procedure for calling a general meeting, the duties of directors, the appointment and removal of directors and officers and their duties, and powers and remuneration. Additional by-laws may also be added at the organization s discretion. More information about by-laws and the Society Act can be found online here. (http://bit.ly/1fyhl9c) The boards of non-profit organizations normally govern by establishing policies. A policy is any written statement approved by the board that: 1. Articulates and defines important objectives, principles or values 2. Limits or prescribes what kind of action will be taken in different situations 3. Defines roles, responsibilities and authority General policies should also be set that are subject to change by the board of directors at any time. In general, most non-profit organizations limit the number of policies designated as formal by-laws and focus their attention instead on creating other key policies. This gives the board of directors the flexibility and opportunity to identify organizational practices that are important, yet be able to easily modify them when necessary. This is often referred to as "governing by policy." StepUp BC Build a Strong Board 5

Key areas for policy setting include: Organizational mission, objectives and values. Role and responsibilities of the board. Board decision making and meeting practices (usually covered in part by bylaws). Conflict of interest. Board member conduct. Role, responsibilities, and authority of the executive director or CEO. Financial management. Personnel, hiring and other human resource practices. Treatment and protection of consumers, customers, clients or users. Fundraising (including ethical considerations). Advocacy and public education. Accountability to members, stakeholders and community (this may be partially addressed by by-laws in references to annual general meeting and annual financial report). StepUp BC Build a Strong Board 6

Define the roles Being on a board of directors is really a job. And while directors may be passionate about your organization and its mandate, they are also generally busy and pressed for time. Many have full time jobs in addition to their board responsibilities. Providing a clear definition of each board role will help your directors perform their roles efficiently and make the best use of their time. Role descriptions Just as job descriptions are essential for employees, role descriptions are essential for your board members. Each director needs to know the extent and the limitations of his/her responsibilities so they can lead the organization effectively. Each board role has a different set of responsibilities and duties, with the chairperson or president, the secretary, the treasurer and the vice chair all holding additional responsibilities above and beyond those of ordinary board members. If a board has committees, then each Committee Chairperson will have special duties. You will likely need to create up to six position descriptions: board member, president or chairperson, vice president, treasurer, secretary and committee chairperson. Key job responsibilities for each position are listed below, along with a role-description template that can be used to create role descriptions for each board member position. Board member Approve, where appropriate, policy and other recommendations received from the Board, its standing committees and senior staff. Monitor all Board policies. Review the by-laws and policy manual, and recommend by-law changes to the membership. Review the Board s structure, approve changes, and prepare necessary by-law amendments. Participate in the development of the organizational plan and annual review. Approve the organization s budget. StepUp BC Build a Strong Board 7

President Provides leadership to the Board of Directors. Makes sure the Board adheres to its by-laws and constitution. Prepares the Board s agenda with input from Board Members and the senior staff person. Chairs meetings of the Board. Encourages Board members to participate in meetings and activities. Keeps the Board s discussion on topic by summarizing issues. Keeps the Board s activities focused on the organization s mission. Evaluates the effectiveness of the Board s decision-making process. Chairs meetings of the Executive Committee. Makes sure that committee chairpersons are appointed. Orients Board Members and committee chairpersons to the Board. Serves as ex officio member of committees and attends their meetings when needed. Makes sure there is a process to evaluate the effectiveness of Board Members, using measurable criteria. Vice chairperson or president elect Acts in the absence of the Chairperson. Serves on the Executive Committee. Learns the duties of the Chairperson and keeps informed on key issues. Works closely as consultant and advisor to the Chairperson. Prepares to serve a future term as Chairperson. Chairs at least one major committee. Acts as a signing officer for cheques and other documents. Orients the new Vice-Chairperson. StepUp BC Build a Strong Board 8

Treasurer Serves on the Executive Committee. Gives regular reports to the Board on the financial state of the organization. Keeps financial reports on file. Chairs the Finance Committee. Orients the new Treasurer. Acts as signing officer, with another officer or Executive Director for cheques and other documents. Secretary Serves on the Executive Committee. Keeps copies of the organization s by-laws and the Board s policy statements. Keeps lists of officers, Board Members, committees and General Membership. Notifies Board Members of meetings. Brings official minute book to meetings. Keeps record of Board attendance. Makes sure that there is a quorum at Board meetings. Keeps accurate minutes of meetings. Records all motions and decisions of meetings. Signs Board minutes to attest to their accuracy. Records all corrections to minutes. Keeps copies of minutes of both Board and committee meetings. Distributes copies of minutes to Board Members promptly after meetings. Conducts general Board correspondence. Keeps records of all Board correspondence. Signs Board minutes and corrections to confirm their accuracy. Signs official documents of the organization as required. Files the annual return, amendments to the by-laws and other incorporating documents with the Corporate Registry. Makes sure members are notified of General Meetings. StepUp BC Build a Strong Board 9

In the absence of the Chairperson and Vice-Chairperson, chairs Board meetings until the election of an alternate Chairperson. Orients the new Secretary. Committee Chairperson Reviews the terms of reference and mandate of the committee as outlined by the Board. Recruits an appropriate number of committee members to carry out the mandate. Orients members to the committee s mandate and position in the organization. Calls committee meetings and develops agendas with the input of the members. Encourages members to participate. Keeps discussion on topic by summarizing issues. Guides the committee through its meetings to fulfill the committee s purpose. Recognizes each member s contribution to the committee s work. Delegates appropriate tasks to individual committee members. Knows staff members role on committees and makes sure they have an opportunity to be heard before recommendations are sent to the Board. Plans and evaluates the committee s work with the help of the members. Makes sure meeting minutes and other relevant information are recorded and filed. Reports the committee s progress to the Board of Directors and the membership on a regular basis. Orients the new Board committee Chairperson. These sample role descriptions are sourced from the workbook Board Development: Developing Job Descriptions for Board Members of Non-profit Organizations developed by The Muttart Foundation and Alberta Culture and Community Spirit (http://bit.ly/m7v3lz). StepUp BC Build a Strong Board 10

Role-description template Use the Role-description template in the appendix to create clear role descriptions for each board position. Recruit board members Most directors are appointed to a board by being nominated by someone and then being elected by the membership of the non-profit organization. Regardless of how they get there, it is in your organization s interest to always be on the lookout for good board candidates. A well-rounded board of directors can offer vision and direction to an organization as well as provide essential skills and offer connections to the community, government, and business. Board members hold their position on the board for a specific term, which can range from one to four years depending on the organization. To ensure continuity, terms are often staggered so that not all of the Directors change at once. As a result, recruiting new board members is an ongoing process. Here are some tips to help you identify and recruit the board-level talent your organization needs: Plan ahead. Carefully consider the skills you require and recruit people with skills that are currently lacking at the board level. Keep an active list of potential candidates. Start compiling names and thinking about potential candidates and the skills they offer well in advance of the time you plan to recruit. This will give you plenty of time to consider individual skills and contributions. Be honest about the commitment and clearly communicate the time and effort that s required. Consider the amount of committee work, advocacy activities, informal consultations, organizational events, and so on. It s all in the attitude. Be positive when you approach potential board members. After all, you are not asking them for a favour it s an honour to be part of your great organization. Match interests and need. Have a board composition that blends people who are passionate about your cause with people who can meet the specific needs of your organization. It s important to have strong, committed advocates, but you may also need tax advice, policy direction, human resource management skills, and so on. Think about potential conflicts of interest. Candidates who have connections in the area of your group s interests are ideal, but not if it means you will always be competing for the same donors or funders. It is unfair to ask someone to sit StepUp BC Build a Strong Board 11

on your board if the potential exists for him or her to be in a conflict of interest with another organization for which they volunteer or work. Diversity is key. Engaging people with different education, careers, connections and life experiences will make for a lively board with varying opinions where the best ideas will flourish. Reach out to new sources of talent. New board members won t fix old problems. If there is a lot of conflict on your board, strained relations between board and staff, or miscommunication about roles and responsibilities, recruiting new board members will not solve these problems. Long-term, deep-rooted problems of a board should be examined and solved BEFORE new members are recruited. Personal requests work best. General calls for board members might generate some interest, but the best boards go after the candidates they want and ASK them to participate. More information about recruiting board members is available at the links below: Avoid the pitfalls in recruiting board members (http://www.energizeinc.com/art/asecb.html) 10 stop signs on the road to board recruiting (http://bit.ly/1crkbmx) StepUp BC Build a Strong Board 12

Orientation When new directors are appointed to the board, it is important that they receive an orientation to help them understand your organization and their new role. A ready-to-go, easy-to-read board binder can really help with the onboarding process and provide an invaluable reference throughout each board member s tenure. A board binder clearly describes the organization, outlines the responsibilities of board members, and presents key information. Below are some suggestions on information to include. Remember to keep it short and simple, and update it regularly. The board binder can be distributed in a printed format, or it can be kept online where board members can access it any time. What to include Board binders can include any information you feel is relevant to your board members, but at a minimum, they should include: Contact lists of board members and staff Job or role description for board members Terms of reference (the purpose and structure) for the executive committee (president, vice-president, treasurer, secretary) A copy of the organization s articles of incorporation and by-laws (where applicable) A description of the organization s mission and goals, services and programs and staff structure The organization s strategic plan Board policies Financial management Use the Board-binder template in the appendix to assemble the components needed to develop binders for your board of directors. You can adapt the template to fit the needs of your organization. StepUp BC Build a Strong Board 13

Evaluate performance Research has shown that non-profit boards that take time to regularly assess their performance are more effective than those that don t. When it comes to this type of evaluation, self-assessments can be very effective. Board members and those who connect to the board on a regular basis often have some great ideas about what is working and what might be done better. One way to tap into this knowledge and encourage board members and boardconnected individuals to contribute to improving board performance is to distribute a questionnaire. When summarized and analyzed, the results can provide a good basis for learning, evolving, and fine-tuning board performance. Have them complete a well-designed-and-tested questionnaire covering all facets of board performance. For a well designed and tested questionnaire covering many important facets of nonprofit board performance, try questionnaire at Boardcheckup.com. This questionnaire was developed based on prior research into issues that affect the effectiveness of nonprofit boards. The website provides secure access to a board-performance selfassessment questionnaire that can be used by your organization at no charge. The services provided through this website are part of a sponsored research project on board effectiveness being carried out by Professors Vic Murray of the School of Public Administration, University of Victoria, CANADA and Yvonne Harrison of Rockefeller College of Public Affairs and Policy, University at Albany, SUNY, USA. StepUp BC Build a Strong Board 14

Appendix Role-description template Review the instructions and guidelines provided under each header, and replace them with information that reflects your organizational needs and preferences. Position Title: [Board Member s title] Department/Team: Board of Directors Authority: [What authority does this position have?] Job Summary Provide a brief description of the general nature of the position, an overview of why the role exists, and what the role is to accomplish. Primary Responsibilities List the essential responsibilities that must be performed by the Director in this role. Aim for a blend of clarity about the expectations for the role with flexibility to accommodate changes to the organization s needs. A few tips on writing this section: List the primary duties and responsibilities in order of importance. Begin each statement with an action verb. Use the present tense of verbs. Use gender neutral language such as s/he. Where appropriate use qualifiers to clarify the expectations where, when, why or how often. For example, instead of Attend meetings, write, Attend quarterly evening meetings in various locations across BC, in person or by telephone. Avoid words that are open to interpretation. For example, instead of Review organizational policies, write, Provide input to advance drafts and vote on the approval of any new or revised organizational policies. Education and Professional Designations List the minimum required level of education, certificates, licenses, or other professional designations. StepUp BC Build a Strong Board 15

Key Competencies List the minimum levels of competencies required for the role. Experience List the minimum level of experience required to perform the role effectively. For example: Previous experience as a board member for a non-profit organization, or Previous experience on an audit committee of a board of directors. Term Specify the length of time preferred to serve in the position. Include details on how board members are elected, and what the process is for leaving the board. Evaluation Describe the process by which board members effectiveness will be assessed. Benefits List the rewards or reimbursements the board member may receive while performing his/her role. (For example: payment of expenses, liability insurance, experience, professional reference.) Time and Financial Requirements Provide a realistic estimate of the time commitment required to be a board member, and list any costs or expenses the board member may need to pay for. Approved by: [Signature of the person with the authority to approve the description of the role] Date Approved: [Date upon which the description was approved] StepUp BC Build a Strong Board 16

Template for a Board Binder Board Binder Checklist Areas to be Covered Description Completed Yes No Information about the Board and the Organization Contact lists of board members and staff List the names, email addresses, and phone numbers of the board members. Job Description for Board Members A job description for board members outlining primary responsibilities, qualifications, and requirements. Terms of Reference- Executive Committee Describe the purpose, structure, membership, and the responsibilities of the Executive Committee. Articles of Incorporation and By-laws (where applicable) See Industry Canada, Creating a Not-forprofit Corporation (http://bit.ly/1cjz8sm) for more information and examples. Mission, Services and Programs Staff Structure Strategic Plan Your organization s mission statement. Describe the services and programs provided. A statement of the organization s updated strategic plan. Describe where the organization is going. StepUp BC Build a Strong Board 17

Board Policies Role of the Board Conflict of Interest Guidelines Risk Management Strategy Nomination procedure for new board members Travel Remuneration Procedures Sexual Harassment/Gender Free Language Policy (if applicable) See Imagine Canada (http://bit.ly/1jmkcye) for additional resources. Financial Structure and policies related to cheque signing Insurance policy (Director s Liability information if applicable) Media/Public Relations Policy Financial Management Up-to-date audited financial statements An up-to-date financial statement helps the board members to understand the StepUp BC Build a Strong Board 18

organization s past financial performance. Copy of the current budget The budget explains how resources are allocated toward accomplishing current organizational goals. Copy of the most recent Annual Report The Annual Report helps board members get an overview of the organization s achievements and challenges in the past year. Other Information Goals for the upcoming year Operational goals the organization is focusing on for the upcoming year. Sample of minutes from previous board meetings Sample minutes to illustrate the procedure of meetings and how minutes are taken. On-board signing form A form outlining the board member s commitment, role and responsibilities which the board member can sign and return. Brochures and other promotional materials Include a few, not every article ever written about the organization. StepUp BC Build a Strong Board 19

About StepUp BC The non-profit sector contributes as much to this province as traditional sectors such as construction, mining and agriculture and its greatest resource is its people. StepUp BC supports British Columbia s non-profit sector in finding creative solutions for attracting, retaining and developing the talent it needs to thrive. We focus on six key areas: Developing existing talent. We provide a range of strategies to help non-profit organizations maximize their existing talent. Recruiting new talent. We help potential candidates see the exciting opportunities a career in the non-profit sector offers. Preparing for leadership succession. We provide guidance on formal succession planning and long-term sustainability. Increasing workforce diversity. We support improved representation through greater gender, age, ethnic and cultural diversity. Ensuring employee satisfaction. We promote the appreciation, recognition and development of varied skill sets. Telling a new story. We re changing perceptions by spotlighting the non-profit sector as a catalyst for revitalization and growth. Whether you are leading a non-profit organization, working for one or considering the non-profit sector as a career choice, StepUp BC can connect you to the tools and information you need to succeed. Learn more at StepUpBC.ca Funding provided through the Canada-British Columbia Labour Market Development Agreement StepUp BC Build a Strong Board 20