Board to Death Cafe TAC 2012 1
Objectives 1. To better understand and achieve the required and expected levels of involvement by organizational governance bodies; 2. To understand separation of duties for Board and staff; 3. To build capacity for Boards and staff in balancing roles and responsibilities that promote accountability and growth; and 4. To strengthen organizations and promote system transformation by fine tuning roles and responsibilities that ensure sustainability and success. Cafe TAC 2012 2
Why is Board Work Boring? Cafe TAC 2012 3
What Can We Do? Start right. Build along the way. Adjust as necessary. Don t be afraid if change! Cafe TAC 2012 4
Get the Right People! Recruiting and getting the right people on your Board is essential! We often forget that we are hiring people for a job governance and leadership. Adapted from: Recruiting for Board Members Process? What Process? Hildy Gottlieb, ReSolve, Inc. 2000, 2005 Cafe TAC 2012 5
What You are Looking For? Establish the qualities that will help the Board do its job. Passion Understanding Knowledge Leadership Add specific talent needed on TOP of those basic qualities. Cafe TAC 2012 6
Recruit for EACH Open Seat Attend to each position that is open as a separate seat. Treat as you would filling employee positions. Use the basic qualities and added specifics your Board needs to DESIGN each recruitment. Cafe TAC 2012 7
Make It Known Advertise at meetings, networking, presentations, in newsletters, social media, and other public opportunities. Make it a regular process whether there are positions open or not. Always have a pool of candidates to choose from for open positions as well as committees, etc. Cafe TAC 2012 8
USE an Application Process Use a standard application. Develop a process to share information and learn more about the candidates. Orient the candidates to the organization, its mission, and the culture of the work you do. Interview candidates using the criteria and qualities desired or needed. Make a selection based upon fit not out of desperation. Do NOT rush the process! Cafe TAC 2012 9
Once They are Aboard Reorient. Offer a contract. Prepare for full participation. Evaluate and improve your process. Cafe TAC 2012 10
Activity The perfect Board member? Cafe TAC 2012 11
Nonprofit Organizations-501c3 An organization must be organized and operated exclusively for exempt purposes set forth in section 501(c)(3), and none of its earnings may inure to any private shareholder or individual. It must also have organizational documents that provide the framework for its governance and management. Cafe TAC 2012 12
Governance and Management The Internal Revenue Service encourages (and expects) an active and engaged board. The Internal Revenue Service reviews the board composition of charities to determine whether the board represents a broad public interest, and to identify the potential for insider transactions that could result in misuse of charitable assets. Cafe TAC 2012 13
Legal Obligations Care Loyalty Obedience Recusal Cafe TAC 2012 14
Fiduciary Responsibility Ensure funds are spent to further the mission, not to benefit a private interest Cafe TAC 2012 15
Ten Basic Responsibilities Determine mission and purpose. Select the chief executive. Support and evaluate the chief executive. Ensure effective planning. Monitor and strengthen programs and services. Ensure adequate financial resources. Protect assets and provide proper financial oversight. Build a competent board. Ensure legal and ethical integrity. Enhance the organization's public standing. Richard T. Ingram, Ten Basic Responsibilities of Nonprofit Boards, Second Edition (BoardSource 2009). Cafe TAC 2012 16
Setting Policy Creating or updating the mission and vision statements Determining the organization s programs and services Crafting and approving a strategic plan to guide the organization s activities Cafe TAC 2012 17
Monitoring Operations Hire and evaluate the executive director Work with and provide support to the ED Approve the annual budget, annual report, etc. Approve major contracts and grants Solicit and review program evaluations Others as necessary Cafe TAC 2012 18
Serving as the Public Face Fundraise, by donating directly to the non-profit and/or soliciting donations from others Advocate for the organization and the population it serves Cafe TAC 2012 19
Other Responsibilities Document policies and decisions to create an organizational history Prepare for and attend board meetings Research and discuss issues before decisions are made Recruit and orient new board members when a vacancy arises Cafe TAC 2012 20
Other Responsibilities Establish and Protect: Mission and direction Ethical and fiscal accountability Policy and procedures Resources Public image Selection, evaluation, and support of the Executive Director Board development Cafe TAC 2012 21
Board Responsibilities Within Bylaws Within Law and Government Unwritten policies Cafe TAC 2012 22
Within Bylaws Bylaws drive: Composition Role Actions Decisions Authority Obligations Responsibilities Cafe TAC 2012 23
Within Law & Government IRS State Federal Cafe TAC 2012 24
IRS Must abide by all rules Conflict of interest Committees Annual reporting of activities (990) Audits Cafe TAC 2012 25
Other Rules and Regulations Whistle Blower protections State incorporation laws Annual single audit HIPAA Cafe TAC 2012 26
Contracting Requirements Boilerplate language (SAMPLE) Auditing and monitoring investments, resources and outcomes Insurance Oversight Cafe TAC 2012 27
Unwritten Policies Ethics Behavior Support Cafe TAC 2012 28
Staffing Responsibilities Staff and volunteer roles Relationship to the Board Organizational management Cafe TAC 2012 29
Board & Staff Responsibilities Common nonprofit activities in five areas: Planning Programming Personnel Community relations Board committees Cafe TAC 2012 30
Planning Adapted from 2007 NEW (Nonprofit Enterprise at Work, Inc.) For more information about Board Connect, see www.boardconnect.org Activity Direct the Planning Process Approve Long-Range Goals Approve Annual Objectives Provide Input to Long-Range Goals Formulate Annual Objectives Responsibility Board Board Board Joint Joint Monitor achievement of Goals and Objectives Joint Prepare Performance Reports on Goals and Objectives Staff Cafe TAC 2012 31
Programming Adapted from 2007 NEW (Nonprofit Enterprise at Work, Inc.) For more information about Board Connect, see www.boardconnect.org Activity Responsibility Oversee Evaluation of Products, Services, Programs Board Finalize and Approve Budget Board Solicit Funding Contributions Board Approve Expenditures outside authorized Budget Board Ensure Annual Audit Board Assess Stakeholder Needs Staff Prepare and maintain Program Records and Reports Staff Prepare Preliminary Budget Staff Contain Expenses within Annual Budget Staff Organize Fundraising Campaigns Staff Cafe TAC 2012 32
Personnel Activity Responsibility Hire, evaluate and fire Chief Executive Board Add Staff Board Direct Staff Work Staff Hire, promote, discharge staff member Staff Settle Staff Discord Staff Adapted from 2007 NEW (Nonprofit Enterprise at Work, Inc.) For more information about Board Connect, see www.boardconnect.org Cafe TAC 2012 33
Community Relations Activity Interpret Organization to Community Provide linkage with other Organizations Write News Stories Responsibility Board Joint Staff Adapted from 2007 NEW (Nonprofit Enterprise at Work, Inc.) For more information about Board Connect, see www.boardconnect.org Cafe TAC 2012 34
Board Committees Adapted from 2007 NEW (Nonprofit Enterprise at Work, Inc.) For more information about Board Connect, see www.boardconnect.org Activity Responsibility Appoint Committee Members Board Urge Committee Chair to Action Board Recruit New Board Members Board Sign Legal Documents Board Promote Attendance at Meetings (board and committee) Joint Plan Board Meeting Agenda Joint Take Board Meeting Minutes Joint Plan and Propose Committee Organization Joint Prepare Exhibits, Materials, Proposals for Board Staff Ensure Implementation of Board/Committee Decisions Staff Cafe TAC 2012 35
Volunteer Responsibilities Some Board members serve a dual purpose: Board Member Volunteer assisting the organization Board members are NOT in a management role as a volunteer Volunteer work should be kept separate from role as Board members Cafe TAC 2012 36
Operational Responsibilities The board does not serve in an operational or managerial role and should not: Engage in the day-to-day operation of the organization Direct, evaluate or hire staff other than the chief executive Make detailed programmatic decisions Make any commitment of staff or financial resources except with the prior authorization of the chief executive Make any offer or commitment to allow exceptions to organizational policies Cafe TAC 2012 37
Fiscal Responsibilities Board members do not perform day-to-day bookkeeping or financial management duties. They should exercise overall responsibility for the fiscal affairs of the nonprofits they serve. Cafe TAC 2012 38
Fiscal Responsibility Board members must: Maintain interest in the fiscal affairs of the nonprofit, including: overall, current financial position; reliability of the reports the board receives; and effectiveness of the nonprofit s management of incoming and outgoing funds. Require regular, timely and complete financial reports. Cafe TAC 2012 39
Fiscal Responsibility Hold staff accountable for meeting the standards of timely reporting. Ask critical questions about the financial reports the board receives, including: budgets; periodic financial statements; the annual Form 990; and annual financial statements. Cafe TAC 2012 40
Separation of Duties Board Management (ED/CEO) Staff Volunteers Funders Cafe TAC 2012 41
Tools of Separation Job descriptions Board Staff Volunteers Funders Bylaws Policy manuals Operational procedures Cafe TAC 2012 42
Key Elements of Separation Segregation of duties is an internal control. The ED/CEO manages the daily operations and the chair leads the board in its governance duties. Unless the board determines it is in the best interests of the organization to have the chief executive serve as board chair, a different person should hold each position. If one person holds both positions, the board should appoint another board member to lead on any issues that require a separation of duties, such as reviewing the compensation of the chief executive. Cafe TAC 2012 43
Staff Responsibilities Provide accurate, timely, honest, and focused information Inform Board of new developments Gather information and make recommendations to Board Regularly report fiscal information Use the Board as a resource Orient Board on programs Provide support for Board recruitment Staff committee meetings Attend Board meetings Cafe TAC 2012 44
Organizational Chart Board ED Staff Vol. Cafe TAC 2012 45
Organizations without Staff Work is often done by volunteers. Boards generally have to do much of the work. Board members are the volunteer workforce. Cafe TAC 2012 46
Organizational Chart Funders BOD Programs Vol. Cafe TAC 2012 47
Mission Based Management All components of the organization are managed through the mission. Cafe TAC 2012 48
Mission, Mission, Mission Legal reason for existence Can be taken away Unrelated business can be penalized or paid back Must be up to date Updated every three years Check ALL mission sources for accuracy Cafe TAC 2012 49
The Mission Relationship Every dollar, every action, every outcome is tied to the mission. Cafe TAC 2012 50
The Mission Driven Board Understands and implements the mission Acts as a policy setter and check/balance with staff Works in collaboration with the ED/CEO and staff Changes over time to reflect organizational needs Has qualified officers and membership Supports the organization AND the mission in public Cafe TAC 2012 51
Challenges to a Mission Driven Board Members are not up to date on what is going on in the organization. They do not get accurate and timely information. There are repeated meetings with a lack of a quorum. The Board has nothing to do. Leadership is weak. The committee structure is not effective. Staff and Board lack skills to support one another. Cafe TAC 2012 52
Board CPR Know and avoid traps. Stay out of the crossfire. Build and sustain a balance. Remain accountable to the mission. Be fiscally responsible. Cafe TAC 2012 53
Traps Not following bylaws Overstepping roles Not fulfilling roles Underestimating responsibilities and obligations Cafe TAC 2012 54
Crossfire When a Board member wants more power by becoming The ED/CEO The President A new organization Power struggles between Board members Personality issues between Board and staff Staff problems that come to the Board Cafe TAC 2012 55
Balance Between Board and: Mission Vision Bylaws Staff Public Responsibility capacity Preventing burnout Protecting organization Cafe TAC 2012 56
Check and Balance Building accountability by: Minimizing risk and vulnerability through informed responsibility Knowing and understanding liability factors Utilizing available tools and TA to monitor organizational compliance and accountability Never leaving accountability up to other people who are not liable Cafe TAC 2012 57
Ensure Fiscal Accountability Ensure and monitor: A budget at the beginning of every fiscal year Fiscal controls (i.e. receipt and use of funds) Budget implementation through receipts and reports Annual audits Approval of annual operating budget/audit Cafe TAC 2012 58
Troubleshooting Problems Cafe TAC 2012 59
Empower Your Organization Through: Transparency Training and orientation Accountability Financial leverage Unconditional contract compliance Remembering that expenditures are an investment in the mission and vision Cafe TAC 2012 60
Incredible Resource 2009 Independent Sector and BoardSource THE PRINCIPLES WORKBOOK: Steering Your Board Toward Good Governance and Ethical Practice http://www.independentsector.org/principles_ workbook_summary Cafe TAC 2012 61
Web Resources www.charitychannel.com www.help4nonprofits.com www.carvergovernance.com www.ncnb.org www.nonprofit-info./npofaq www.mapnp.org/library/index.html Cafe TAC 2012 62
Closing and Next Steps It is what you make it. Tokenism is boring. If your Board is boring, maybe it is not being run correctly or it is not doing its job! Cafe TAC 2012 63
The CAFÉ TAC Tallahassee, FL 32303 1-855-CAFETAC 1-855-223-3822 http://cafetacenter.net/ The Café TAC is supported by SAMHSA to operate one of its five national technical assistance centers; providing technical assistance, training, and resources that facilitate the restructuring of the mental health system through effective consumer directed approaches for adults with serious mental illnesses across the country. CAFÉ TAC 2012 64
Sample Application to the Board of Directors Please complete this application. Use additional pages if required. Name Home Address Phone Fax E-mail Work (if applicable) Company & Address Phone Fax E-mail What skills and knowledge are you willing to bring to our board? Please indicate your experience in the following areas. very experienced some experience little or no experience Strategic planning Fundraising Board development (recruitment, training, evaluation) Program planning and evaluation Recruiting, hiring and evaluating personnel Financial management and control (budgeting, accounting) Communication, public and media relations Participation in interagency committees Public speaking Organizational development Information technology Writing, journalism Planning and implementing special events Adapted from: Nathan Garber & Associates, Training and Consulting for the Nonprofit Sector 2012
Program evaluation [List other skills or knowledge]: If you desire, please provide additional information on any of the above. Please outline your experience as a volunteer board or committee member? Who may we contact for information about your performance in these positions? Why are you interested in serving on our Board? Please attach your most recent resume. Mail, fax, or e-mail completed application to: Adapted from: Nathan Garber & Associates, Training and Consulting for the Nonprofit Sector 2012
Board and Staff Roles Below is a matrix of common nonprofit activities, listing the activity in five areas, planning, programming, personnel, community relations and board committees, and identifying whose area of responsibility, board, staff or joint responsibility. Planning Activity Direct the Planning Process Provide Input to Long-Range Goals Approve Long-Range Goals Formulate Annual Objectives Approve Annual Objectives Prepare Performance Reports on Goals and Objectives Monitor achievement of Goals and Objectives Programming Activity Assess Stakeholder Needs Train Volunteer Leaders Oversee Evaluation of Products, Services, Programs Prepare and maintain Program Records and Reports Prepare Preliminary Budget Finalize and Approve Budget Contain Expenses within Annual Budget Solicit Funding Contributions Organize Fundraising Campaigns Approve Expenditures outside authorized Budget Ensure Annual Audit Personnel Activity Hire, evaluate and fire Chief Executive Direct Staff Work Hire, promote, discharge staff member Add Staff Settle Staff Discord Responsibility Board Joint Board Joint Board Staff Joint Responsibility Staff Staff Board Staff Staff Board Staff Board Staff Board Board Responsibility Board Staff Staff Board Staff 2007 NEW (Nonprofit Enterprise at Work, Inc.) For more information about BoardConnect, see www.boardconnect.org. Page 1 of 2
Community Relations Activity Interpret Organization to Community Write News Stories Provide linkage with other Organizations Responsibility Board Staff Joint Board Committees Activity Appoint Committee Members Urge Committee Chair to Action Promote Attendance at Meetings (board and committee) Recruit New Board Members Plan Board Meeting Agenda Take Board Meeting Minutes Plan and Propose Committee Organization Prepare Exhibits, Materials, Proposals for Board Sign Legal Documents Responsibility Board Board Joint Board Joint Joint Joint Staff Board Ensure Implementation of Board/Committee Decisions Staff Settle Differences between Committees Board 2007 NEW (Nonprofit Enterprise at Work, Inc.) For more information about BoardConnect, see www.boardconnect.org. Page 2 of 2
Individual Board Member Exit Form NAME: ORGANIZATION: DATE: Part 1: Did you provide input in policy development and decision-making? Did you have a good working relationship with the chief executive? Did you support the ED and staff? Did you understand and support of the mission and vision of the organization? Were you knowledgeable about the organization s programs and services? Did you follow trends and important developments related to this organization? Did you assist with fund-raising and/or give a significant annual gift to the organization? Did you read and understand the organization s financial statements? Did you prepare for and participate in board meetings and committee meetings? Did you act as a good-will ambassador to the organization? Did you find serving on the board to be a satisfying and rewarding experience? Yes No Somewhat What factors contributed to your performance or lack of performance (please be specific) Board Exit Survey 2008 Page 1
Part 2: Do you have any other comments or suggestions that will help the board increase its effectiveness? Board Exit Survey 2008 Page 2