SHARING LEADERSHIP: BOARD/STAFF PARTNERSHIP PARTICIPANT WORKBOOK National Tooling & Machining Association Renaissance Vinoy Resort St. Petersburg, Florida February 2, 2008 David Styers BoardSource Governance Consultant 202-204-8010 dstyers@boardsource.org Presented by Building Effective Nonprofit Boards Training based on content from Leadership Roles in Nonprofit Governance by Robert L. Gale (BoardSource, 2003) and The Board Chair Handbook by Mindy R. Wertheimer (BoardSource, 2007).
SESSION OBJECTIVES To gain a greater understanding of the roles of the board and staff and those factors that influence their relationships To gain insights on how to support the development of an effective board/staff partnership in support of the organization s mission WHY DO BOARD/STAFF PARTNERSHIPS MATTER? CHARACTERISTICS OF EFFECTIVE BOARD/STAFF PARTNERSHIPS 1. Shared understanding of the mission and vision 2. Clear roles and responsibilities 3. Open and honest communication 4. Mutual respect 5. Two-way evaluation 2008 BoardSource www.boardsource.org 1
Shared Understanding of the Mission and Vision CLEAR ROLES AND RESPONSIBILITIES Generally, the board governs the organization: Sets organizational direction, ensures the necessary resources, and provides oversight Retains ultimate responsibility and power Is accountable to the public and to the organization s constituency Hires/fires chief executive And generally, the staff conducts operations. There are, however, many exceptions, and this can vary by organization. While there is usually broad agreement in many areas on the varying responsibilities of board chairs and chief executives, in other areas it is not so clear (e.g., fund raising, board member help with operations in smaller nonprofits, etc.). These are the gray areas of organizational leadership areas where confusion can exist about who should be doing what. In order for an organization to achieve its goals efficiently, and with a minimum of friction between the staff and board, it is essential for the board chair and chief executive to eliminate confusion by making everyone s working role crystal clear. 2008 BoardSource www.boardsource.org 2
Board/Staff Responsibilities Checklist Listed below are responsibilities typically carried out in nonprofit organizations. If the responsibility is carried out primarily by the board, indicate that by writing board in the space provided. If the responsibility is carried out primarily by the staff, indicate that by writing staff in the space provided. If the responsibility is carried out by both the board and the staff, indicate that by writing both in the space provided. 1. Hires, supports, and evaluates the chief executive 2. Develops and implements programs 3. Makes a personal financial contribution to the organization 4. Prepares for board meetings 5. Develops and proposes policy questions about undertaking new programs 6. Identifies, recruits, orients, and involves new board members 7. Ensures that adequate financial controls are in place 8. Creates a fundraising plan and strategies 9. Develops and monitors adherence to personnel policies 10. Approves the annual budget reflecting the organization s goals and policies 11. Promotes the organization in the community 12. Reviews the organization s policies, procedures, and bylaws 13. Develops a strategic plan and monitors the organization s initiatives towards it 14. Determines the organization s mission and purpose 15. Monitors income and expenses on a daily basis 16. Serves as a liaison and provides information to board committees 2008 BoardSource www.boardsource.org 3
Board/Staff Leadership Roles and Responsibilities Board Chair Leadership 1. Ensure that current job descriptions are in place for the chief executive and the board. 2. Maintain a healthy and mutually supportive relationship with the board chair. 3. Help the board maintain an effective board development committee and work closely with it. 4. Provide thorough orientation for new board members. 5. Help the board to clarify and maintain its policy and oversight functions. 6. Keep board members informed and adhere to the doctrine of no surprises. 7. Advocate and help plan board retreats or special workshops, including periodic board self-study sessions of its responsibilities, membership, organization, and performance. 8. Approach assessment as a tool to strengthen the chief executive s and the board s performance. Meetings and Committees 1. Chair meetings of the board after developing the agenda with the chief executive. 2. Appoint committee chairs. 3. Serve as ex officio member of committees and attends their meetings when possible. Mediation Other 1. Review with the chief executive any issues of concern to the board. 2. Guide and mediate board actions with respect to organizational priorities and governance concerns. Perform other responsibilities assigned by the board. 2008 BoardSource www.boardsource.org 4
Specific Roles and Responsibilities in Supporting the Chief Executive: 1. Communicate openly and fairly with the chief executive. 2. Serve as a liaison between the board and the chief executive. 3. Take the lead in and encourage the board to support and evaluate the chief executive. 4. Discuss issues confronting the organization with the chief executive. 5. Review with the chief executive any issues of concern to the board. Chief Executive 1. Develop a capable staff and orchestrate staff functions. 2. Establish plans for organizational operations. 3. Manage organizational resources. 4. Represent the organization in the community. 5. Identify internal and external issues that will have an impact on the organization s strategic direction and accomplishments. 6. Assist the board in its governance functions by providing information and guidance. 7. Work closely with the chair to prepare for board meetings. 2008 BoardSource www.boardsource.org 5
Specific Roles and Responsibilities to Developing the Board: 1. Ensure that current job descriptions are in place for the chief executive and the board. 2. Maintain a healthy and mutually supportive relationship with the board chair. 3. Help the board maintain an effective board development committee and work closely with it. 4. Provide thorough orientation for new board members. 5. Help the board to clarify and maintain its policy and oversight functions. 6. Keep board members informed and adhere to the doctrine of no surprises. 7. Advocate and help plan board retreats or special workshops, including periodic board self-study sessions of its responsibilities, membership, organization, and performance. 8. Approach assessment as a tool to strengthen the chief executive s and the board s performance. 2008 BoardSource www.boardsource.org 6
Other Board Vice Chair Attend all board meetings and serve on the executive committee. Carry out special assignments as requested by the board chair and/or executive committee. Understand the duties of the chair and be able to perform these duties in his/her absence. Participate as a vital part of the board leadership. Board Secretary Attend all board meetings and serve on the executive committee. Maintain all board records, or ensure their accuracy and safety if records are kept by staff. Verify that all actions of board meetings are recorded in the minutes. Ensure that notice of meetings be provided to the board and/or committees when such notice is required. Assume responsibilities of the chair in the absence of the chair and vice chair. 2008 BoardSource www.boardsource.org 7
Board Treasurer Attend all board meetings and serve on the executive committee. Understand financial accounting for nonprofit organizations. Share and review financial reports with the board. Serve as the link between the staff and board on financial issues. Manage, with the finance committee, the board s review of and actions related to the board s financial responsibilities. Work with the chief executive to ensure that proper financial reports are made available to the board on a timely basis. If necessary, assist the chief executive in preparing the budget and submitting it to the board for approval. 2008 BoardSource www.boardsource.org 8
Sharing Leadership The board takes the lead when it: Articulates the organization s values through policies that put the mission into action Hires, supports, and evaluates the chief executive Opens doors to fundraising in the community Monitors fiscal management, approves the budgets, and ensures there s an audit Selects, recruits, and orients new board members The chief executive takes the lead when he/she: Develops and proposes policy questions for the board s consideration Hires, supervises, and motivates staff Develops and implements programs Board and staff share the lead when they: Develop a strategic plan Create a fundraising plan and strategies Initiate and implement evaluations Prepare for board meetings 2008 BoardSource www.boardsource.org 9
Should the Chief Executive Be a Voting Board Member? Statistics A recent BoardSource survey found that 14 percent of chief executives among over 1,000 respondents were voting members of their boards. The vast majority attended board meetings in an advisory capacity. Benefits of voting rights The chief executive has a concrete method of voicing an opinion or concern to the board. The chief executive feels he/she has earned the full trust of the board and can function as a peer. The chief executive is able to vote on issues and can go on record on behalf of his/her ideas. The chief executive s position of authority is enhanced within the organization and the working partnership with the board is strengthened. Challenges created by voting rights A potential for conflict of interest may be introduced. The line between the board s and the chief executive s responsibilities may become blurred. The chief executive is a paid staff member; board members are volunteers. The board assesses the chief executive s performance and determines compensation. Executive sessions often meet without staff members. Membership in certain committees (i.e., audit) would be inappropriate. Relationships between the chief executive and certain board members may become strained if the chief executive votes against a particular initiative or idea. Other issues to consider Could the chief executive contribute to the board s work most efficiently as an ex officio voting member? What are the underlying reasons for the chief executive s request to become a voting member? Does he/she feel out of the loop or that the board is showing a lack of confidence? How would voting rights affect the relationship between the chief executive and other staff? If the chief executive becomes a voting member, the organization should establish clear guidelines regarding the chief executive s participation on issues such as determining executive salary and evaluation procedures. Whatever the chief executive s status, his/her insights into the daily operations of the organization are essential to board decision making. 2008 BoardSource www.boardsource.org 10
OPEN AND HONEST COMMUNICATION EXECUTIVE SESSIONS Board meets in private Appropriate when: Substantial barriers exist to board member public candidness Need time and work before being making something public Examples: Investigating possible board member misconduct, planning major endeavors such as a merger, confidential issues Can be effective additions to normal board meetings MUTUAL RESPECT TWO-WAY EVALUATION 2008 BoardSource www.boardsource.org 11
Board Evaluation of the Chief Executive Guidelines for an evaluation of the chief executive: Do it. Do it in a constructive way. Make it a regular exercise. Areas for evaluation may include: Organizational goals Administration and budget Program activities The chief executive s relationship with the board, funders, government agencies, and the community The relationship with staff Other areas appropriate for particular organizations Issues that shape the process: Who has the principal responsibility: the executive committee, board chair, personnel committee, or full board? How is agreement with the board on the criteria for the evaluation to be reached? What is the time frame for the evaluation? Will staff, community, or clients be involved? How will the chief executive provide input for the evaluation? How will the evaluation be shared with the chief executive? Does the chief executive have an opportunity to respond to the evaluation? How will the outcome of the evaluation process be shared with the full board? Will the process be formal or informal? Adapted from Nason, John W., Board Assessment of the Chief Executive. A Responsibility Essential to Good Governance. 2008 BoardSource www.boardsource.org 12
CHALLENGING SITUATIONS What If... Number 1: A member of the staff has concerns about the chief executive's management of certain financial matters. One or two others on the staff share her concerns. The staff member decides to approach a board member with whom she has worked on program matters to report her suspicions. The board member wonders what to do with this information. What If... Number 2: At a recent board meeting, a board member begins to question a series of decisions made by the chief executive, complaining that policy matters were involved and the board was not properly consulted. The board member has expressed his lack of confidence in the chief executive to a number of others on the board. Although most of the other board members feel the chief executive does a good job, a number think the board should have been consulted about these particular decisions. At the meeting, they do not speak up. 2008 BoardSource www.boardsource.org 13
What If... Number 3: The chair of the board has asked to see weekly financial reports and spends at least one afternoon a week in the offices meeting with the chief executive and talking to staff. The chief executive is upset at the level of the board chair's involvement in the day-to-day affairs of the organization. He is unsure of what to do about it. What If... Number 4: The board established a number of committees and these committees promised certain things to external organizations. However, the committees are not living up to their promises and the external partners are getting upset. The chief executive does not want the reputation of the organization to continue to suffer, but she does not have the staff to pick up the slack created by the committees. 2008 BoardSource www.boardsource.org 14
What If... Number 5: The board is divided into two factions one faction wants to merge with another organization and the other does not. Tension is very high between the factions and the board s work has virtually stopped. The chief executive does not want the merger to go through. The chair is not part of either board faction and has the respect of both factions, but has not been able to get them to work together. 2008 BoardSource www.boardsource.org 15
NEXT STEPS Characteristics of Effective Board/Staff Partnership: Challenges and Best Practices Ways you have ensured this characteristic is part of the board/staff partnership Improvements to ensure this characteristic is part of the board/staff partnership 1. Shared understanding of the mission and vision 2. Clear roles and responsibilities 3. Open and honest communication 4. Mutual respect 5. Two-way evaluation 2008 BoardSource www.boardsource.org 16
TRAINING CONTENT Gale, Robert L. Leadership Roles in Nonprofit Governance. BoardSource, 2003. Wertheimer, Mindy R. The Board Chair Handbook. BoardSource, 2007. FURTHER READING BoardSource. The Committee Series. BoardSource, 2003. BoardSource. The Governance Series. BoardSource, 2004. Bobowick, Marla J., Sandra R. Hughes and Berit M. Lakey. Transforming Board Structure. BoardSource, 2001. (Part of The Committee Series) George, Worth. Fearless Fundraising for Nonprofit Boards. BoardSource, 2003. Ingram, Richard T. Ten Basic Responsibilities of Nonprofit Boards. BoardSource, 2003. (Part of The Governance Series) Lakey, Berit M. The Board Building Cycle. BoardSource, 2007. Lakey, Berit M. Nonprofit Governance: Steering Your Organization with Authority and Accountability. BoardSource, 2000. Lawrence, Barbara and Outi Flynn. The Nonprofit Policy Sampler. BoardSource, 2006. William, Sherrill K. and Kathleen A. McGinnis. Getting the Best from Your Board: An Executive s Guide to a Successful Partnership. BoardSource, 2007. These resources can be ordered from www.boardsource.org. 2008 BoardSource www.boardsource.org 17