Title: Effective Board Relations
1Effective Board Relations
- For Non-Profit Organizations
- With great thanks to the SC Ministry Foundation
for sharing their expertise
2Background Why This Program?
- To better understand the roles and
responsibilities of effective non-profit boards - To review important governance issues
- To develop skills to strengthen Board/executive
director relations - To help avoid crises
- To lead to effective decision-making
312 Board Power Principles
- Constructive Partnership
- Mission Driven
- Strategic Thinking
- Culture of Inquiry
- Independent-Mindedness
- Ethos of Transparency
- Compliance with Integrity
- Sustaining Resources
- Results-Oriented
- Intentional Board Practices
- Continuous Learning
- Revitalization
- The Source Twelve Principles of Governance That
Power Exceptional Boards. BoardSource, 2005.
4Growth of a Good Board
- Move from a rubberstamp/inattentive Board to an
involved decision-making Board - Use Board members talents appropriately
- Define boundaries
- What does the executive director do?
- What does the Board chair do?
5Board Roles and Responsibilities
- Board member roles and responsibilities
- Board committees job descriptions
- Board chair and chief executive leader roles
6Board Member General Position Description
- Responsibility
- In conjunction with other members of the board,
each member is legally and morally responsible
for all activities of the nonprofit organization.
Board members are responsible for developing
policy in areas of governance, human resources,
program services, finance and marketing. - Accountability
- Board members report to the President of the
Board and/or to the Chairperson of the specific
committee(s) to which they are assigned.
7Basic Responsibilities of Non-Profit Boards
- Determine organizations mission and purpose
- Select the Chief Executive
- Provide proper financial oversight
- Ensure adequate resources (fundraising is
responsibility of ALL board members, not just
committee members or staff) - Ensure legal and ethical integrity and maintain
accountability
Taken from Ten Basic Responsibilities of
Nonprofit Boards by Richard T. Ingram. Publisher
BoardSource
8Basic Responsibilities of Non-Profit Boards
- Ensure effective organizational planning
- Recruit orient new board members and assess
board performance - Enhance the organizations public standing
- Determine, monitor, and strengthen the
organizations programs and services - Support the Chief Executive and assess his or her
performance
Taken from Ten Basic Responsibilities of
Nonprofit Boards by Richard T. Ingram. Publisher
BoardSource
9Discussion Question
- In light of how your organization, board
functioning and the current external environment,
which of these ten responsibilities need to be
further addressed by the board and executive
leadership?
10Clarification of Roles
- Board Chair
- Chief Executive
11Roles and Responsibilities
- Thinking of the worksheet you completed when you
arrived, - What are possible areas for role confusion?
- How can a board chair get into managements role
inappropriately? - How can an executive director usurp the role of
the Board chair?
12Board Structure and Committees
13Trends in Governance
- Traditional Models
- Large board size
- Influential members, may not be active
- Numerous committees
- Show and tell
- Evolving Models
- Smaller board size (avg. 13 members)
- Actively involved members
- Fewer standing committees, more ad hoc task
groups - Give and take
14Other Board Trends
- From operational to strategic
- From how things are done to outcomes
- From stand-alone to collaboration
- Use of information technology
- Sensitivity to diversity and inclusion
15Board Structures are Changing
- Trend toward smaller, more productive boards
(average size is 17) - Tend to be better able to govern
- More important each member is to board
- More opportunity to contribute to policy
discussions - Easier to get consensus
16Advisory Councils/Emeritus
- To attract well-known community leaders
- Only if organization takes time to engage them in
organizations work - Not decision making, thus a council
- Emeritus positions receive information, may
participate on committees, but no voting authority
Adapted from Structures and Practices of
Nonprofit Boards by Charles F. Dambach, MBA.
Publisher BoardSource
17Trend Toward Fewer Committees More Task Groups
- Standing Committee
- Permanent, members appointed for terms
- Responsible for defined range of issues
- Task Forces or Ad Hoc Committee
- Narrowly defined responsibilities
- Dissolve when task is completed
- Enable small, select group to focus attention to
specific topics - Make work of board more efficient.
Adapted from Structures and Practices of
Nonprofit Boards by Charles F. Dambach, MBA.
Publisher BoardSource
18Board Committees Job Descriptions
- Keep committees to those needed
- Create focused committee job descriptions
- Review committee roles and job descriptions
regularly to assure relevance - Use ad-hoc task forces for specific time-limited
issues, rather than starting another committee
19Sample Committees
- Traditional Model
- Executive
- Finance
- Development
- Marketing
- Program
- Nominating
- Human Resources
- Evolving Trends
- Governance
- Finance
- Development
- Others only as needed
- Ad hoc task groups
20Hallmarks of an Effective Board A Summary
- Clarity of roles and responsibilities
- Focus time and attention on important issues
- Restructures board work to get important things
done - View board composition as strategic
- Use evaluation to learn rather than criticize
- Have the confidence to take risks
- Have constructive relationships with staff
- Open and honest communication
- Board works together effectively
21Discussion Question
- Your board has 20 members, with about 10 who are
active on board committees (attend at least 50
of monthly committee meetings). There are 7
different board standing board committees
(executive, nominating, finance, development,
public relations, program and special events).
Committee attendance is usually low. Members
serve on at least 2 committees. It is
frustrating to get involvement with all of these
meetings. - What specific recommendations would you give to
your board, based on our discussion today?
22What other frustrations have you encountered with
Board roles and responsibilities?
23Recruitment and Selection of Board Members
- Board Composition
- Qualifications
- Recruitment
- Selection
24Board Membership Today
- Focuses on people who will give their time,
talent and treasure to the organization - Less emphasis on board members in name only who
are prominent, but do not attend and participate
in committees and full board meetings. - Expectation of attendance and participation
25Board Member Competencies
- General
- Strong willingness to serve to be active
attend meetings - Commitment to organizations mission
- Effective communication collaboration skills
- Influential, resourceful people
- Involved in community (but not over involved)
- Broad perspective, systems thinking, flexible,
open to change, encourages innovation
26Board Member Competencies
- Specific skills or characteristics needed
- Law, insurance, financial expertise, government,
CEO of another non-profit, entrepreneurial, HR
expert, religious congregation representation - Knowledge of your specific field, e.g.,
education, health care, human services, etc. - Gender, racial and ethnic diversity
- Geographical representation
27Board Profile
- Community involvement
- Gender, racial diversity
- Broad business experience identify what is
needed for your organization - Understanding of your field of service
- Representatives from community organizations
- Other relevant stakeholder groups
28What this means for you
- How many of you are currently in need of Board
members? - How many of you have Board members who are
inattentive? - What are the additional talents, skills,
knowledge and relationships do you need on the
board so that the competencies needed are
represented in the board profile?
29Recruitment Process
- Usually role of nominating or governance
committee - Develop board competencies (general and specific
competencies) - Review current board profile and identify gaps
- Surface potential qualified persons from board
members, past board other stakeholders
30Selection Process
- Nominating or governance committee identifies
potential candidates based on competencies and
gaps in current board profile. - Call person to see if he/she is willing to talk
with you. Let person know where you got their
name. - Send background information.
31Selection Process
- Board chair /or executive leader interviews
person - Mission, vision, programs and history of
organization - How you see this person contributing with his/her
competencies and qualifications value this
person brings - Responsibilities and expectations (term limits,
attendance, committee participation, etc.) - Solicit questions
- Give tour, suggest person meet with others
- What else?
32Question
- Your board is often looking for new board
members. Periodically the board chair or
Executive asks the board if you know anyone
willing to serve. Board members give names to the
Chief Executive, who then follows up. Most of
the time your board has at least 25 fewer board
members than you would like. - What suggestions do you have to make this process
more effective and focused?
33Things to Consider for your Agency
- Are all board members familiar with the specific
process and framework for board recruitment and
selection? - Do you have an updated board profile that
compares needs and gaps? - Is there a structured process?
- How could your process be enhanced?
34Board Member Orientation
35Topics for Board Orientation
- The Agency
- Mission, structure, and programs
- Agency history
- Finances and fundraising efforts
- Tour of facilities
- The Board
- Board structure, roster, committees
- Roles and responsibilities of Board members
- Expectations for fundraising
- Board operations
- Support Materials
- Board manual
- Other information, visual aids, presentations,
etc.
36Tips for Strengthening Orientation
- Create a manual
- Legal documents, policies, mission, vision,
strategic plan, financials, minutes, job
descriptions, staff/Board roster, upcoming
meeting dates, etc. - Assign a mentor
- Assign a current Board member to mentor the new
member. Helps with socialization and contacts
prior to meetings to clarify questions. - Use meeting courtesies
- Name plates, social time for getting acquainted,
explain terms, give overviews of key issues,
encourage questions, etc.
37Trustee Performance
- Expectations of effective trustees include
- Attendance
- Preparation
- Commitment to mission and vision
- Strategic thinking
- Effective communications
- Participation on committees
- Public advocates for organization
- Active in fundraising
38Questions
- Does your board have a quorum at board meetings?
- What do by-laws say about missing meetings?
- Do board members regularly receive and read
information in advance of board meetings? - Can every board member recite you mission
statement without any reminders? - Has every board member visited the organizations
office and met staff? - If the organization has a web site, does every
board member know what is posted there and
periodically visit the site?
Adapted from Legal Responsibilities of Nonprofit
Boards by Bruce R. Hopkins, JD, LLM. Publisher
BoardSource
39Fundraising Expectations
- Clarify expectations re role in fundraising in
interview, selection and orientation - Be a giving member
- We expect you to fundraise
- Attend meetings
- Participate in functions or committees
- Bring experience or skill set
- GIVEGATHERGET
40The Art of Governance
41Practical Considerations for Effective Governance
- Is your Board involved in all appropriate
matters? - Does management bring all appropriate matters to
the Board (or Board committee) in a timely
manner? - Does the Board receive regular financial and
operational updates about the organization, its
subsidiaries, and joint ventures?
42Practical Considerations for Effective Governance
- Is the Board prepared for meetings?
- Has the Board received a packet adequately in
advance of the meeting? - Does the packet contain pertinent, quality
material? - Before making decision, has your Board received
all adequate relevant information? - What is the overall adequacy of information and
reporting systems?
43Practical Considerations for Effective Governance
- Is regular attendance enforced?
- Does your Board identify all conflicts of
interest and ensure that any actual or potential
conflict is acted upon?
44Practical Considerations for Effective Governance
- Does your Board have what it needs to do its job?
- Do you need additional continuing governance
education? - Do you need Board retreats?
- Do you need longer meetings, more information or
more access to management, employees or
consultants? - Does this Board review whether it is functioning
effectively? - Does this Board revisit these types of issues
regularly?
45Cautions for Board Governance
- Board governance may be ineffective when
- A too-powerful CEO and board chair
- CEO-inspired confidence versus shared
- Board meetings heavily scripted
- Board size too big
- Inadequate board review of significant matters
- Complicated cash management and reporting
46Cautions for Board Governance
- Strategic directions set by staff with little or
no Board input - Board meetings are infrequent
- By-laws are not followed
- Board member terms are not enforced
- Meeting materials are not distributed in advance
- Board members have not bought into mission or are
on the Board for the wrong reasons
47Effective Board Meetings
- Pre-Meeting
- During the Meeting
- Post-Meeting
48Purpose of Meetings
- Primary purpose is to make policy-level decisions
that help the board fulfill its mission. - Most of the boards responsibilities, discussed
earlier are carried out at board meetings.
Adapted from Structures and Practices of
Nonprofit Boards by Charles F. Dambach, MBA. .
Publisher BoardSource
49Board Chair/Presiding Officer
- Sets the tone, the pace and process
- Must be respected by board and staff
- Must be assertive enough to keep meeting focused
on agenda, yet able to make all feel welcome and
ensure that all are actively involved.
Adapted from Structures and Practices of
Nonprofit Boards by Charles F. Dambach, MBA. .
Publisher BoardSource
50Scheduling
- Frequency depends on geography and function.
Bi-monthly or quarterly meetings allow time - For committees/task forces to work
- Proper preparation for full board meetings
- Time to circulate reports, pre-meeting materials,
etc. - Meeting Cycles schedule annually and
consistently during the year so board members can
schedule
Adapted from Structures and Practices of
Nonprofit Boards by Charles F. Dambach, MBA. .
Publisher BoardSource
51Agenda Development
- Covers all pertinent issues
- Focuses attention (and time allotment) to
priority issues put early on agenda and
highlighted to give needed discussion time - Board chair and chief executive plan together
- Provide opportunity for any board member to
suggest topics
Adapted from Structures and Practices of
Nonprofit Boards by Charles F. Dambach, MBA. .
Publisher BoardSource
52Agenda and Support Materials
- Agency name, date, time, place at top.
- Divide into logical sections, e.g, call to order,
approval of minutes, different committee reports,
information, reports, and adjournment. - Clearly note which items are information,
discussion or action. - Indication of time/item helps guide pace of
meeting and focus on priority issues.
Adapted from Structures and Practices of
Nonprofit Boards by Charles F. Dambach, MBA. .
Publisher BoardSource
53Agenda and Support Materials
- Agenda, policies, reports, proposal and all
materials needed for the board meeting needs to
be send at least 7-10 days in advance to allow
review and board member preparation. - Use email or regular mail to sent out materials,
make schedule changes, etc. - Even though materials are sent in advance, board
members need the opportunity to ask questions and
discuss them, if there are concerns. - The board has a right and obligation to be
informed and ask pertinent questions.
Adapted from Structures and Practices of
Nonprofit Boards by Charles F. Dambach, MBA. .
Publisher BoardSource
54Consent Agenda
- Is a written set of proposals identified by the
board chair that requires board action but does
not require discussion or debate. - Provided prior to board for review
- May include the minutes, financial report, future
dates, etc. - Ask if any need discussion, if not can be removed
from consent agenda and discussed later.
Adapted from Structures and Practices of
Nonprofit Boards by Charles F. Dambach, MBA. .
Publisher BoardSource
55The meeting itself
- Should be enjoyable and enriching
- Bring heads and hearts
- Provide respect and appreciate diversity
- Include time for building relationships
- Have refreshments, periodic social opportunities
56During the meeting
- Avoid word-smithing of proposals during meeting.
Focus on general input and allow staff or
committee to revise. - Official rules of orders are necessary, but
should not interfere with time use and spirit of
collegiality. - By-laws need to specify rules used by
organizations. - Abide by quorum needed for decisions.
57Post-Meeting - Minutes
- Report what was done, not what was said
- Provide official record of board actions legal
documents when approved - Wording of motions critical
- Keep concise, brief synopsis of reports,
proposals or motions - Refrain from identifying individual names, unless
requested or needed
Adapted from Structures and Practices of
Nonprofit Boards by Charles F. Dambach, MBA. .
Publisher BoardSource
58Post-Meeting Evaluation
- Ensure quality meetings by evaluating them and
improving them - Spend a few minutes at the end of each meeting to
review what went well and what didnt as a
continuous learning opportunity
Adapted from Structures and Practices of
Nonprofit Boards by Charles F. Dambach, MBA. .
Publisher BoardSource
59Case Study B
- The Chief Executive brings to the board a
recommendation for a new program and staffing
that was not in the budget or plan. Board
members are divided in support of this proposal.
- What needs to be considered?
60Case Study C
- Board members complain about the volume of
written material sent before the board meeting
without sufficient time for study and review. - What steps might be taken to resolve this issue?
61Case Study D
- Your board meetings are very informal. The
agenda, financial statements and other materials
are not typically sent out prior to the meetings,
but distributed at the meetings. - The finance committee chair briefly overviews
the report and asks if there any questions.
There rarely are questions or comments. You
wonder if many members even know what questions
to ask or what some of the components of the
financial reports mean. The norm at the
meetings is primarily to listen to reports. - What specifically do you recommend and why?
62Its All About Communication
- Before, during and after board and committee
meetings - Share all information
- Encourage discussion and diverse viewpoints
- Use effective, respectful listening skills
- Are all board members actively engaged in both
board and committee meetings?
63Internal Communication
- Need an informed board
- Give sufficient information for quality
decision-making that Board members own and are
part of decisions affecting the mission - Provide strategic communication to avoid
surprises or unexpected roadblocks - Communicate with preliminary information before
decision-making to get all involved - Use appropriate and timely means of communication
email, fax, phone, personal, etc. - The Board needs to be
- involved at the BEGINNING of any major
collaboration discussions - informed of significant changes in organizational
staffing - informed of a public situation that reflects on
the organization
64Effective Communications with the Board Chair
- Forge a close working relationship between the
executive director and the Board chair - The Board chair is not the enemy
- Be cognizant of the Board chairs style
- Adapt the tone and style of communication to the
Board chairs - Review the agenda prior to Board meetings
- Keep abreast of emerging situations that may
require Board attention
65Effective Communications with Board members
- Periodic communications by e-mail can keep Board
members aware of your agency - Invitations to observe agency programs can
strengthen relationships - The agencys visibility in the community gives
Board members positive reinforcement of the
importance of your mission - Periodic one-on-one meetings can
- Build relationships
- Alert the executive director of possible issues
- Provide the opportunity to build consensus and
clarify misunderstandings
66Question
- What other strategies do you use to build the
relationship with the Board chair and Board
members?
67External Communication
- Relates to the public face of the organization
and the boards responsibility to promote that
public face - Organizations need a communication plan and a
communication disaster plan that includes a
formal communication process and designated
spokesperson or Chief Executive - Why It is Important to be Proactive in External
Communication - Essential for fund raising
- Key to effective community relations
- Affirmative evidence of value to the community
through services provided - Demonstrates being a good public citizen and
advocate for the agency needs and those served - Be sensitive to the variety of stakeholders
related to your organization, including those
with similar programs. - Communication Plan and Communication Disaster
Plan - Develop a formal communication plan and process
- Designate an organizational spokespersons) that
may include Chief Executive or Board President - Usually board members do not make media
statements, but refer to designated spokesperson - Develop a communication disaster plan for major
and unexpected issues and decisions for the
press, other constituents, staff, etc.
68Ground Rules for Building Trust
- Develop and invoke a set of ground rules to build
trust - Ground rules are a way to clarify and codify the
answer to four questions How do you want to be
treated? How do you think you should treat
others? How do others think you want to be
treated? How will we resolve conflicts? - We work hard to catch each other doing the right
thing. We will celebrate our successes. - Hidden agendas and gossip are forbidden.
- Dont play politics. Dont encourage the
formation of Board factions. - Allen Liff is the founder of Ronin Marketing
located in Washington, DC.Â
69Thoughtful Listening
- Each of us agrees to listen with full attention
when another person speaks. - We are careful to delineate the appropriate roles
for board and staff by asking What is it that
ONLY the board can do or should do? What is it
that ONLY the executive (or staff) can do or
should do? What areas require collaboration to
achieve success? - By asking these questions we demonstrate our
respect for each other's experience and
expertise.
70Key Basis for Decision-making
- To improve board staff collaboration we agree
to ask the following kinds of questions - The board will ask the staff What is the impact
of our decision on you? Have we listened to your
perspective and wisdom about the implications of
this? - When the staff brings forth an item for
decision-making to the board Have we explained
this clearly? Do you feel you have enough
information with which to make a good decision?
Have we listened to and addressed the big
questions you have raised? - Shared Purpose To what extent do board and staff
feel they are working towards to the same set of
goals?
71The Board Retreat
- Purpose
- To discuss a matter of importance in-depth and
without normal board business - What do you hope to accomplish by having the
retreat and what will success look like? - Detailed planning for the retreat
- Specific goals and definition of success decided
up front - Designed for follow-up action
- Choosing the Retreat Theme
- What do you want your board to focus on in the
coming year? - Board Development - Orientation, Training,
Self-Assessment - Strategic Planning
- Leadership
- Team Development
- Plan for Major Anniversaries
- Board/Staff Relationship
- Capacity Development
72The Retreat Program
- Pre-Retreat questionnaires
- Icebreakers
- Group Activities
- Breakout Groups
- Presentations on Retreat Topics
- Facilitation
- Social Time and Refreshments
- When designing the activities keep these goals in
mind - Focus activities on your retreat goals
- Seek consensus on priorities and action items
- Develop recommendations that will turn into
action - Do not overload the program.
- Getting to know each other is an important part
of team development. Â
73Retreat Checklist
- Select a comfortable retreat location (e.g.
community center, corporate training center,
spiritual retreat center, local college
conference center) - Decide on room layout and size requirements
- Arrange for food and any other social activity
planned - Develop detailed retreat schedule with timeframes
for all segments - Assign responsibility for each segment
- Develop presentation materials
- Develop/select group exercises
- Develop questions and assign facilitators for
breakout groups - Arrange for materials needed (e.g. flipcharts,
VCR) - Develop list of action items for follow up
- Create a summary document of all the flip charts.
(This is the permanent record of ideas, decisions
and follow-up items.)
74Retreat Follow-up
- Follow-up to the Retreat is the Measure of its
Success - Define what success for your retreat will look
like up front and then make sure that your
program is geared toward inspiring action and
results once the retreat is long over. - Report on the status/completion of these action
items at board meetings throughout the year
75Examples of Successful Retreats
- Example 1 The retreat is for existing and
prospective board members. It will be a
successful retreat if two invitees join the
board. - A good retreat may include Highlights of
recent accomplishments Board self-assessment
feedback A group activity where board members
describe their experience with the mission and
prospective members describe what they hope it
may be. Recognition segment recognize
achievements of all or selected board members
Executive director presentation of goals
Facilitated session to develop action items for
follow-up This retreat can effectively be
completed in a full day session.
76Examples of Successful Retreats
- The strategic planning committee will present the
findings and recommendations of their work over
the last nine months. The retreat will be
successful if the board adopts/ updates vision
and mission statements, develops goals for the
next three years, is energized, adopts strategic
thinking as a way of doing business and if
working committees are formed to accomplish the
goals. - This retreat should include Presentation of the
strategic planning committee report A teamwork
exercise Breakout groups to develop major goals
Facilitated segments to develop mission/vision
statements prioritize the breakout group ideas
into major goals and develop follow-up action
items. The best timeline for this retreat is
Friday evening starting with a light supper and
full day on Saturday. - Marion Conway
77Organizational Assessment
- Measures program and operations outcomes related
to strategic and operations plan - Includes
- Services including internal management
information - Financial stability
- Staff qualifications, retention, turnover
- Community visibility
Adapted from The Nonprofit Boards Role in
Planning and Evaluation by John A. Yankey, PhD
and Amy McClellan, MNO. Publisher BoardSource
78Board Self-Assessment
- Annual review
- Attendance of members
- Reports from committees
- Effectiveness of committee and ad hoc task force
functions - Orientation and education
- Communication before, during and after meetings
- Timeliness of information, materials, etc.
79Board Self-Assessment
- Is the composition of the board appropriate to
fulfill board responsibilities? - Do board committees function effectively and
provide sufficient input for board deliberations? - Does the board reflect an understanding of the
mission and values of the organization in its
deliberations and decisions?
80Board Self-Assessment
- Are board meetings conducted with attention to
open communications, meaningful participation,
and timely decision making? - Do board members receive timely and accurate
minutes, agendas, meeting notices and background
materials? - Are we providing adequate orientation for new
members and education for all members?
81Individual Performance
- As a board member
- Do you find participation on the board to be a
fulfilling and positive experience? - Do you have a clear understanding and commitment
to the mission and goals of this organization? - Are you satisfied with your committee
participation and responsibilities?
82Individual Performance
- As a board member, are you familiar with the
by-laws, mission and goals of this organization? - What recommendations would you make to assist
your individual needs in being an effective board
member?
83Chief Executive Evaluation
- Do it regularly and constructively
- Include chief executive in all aspects
- Use customized evaluation for chief executives,
not modified staff evaluation - Determine responsibility executive committee,
board chair, full board, HR committee and who
else is involved - Content
- Organizational goals achieved
- Establish measurable objectives
- Assess quality of relationships with all
stakeholders
84Chief Executive Evaluation
- Sample Key Questions
- Short long term organization objectives and
how well are they realized - External factors and boards role that impact
achievement of organizational goals - Knowledge, skills, staff recruitment, supervision
and retention - Major strengths, weaknesses and areas for growth
- Specific decisions/actions to strengthen
performance, clarify role of board and enhance
mission fulfillment