A Board of Leaders TrainND Northeast Department of Training & Continuing Education Lake Region State College
Why? • Why are you (or want to be) a Board Member? • Ask Yourself: • Why do I want to serve on this board? • You need a desire to see the organization grow. • Do I believe in the importance of the organization to the community and society in general? • You need to understand what the organization does and how it contributes to society. • Can I endorse the mission of the organization WITHOUT reservation? • You need to be an advocate for the organization.
Before You Say Yes, … Have you thought about the expectations? Active participation Board and staff relations Conduct Confidentiality Conflict of interest Image Individual authority Loyalty Meeting preparation
The BIG Picture • The concept of public trust embodies the values and responsibilities of board members to the community. • As a board member you represent the broader interests of the community… not your own.
The BIG Responsibility • In addition to the public trust there are generally accepted performance expectations for individual board members. • The key to becoming an effective board member is to be aware of these expectations and to work at improving your skills over time.
What About Liability? • When an organization incorporates, it limits an individual board members’ liability. The key word is “limit.” Liability is not entirely eliminated. • The board must follow its constitution and by-laws and the legislation under which it was established.
Specific Instances of Potential Liability • Non-management is evident if an individual board member disregards management responsibilities. • Negligence or willful mismanagement is evident if a board or board member conducts duties poorly, improperly, or dishonestly. • Conflict of interest is evident if a board member stands to gain personally from a transaction made by an organization.
Specific Instances of Potential Liability • When a board member does not fulfill individual and/or board responsibilities, he or she is guilty of non-management. • An example of non-management is failure to attend board meetings on a regular basis.
Specific Instances of Potential Liability • When a board member conducts board duties poorly, improperly, or dishonestly, he or she is guilty of negligence or willful mismanagement. • Hiring unqualified staff, misrepresenting facts of an issue, or poorly managing the organization’s finances are examples of negligence of willful mismanagement.
Specific Instances of Potential Liability • When a board member stands to gain personally from a transaction made by the organization, he or she is guilty of conflict of interest, or, self-dealing. • An example of conflict of interest or self-dealing is selling and purchasing property.
Specific Instances of Potential Liability • Board members are REQUIRED to carry out their roles, responsibilities, and functions with a full understanding and appreciation of the considerable legal responsibilities that go with the position.
Specific Instances of Potential Liability • As a board member, your best protection is prevention. Make sure that you: • Are aware of your legal responsibilities as a board member. • Know the policies in place to guide the actions and behaviors of both board members and staff. • Participate in completing annual liability checklists.
Specific Instances of Potential Liability • If every board member practiced the public trust and performance expectations as suggested, individual liability would not be an issue.
The BIG Adventure • Being a board member can be one of the greatest adventures of your life. Your participation can change your life and you can change your community for the better. • Ultimately, you have to weigh your commitment to the cause, your knowledge of the organization, and your personal obligations.
The Role of the Board • The board’s primary role is one of oversight, leadership, direction, and policy setting. • The Board of Directors is the highest level of decision-making and authority in a non-profit organization. It’s central role involves: • Governing the organization • Directing the creation, administration, and evaluation of major policies • Ensuring the effectiveness, credibility, and viability of the “organization”
The Role of the Board • The Board • Meets its responsibility for Purpose through its framework governance function. • Meets its responsibility for Continuity through its board self-governance function. • Meets its responsibility for Progress through its operational governance function (program, personnel, finance). • Meets its responsibility for Identity through its advocacy governance function.
Governance Models • Policy Board • Is involved in governing the work, and perhaps some minor involvement in managing the work, usually through committees. It has no involvement in doing the work. • Working Board or Administrative Board • Is involved in governing the work, managing the work, and doing the work. Which kind of board are you?
Governance Models • The Policy Board • Tends to concern itself primarily with planning, determining the overall direction of the organization, and creating and evaluating major policies. • Is not so much involved in determining the day-to-day processes or means by which policies are implemented, as in the outcomes or results to be achieved. • Delegates the responsibility of implementing policies and managing the organization's daily business to an Executive Director. The Executive Director may, in turn, have a staff of employees and volunteers that deliver the organization’s programs or services. • Must beware of such potential problems as having insufficient policy development skills, overstepping the bounds of its role by getting involved in operational matters.
Governance Models • The Working or Administrative Board • Concerns itself with the organization’s operations as well as with planning, setting direction, and determining evaluation policies. • Is involved in many of the practical, day-to-day activities of the organization such as bookkeeping, service delivery, writing grant applications, and so on. • May or may not have staff to whom some responsibilities are delegated. • Must beware of such potential problems as board member burn out, taking on responsibilities beyond skill level, delegating too much work to staff, and role confusion with staff members.
Governance Models • In reality, most boards are not purely one or the other: usually they fall somewhere in between these two models. • It is important for you to understand your boards model in order to know how your role is to be executed and to stay on track. Where do your boards fall within these models?
Governance Models • A governance model provides the board with focus and an established system for making decisions. • A model alone will not ensure that the board effectively fulfills its role: the individuals who make up the board are just as critical to its success.
Developing Policy • Policies are developed to: • Establish and clarify the organization’s mission, rules, regulations, and procedures • Direct actions of the board, its committees, and staff • The board and its committees work with the staff to develop policy. • Give structure, provide order, predictability, control, and clarity to the organization. • The governing board is the only body authorized to approve policies on behalf of the organization. • Staff develop procedures to implement policy.
Types of Policies • Framework policies • Include belief statements which clarify the organization’s values, philosophy, beliefs, and principles, providing context for other framework statements. • Vision Statement – provides a picture of what would happen if organizational values and beliefs became reality. • Mission Statement – declares what business the organization is in and how the organization will work towards its vision. Explains what is unique about the organization and what it adds to society.
Types of Policies • Framework policies (continued) • Target Statement – defines the clients, consumers, or audience the organization serves. Whom does this organization target for services, who benefits from the services, and who are the priorities for service? • Aim Statement – builds on the mission statement to clarify the end results of the organization in major areas.
Types of Policies • Board Self-governance Policies – state how the board will govern itself and the organization. These policies set out the principles, rules, governing style, roles, responsibilities, and functions of the membership, board, board members, and board committees.
Types of Policies • Self-governance Policies Include: • Policy-making – clear, comprehensive statement that sets out the procedures, terms, and conditions under which policy is made. • Governing style – defines the management style of the board, covers the type of board, committee system, and board structure. • Role, responsibilities and functions – answers the questions: what are the roles and functions of the board and its members, officers, and committees – what do they do and how do they do it?
Types of Policies • Self-governance Policies Include: • Board member code of conduct – addresses such issues as conflict of interest, individual authority, and loyalty to the organization. • Board recruitment, orientation, training, and evaluation – outlines preferred board composition, nomination procedures, etc.
Types of Policies • Operational Policies • Outline the board’s directions for personnel, financial, and program functions. • Direct the actions of the executive director, staff, and service volunteers.
Types of Policies • Advocacy Policies • Set out the organization’s response to matters affecting its relationship to the community and society. • Establish how the organization will promote its mission to the public and how it will respond to controversial issues or sensitive matters. • Create public awareness of a problem the organization perceives to exist or support for the solution it is trying to bring about. What types of policies do you support?
Transparency • Transparency means that, as a steward of public trust, your board must ensure that its communications are open, honest, understandable, and accessible. • Being transparent, including communicating to members, stakeholders, and the public in making information available upon request is a crucial task for effective boards. • It must be a two-way street, you must ensure the board is both speaking and listening.
Transparency • Sending the message • The board should make certain that information regarding the organization’s mission, programs, finances, fundraising, and other activities is regularly communicated to its stakeholders. • Reaching out to interested parties with relevant communications not only keeps your organization top-of-mind, but also creates involvement and confidence in your organization.
Transparency • Sending the message • Non-profits must also be responsive to requests for information. • Have communication materials readily available when such requests are received to create the image of a transparent, trustworthy organization.
Transparency • Sending the message • Sending the message is a clear concise plan of communicating with stakeholders that is shared by all members – it is every board member sharing the same message with all stakeholders. • Sending the message is NOT– the local coffee spot or basketball game. • It is NOT private conversations that take place in public. • It is NOT only a once a year report in the local newspaper.
Transparency • Getting the message • Not only must the board communicate regularly to stakeholders about its activities, but it must also seek input from its constituents and the public. This could be done by way of “town hall meetings”, open board meetings, surveys, program evaluations, focus groups, or other mechanisms. In what ways has your board solicited public input?
Transparency • Getting the message • Not only do such listening opportunities enhance the organization’s image as being open and accessible, but they can also provide the board with valuable ideas for improvements. The board must also be receptive to complaints and should have appropriate grievance procedures in place to deal with complaints.
Transparency • Remember, a board must not only be accountable, it must be SEEN to be accountable. • Communication about how the board meets its accountability adds to credibility.
Board Member Responsibilities • Each Board consists of designated officers • Each officer has specified duties or roles • Officers may have duties assigned as President, Vice President, Chair, Secretary, or Treasurer What designated officers does your board have and what are their responsibilities?
Board Member Responsibilities In addition to designated offices, each board member has responsibility for the following: Active participation Board and staff relations Conduct Confidentiality Conflict of interest Image Individual authority Loyalty Meeting preparation What are your “Performance Expectations”?
Board Member Responsibilities • Loyalty • The duty of complete and undivided loyalty requires that the interest of the organization and the interest of the public, take precedence over the board member's personal interests. • A board member must loyally and without self-interest, further the objectives of the organization by acting fairly and in the best interest of the organization.
Board Member Responsibilities • Loyalty • While differences of opinion are sure to arise, board members should seek to keep disagreements impersonal. By practicing discretion and accepting decisions made on a majority basis, board unity and confidence will be promoted.
Board Member Responsibilities • Loyalty Breaches • Board members might breach the duty of loyalty when they engage, directly or indirectly, in transactions between themselves as members and themselves as individuals or with family members or businesses in which they hold an interest. • Board members should not engage in any transaction that is adverse to the organization, engage in any competing enterprise to the detriment of the organization, divert an organizational opportunity for personal gain, or derive any kind of secret profit or other advantage in dealing with or on behalf of the organization.
Board Member Responsibilities • Loyalty - The following are specific actions board members should take to ensure that their duty of loyalty is being fulfilled: • Always put the interest of the charity first • Refrain from diverting a business opportunity available to the charity for his or her own gain • If at all possible, avoid transactions involving potential conflicts of interest and self-dealing situations
Board Member Responsibilities • Conflict of Interest • Disclose to the Board or committee the nature of your interest in advance of any consideration • Refrain from influencing or seeking to influence a decision in relation to the matter • Take no part in any consideration of the matter • Withdraw from the meeting for so long as the matter is being discussed or considered by the Board or committee and not vote or otherwise act as a member, chief executive, or employee in relation to the matter
Board Member Responsibilities • Conflict of interest exists if: • A person or any member of your household is a member of a company, or any other body, which has a beneficial interest in, or material to, the matter to be considered • A person or any member of your household is in partnership with, or is in the employment of a person who has a beneficial interest in, or material to, such matter • A person or any member of your household is a party to any arrangement or agreement concerning land to which such a matter relates • Any member of your household has an interest in, or material to, such a matter
Board Member Responsibilities • A person will not be regarded as having a beneficial interest in a matter if the interest is so remote or insignificant that it cannot reasonably be regarded as likely to influence a person in considering, discussing or in voting on, any question relating to the matter. • If a member of the Board is in doubt as to whether a beneficial interest exists, he or she should consult with the Chair. Members of committees should consult with the chair of the committee on which they are serving. Staff and others persons should consult with the chief executive/director. • Particulars are to be recorded in the minutes of the meeting of the Board or any committee.
Board Member Responsibilities • Conflict of interest is difficult to define, yet many people think they know it when they see it. • The legal definition of conflict of interest, usually set out in state laws governing nonprofit corporations, is very specific and covers relatively few situations. • Most conflicts fall into a gray area where ethics and public perception are more relevant than statutes or precedents.
Board Member Responsibilities • Conflict of interest arises whenever the personal or professional interests of a board member are potentially at odds with the best interests of the nonprofit. Such conflicts are common: A board member performs professional services for an organization, or proposes that a relative or friend be considered for a staff position. • Such transactions are perfectly acceptable if they benefit the organization and if the board made the decisions in an objective and informed manner. Even if they do not meet these standards, such transactions are usually not illegal. They are, however, vulnerable to legal challenges and public misunderstanding.
Board Member Responsibilities • Conflict of interest • Loss of public confidence and a damaged reputation are the most likely results of a poorly managed conflict of interest. Because public confidence is important to most nonprofits, boards should take steps to avoid even the appearance of impropriety. These steps may include:
Board Member Responsibilities • Adopting a conflict-of-interest policy that prohibits or limits business transactions with board members and requires board members to disclose potential conflicts. • Disclosing conflicts when they occur so that board members who are voting on a decision are aware that another member’s interests are being affected. • Requiring board members to withdraw from decisions that present a potential conflict. • Establishing procedures, such as competitive bids, that ensure that the organization is receiving fair value in the transaction.
Board Member Responsibilities • Individual authority • Individual Board members act collectively as the governing body. No member of the Board shall have the authority to act in the name of the Board unless so authorized by a specific motion of the Board.