#nysar @hduckworth

Boardology: The Art & Science of Board

LeadershipHolly Duckworth, CAE, CMP

@hduckworth#LSI #leadership #NYSAR

Leadership Solutions International

#nysar @hduckworth

Leadership is the art of getting things done thru

inspiring other people.” Holly Duckworth, CAE, CMP

www.leadershipsolutionsintl.com

#nysar @hduckworth

Technology Zone:

Twitter @hduckworthwww.Facebook/

leadershipsolutionsinternational

www.leadershipsolutionsintl.com

Use this as a place to learn and grow.

An effective board of directors: ___EDUCATES____, ___________ and___________________ and _________ how to achieve the organizations

goals.

An effective board of directors: ___EDUCATES____, ___CONNECTS____

and___________________ and _________ how to

achieve the organizations goals.

An effective board of directors: EDUCATES, CONNECTS

______INSPIRES________ and _________ how to achieve the

organizations goals.

An effective board of directors: EDUCATES, CONNECTS

INSPIRES and ___DECIDES____ how to achieve the organizations goals.

Everything about our associations is changing. You may be running the race for relevance, or looking at your association in unorthodox

ways... but, at the end of the day it comes down to leading people.

Is it time to panic?

Carpe DiemSeize the day!

Collective Expertise

#nysar @hduckworth

Art of Board Leadership

First Things First

Recognize EveryChallenge as anOPPORTUNITY

I’m optimistic about the vision of my organization.

WE fill a tremendous void before the organization was created

Karen Conlon, President & CEOCA Association of Community Managers

I’m optimistic about

Our staff is the best we have ever have talented

Nathan Ridnouer - Specialty Equipment Marketing Association

I’m optimistic about…

Changes in our industry and the changes we have made to our governance structure

Sharron Bradley - Western Home Furnishings Association

Start with the Truth

@hduckworth

Who are you as a Leader?

Tap your gavel?

Wave the magic wand

Role of the Board of Directors

Questions to Ask Yourself & Your Board

Am I committed to the mission of the organization?

Can I contribute the necessary time to be effective?

Am I comfortable with the approach to fundraising?

Can I place the organization’s purposed and interests above my own professional and personal interests when making Board decisions?

Responsibility of Directors

Must know and understand the mandate of the organization

Must be familiar with those whom they serve (i.e. the members)

Must be transparent in their operations Must develop appropriate policies and

procedures Must avoid conflict of interest

Responsibility of Directors

Must be fiscally responsible Must implement assessment and control systems

(i.e. for finance, strategic planning) Must plan for succession and the diversity of the

Board

Role of the Board

Communicate. Listen. Seek to understand before you seek to be

understood. Speak! Don’t be afraid to be understood. Question? This leads to greater understanding and

better decisions. Make decisions based on situation not personality;

avoid all appearance of conflict of interest

Role of the President

The President is the facilitator. They do not control the discussion or mandate policy. The main role is

to ask questions and listen.They are the official spokesperson for the association, unless they choose to designate

someone else.

President

The President shall serve as chairman of both the Board of Directors and the Executive Committee. The President shall also serve as a member, ex-officio, with right to vote on all committees except the Nominating Committee.

At the Annual Meeting and at such other times, the President shall communicate to the members such matters and make such suggestions that will promote the welfare and increase the usefulness of the association.

The President shall perform such other duties as or as may be prescribed by the Board of Directors.

Role of Board Members

Keep the best interests of the membership and of the organization in mind.

Support decisions once they are made. Your time for questioning is during the meetings.

Be fiscally responsible.

Role of Staff

Implement the Direction Set by the Board Empowered to make financial decision as set in

the framework of the budget Knows and implements policies as set by the

board Maintain and be the voice of history for the

organization gently reminding board of Polices & Bylaws to guide them in decision making

May be to take minutes and notes of meetings

Role of Staff is NOT

Micro managed decision making Question decisions made

Duty of Care

Directors’ fiduciary duties can be divided into two main branches:

a) the duty of care; and,b) the duty of loyalty.

The duty of care imposes on directors a duty ofcompetence or skill – i.e., a requirement to act with acertain level of skill; and a duty of diligence. The dutyof skill and diligence must be performed to a certain“standard of care”.

Duty of Loyalty

The duty of loyalty requires that a directoract honestly and in good faith in the best interests

of the corporation. Among other implications, it means that a director is not allowed to profit from

his or her office (the “no profit rule”) and must avoid all situations in which his or her duty to the

Corporation conflicts with his or her interests (the “no-conflict rule”).

Conflict of Interest

An apparent conflict of interest occurs when the answer to the following question is

"yes":

Would a reasonably informed person perceive that the performance of the director's duties and responsibilities could be influenced by their

financial or material interest?

Conflict of Interest

Occurs when: a board member diverges from the associations’s

professional obligations to a private interest involving actions that are determined by personal or financial gain

a board member acts in a position of authority on an issue in which they have financial or other

interests

Examples: Conflict of Interest

Directors could be in conflict of interest if they offer services to the association on whose board they serve even if the charge for these services is at or below the market value.

A board member who has check writing/signing authority is responsible for paying invoices from a relative or business partner even for legitimate services

Liability of Directors

Directors are responsible for breaches of their fiduciary duty to the corporation. They can be held

personally liable for breaches of statutory provisions that impose responsibility on them as

directors.

Directors are liable for the crimes that they commit themselves, even if committed while executing

their responsibilities as a director.

Liability of Directors

Directors are usually not personally responsible for the contracts they sign on behalf of the

organization as long as they have the legal right to do so.

Liability of Directors

Directors can be held personally responsible for scenarios that include unsafe venues, the

inappropriate actions of volunteers (for example, libel and slander in an organization’s

communication vehicle, such as a newsletter or website), or the inappropriate use of organizational

funds.

Liability of Directors

Directors can be held personally responsible for acting outside their authority, for example, by

signing contracts when they are not empowered to do so.

They may also be held responsible for the improper use of member record information.

Bylaws

You have one set of Bylaws as–Association Minimum Bylaws

These are the rules by which you operate, your “constitution”

Bylaws

Bylaws govern: What you are called Where you operate

(state/province/country) What your objectives are Who can be a member and member responsibilities

Bylaws

Bylaws also govern: Meetings Voting

Quorum Procedure

Elections Your governance structure

Board of Directors Executive Term of office Removal of Board members

Bylaws

Specific Committees Nominations Finance

Financial Operations Dissolution of the organization

The Only Reason to have a Board Meeting is:

To set Policy for the Association

Board Meetings Should: Be no longer than 1 hour in length Should be strategic in nature All “action” should be made in the form

of a motion and submitted in writing 1 week prior

The Perfect Board:

Believe in Your People

@hduckworth #NYSAR

Holly Duckworth, CAE, CMP Leadership Solutions International

@hduckworth

Volunteer Victories: Recruit, Retain & Maintain Volunteer

Leadership

@hduckworth

@hduckworth

100%

@hduckworth

The dating game:

@hduckworth

What traits do you want in a volunteer?

@hduckworth

What are the benefits of volunteering?

What skills should go on my volunteer job description?

Personal Skills

Leadership Strategic Thinking Communication Influence Loyalty Business Acumen Financial Skills

Shared Board Skills

Association Experience Diversity – reflects

membership Global Mindset (if applicable) Financial Expertise Association Experience Governance Strategic Planning

Skills Analysis - Individual

Skills Analysis - Collective

Greater impact to your vision mission Save organization time Increase organizations revenues

Why use Volunteers?

It’s more than the difference between simply a pay check and no pay check. Are you teaching your volunteers this when they work with other

volunteers?

Volunteer vs. Employee

@hduckworth

Technology

Honest How much time does it really take? What times of the year are busy on this committee?

Authentic Job Description

Specific Start Date/time Specific End Date /time

Delegation Let them own it Follow Up Appreciation

How many people do we need? How do we Recruit Volunteers?

@hduckworth

Understand Motivations of the person Learn a skill Share a skill

@hduckworth

Remember with volunteers they have a choice and 100’s of other organizations would love to have the same people

With volunteers it is all personal and passion

@hduckworth

Volunteer Fair Virtual Volunteerism Job board Volunteer Manager

Use of President Elect, to recruit to their team Track skills of your members

Offer Leadership Training Tell your own Testimonials about why and how

you volunteer (web, newsletter, in person)

Recruitment Ideas:

Volunteers need to know they are part of something bigger

Next Generation Volunteers

@hduckworth

Tips to Volunteer Recruitment

@hduckworth

Give them ownership Give them something meaningful to do Demonstrate for them how what they do

makes a difference to the organization Make it easy to volunteer Keep task sizes manageable Have regular committee meetings

Secrets to Retain Volunteers?

Work on a cause that means something to you

Consider sills you have to offer Do you want to learn something new Combine goals Don’t over commit Think family I never thought of that vs. that will never

work

7 Tips on Successful Volunteerism

Holly Duckworth, CAE, CMP Leadership Solutions International

@hduckworth

Volunteer Victories: Recruit, Retain & Maintain Volunteer

Leadership

Document your Plan Simply and Clearly Now

@hduckworth

Business Plan: After

#nysar @hduckworth

CTRL+ALT+Delete:How to Reboot Your

Organization for SuccessHolly Duckworth, CAE, CMP

@hduckworth#leadership

Leadership Solutions International

#nysar @hduckworth

#nysar @hduckworth

#nysar @hduckworth

#nysar @hduckworth

Is too much control holding back creativity in your

organization?

#nysar @hduckworth

Is your organization not creating alternate solutions to

common problems?

#nysar @hduckworth

Do you wish your organization would delete legacy systems that are holding the organization back?

#nysar @hduckworth

#nysar @hduckworth

Why do you want to reboot your organization?

#1

Ask for forgiveness: Not permission Let go of controlling policies and procedures

#nysar @hduckworth

#2

To get control give it up.Let the members run the membership.

#leadership @hduckworth

#nysar @hduckworth

CTRL

At your company,

is work a place you go or a

thing you do?

Citrix’s Jessica B. attends a meeting while checking out the surf contest in San Francisco.

Citrix’s Jessica B. attends a meeting while checking out the surf contest in San Francisco, CA

Flexible and mobile workThe key to releasing control and embracing improved productivity

#3

Two Best Practices = Next PracticeBETA

#leadership @hduckworth

Who me? Innovate? Where to begin

#4

Look at more flexible strategic planning: Build strategy on the go and be willing to fail.

#leadership @hduckworth

#5

Delete old ideas, beliefs, and goals that are no longer moving your organization

forward.

#leadership @hduckworth

#6

Delete old vision in the knowing of something new.

#leadership @hduckworth

What you visualize, you will actualize

What do you see today?

@hdu

ckw

ort

h

#nysar @hduckworth

Simplify Work

#1

Ask for forgiveness: Not permission Let go of controlling policies and procedures

#leadership @hduckworth

#2

To get control give it up.Let the inmates run the asylum

#leadership @hduckworth

# 3

Two Best Practices = Next Practice

BETA

#leadership @hduckworth

#4

Look at more flexible strategic planning: Build strategy on the go be willing to fail.

#leadership @hduckworth

#5

Delete old ideas, beliefs, and goals that are no longer moving your organization

forward.

#leadership @hduckworth

#6

Delete old vision in the knowing of something new.

#leadership @hduckworth

Simplify Work

#nysar @hduckworth

What one thing will you do based on this session?

#nysar @hduckworth

Simplify Work

#nysar @hduckworth

Thank youwww.leadershipsolutionsinternational.co

m/2013NYSAR

Holly Duckworth, CAE, CMP Leadership Solutions International

@hduckworth