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What is the job of a What is the job of a Member of a Health Center Member of a Health Center

Board?Board?

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• Board members as individuals have Board members as individuals have no special privileges or authority.no special privileges or authority.

• Expected to meet standards of Expected to meet standards of personal conduct that are higher personal conduct that are higher than those usually expected of other than those usually expected of other types of volunteers.types of volunteers.

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Every member of a Every member of a nonprofit board owes:nonprofit board owes:

• Duty of CareDuty of Care• Duty of LoyaltyDuty of Loyalty

• Duty of ObedienceDuty of Obedience

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Duty of Care:Duty of Care:

This means that the board This means that the board member is expected to member is expected to exercise the same level of exercise the same level of judgment that any other judgment that any other competent and prudent competent and prudent person would exercise in a person would exercise in a similar situation.similar situation.

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Duty of Loyalty:Duty of Loyalty:

Means the board member owes Means the board member owes undivided allegiance to the center undivided allegiance to the center when making decisions affecting the when making decisions affecting the center. In other words, the board center. In other words, the board member can member can never never use information use information obtained in his/her position as a obtained in his/her position as a board member for personal gain.board member for personal gain.

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Duty of Obedience:Duty of Obedience:

• Expected to be faithful to the Expected to be faithful to the center’s mission. Board member’s center’s mission. Board member’s have a legal obligation to voice their have a legal obligation to voice their own opinions about how the board own opinions about how the board should accomplish the center’s should accomplish the center’s mission and ensure that any mission and ensure that any objections to a board action are objections to a board action are recorded in the minutes.recorded in the minutes.

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Health Center Board Health Center Board Member Do’sMember Do’s

• Do know the center’s mission, Do know the center’s mission, purpose, and goals as well as its purpose, and goals as well as its programs and services.programs and services.

• Do get to know the center’s strengths Do get to know the center’s strengths and weaknesses.and weaknesses.

• Do pitch in enthusiastically and Do pitch in enthusiastically and willingly.willingly.

• Do make sure you have all the Do make sure you have all the information before expressing an information before expressing an opinion or judgement.opinion or judgement.

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• Do get acquainted with other board Do get acquainted with other board members and the center’s CEO and members and the center’s CEO and staff.staff.

• Do come to meetings –and come to Do come to meetings –and come to participate.participate.

• Do as questions.Do as questions.• Do support the majority even if you Do support the majority even if you

disagree.disagree.• Do support the CEO and staff, and Do support the CEO and staff, and

understand that they are operating understand that they are operating with limited resources.with limited resources.

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• Do avoid any possible conflict of Do avoid any possible conflict of interest.interest.

• Do maintain a sense of fairness, Do maintain a sense of fairness, ethics, and personal integrity.ethics, and personal integrity.

• Do understand the Center’s financial Do understand the Center’s financial statement and help the board plan statement and help the board plan for future revenue and expenses.for future revenue and expenses.

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Health Center Board Health Center Board Member Don’tsMember Don’ts

• Don’t lose your sense of humorDon’t lose your sense of humor• Don’t speak for the Board, unless Don’t speak for the Board, unless

authorized to do so.authorized to do so.• Don’t ask the CEO or staff for Don’t ask the CEO or staff for

special favors.special favors.

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Board Member Code of Board Member Code of EthicsEthics

• Represent the interests of all people Represent the interests of all people served by this organizationserved by this organization

• Not use the organization or my service on Not use the organization or my service on this board for my own personal advantage this board for my own personal advantage or for the individual advantage of my or for the individual advantage of my friends or supportersfriends or supporters

• Keep confidential information confidentialKeep confidential information confidential• Approach all Board issues with an open Approach all Board issues with an open

mind, prepared to make the best decision mind, prepared to make the best decision for the whole organization for the whole organization

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• Do nothing to violate the trust of those Do nothing to violate the trust of those elected me to the board or those we elected me to the board or those we serveserve

• Focus my efforts on the mission of the Focus my efforts on the mission of the organization and not on my personal organization and not on my personal goalsgoals

• Never exercise authority as a board Never exercise authority as a board member except when acting in a meeting member except when acting in a meeting with the full board or as I am delegated with the full board or as I am delegated by the board. by the board.

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Job Description of a Job Description of a Health Center Board Health Center Board

Member Member (sample)(sample)

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Duties and Responsibilities Duties and Responsibilities of Individual Board of Individual Board

MembersMembers• To put the interest of the health To put the interest of the health

center above any personal or other center above any personal or other business interestbusiness interest

• To maintain the confidentiality of To maintain the confidentiality of board informationboard information

• To attend board meetings regularly To attend board meetings regularly and participate activelyand participate actively

• To serve on at least one committeeTo serve on at least one committee

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• To review information and data To review information and data provided to the board and make provided to the board and make informed decisionsinformed decisions

• To exercise reasonable business To exercise reasonable business judgment in the conduct of the board judgment in the conduct of the board businessbusiness

• To participate actively in board issues To participate actively in board issues by critiquing reports and providing by critiquing reports and providing innovative resolutions to problemsinnovative resolutions to problems

• To assure that the needs and interest of To assure that the needs and interest of the community are represented in plans the community are represented in plans and decisions regarding services to be and decisions regarding services to be offered by the health centeroffered by the health center

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Required knowledge and Required knowledge and skills of Individual Board skills of Individual Board

MembersMembers

• Understand the concept and Understand the concept and operation of a health centeroperation of a health center

• Ability to read and understand Ability to read and understand standard financial statementsstandard financial statements

• Ability to work with others on the Ability to work with others on the board and in a community settingboard and in a community setting

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Training and/or experience Training and/or experience in one or more of the in one or more of the

following areas is desirablefollowing areas is desirable

• ManagementManagement• Community affairsCommunity affairs• Marketing/public Marketing/public

relationsrelations• Personnel Personnel

managementmanagement

• Health care deliveryHealth care delivery• Financial Financial

managementmanagement• Employee relationsEmployee relations• LawLaw• FundraisingFundraising

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Committees and your Committees and your RoleRole

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Committee MembershipCommittee Membership

• No set rules as to size, number or No set rules as to size, number or typetype

• By-laws should include guidelines By-laws should include guidelines about committee structureabout committee structure

• Well functioning committees are a Well functioning committees are a sign of a healthy boardsign of a healthy board

• Advisable to have a Committee Advisable to have a Committee Description included in this in Description included in this in responsibility and authorityresponsibility and authority

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Types of CommitteesTypes of Committees

• StandingStanding• ExecutiveExecutive

• Ad hocAd hoc

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What committee What committee cancan and and cannotcannot do do

• They can:They can:– Investigate/researchInvestigate/research– Report to the full boardReport to the full board– Make recommendationsMake recommendations

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• They cannot:They cannot:– Set policySet policy– Act on their ownAct on their own– Interfere with the daily operations of Interfere with the daily operations of

the center the center

• Committees, in and of themselves, Committees, in and of themselves, have no authority except what is have no authority except what is vested in them by the boardvested in them by the board

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The Board and the outside The Board and the outside worldworld

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Health Center Board Health Center Board plays several roles plays several roles

outside the board room. outside the board room. These roles can be These roles can be

defined in terms of the defined in terms of the board’s relationship with:board’s relationship with:

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• The Community:The Community:– When we speak of the Health Center When we speak of the Health Center

Community we really mean 2 things:Community we really mean 2 things:• The actual user population of the health The actual user population of the health

centercenter• Other health and social service organizations Other health and social service organizations

and providers within in the same geographic and providers within in the same geographic area or neighboring areas.area or neighboring areas.

– Board must actively communicate with Board must actively communicate with the community and respond to its needsthe community and respond to its needs

– Serve as an advocate of the health Serve as an advocate of the health centercenter

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• Community FundraisingCommunity Fundraising– It is logical to expect the board members It is logical to expect the board members

should be the center’s fundraisers.should be the center’s fundraisers.– Contribute personal funds as well as Contribute personal funds as well as

time to the centertime to the center– Board members have the responsibility Board members have the responsibility

to actively support the center’s to actively support the center’s fundraising efforts such as:fundraising efforts such as:• Annual campaigns Annual campaigns • Special eventsSpecial events• Capital campaignsCapital campaigns• Planned gifts Planned gifts

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• Relationship with the Health Center Relationship with the Health Center StaffStaff– The CEO serves as the primary The CEO serves as the primary

communication link between board and communication link between board and staffstaff

– Through the CEO, staff are assured that Through the CEO, staff are assured that their input will be incorporated into the their input will be incorporated into the business discussion about the needs for business discussion about the needs for programs and servicesprograms and services

– The board should expect a report from The board should expect a report from the CEO and Medical Director at each the CEO and Medical Director at each board meeting. board meeting.

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Characteristics of a Healthy Characteristics of a Healthy Board/CEO RelationshipBoard/CEO Relationship

• High level of trust: High level of trust: The board trusts The board trusts that the CEO openly discloses that the CEO openly discloses information. The Board trust that information. The Board trust that there is balance between the CEO and there is balance between the CEO and the Executive Committee – that the the Executive Committee – that the Executive Committee and the CEo do Executive Committee and the CEo do not make decisions to the exclusion of not make decisions to the exclusion of the full board.the full board.

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• Confidence in the CEO: Confidence in the CEO: Even Even when working with a relatively when working with a relatively untrained board, the CEO consults untrained board, the CEO consults the board before making any the board before making any programmatic or operational programmatic or operational decisions.decisions.

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• Relationship with Health Center Relationship with Health Center FundersFunders– The board is not expected to know all the The board is not expected to know all the

details of the funding arrangements, the details of the funding arrangements, the board is responsible for knowing:board is responsible for knowing:• Who those funders areWho those funders are• The basic “rules” established by various The basic “rules” established by various

fundersfunders• Potential impact of changes in fundingPotential impact of changes in funding• How to educate and inform health center How to educate and inform health center

funders funders

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• Educating/Informing Public Educating/Informing Public PolicymakersPolicymakers– This can be as simple as accompanying the This can be as simple as accompanying the

CEO with a visit to a funding source, or CEO with a visit to a funding source, or more complex such as presenting the more complex such as presenting the board’s position before a legislator or board’s position before a legislator or committee delegation.committee delegation.

– Educating and informing policymakers can Educating and informing policymakers can also involve writing letters to the editor of a also involve writing letters to the editor of a local paper, taking a position for or against local paper, taking a position for or against certain proposed legislationcertain proposed legislation

– Anotehr strategy is to invite legislator or Anotehr strategy is to invite legislator or policymaker to visit your centerpolicymaker to visit your center

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CAUTIONCAUTIONThere can be a fine line between There can be a fine line between

educating/informing and educating/informing and lobbying. There are specific lobbying. There are specific

Federal laws precluding lobbying Federal laws precluding lobbying with Federal funds. Before with Federal funds. Before

embarking on these activities embarking on these activities understand the distinction understand the distinction

between the. Check with the between the. Check with the center’s legal counsel. center’s legal counsel.

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The proceeding material The proceeding material was taken from:was taken from:

Governing Board HandbookGoverning Board Handbookbyby

HRSA/BPHCHRSA/BPHC