A Board of Leaders TrainND Northeast Department of Training & Continuing Education Lake Region State...

A Board of LeadersA Board of Leaders

TrainND NortheastTrainND NortheastDepartment of Training & Continuing Department of Training & Continuing

EducationEducation

Lake Region State CollegeLake Region State College

Why?Why? Why are you (or want to be) a Board Why are you (or want to be) a Board

Member?Member? Ask Yourself:Ask Yourself:

Why do I want to serve on this board? Why do I want to serve on this board? You need a desire to see the organization grow.You need a desire to see the organization grow.

Do I believe in the importance of the organization Do I believe in the importance of the organization to the community and society in general? to the community and society in general?

You need to understand what the organization does and You need to understand what the organization does and how it contributes to society.how it contributes to society.

Can I endorse the mission of the organization Can I endorse the mission of the organization WITHOUT reservation? WITHOUT reservation?

You need to be an advocate for the organization.You need to be an advocate for the organization.

Before You Say Yes, …Before You Say Yes, …Have you thought about the Have you thought about the

expectations?expectations?

Active participationActive participationBoard and staff relationsBoard and staff relations

ConductConductConfidentialityConfidentiality

Conflict of interestConflict of interestImageImage

Individual authorityIndividual authorityLoyaltyLoyalty

Meeting preparationMeeting preparation

The BIG PictureThe BIG Picture The concept of public trust embodies the The concept of public trust embodies the

values and responsibilities of board values and responsibilities of board members to the community. members to the community.

As a board member you represent the As a board member you represent the broader interests of the community… broader interests of the community… not your own. not your own.

The BIG ResponsibilityThe BIG Responsibility

In addition to the public trust there In addition to the public trust there are generally accepted performance are generally accepted performance expectations for individual board expectations for individual board members. members.

The key to becoming an effective The key to becoming an effective board member is to be aware of board member is to be aware of these expectations and to work at these expectations and to work at improving your skills over time.improving your skills over time.

What About Liability?What About Liability?

When an organization When an organization incorporates, it limits an individual incorporates, it limits an individual board members’ liability. The key board members’ liability. The key word is “limit.” word is “limit.” Liability is not Liability is not entirely eliminated.entirely eliminated.

The board must follow its The board must follow its constitution and by-laws and the constitution and by-laws and the legislation under which it was legislation under which it was established.established.

Specific Instances of Potential Specific Instances of Potential LiabilityLiability

Non-management is evident if an Non-management is evident if an individual board member disregards individual board member disregards management responsibilities.management responsibilities.

Negligence or willful mismanagement is Negligence or willful mismanagement is evident if a board or board member evident if a board or board member conducts duties poorly, improperly, or conducts duties poorly, improperly, or dishonestly.dishonestly.

Conflict of interest is evident if a board Conflict of interest is evident if a board member stands to gain personally from a member stands to gain personally from a transaction made by an organization. transaction made by an organization.


When a board member does not When a board member does not fulfill individual and/or board fulfill individual and/or board responsibilities, he or she is guilty of responsibilities, he or she is guilty of non-management. non-management.

An example of non-management is An example of non-management is failure to attend board meetings on a failure to attend board meetings on a regular basis.regular basis.


When a board member conducts When a board member conducts board duties poorly, improperly, or board duties poorly, improperly, or dishonestly, he or she is guilty of dishonestly, he or she is guilty of negligence or willful mismanagement. negligence or willful mismanagement.

Hiring unqualified staff, Hiring unqualified staff, misrepresenting facts of an issue, or misrepresenting facts of an issue, or poorly managing the organization’s poorly managing the organization’s finances are examples of negligence finances are examples of negligence of willful mismanagement. of willful mismanagement.


When a board member stands to When a board member stands to gain personally from a transaction gain personally from a transaction made by the organization, he or she made by the organization, he or she is guilty of conflict of interest, or, is guilty of conflict of interest, or, self-dealing. self-dealing.

An example of conflict of interest or An example of conflict of interest or self-dealing is selling and purchasing self-dealing is selling and purchasing property.property.


Board members are REQUIRED to Board members are REQUIRED to carry out their roles, responsibilities, carry out their roles, responsibilities, and functions with a full and functions with a full understanding and appreciation of understanding and appreciation of the considerable legal responsibilities the considerable legal responsibilities that go with the position.that go with the position.


As a board member, your best protection As a board member, your best protection is prevention. Make sure that you:is prevention. Make sure that you: Are aware of your legal responsibilities as a Are aware of your legal responsibilities as a

board member.board member. Know the policies in place to guide the Know the policies in place to guide the

actions and behaviors of both board actions and behaviors of both board members and staff.members and staff.

Participate in completing annual liability Participate in completing annual liability checklists.checklists.


If every board member practiced the If every board member practiced the public trust and performance public trust and performance expectations as suggested, individual expectations as suggested, individual liability would not be an issue.liability would not be an issue.

The BIG AdventureThe BIG Adventure

Being a board member can be one of Being a board member can be one of the greatest adventures of your life. the greatest adventures of your life. Your participation can change your Your participation can change your life and you can change your life and you can change your community for the better. community for the better.

Ultimately, you have to weigh your Ultimately, you have to weigh your commitment to the cause, your commitment to the cause, your knowledge of the organization, and knowledge of the organization, and your personal obligations.your personal obligations.

The Role of the BoardThe Role of the Board The board’s primary role is one of The board’s primary role is one of

oversight, leadership, direction, and oversight, leadership, direction, and policy setting.policy setting.

The Board of Directors is the highest The Board of Directors is the highest level of decision-making and authority in level of decision-making and authority in a non-profit organization. It’s central a non-profit organization. It’s central role involves:role involves: Governing the organizationGoverning the organization Directing the creation, administration, and Directing the creation, administration, and

evaluation of major policiesevaluation of major policies Ensuring the effectiveness, credibility, and Ensuring the effectiveness, credibility, and

viability of the “organization”viability of the “organization”

The Role of the BoardThe Role of the Board The BoardThe Board

Meets its responsibility for Meets its responsibility for PurposePurpose through through its framework governance function.its framework governance function.

Meets its responsibility for Meets its responsibility for ContinuityContinuity through its board self-governance function.through its board self-governance function.

Meets its responsibility for Meets its responsibility for ProgressProgress through through its operational governance function its operational governance function (program, personnel, finance).(program, personnel, finance).

Meets its responsibility for Meets its responsibility for IdentityIdentity through through its advocacy governance function.its advocacy governance function.

Governance ModelsGovernance Models

Policy BoardPolicy Board Is involved in governing the work, and Is involved in governing the work, and

perhaps some minor involvement in perhaps some minor involvement in managing the work, usually through managing the work, usually through committees. It has no involvement in committees. It has no involvement in doing the work.doing the work.

Working Board or Administrative Working Board or Administrative BoardBoard Is involved in governing the work, Is involved in governing the work,

managing the work, and doing the work.managing the work, and doing the work.Which kind of board are you?

Governance ModelsGovernance Models The Policy BoardThe Policy Board

Tends to concern itself primarily with planning, Tends to concern itself primarily with planning, determining the overall direction of the determining the overall direction of the organization, and creating and evaluating major organization, and creating and evaluating major policies.policies.

Is not so much involved in determining the day-Is not so much involved in determining the day-to-day processes or means by which policies are to-day processes or means by which policies are implemented, as in the outcomes or results to be implemented, as in the outcomes or results to be achieved.achieved.

Delegates the responsibility of implementing Delegates the responsibility of implementing policies and managing the organization's daily policies and managing the organization's daily business to an Executive Director. The Executive business to an Executive Director. The Executive Director may, in turn, have a staff of employees Director may, in turn, have a staff of employees and volunteers that deliver the organization’s and volunteers that deliver the organization’s programs or services.programs or services.

Must beware of such potential problems as Must beware of such potential problems as having insufficient policy development skills, having insufficient policy development skills, overstepping the bounds of its role by getting overstepping the bounds of its role by getting involved in operational matters.involved in operational matters.

Governance ModelsGovernance Models The Working or Administrative BoardThe Working or Administrative Board

Concerns itself with the organization’s Concerns itself with the organization’s operations as well as with planning, setting operations as well as with planning, setting direction, and determining evaluation policies.direction, and determining evaluation policies.

Is involved in many of the practical, day-to-day Is involved in many of the practical, day-to-day activities of the organization such as activities of the organization such as bookkeeping, service delivery, writing grant bookkeeping, service delivery, writing grant applications, and so on.applications, and so on.

May or may not have staff to whom some May or may not have staff to whom some responsibilities are delegated.responsibilities are delegated.

Must beware of such potential problems as Must beware of such potential problems as board member burn out, taking on board member burn out, taking on responsibilities beyond skill level, delegating responsibilities beyond skill level, delegating too much work to staff, and role confusion with too much work to staff, and role confusion with staff members.staff members.


In reality, most boards are not purely one In reality, most boards are not purely one or the other: usually they fall somewhere or the other: usually they fall somewhere in between these two models. in between these two models.

It is important for you to understand your It is important for you to understand your boards model in order to know how your boards model in order to know how your role is to be executed and to stay on track.role is to be executed and to stay on track.

Where do your boards fall within these models?


A governance model provides the board A governance model provides the board with focus and an established system for with focus and an established system for making decisions. making decisions.

A model alone will not ensure that the A model alone will not ensure that the board effectively fulfills its role: board effectively fulfills its role: the the individuals who make up the board are individuals who make up the board are just as critical to its success.just as critical to its success.

Developing PolicyDeveloping Policy Policies are developed to:Policies are developed to:

Establish and clarify the organization’s mission, Establish and clarify the organization’s mission, rules, regulations, and proceduresrules, regulations, and procedures

Direct actions of the board, its committees, and Direct actions of the board, its committees, and staffstaff

The board and its committees work with the The board and its committees work with the staff to develop policy. staff to develop policy.

Give structure, provide order, predictability, Give structure, provide order, predictability, control, and clarity to the organization.control, and clarity to the organization.

The governing board is the only body The governing board is the only body authorized to approve policies on behalf of authorized to approve policies on behalf of the organization.the organization.

Staff develop procedures to implement policy.Staff develop procedures to implement policy.

Types of PoliciesTypes of Policies

Framework policiesFramework policies Include belief statements which clarify the Include belief statements which clarify the

organization’s values, philosophy, beliefs, and organization’s values, philosophy, beliefs, and principles, providing context for other principles, providing context for other framework statements.framework statements.

Vision Statement – provides a picture of Vision Statement – provides a picture of what would happen if organizational values what would happen if organizational values and beliefs became reality.and beliefs became reality.

Mission Statement – declares what business Mission Statement – declares what business the organization is in and how the the organization is in and how the organization will work towards its vision. organization will work towards its vision. Explains what is unique about the Explains what is unique about the organization and what it adds to society.organization and what it adds to society.


Framework policies (continued)Framework policies (continued) Target Statement – defines the clients, Target Statement – defines the clients,

consumers, or audience the organization consumers, or audience the organization serves. Whom does this organization target serves. Whom does this organization target for services, who benefits from the services, for services, who benefits from the services, and who are the priorities for service?and who are the priorities for service?

Aim Statement – builds on the mission Aim Statement – builds on the mission statement to clarify the end results of the statement to clarify the end results of the organization in major areas.organization in major areas.


Board Self-governance Policies – state how Board Self-governance Policies – state how the board will govern itself and the the board will govern itself and the organization. These policies set out the organization. These policies set out the principles, rules, governing style, roles, principles, rules, governing style, roles, responsibilities, and functions of the responsibilities, and functions of the membership, board, board members, and membership, board, board members, and board committees. board committees.


Self-governance Policies Include:Self-governance Policies Include: Policy-making – clear, comprehensive statement Policy-making – clear, comprehensive statement

that sets out the procedures, terms, and that sets out the procedures, terms, and conditions under which policy is made.conditions under which policy is made.

Governing style – defines the management style Governing style – defines the management style of the board, covers the type of board, of the board, covers the type of board, committee system, and board structure.committee system, and board structure.

Role, responsibilities and functions – answers Role, responsibilities and functions – answers the questions: what are the roles and functions the questions: what are the roles and functions of the board and its members, officers, and of the board and its members, officers, and committees – what do they do and how do they committees – what do they do and how do they do it?do it?


Self-governance Policies Include:Self-governance Policies Include: Board member code of conduct – Board member code of conduct –

addresses such issues as conflict of addresses such issues as conflict of interest, individual authority, and loyalty interest, individual authority, and loyalty to the organization.to the organization.

Board recruitment, orientation, training, Board recruitment, orientation, training, and evaluation – outlines preferred and evaluation – outlines preferred board composition, nomination board composition, nomination procedures, etc.procedures, etc.


Operational PoliciesOperational Policies Outline the board’s directions for Outline the board’s directions for

personnel, financial, and program personnel, financial, and program functions. functions.

Direct the actions of the executive Direct the actions of the executive director, staff, and service volunteers. director, staff, and service volunteers.


Advocacy PoliciesAdvocacy Policies Set out the organization’s response to matters Set out the organization’s response to matters

affecting its relationship to the community and affecting its relationship to the community and society. society.

Establish how the organization will promote its Establish how the organization will promote its mission to the public and how it will respond to mission to the public and how it will respond to controversial issues or sensitive matters.controversial issues or sensitive matters.

Create public awareness of a problem the Create public awareness of a problem the organization perceives to exist or support for organization perceives to exist or support for the solution it is trying to bring about. the solution it is trying to bring about.

What types of policies do you support?

TransparencyTransparency Transparency means that, as a steward of Transparency means that, as a steward of

public trust, your board must ensure that its public trust, your board must ensure that its communications are open, honest, communications are open, honest, understandable, and accessible.understandable, and accessible.

Being transparent, including communicating Being transparent, including communicating to members, stakeholders, and the public in to members, stakeholders, and the public in making information available upon request making information available upon request is a crucial task for effective boards.is a crucial task for effective boards.

It must be a two-way street, you must It must be a two-way street, you must ensure the board is both speaking ensure the board is both speaking andand listening.listening.

TransparencyTransparency

Sending the messageSending the message The board should make certain that The board should make certain that

information regarding the organization’s information regarding the organization’s mission, programs, finances, mission, programs, finances, fundraising, and other activities is fundraising, and other activities is regularly communicated to its regularly communicated to its stakeholders. stakeholders.

Reaching out to interested parties with Reaching out to interested parties with relevant communications not only keeps relevant communications not only keeps your organization top-of-mind, but also your organization top-of-mind, but also creates involvement and confidence in creates involvement and confidence in your organization.your organization.


Sending the messageSending the message Non-profits must also be responsive to Non-profits must also be responsive to

requests for information. requests for information. Have communication materials readily Have communication materials readily

available when such requests are available when such requests are received to create the image of a received to create the image of a transparent, trustworthy organization.transparent, trustworthy organization.


Sending the messageSending the message Sending the message is a clear concise plan of Sending the message is a clear concise plan of

communicating with stakeholders that is shared communicating with stakeholders that is shared by all members – it is every board member by all members – it is every board member sharing the same message with all stakeholders.sharing the same message with all stakeholders.

Sending the message is Sending the message is NOTNOT– the local coffee – the local coffee spot or basketball game.spot or basketball game.

It is It is NOT NOT private conversations that take place in private conversations that take place in public.public.

It is It is NOT NOT only a once a year report in the local only a once a year report in the local newspaper.newspaper.


Getting the messageGetting the message Not only must the board communicate Not only must the board communicate

regularly to stakeholders about its regularly to stakeholders about its activities, but it must also seek input activities, but it must also seek input from its constituents and the public. from its constituents and the public. This could be done by way of “town hall This could be done by way of “town hall meetings”, open board meetings, meetings”, open board meetings, surveys, program evaluations, focus surveys, program evaluations, focus groups, or other mechanisms.groups, or other mechanisms.In what ways has your board

solicited public input?


Getting the messageGetting the message Not only do such listening opportunities Not only do such listening opportunities

enhance the organization’s image as enhance the organization’s image as being open and accessible, but they can being open and accessible, but they can also provide the board with valuable also provide the board with valuable ideas for improvements. The board ideas for improvements. The board must also be receptive to complaints must also be receptive to complaints and should have appropriate grievance and should have appropriate grievance procedures in place to deal with procedures in place to deal with complaints.complaints.


Remember, a board must not only be Remember, a board must not only be accountable, it must be accountable, it must be SEEN SEEN to be to be accountable. accountable.

Communication about how the board Communication about how the board meets its accountability adds to meets its accountability adds to credibility.credibility.

Board Member Board Member ResponsibilitiesResponsibilities

Each Board consists of designated Each Board consists of designated officersofficers

Each officer has specified duties or Each officer has specified duties or roles roles

Officers may have duties assigned as Officers may have duties assigned as President, Vice President, Chair, President, Vice President, Chair, Secretary, or TreasurerSecretary, or TreasurerWhat designated officers What designated officers

does your board have and does your board have and what are their what are their responsibilities?responsibilities?


In addition to designated offices, each board In addition to designated offices, each board member has responsibility for the following:member has responsibility for the following:

Active participationActive participationBoard and staff relationsBoard and staff relations

ConductConductConfidentialityConfidentiality

Conflict of interestConflict of interestImageImage

Individual authorityIndividual authorityLoyaltyLoyalty

Meeting preparationMeeting preparation

What are your

“Performance

Expectations”?


LoyaltyLoyalty The duty of complete and undivided The duty of complete and undivided

loyalty requires that the interest of the loyalty requires that the interest of the organization and the interest of the organization and the interest of the public, take precedence over the board public, take precedence over the board member's personal interests. member's personal interests.

A board member must loyally and A board member must loyally and without self-interest, further the without self-interest, further the objectives of the organization by acting objectives of the organization by acting fairly and in the best interest of the fairly and in the best interest of the organization.organization.


LoyaltyLoyalty While differences of opinion are sure to arise, While differences of opinion are sure to arise,

board members should seek to keep board members should seek to keep disagreements impersonal. By practicing disagreements impersonal. By practicing discretion and accepting decisions made on a discretion and accepting decisions made on a majority basis, board unity and confidence will majority basis, board unity and confidence will be promoted. be promoted.


Loyalty BreachesLoyalty Breaches Board members might breach the duty of Board members might breach the duty of

loyalty when they engage, directly or loyalty when they engage, directly or indirectly, in transactions between themselves indirectly, in transactions between themselves as members and themselves as individuals or as members and themselves as individuals or with family members or businesses in which with family members or businesses in which they hold an interest. they hold an interest.

Board members should not engage in any Board members should not engage in any transaction that is adverse to the organization, transaction that is adverse to the organization, engage in any competing enterprise to the engage in any competing enterprise to the detriment of the organization, divert an detriment of the organization, divert an organizational opportunity for personal gain, or organizational opportunity for personal gain, or derive any kind of secret profit or other derive any kind of secret profit or other advantage in dealing with or on behalf of the advantage in dealing with or on behalf of the organization.organization.


Loyalty - The following are specific Loyalty - The following are specific actions board members should take to actions board members should take to ensure that their duty of loyalty is ensure that their duty of loyalty is being fulfilled: being fulfilled: Always put the interest of the charity firstAlways put the interest of the charity first Refrain from diverting a business Refrain from diverting a business

opportunity available to the charity for his opportunity available to the charity for his or her own gainor her own gain

If at all possible, avoid transactions If at all possible, avoid transactions involving potential conflicts of interest and involving potential conflicts of interest and self-dealing situationsself-dealing situations


Conflict of InterestConflict of Interest Disclose to the Board or committee the nature of Disclose to the Board or committee the nature of

your interest in advance of any consideration your interest in advance of any consideration Refrain from influencing or seeking to influence Refrain from influencing or seeking to influence

a decision in relation to the matter a decision in relation to the matter Take no part in any consideration of the matter Take no part in any consideration of the matter Withdraw from the meeting for so long as the Withdraw from the meeting for so long as the

matter is being discussed or considered by the matter is being discussed or considered by the Board or committee and not vote or otherwise Board or committee and not vote or otherwise act as a member, chief executive, or employee act as a member, chief executive, or employee in relation to in relation to the matterthe matter


Conflict of interest exists if: Conflict of interest exists if: A person or any member of your household is A person or any member of your household is

a member of a company, or any other body, a member of a company, or any other body, which has a beneficial interest in, or material which has a beneficial interest in, or material to, the matter to be considered to, the matter to be considered

A person or any member of your household is A person or any member of your household is in partnership with, or is in the employment of in partnership with, or is in the employment of a person who has a beneficial interest in, or a person who has a beneficial interest in, or material to, such matter material to, such matter

A person or any member of your household is a A person or any member of your household is a party to any arrangement or agreement party to any arrangement or agreement concerning land to which such a matter relates concerning land to which such a matter relates

Any member of your household has an interest Any member of your household has an interest in, or material to, such a matterin, or material to, such a matter


A person will not be regarded as having a A person will not be regarded as having a beneficial interest in a matter if the interest is so beneficial interest in a matter if the interest is so remote or insignificant that it cannot reasonably remote or insignificant that it cannot reasonably be regarded as likely to influence a person in be regarded as likely to influence a person in considering, discussing or in voting on, any considering, discussing or in voting on, any question relating to the matter. question relating to the matter.

If a member of the Board is in doubt as to whether If a member of the Board is in doubt as to whether a beneficial interest exists, he or she should a beneficial interest exists, he or she should consult with the Chair. Members of committees consult with the Chair. Members of committees should consult with the chair of the committee on should consult with the chair of the committee on which they are serving. Staff and others persons which they are serving. Staff and others persons should consult with the chief executive/director. should consult with the chief executive/director.

Particulars are to be recorded in the minutes of the Particulars are to be recorded in the minutes of the meeting of the Board or any committee. meeting of the Board or any committee.


Conflict of interest is difficult to define, yet Conflict of interest is difficult to define, yet many people think they know it when they many people think they know it when they see it. see it. The legal definition of conflict of interest, The legal definition of conflict of interest,

usually set out in state laws governing usually set out in state laws governing nonprofit corporations, is very specific and nonprofit corporations, is very specific and covers relatively few situations. covers relatively few situations.

Most conflicts fall into a gray area where ethics Most conflicts fall into a gray area where ethics and public perception are more relevant than and public perception are more relevant than statutes or precedents. statutes or precedents.


Conflict of interest arises whenever the personal or Conflict of interest arises whenever the personal or professional interests of a board member are professional interests of a board member are potentially at odds with the best interests of the potentially at odds with the best interests of the nonprofit. Such conflicts are common: A board nonprofit. Such conflicts are common: A board member performs professional services for an member performs professional services for an organization, or proposes that a relative or friend organization, or proposes that a relative or friend be considered for a staff position. be considered for a staff position.

Such transactions are perfectly acceptable if they Such transactions are perfectly acceptable if they benefit the organization and if the board made the benefit the organization and if the board made the decisions in an objective and informed manner. decisions in an objective and informed manner. Even if they do not meet these standards, such Even if they do not meet these standards, such transactions are usually not illegal. They are, transactions are usually not illegal. They are, however, vulnerable to legal challenges and public however, vulnerable to legal challenges and public misunderstanding.misunderstanding.


Conflict of interestConflict of interest Loss of public confidence and a Loss of public confidence and a

damaged reputation are the most likely damaged reputation are the most likely results of a poorly managed conflict of results of a poorly managed conflict of interest. Because public confidence is interest. Because public confidence is important to most nonprofits, boards important to most nonprofits, boards should take steps to avoid even the should take steps to avoid even the appearance of impropriety. These steps appearance of impropriety. These steps may include:may include:


Adopting a conflict-of-interest policy that Adopting a conflict-of-interest policy that prohibits or limits business transactions with prohibits or limits business transactions with board members and requires board members board members and requires board members to disclose potential conflicts. to disclose potential conflicts.

Disclosing conflicts when they occur so that Disclosing conflicts when they occur so that board members who are voting on a decision board members who are voting on a decision are aware that another member’s interests are are aware that another member’s interests are being affected. being affected.

Requiring board members to withdraw from Requiring board members to withdraw from decisions that present a potential conflict. decisions that present a potential conflict.

Establishing procedures, such as competitive Establishing procedures, such as competitive bids, that ensure that the organization is bids, that ensure that the organization is receiving fair value in the transaction. receiving fair value in the transaction.


Individual authorityIndividual authority Individual Board members act Individual Board members act

collectively as the governing body. No collectively as the governing body. No member of the Board shall have the member of the Board shall have the authority to act in the name of the authority to act in the name of the Board unless so authorized by a specific Board unless so authorized by a specific motion of the Board.motion of the Board.


Individual authorityIndividual authority A Board member has the right to A Board member has the right to

express personal opinions. When express personal opinions. When expressing such opinions in public, the expressing such opinions in public, the Board member must clearly identify the Board member must clearly identify the opinions as his/her own. (keep loyalty in opinions as his/her own. (keep loyalty in mind)mind)

Members of the Board should adhere to Members of the Board should adhere to the following in carrying out the the following in carrying out the responsibilities of Board membership:responsibilities of Board membership:


Individual authorityIndividual authority Board members as individuals should Board members as individuals should

not exercise authority over the not exercise authority over the organization, its property, or its organization, its property, or its employees. employees.

Except for appropriate duties and Except for appropriate duties and functions of the Board President, an functions of the Board President, an individual member may act on behalf of individual member may act on behalf of the Board only with the express the Board only with the express authorization of the Board. authorization of the Board.


ConductConduct The Board should expect of itself and its The Board should expect of itself and its

members ethical and business-like conduct. This members ethical and business-like conduct. This commitment includes proper use of authority and commitment includes proper use of authority and appropriate decorum in group and individual appropriate decorum in group and individual behavior when acting as Board members. behavior when acting as Board members.

Board members must represent, with Board members must represent, with unconflicted loyalty, the interests of the unconflicted loyalty, the interests of the membership. membership.

This accountability should supersede any This accountability should supersede any conflicting loyalty such as that to other groups conflicting loyalty such as that to other groups and membership on other Boards or staffs. and membership on other Boards or staffs.

This accountability supersedes the personal This accountability supersedes the personal interests of any Board member acting as an interests of any Board member acting as an individual consumer of the organizations services. individual consumer of the organizations services.


ConductConduct Board members must avoid any conflict Board members must avoid any conflict

of interest with respect to their fiduciary of interest with respect to their fiduciary responsibility. responsibility.

There should be no self-dealing or any There should be no self-dealing or any conduct of private business or personal conduct of private business or personal services between any Board members services between any Board members and the organization except as and the organization except as procedurally controlled to assure procedurally controlled to assure openness, competitive opportunity, and openness, competitive opportunity, and equal access to "inside" information. equal access to "inside" information.


ConductConduct Board members should not use their positions to Board members should not use their positions to

obtain for themselves, family members, or close obtain for themselves, family members, or close associates, employment within the organization. associates, employment within the organization.

Should a Board member be considered for Should a Board member be considered for employment by the organization, he or she employment by the organization, he or she should temporarily withdraw from Board should temporarily withdraw from Board deliberations, voting, and access to applicable deliberations, voting, and access to applicable Board information. Board information.

Board members and members at large should Board members and members at large should not attempt to exercise individual authority over not attempt to exercise individual authority over the organization or staff except as explicitly set the organization or staff except as explicitly set forth in Board policies.forth in Board policies.


Meeting preparationMeeting preparation When will the board meet? How long are

the meetings? Be clear about your planning needs and

preferences so that they can be considered along with the schedules of others.


Active participationActive participation A director who is present at a meeting A director who is present at a meeting

when an action is approved by the entire when an action is approved by the entire board is presumed to have agreed to the board is presumed to have agreed to the action unless the director objects to the action unless the director objects to the meeting because it was not lawfully called meeting because it was not lawfully called or convened and doesn't participate in the or convened and doesn't participate in the meeting, or unless the director votes meeting, or unless the director votes against the action or is prohibited from against the action or is prohibited from voting on the action because of a conflict voting on the action because of a conflict of interest. of interest.


Active participationActive participation Be on time and on topicBe on time and on topic Avoid interrupting the meeting with cellular Avoid interrupting the meeting with cellular

phones, pagers, and early departuresphones, pagers, and early departures Actively participate in the meeting by listening Actively participate in the meeting by listening

attentively, keeping an open mind, and attentively, keeping an open mind, and offering meaningful inputoffering meaningful input

Encourage participation of others, respect their Encourage participation of others, respect their viewsviews

Maintain a positive, solution focused approachMaintain a positive, solution focused approach Volunteer to take on responsibility in areas Volunteer to take on responsibility in areas

where you can contributewhere you can contribute


Active participationActive participation Each board member has the Each board member has the

responsibility to help the Board responsibility to help the Board Chair/Director run a smooth meetingChair/Director run a smooth meeting

Your active participation makes this Your active participation makes this happenhappen


Board and staff relationsBoard and staff relations "No single relationship in the organization "No single relationship in the organization

is as important as that between the board is as important as that between the board and its chief executive officer. Probably and its chief executive officer. Probably no single relationship is as easily no single relationship is as easily misconstrued or has such dire potential misconstrued or has such dire potential consequences. That relationship, well consequences. That relationship, well conceived, can set the stage for effective conceived, can set the stage for effective governance and management." governance and management." John Carver,John Carver, Boards that Make a DifferenceBoards that Make a Difference, 1990., 1990.


Board and staff relationsBoard and staff relations As a general rule of thumb, it is said that As a general rule of thumb, it is said that

in a nonprofit organization, boards in a nonprofit organization, boards primarily govern and staff primarily primarily govern and staff primarily manages. This means that a board manages. This means that a board provides counsel to management and provides counsel to management and should not get involved in the day-to-should not get involved in the day-to-day affairs of the organization. day affairs of the organization.


Board and staff relations Board and staff relations In order for this rule to work effectively, each In order for this rule to work effectively, each

party in this relationship needs to understand party in this relationship needs to understand its own responsibilities and those that fall in its own responsibilities and those that fall in the other's purview. the other's purview.

The way in which the board and staff conduct The way in which the board and staff conduct their business needs to reflect this their business needs to reflect this understanding. understanding.

Clear expectations for the board and the Clear expectations for the board and the director need to be established and director need to be established and maintained, because a board that is overly maintained, because a board that is overly active in management can inhibit the active in management can inhibit the organization's effectiveness. organization's effectiveness.


A nonprofit's Board of Directors has very specific A nonprofit's Board of Directors has very specific duties that are distinct from those of the duties that are distinct from those of the Executive Director. Executive Director. Directors have fiduciary responsibilities, and they are Directors have fiduciary responsibilities, and they are

required to act within their authority primarily for the required to act within their authority primarily for the organization's benefit. organization's benefit.

Directors do not have power or authority individually. A Directors do not have power or authority individually. A board's decision-making ability lies in its group board's decision-making ability lies in its group structure. structure.

At times an individual board member may become At times an individual board member may become extensively involved with one particular program and be extensively involved with one particular program and be working with staff. This is usually temporary and working with staff. This is usually temporary and information regarding that board member’s participation information regarding that board member’s participation should be relayed regularly to the full board. should be relayed regularly to the full board.


Nonprofit boards generally have the duties of Nonprofit boards generally have the duties of selecting and working with the executive selecting and working with the executive director, amending bylaws, approving the director, amending bylaws, approving the annual budget, long-term strategic plans, and annual budget, long-term strategic plans, and ensuring its own succession. ensuring its own succession.

The board often establishes committees to The board often establishes committees to accomplish its activities, including financial, accomplish its activities, including financial, personnel, fundraising and planning functions. personnel, fundraising and planning functions. Through such committees, the board assists Through such committees, the board assists management in policy formation and strategic management in policy formation and strategic planning. planning.

While nonprofit staff may conceive, develop, While nonprofit staff may conceive, develop, and implement the organization's plan, the and implement the organization's plan, the board will often monitor the process and board will often monitor the process and provide counsel. provide counsel.


Ultimately, the ideas and actions of the Ultimately, the ideas and actions of the Executive Director, perhaps more than Executive Director, perhaps more than the will of the board, will influence the the will of the board, will influence the nature of the dynamic that characterizes nature of the dynamic that characterizes this important relationship. Because it this important relationship. Because it falls to the Executive Director to help falls to the Executive Director to help determine which issues the board will determine which issues the board will address and to assemble the address and to assemble the information that shapes the discussion, information that shapes the discussion, this individual can guide the board this individual can guide the board towards a true governance role. towards a true governance role.


The following are specific methods that The following are specific methods that the Executive Director can take to help the the Executive Director can take to help the board govern more and manage less: board govern more and manage less: Use a comprehensive strategic plan that has Use a comprehensive strategic plan that has

been developed in conjunction with the board, been developed in conjunction with the board, and supplement it with regular progress and supplement it with regular progress reports. This can be a useful tool for the board reports. This can be a useful tool for the board as it develops its own annual work plans, and as it develops its own annual work plans, and will keep the board's sights focused on the long will keep the board's sights focused on the long term goals and mission of the organization. term goals and mission of the organization.

Regular reports based on this plan will keep Regular reports based on this plan will keep board members appraised of progress toward board members appraised of progress toward organizational goals, and provide part of the organizational goals, and provide part of the basis for evaluation of the executive director. basis for evaluation of the executive director.


Provide the board with relevant materials before Provide the board with relevant materials before board meetings, and explain why the materials board meetings, and explain why the materials are coming to the attention of the board. Let are coming to the attention of the board. Let board members know how specific agenda items board members know how specific agenda items relate to the organization's larger mission, and relate to the organization's larger mission, and what kind of action or discussion is desired of the what kind of action or discussion is desired of the board on each item. board on each item.

Facilitate board and board committee discussions Facilitate board and board committee discussions so that the board stays focused on the larger so that the board stays focused on the larger issues. Refer to set policies that define the limits issues. Refer to set policies that define the limits of the board's decision-making power, and strive of the board's decision-making power, and strive to engage the board in a dialogue among to engage the board in a dialogue among themselves that leads to consensus-building.themselves that leads to consensus-building.


ConfidentialityConfidentiality Associations and non-profits Board members often Associations and non-profits Board members often

acquire, maintain, and use confidential information acquire, maintain, and use confidential information such as: information from self-regulatory programs such as: information from self-regulatory programs (e.g. education, standards, certification, or codes); (e.g. education, standards, certification, or codes); a member’s economic information, information a member’s economic information, information collected in surveys or reporting; legal counsel collected in surveys or reporting; legal counsel opinions; employment and compensation opinions; employment and compensation information; trade secrets arising from association information; trade secrets arising from association undertakings or those of partners or suppliers; and undertakings or those of partners or suppliers; and other confidential discussions of the Board. The other confidential discussions of the Board. The personal information of employees, members and personal information of employees, members and donors is also increasingly protected by privacy donors is also increasingly protected by privacy legislation.legislation.


ConfidentialityConfidentiality Confidentiality may be necessary for the best Confidentiality may be necessary for the best

interests of the association or because interests of the association or because disclosure of the information could cause injury disclosure of the information could cause injury to individuals or other organizations. The need to individuals or other organizations. The need for confidentiality exists when information is for confidentiality exists when information is designated as “confidential” (e.g. stamped or designated as “confidential” (e.g. stamped or announced). announced).

It also applies where the need for confidentiality It also applies where the need for confidentiality is obvious or evident (nature of the material or is obvious or evident (nature of the material or context of the situation), or required by context of the situation), or required by applicable law, even though the information is applicable law, even though the information is not specifically designated as confidential.not specifically designated as confidential.


Responsibilities to Maintain Responsibilities to Maintain Confidentiality Confidentiality It is not up to the individual to determine

what is and is not confidential. If the organization considers and treats information as confidential, then Board members, staff and volunteers must respect that need for confidentiality. As well, individuals are not permitted to overrule or disregard their duty to maintain confidentiality.


Board members, volunteers and staff are Board members, volunteers and staff are legally required to keep certain association legally required to keep certain association information confidential. This legal obligation information confidential. This legal obligation exists even though Board members and exists even though Board members and volunteers may not be paid, and employees volunteers may not be paid, and employees may not have signed any contracts or other may not have signed any contracts or other documents related to confidentiality. Board documents related to confidentiality. Board members have been placed in a position of members have been placed in a position of trust, and it is their fiduciary responsibility to trust, and it is their fiduciary responsibility to honor the association’s need to keep certain honor the association’s need to keep certain information confidential.information confidential.


ConfidentialityConfidentiality A Board member, volunteer or employee, A Board member, volunteer or employee,

who discloses confidential information, who discloses confidential information, could impose liability on the association if could impose liability on the association if the organization was legally required to the organization was legally required to maintain confidentiality. maintain confidentiality.

The Board member, volunteer or employee The Board member, volunteer or employee may also face personal liability as a result may also face personal liability as a result of disclosing confidential information.of disclosing confidential information.


Tips for Maintaining Confidentiality Tips for Maintaining Confidentiality Train and educate Board members, staff Train and educate Board members, staff

and volunteers who have access to and volunteers who have access to confidential information about their confidential information about their responsibilities.responsibilities.

Carefully preserve the confidentiality of Carefully preserve the confidentiality of any information that is designated any information that is designated “confidential” or appears to be of a “confidential” or appears to be of a confidential nature. confidential nature.


ConfidentialityConfidentiality While the “need to know” approach may While the “need to know” approach may

seem to be overkill, it is a good practice to seem to be overkill, it is a good practice to restrict confidential information to those restrict confidential information to those who need it. Do not disclose confidential who need it. Do not disclose confidential information (even within the organization) information (even within the organization) to anyone who does not need to have the to anyone who does not need to have the information. information.

Set policies regarding confidentiality so Set policies regarding confidentiality so the expectations and responsibilities are the expectations and responsibilities are defined and the designation of defined and the designation of confidentiality is not used to restrict confidentiality is not used to restrict membership rights or for political membership rights or for political purposes. purposes.


ConfidentialityConfidentiality Always designate information as Always designate information as

“confidential” if there is an expectation “confidential” if there is an expectation that it be maintained as such by Board that it be maintained as such by Board members, staff, or volunteers. members, staff, or volunteers.

Encourage Board members, staff, or Encourage Board members, staff, or volunteers who are uncertain whether volunteers who are uncertain whether information is confidential, or how the information is confidential, or how the organization sets confidentiality, to ask organization sets confidentiality, to ask questions before disclosing anything.questions before disclosing anything.

What types of information do you deal with that are What types of information do you deal with that are confidential?confidential?

Do you have set policies on confidentiality?Do you have set policies on confidentiality?

How do you know if information is confidential?How do you know if information is confidential?


ImageImage People are constantly observing your behavior People are constantly observing your behavior

and forming theories about your competence, and forming theories about your competence, character, and commitment. Tone of voice can character, and commitment. Tone of voice can also frame others' theories about who you are also frame others' theories about who you are and what you can accomplish. and what you can accomplish.

Most people want to be described as Most people want to be described as technically competent, socially skilled, of technically competent, socially skilled, of strong character and integrity, and committed strong character and integrity, and committed to their work, team, and company. Research to their work, team, and company. Research shows that the most favorably regarded traits shows that the most favorably regarded traits are trustworthiness, caring, humility, and are trustworthiness, caring, humility, and capability.capability.


ImageImage Ask yourself the question: What do I want my Ask yourself the question: What do I want my

key constituents to say about me when I'm key constituents to say about me when I'm not in the room? This description is your not in the room? This description is your desired professional imagedesired professional image. .

Likewise, you might ask yourself the Likewise, you might ask yourself the question: What am I concerned that my key question: What am I concerned that my key constituents might say about me when I'm constituents might say about me when I'm not in the room? The answer to this question not in the room? The answer to this question represents your represents your undesired professional undesired professional imageimage..


ImageImage You can never know exactly what people think You can never know exactly what people think

about you or how they would describe you about you or how they would describe you when you aren't in the room. You can, when you aren't in the room. You can, however, draw inferences about your current however, draw inferences about your current professional image based on your interpersonal professional image based on your interpersonal interactions. interactions.

People might give you direct feedback about People might give you direct feedback about your persona that tells you what they think your persona that tells you what they think about your level of competence, character, and about your level of competence, character, and commitment.commitment.

You might receive indirect signals about your You might receive indirect signals about your image through job assignments, referrals, and image through job assignments, referrals, and recommendations. Taken together, these recommendations. Taken together, these direct and indirect signals shape your direct and indirect signals shape your perceived professional imageperceived professional image..


ImageImage Three brick layers were asked what they Three brick layers were asked what they

were doing. One said, “I’m laying were doing. One said, “I’m laying bricks.” The second replied, “I’m bricks.” The second replied, “I’m building a wall.” The third stated, “I’m building a wall.” The third stated, “I’m constructing a temple.”constructing a temple.”

What do you think your perceived What do you think your perceived professional image ‘should be’? professional image ‘should be’?

What do you think it really is?What do you think it really is?

If there are differences, what can you If there are differences, what can you do about it?do about it?


ImageImage Besides being responsible for your Besides being responsible for your

professional/personal image, as board professional/personal image, as board members you are responsible for the image of members you are responsible for the image of your organization/community.your organization/community.

One way to describe a good Board member is One way to describe a good Board member is "steward and cheerleader." As stewards, board "steward and cheerleader." As stewards, board members guard the organization’s human, members guard the organization’s human, physical, and financial resources. physical, and financial resources.

As cheerleaders, they embrace the As cheerleaders, they embrace the organization’s mission, promote the organization’s mission, promote the organization in the larger community, and organization in the larger community, and support development efforts.support development efforts.


Board members must also be visionaries. Board members must also be visionaries. They must see their organization’s current They must see their organization’s current reality with clarity; deeply understand its reality with clarity; deeply understand its mission and potential; and think toward mission and potential; and think toward the future. the future.

They must try to see the organization as a They must try to see the organization as a whole and understand it in a larger whole and understand it in a larger context. In a way, board members are context. In a way, board members are more focused on how the organization more focused on how the organization could serve their grandchildren than on could serve their grandchildren than on how it serves how it serves their own children today.their own children today.


How well do you ‘cheerlead’ for your How well do you ‘cheerlead’ for your community/organization?community/organization?

How easy/difficult is it to stay positive?How easy/difficult is it to stay positive? How do you focus on the accomplishments of How do you focus on the accomplishments of

your community?your community? How aggressive do you want to be at building a How aggressive do you want to be at building a

future for your grandchildren?future for your grandchildren? What is it going to take to make your communityWhat is it going to take to make your community

a place where your grandchildren WANT to be?a place where your grandchildren WANT to be?

Planning for SuccessionPlanning for Succession

Who will be here to take your place?Who will be here to take your place? ““We get so totally tied up in today’s We get so totally tied up in today’s

needs, that we don’t reserve a needs, that we don’t reserve a realistic part of our resources for realistic part of our resources for developing the talent and dedication developing the talent and dedication necessary to carry and expand necessary to carry and expand efforts tomorrow.” efforts tomorrow.” Brian O’ConnellBrian O’Connell


““Planning for the succession and diversity Planning for the succession and diversity of the board” is one of the non-profit of the board” is one of the non-profit board’s main responsibilities, as outlined by board’s main responsibilities, as outlined by the Panel on Accountability and the Panel on Accountability and Governance in the Voluntary Sector.Governance in the Voluntary Sector.

The future of your organization and its The future of your organization and its board depends upon the work your board board depends upon the work your board does today to recruit and develop new does today to recruit and develop new leadership and to ensure its membership is leadership and to ensure its membership is characteristic of the broader community.characteristic of the broader community.

Planning for SuccessionPlanning for Succession Effective stewardship requires the current Effective stewardship requires the current

board to prepare the way for the future board to prepare the way for the future board. board.

It is the board’s responsibility to ensure that It is the board’s responsibility to ensure that the organization is left in the hands of the organization is left in the hands of capable leaders, including leaders who are capable leaders, including leaders who are representative of the organizations’ representative of the organizations’ constituencies. constituencies.

The long term viability and strength of your The long term viability and strength of your organization will expand as your board organization will expand as your board fulfills its duty to plan for its succession and fulfills its duty to plan for its succession and to address diversity issues.to address diversity issues.

Planning for SuccessionPlanning for Succession How can your board ensure that the How can your board ensure that the

organization will inherit the leadership that organization will inherit the leadership that it requires?it requires? A nominating committee or board development A nominating committee or board development

committee should have the responsibility for committee should have the responsibility for developing and executing a succession plan.developing and executing a succession plan.

The committee should determine what The committee should determine what qualities it requires in the next year’s board qualities it requires in the next year’s board members, considering:members, considering:

The profile of the current board’s compositionThe profile of the current board’s composition The gaps in skills, knowledge, and representation The gaps in skills, knowledge, and representation

that will exist upon the completion of current that will exist upon the completion of current members’ termsmembers’ terms

Special skills or qualities that will be required to Special skills or qualities that will be required to achieve the organization’s strategic plan and goalsachieve the organization’s strategic plan and goals

Planning for SuccessionPlanning for Succession The committee ought to search The committee ought to search broadlybroadly for for

prospective members that meet the criteria prospective members that meet the criteria it has established. It could consider it has established. It could consider personal contacts and suggestions from personal contacts and suggestions from within the organization, and it could within the organization, and it could actively recruit and advertise externally.actively recruit and advertise externally.

The committee should meet with The committee should meet with prospective candidates to provide prospective candidates to provide information to them regarding the information to them regarding the responsibility they are being asked to take responsibility they are being asked to take on, to answer their questions, and to on, to answer their questions, and to thoroughly research their background, thoroughly research their background, goals, and interests.goals, and interests.

Planning for SuccessionPlanning for Succession Nominees ought to consist of candidates Nominees ought to consist of candidates

whose qualifications and goals complement whose qualifications and goals complement the organization’s needs and opportunities.the organization’s needs and opportunities.

The organization could provide opportunities The organization could provide opportunities for “grooming” prospective board members for “grooming” prospective board members and officers. For example, potential future and officers. For example, potential future leaders could be invited to serve on a leaders could be invited to serve on a committee or in other volunteer capacities. committee or in other volunteer capacities.

Budding leaders should be encouraged to Budding leaders should be encouraged to take on a variety of roles and increasingly take on a variety of roles and increasingly responsible assignments.responsible assignments.


The board should provide thorough The board should provide thorough orientation, ongoing development orientation, ongoing development activities, and recognition for all of activities, and recognition for all of its board members.its board members.

The board should have an evaluation The board should have an evaluation process in place whereby members process in place whereby members who have not fulfilled their who have not fulfilled their responsibilities can be identified and responsibilities can be identified and either supported to improve their either supported to improve their performance, or asked to resign.performance, or asked to resign.

Planning for SuccessionPlanning for SuccessionWhere will you find your Where will you find your successors?successors?

How will you recruit and ‘groom’ How will you recruit and ‘groom’ your successors?your successors?

Summing upSumming up

By now the role and responsibilities By now the role and responsibilities of a Board member should be clear. of a Board member should be clear.

Only you can decide if Only you can decide if youyou can truly can truly fill the role and shoulder the fill the role and shoulder the

responsibility.responsibility.

Wishing you

Wishing you

enjoyment &

enjoyment &

success—from

success—from

the staff of

the staff of

TrainND

TrainND

Northeast

Northeast

ReferencesReferences Mentoring Canada, Fundamentals of Mentoring Canada, Fundamentals of

Effective Board Involvement, Effective Board Involvement, http://www.mentoringcanada.ca/training/Boards.html

Board Development Training – Alberta Board Development Training – Alberta Community DevelopmentCommunity Development

W. Norman Gustafson“Board Meeting W. Norman Gustafson“Board Meeting Simulation-Establishing Leadership Simulation-Establishing Leadership Perspective” University Associates, 2006Perspective” University Associates, 2006

Gerald P. Buccino Turnardound Gerald P. Buccino Turnardound Management Association, 2003Management Association, 2003

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