Boards

Board Titles

Board of Directors– Mainly in the commercial sector & non-

profit sector Board of Trustees

– Mainly in the public sector Park Commissioners

– Mainly in the public sector Advisory Councils

– All sectors

3 Types of Boards

Independent

Semi-Independent

Advisory

3.2 million boards in the U.S.

Independent Board

In all 3 sectors

Strongest type of board– Ultimate authority– Commercial -

shareholders

3 basic authorities…

Independent Board

3 basic authorities…– Policy setting

Set policy to guide operations

Be involved in policy setting & not daily operations

Decision

Making

Oversight

Policy Setting

Independent Board

3 basic authorities…– Decision making

Provide sound financial management

– Adopt a budget, raise funds, ultimate fiscal responsibilities

– Public independent boards (park districts) can assess taxes; advise & council top management

Hold property title Select capable &

effective CEO

Decision

Making

Oversight

Policy Setting

Independent Board

3 basic authorities…– Oversight

Programs, operations, etc.

To advise & counsel management

Oversee CEO

Decision

Making

Oversight

Policy Setting

Semi-Independent Board

Public agencies only

Appointed…usually by City Council or mayor

Difference between city mgr, mayor, & strong mayor?

Semi-Independent Board

Strong mayor – council– Elected mayor has administrative control over

city– Mayor has power to…

Hire & fire department heads Act as CEO Prepare & present budget

– Council… Acts as the legislative body Approves actions of mayor

– NYC, LA, Bloomington, IN

Semi-Independent Board

City manager – council– Hire a professional city manager to run

city– CM has responsibilities of the strong

mayor but isn’t elected– Can have an elected mayor to:

Preside over council meetings Serve as spokesperson for the community Assist council in decision making and policy

setting– Found in B-N, Charlotte, Las Vegas

Semi-Independent Board

Authority:– Operating policies– General administration practices

Depends on an independent board for ultimate authority & approval and allocation of funds

CEO may answer to the board or mayor/city manager

Advisory Boards

Prominent in npo & public agencies May serve an entire population,

neighborhood, special interest Examples

– CU Special Recreation Advisory Board– RPA Advisory Council– Teen Boards– EDP, IU, NRPA

Advisory Boards

May be elected or appointed

May be given limited powers– Manage its own affairs– Raise $$ for special projects– No final authority or responsibility

Advisory Boards

Functions– Sounding board for community & staff– Do studies & special projects & make

recommendations– Opportunities for citizen involvement– Advocacy when needed

EDP

Corporate Advisory Boards

Panel of experts– From other corporations– Have specific expertises– Modest retainer fees– No legal responsibility– Review strategic plans, marketing plans,

special issues

Becoming a Board Member

How to Become a Brd Member

Independent – elected– Market/Commercial sector

Nominating committee makes nominations Elected by members/shareholders

– Public Sector Petition to run for election

– Nonprofit Sector Nominating committee Vote of membership or… Self perpetuating – vote of the board

– Time, treasures, talent

How to Become a Brd Member

Semi-independent – appointed– Public – interviews, political

appointments

Advisory– Appointed– Some self-perpetuating

Fiduciary Duties

All boards

Fiduciary Duties

Do what is best for the org.– Loyalty to the org– Avoid conflicts of interest

T-shirt bids, land development, auditing firm Investing corp. funds in own company

– Act in good faith & with honesty– Use good judgment– Obedience

Follow laws, bylaws, statutes, charters

Operating Procedures Bylaws

– Outlines basic legislative procedures– Each board member is responsible for

knowing the bylaws– Includes:

Board membership rules Board leadership info Voting rights (ie. proxy, quorum) Meeting requirements

– How often, how notice is given– How to amend bylaws

Operating Procedures

Board Meetings– Agendas

List every item to be presented No surprises, unless an emergency

– Add to agenda at the beginning of the meeting Agendas & materials arrive 5-10 days in

advance– Minutes from previous meetings– Study materials

Agenda topics….

Workout Company Board of Directors2/05/13, Noon, 123 E. 4th Street

Board Meeting Agenda1. Call to order2. Roll call of members present3. Reading and approval of minutes 4. Officers’ reports

a. Presidentb. Vice Presidentc. CEO

5. Committee reports a. Financeb. Membership

6. Old business7. New business8. Announcements9. Adjournment

Operating Procedures

Board Meetings– Minutes

Legal documents

– Open meetings act – public only Advanced meeting announcements Meetings open to the public

– Meeting defined as a majority of the board members

Closed sessions

Board Structure

Length of term– 3-5 years

# of board members– 5-7

Composition of board– Geographic, diversity, skill sets

Board Structure

Rotation– @ 1/3 rotate off

each year

– # of years to be off board before coming back on

Board Structure

Officers– President/Chair– Vice President/Vice Chair– Secretary– Treasurer– Others???

– Not all board members need to be officers 5 person board – 2-3 officers 7 person board – 3-4 officers

NRPA Board of Trustees

70 person board– 36 citizens, 34

profess.– Reps

Regions, branches, at-large

21 person board– 11 citizens, 10 profess.– At-large reps

Quotas on #’s per state IL=6

Officers: Chair of the board & vice chair (citizens); president, vice president, past president, president elect (professionals); sec & treasurer for both

Terms: 3 years, 2 max.

Example

10 person board, 4 yr terms– 2010 – 2 rotate off– 2011 – 3 rotate off– 2012 – 2 rotate off– 2013 – 3 rotate off

Officers– Chair– Vice Chair– Secretary– Treasurer

8 person board, 4 yr terms– 2 rotate on & off

each year

Officers– Chair– Vice Chair– Secretary/Treasurer

Example

5 person board

3 year terms

What does the board look like in terms of rotation & officers?

Task

Establish an advisory board for your organization including:– Number of board members– Length of term – Officers– Rotation