review / summary

INS BOARD DEVELOPMENTOCTOBER, 2010

Review / Summary

Trends & Traps

Democracy Don’t get overly caught up in consensus

AvoidanceDrift or idea hampersLack of accountability

Set performance measures at every levelCompetitorsEducated incapacity

Too educated to take riskStructure

Believing that changing structure solves the problem Behavior changes may precede bylaw changes

Succession planning

Board of Directors Must Do’s

Read & interpret financials Include in Board orientation

Discuss / strategize for the future Board members come prepared with another‘s point of view CEO brings a topic or issue with explanation and

recommendationMake decisions

May include topics from earlier conference call Be prepared to make a decision

Set strategic direction Determine strategic issues Determine what success will look like

Delegate tasks as indicated Delegate to others with the skill sets to accomplish the task

Board Responsibilities

Manage delicate issues Be willing to deal with tricky issues It’s not “me against you”, it’s “us against the problem”

Set program and strategic plan for Public policy Image of the organization Membership and leadership Fiscal planning Structure and governance

Establish a plan to populate the Board Develop Board recruitment tool kit

Our responsibility is NOT to listen to reports

Board Responsibilities, cont

Fiduciary oversite Approves expenditures – general Ensures a legal system for accounting and reporting Provide/ensure transparency Risk management – managing away from risk

Establish/maintain ethical principles of business Recuse from a vote if appropriate Be prepared to solve ethical dilemmas or breach of ethics

Discussion & decision making Be careful with premature promises Come prepared to Board meetings

Oversite of operationsHires, sustains, evaluates, terminates the CEO

The CEO is the Board’s only direct reportSet the strategic direction (annual strategic plan) for

the organization

Strategic Direction/Planning

A clear responsibility of the Board of Directors At the March BOD meeting, set Strategic Planning as an

agenda item for Oct meeting At October BOD meeting, establish the strategic plan for the

coming fiscal year Charge CEO/staff to develop the business plan to

accomplish the strategic plan for the coming year◦ The CEO will

◦ Establish and develop the business plan from the Strategic Plan developed by the BOD

◦ Determine the timeline needed for the work to be done & report

◦ Determine the funding necessary to accomplish & report◦ Provide intermittent progress reports to the BOD

Boards of All Business Units

All INS Board of Directors should have the same training and development opportunities

Boards of all business units, (INCC, Gardner, INS) shall have the same BOD development training

Joint planning between INS, INCC, Gardner Foundation Boards

President-elect Responsibilities

Attends meetings when the President is unable

NCOE liaisonChair’s the by-laws committeeIdentifies his/her themeAttends NALAOther assigned duties at the discretion of the

President and job description

President’s Responsibilities

Uphold the missionSets the tone & exampleThe primary spokesperson for the organizationIs the “face” of the organization “to the world”

for termDelegates responsibilities and representation to

the CEO at the his/her discretion Chairs meetings, conference callsStays ahead of the curve on issuesHas the right to recognitionHas the power of appointment

CEO Responsibilities

The CEO is the Board’s Partner Participates in discussion Asks good questions Brings information to the Board Makes recommendations Listens to the Board Brings reports on key issues Provides additional information Has no vote

CEO Responsibilities, cont

Day to day management of the organization◦ Fiscal/budget reporting to the BOD◦ Sustains the legal requirements of the organization◦ Manages the daily “image” of the organization◦ Provides info to the Board◦ Manages all direct reports

◦ VP and staffCEO has several constituents

◦ President◦ BOD◦ Staff◦ External others◦ Members

CEO Rights

The right to◦ Clear direction◦ Set priorities◦ Reasonable compensation◦ Hire/fire staff◦ Ask good questions◦ A good workplace◦ Feedback◦ Respect◦ Mutual goal setting◦ Be treated ethically

CEO Report

Progress report of goalsReports

trends in the environment operations and detail as requested key staff vacancies or issues Other key issues that might effect time and resources

Zoning ordinances, lease contracts, critical staff issues

CEO Evaluation

Achievements against the previously established goals (established at the prior year’s evaluation)

How did the CEO grow ?How did the CEO help others grow ?What are the “keeps and changes?”

Board Orientation

A partnership between the President and the CEO

Always involves new Board members & other Board members who wish to attend

CEO will address operations piecePresident or delegate will address Board

functions

Board Evaluation

Several acceptable formats May be casual conversation with structured input Honest and constructive Done collectively with all Board Members in

attendance Take notes

Communication Norms

The President should never be surprisedThe CEO should never be surprisedRemember courtesy

Other Key Notes

Match recognition to those who did the workIt’s ok to get out after getting inExercise crucial conversations for committee

members who are underperformersPhase I projects are siloed from Phase II

projectsBad news should not be sandwiched between

good news