LECTURE V

BOARD GOVERNANCE AND DEVELOPMENT

Nonprofit Organization Development & Management

Beulah Heights UniversityBeulah Heights UniversityAtlanta, GAAtlanta, GA

Objectives

Participants will:Gain an understanding of the meaning of fiduciaryReview components of a Board Policy ManualUnderstand the role and responsibilities of a Board MemberUnderstand the role and responsibilities of the

Chief Executive OfficerUnderstand how to diffuse potential conflict

between board and staff

What Do Boards Do?

Legal and fiduciary

Oversight

Fundraising

Provide representation of constituencies and viewpoints

“Fiduciary”Responsibility

A person to whom another‘s property or the management of another‘s property is entrusted

A nation under whose authority a trust territory is placed

Any of a group or board of persons appointed to manage the affairs of an institution or organization

To commit (property or management) to a trustee or trustees

What Should You Know Before Joining the Board?

Ask questions about the organization’s programs How do current programs relate to the mission?

Ask questions about the organization’s financial status Does the board discus and approve the annual budget? How often do board members receive financial reports?

What Should You Know Before Joining the Board?

Ask questions about the organization’s clients and constituencies Are the organization’s clients or constituents satisfied with the

organization?

What Should You Know Before Joining the Board? (Continued)

Ask questions about the structure of the board

Are there descriptions of the responsibilities of the board as a whole and of individual board members?

Best practice suggests the development of “job descriptions” for the chairperson, vice-chairperson, secretary, and treasurer

The Board Manual: An Orientation and Resources Tool

The board should create a Board Manualthat will include the following areas: Board members’ listings and bios

Board members’ terms

Board member description of responsibilities

Committee and task force job and descriptions

The Board Manual: (Continued)

Historical references of the organization

Brief written history and/or fact sheet

Articles of Incorporation

Bylaws

IRS determination letter

Listing of board members

The Board Manual Continued

Strategic framework

Mission and vision statement

Strategic plan

Current annual operating plan

Minutes from some recent board meetings

The Board Manual continued

Policies pertaining to the board

Policy on potential conflicts of interest

Board insurance policy coverage

Legal liability policy

Travel/meeting expense reimbursements

The Board Manual

Finance and fund-raising

Prior year annual report

Most recent audit report

Current annual budget

Form 990

Banking resolutions

Investment policy

Current funder/grants list

The Board Manual continued

Staff Staff listing

Organization/team chart

Annual Evaluations

Other information Annual calendar

Web site information

Promotional material (membership brochure, information brochure, advertisements, etc.)

Ten Basic Responsibilities of Nonprofit Boards

1. DETERMINE THE ORGANIZATION'S MISSION AND PURPOSES 2. SELECT AND TERMINATE THE CHIEF EXECUTIVE3. SUPPORT THE CHIEF EXECUTIVE AND ASSESS HIS OR HER

PERFORMANCE4. ENSURE STRATEGIC PLANNING5. ENSURE ADEQUATE RESOURCES6. MANAGE RESOURCES EFFECTIVELY7. DETERMINE, MONITOR, AND STRENGTHEN THE ORGANIZATION'S

PROGRAMS AND SERVICES 8. ENHANCE THE ORGANIZATION’S PUBLIC STANDING9. ENSURE LEGAL AND ETHICAL INTEGRITY AND MAINTAIN

ACCOUNTABILITY10. RECRUIT AND ORIENT NEW BOARD MEMBERS AND ASSESS BOARD

PERFORMANCE

Legal Responsibilities

Duty of care: Be diligent and act prudently.

Duty of loyalty: Act in good faith and not allow personal interests to override responsibility.

Duty of obedience: Adhere to the mission and policies of the Organization

Board Officers

Board Chair – provide leadership to board members. Chair Board meetings.

Secretary – maintain the Board’s minutes and other pertinent documents.

Treasurer – maintain the financial records, approve expenditures and produce financial reports. (CPA or seasoned accountant)

Board Committees

FinanceProgramMarketingFundraisingNominating

Chief Executive Officer Role

Hiring and terminating staffManagement of day to day operationsAssure that staff receive proper training Providing accurate, timely information and reports

to the BoardSupporting Board CommitteesFundraising Make the most of all resources, financial, human

resources and equipment

Keeping Your Board Motivated

TrainingRecognition – say thank you oftenMatch task with skill setsBuild team spiritRecruit diverse board members

Role Conflict: Executive Dir. VS Board Member

VIDEO Case Study: Balancing the Board and Staff.Three common areas where board and staff need to

work together to get the job done right: Budget and Finance, Fundraising and Strategic Planning.

Which task are primarily for the Board or the staff?

Resources

www.BoardSource.Comwww.gcn.orgStarting and Running a Nonprofit by Joan M.

HummelFaith-based Management by Peter Brinckerhoff