nys tesol - october webinar 2014
TRANSCRIPT
@hduckworth
Boardology: The Art & Science of Board
Leadership
Holly Duckworth, CAE, CMP
@hduckworth
Leadership Solutions International
Leadership is the art of getting things done thru
inspiring other people.” Holly Duckworth, CAE, CMP
www.leadershipsolutionsintl.com
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Use this as a place to learn and grow.
An effective board of directors:
___EDUCATES____, ___________ and
___________________ and _________ how to achieve the organizations goals.
An effective board of directors:___EDUCATES____, ___CONNECTS____ and
___________________ and _________ how to achieve the organizations goals.
An effective board of directors:
EDUCATES, CONNECTS
______INSPIRES________ and _________ how to achieve the organizations goals.
An effective board of directors:
EDUCATES, CONNECTS
INSPIRES and ___DECIDES____ how to achieve the organizations goals.
Everything about our associations is changing. You may be running the race
for relevance, or looking at your association in unorthodox ways... but, at
the end of the day it comes down to leading people.
Is it time to panic?
Carpe DiemSeize the day!
Collective Expertise
First Things First
Start With The Truth
@hduckworth
What Now?
This is business, not a club
Role of Board
Governing Documents
Business Plan
Staff conversation for future
Lack of understanding of roles
Paying for things that should have been volunteer (slippery slope)
Fear of change
Doubt right people/staff, positions
Stuck in history
What got you here won’t get you there
Role of the Board of Directors
Questions to Ask Yourself & Your Board
Am I committed to the mission of the organization?
Can I contribute the necessary time to be effective?
Am I comfortable with the approach to fundraising?
Can I place the organization’s purposed and interests above my own professional and personal interests when making Board decisions?
Responsibility of Directors
Must know and understand the mandate of the organization
Must be familiar with those whom they serve (i.e. the members)
Must be transparent in their operations
Must develop appropriate policies and procedures
Must avoid conflict of interest
Responsibility of Directors
Must be fiscally responsible
Must implement assessment and control systems (i.e. for finance, strategic planning)
Must plan for succession and the diversity of the Board
Role of the Board
Communicate.
Listen. Seek to understand before you seek to be understood.
Speak! Don’t be afraid to be understood.
Question? This leads to greater understanding and better decisions.
Make decisions based on situation not personality; avoid all appearance of conflict of interest
Role of the President
The President is the facilitator. They do not control the discussion or mandate policy. The main role is to ask
questions and listen.
They are the official spokesperson for the association, unless they choose to designate someone else.
President
The President shall serve as chairman of both the Board of Directors and the Executive Committee. The President shall also serve as a member, ex-officio, with right to vote on all committees except the Nominating Committee.
At the Annual Meeting and at such other times, the President shall communicate to the members such matters and make such suggestions that will promote the welfare and increase the usefulness of the association.
The President shall perform such other duties as or as may be prescribed by the Board of Directors.
Role of the President Elect
Preside at all meetings in the absence of the President
Work with officers to ensure chapter minimum standards are met
Develop leadership succession planning strategies for chapter
Other duties that may be delegated by the President and/or the Chapter Board of Directors
VP Communications
The Vice President Communications shall oversee the chapter communications.
Timely and newsworthy information to membership
Production of Newsletter, directory and website
All written communication internally and externally
The Vice President of Communications shall also ensure that all written communications follows the chapter Strategic Plan currently in place.
The Vice President Communications will report at all meetings of the Board of Directors and at other times when called upon by the President
VP Education
Oversee the educational offerings of the Chapter, to include program planning and educational alignment with the MPI strategic plan.
Oversee registration, logistics, content and speaker sourcing for all meetings.
Oversee any regional education conference, leadership institutes, the Women’s Leadership Initiative, CMP/CMM programs, the Multi-cultural Initiative, and any new programs that MPI initiates.
The Vice President Education will report at all meetings of the Board of Directors and at other times when called upon by the President.
VP Membership
New member recruitment, new member orientation, member recognition programs, scholarships and Chapter retention.
Access membership reports including new members and retention from the MPI database
Report at all meetings of the Board of Directors and at other times when called upon by the President.
VP Finance
Oversee the Chapter's funds and financial records
Oversee collection of all funds and/or assessments;
Establish proper accounting procedures for the handling of funds;
Responsible for keeping the funds in such banks, trust companies, and/or investments as are approved by the Executive Committee.
The Vice President Finance shall report on the financial condition of the Chapter at all meetings of the Board of Directors and at other times when called upon by the President.
Role of Immediate Past President
The Nominating Committee Chair, ensuring compliance and support of chapter bylaws and policy
Assist with the Chapter of the Year (COTY) preparation as needed
Other duties that may be delegated by the President and/or the Chapter Board of Directors.
Role of Board Members
Keep the best interests of the membership and of the organization in mind.
Support decisions once they are made. Your time for questioning is during the meetings.
Be fiscally responsible.
Role of Staff
Implement the Direction Set by the Board
Empowered to make financial decision as set in the framework of the budget
Knows and implements policies as set by the board
Maintain and be the voice of history for the organization gently reminding board of Polices & Bylaws to guide them in decision making
May be to take minutes and notes of meetings
Role of Staff is NOT
Micro managed decision making
Question decisions made
Association Management Firm
Smith Bucklin
Kellen
Other Staffing Options
Duty of Care
Directors’ fiduciary duties can be divided into two main branches:
a) the duty of care; and,b) the duty of loyalty.
The duty of care imposes on directors a duty ofcompetence or skill – i.e., a requirement to act with acertain level of skill; and a duty of diligence. The dutyof skill and diligence must be performed to a certain“standard of care”.
Duty of Loyalty
The duty of loyalty requires that a director
act honestly and in good faith in the best interests of the corporation. Among other implications, it means that a
director is not allowed to profit from his or her office (the “no profit rule”) and must avoid all situations in which
his or her duty to the Corporation conflicts with his or her interests (the “no-conflict rule”).
Conflict of Interest
An apparent conflict of interest occurs when the answer to the following question is "yes":
Would a reasonably informed person perceive that the performance of the director's duties and responsibilities
could be influenced by their financial or material interest?
Conflict of Interest
Occurs when: a board member diverges from the associations’s
professional obligations to a private interest involving actions that are determined by personal or financial gain
a board member acts in a position of authority on an
issue in which they have financial or other interests
Examples: Conflict of Interest
Directors could be in conflict of interest if they offer services to the association on whose board they serveeven if the charge for these services is at or below the market value.
A board member who has check writing/signing authority is responsible for paying invoices from a relative or business partner even for legitimate services
Liability of Directors
Directors are responsible for breaches of their fiduciary duty to the corporation. They can be held personally
liable for breaches of statutory provisions that impose responsibility on them as directors.
Directors are liable for the crimes that they commit themselves, even if committed while executing their
responsibilities as a director.
Liability of Directors
Directors are usually not personally responsible for the contracts they sign on behalf of the organization as long as
they have the legal right to do so.
Liability of Directors
Directors can be held personally responsible for scenarios that include unsafe venues, the inappropriate actions of
volunteers (for example, libel and slander in an organization’s communication vehicle, such as a newsletter
or website), or the inappropriate use of organizational funds.
Liability of Directors
Directors can be held personally responsible for acting outside their authority, for example, by signing contracts
when they are not empowered to do so.
They may also be held responsible for the improper use of member record information.
NYS TESOL
Bylaws
You have one set of Bylaws as–Association Minimum Bylaws
These are the rules by which you operate, your “constitution”
Bylaws
Bylaws govern:
What you are called Where you operate (state/province/country)
What your objectives are
Who can be a member and member responsibilities
Bylaws
Bylaws also govern: Meetings Voting
Quorum Procedure
Elections Your governance structure
Board of Directors Executive Term of office Removal of Board members
Bylaws
Specific Committees
Nominations
Finance
Financial Operations
Dissolution of the organization
Where are your policies? I think they are what you all bylaws
Consider updating -
NYS TESOL
The Only Reason to have a Board Meeting is:
To set Policy for the Association
Board Meetings Should:
Be no longer than 1 hour in length
Should be strategic in nature
All “action” should be made in the form of a motion and submitted in writing 1 week prior
The Perfect Board:
Believe in Your People
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Volunteers need to know they are part of something bigger
Next Generation Volunteers
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Tips to Volunteer Recruitment
@hduckworth
Give them ownership
Give them something meaningful to do
Demonstrate for them how what they do makes a difference to the organization
Make it easy to volunteer
Keep task sizes manageable
Have regular committee meetings
Secrets to Retain Volunteers?
Work on a cause that means something to you
Consider sills you have to offer
Do you want to learn something new
Combine goals
Don’t over commit
Think family
I never thought of that vs. that will never work
7 Tips on Successful Volunteerism
Ongoing Appreciation
Document your Plan Simply and Clearly Now
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Business Plan: After
I’m optimistic about…
The more I surrender and bring more people to the table the more power and influence I actually have.
Tim Reese, Executive Director
CA/NV Community Action Partners
Gratitude
SIMPLIFY EVERYTHING
WHY ARE YOU HERE
You are working your volunteers to hard
Your staff roles are unclear and not effectively use
HOW - You need a strategic plan for 2015
WHAT – Will you do?
NYS TESOL Considerations
NYSTESOL
advances professional expertise in English language teaching and learning for speakers of other languages in the New York area.
Vision:
Vision
Who’s on the team – yes I know elections end soon.
Sort out paid staff
Next Steps:
“The best-kept secret of successful leaders is love; staying in love with leading, with people who do the work, with what their
organizations produce, and with those who honor the organizations by using it’s
products and services.”
Kouzes & Posner
The Leadership Challenge
@hduckworth
Thank you
Holly Duckworth, CAE, CMP Leadership Solutions International
@hduckworth