5/20/2014. Nonprofit Boards. What they do How they are structured How to develop them. Executive Service Corps of Chicago

Transcription

1 Nonprofit Boards What they do How they are structured How to develop them by I.F. Miller Executive Service Corps of Chicago 1

2 Duties of a nonprofit Board member Duty of care Duty of loyalty Duty of obedience 2

3 Duty of care The Board is the fiduciary of the organization, with the responsibility to care for the assets of the organization. A nonprofit Board member must exercise care in all dealings with the nonprofit. That means s/he must stay informed about what is occurring s/he must attend Board meetings, read documents, met with staff, & ask questions whenever something is unclear. 3

4 Duty of loyalty A nonprofit Board member must pursue the interests of the organization even when those interests conflict with their own interests. 4

5 Duty of obedience A nonprofit Board member must act to support the mission of the organization. If s/he disagrees with the mission or its consequences, s/he must act to get the organization to revise the mission. If s/he is unsuccessful, s/he must either act to support the mission or resign. 5

6 Responsibilities of the Board 1. Determine mission 2. Select, support and evaluate the ED (for very small organizations, the Board President may be the ED) 3. Approve and monitor programs and services 4. Ensure adequate resources 5. Ensure effective fiscal management 6. Engage in strategic planning 7. Select and orient new Board members 6

7 Responsibilities of the Board 8. Understand relationship between Board and staff 9. Enhance the organization s public image 10.Operate efficiently 11.Ensure sound risk management policies 12.Ensure that succession planning is in place for the Executive Director 13.Ensure there is a 990 produced annually 7

8 Structure of the Board Minimum of three members Typical size up to twelve members Officers comprise: President Vice President (often President Elect) Secretary Treasurer 8

9 Committees of the Board Executive Committee (Officers & Committee Chairs) Governance Committee (recruitment, Board materials, orientation of new members, etc.) Internal Affairs (finance, human resources, facilities, etc.) External Affairs (fundraising, public relations, marketing, etc.) 9

10 Board Governance Board members receive no compensation Board members typically serve 2 3 year terms, may be re elected no more than twice Each Board member serves on at least one committee No Board member can occupy more than one officer position Executive Director is typically NOT a Board member (except in very small organizations) 10

11 President Duties of Board officers oversees Board affairs establishes search committees (Board & ED) prepares the agenda (with the ED) and presides at Board meetings appoints Board committee chairs provides regular reports on Board activities represents the organization in all external activities (with the ED) 11

12 Vice President Duties of Board officers often is the President Elect acts as the President in his/her absence carries out particular duties as assigned by the President or the Board (e.g., as committee liaison) 12

13 Treasurer Duties of Board officers manages the Board s financial responsibilities prepares financial status reports for the Board and for external agencies chairs the finance committee conducts or arranges annual audit 13

14 Secretary Duties of Board officers provides notices of Board meetings takes minutes at Board meetings manages Board correspondence collects, maintains & distributes committee reports maintains Board archives and ensures their accuracy 14

15 Liabilities of Board officers Board officers may be personally liable for such events as: Lawsuits alleging bodily injury, termination or discrimination Financial mismanagement Nonprofits often carry liability insurance to cover such problems 15

16 Conduct of Board meetings Board should meet at least quarterly Agenda is distributed at least 2 weeks in advance, including any reports to be acted upon Quorum of at least 50% is required Robert s Rules of Order should be used 16

17 Conduct of Board meetings President presides Secretary reads minutes of previous meeting, President asks for approval ED reports, asks for action as necessary Committee chairs report Board acts on agenda items by majority vote Old business, new business, adjournment 17

18 Hallmarks of an effective Board Clear about roles and responsibilities Focuses on time and attention on important issues Restructures Board work to get important things done Views Board composition as strategic Uses evaluation to learn, not criticize 18

19 Hallmarks of an effective Board Has confidence to take risks Has constructive relationship with staff Open and honest communication Works together as effective corporate unit 19

20 Selecting Board members 1. Whom do we have? 2. Whom do we need? 20

21 Whom do we have? Age range Diversity Revenue generation (wealth, access to wealth, annual contribution) Service to organization (Board officer, committees, fundraising, program volunteer) Years on Board 21

22 Whom do we need? Interest and passion Reside, commitment in the community served Diversity Wealth and access to wealth 22

23 How to find Board members Members find members Who do we know that fits our needs? Who knows them? Who is willing to approach them? 23

24 How to find Board members Post an ad in your newsletter or on free websites:

25 How to find Board members Invite a group of people with the characteristics you want to a lunch meeting where you will tell them about the organization and ask their help in recruiting Board members. Ask them for names (if they want to volunteer themselves, that s great) 25

26 How to find Board members Promote from the ranks (volunteers, staff members, facilitators, etc.) Swap Board members with other local organizations with related missions 26

27 Best Practices for getting things done Mission and vision the Board supports A strategic plan that is mission driven A financial plan that will provide resources Compliance with legal, human resources, fiscal and management requirements Working partnership between the Board and Executive Director 27

28 Best Practices for getting things done An engaged Board Efficient committee structure Effective meetings Regular evaluation A communications and marketing plan that promotes the organization s mission, programs and services 28