HUMANE SOCIETY OF WELD COUNTY BOARD OF DIRECTORS HANDBOOK

Transcription

1 HUMANE SOCIETY OF WELD COUNTY BOARD OF DIRECTORS HANDBOOK

2 TABLE OF CONTENTS Introduction 3 Board/Staff Partnership 3 Board/Executive Director Relationship 4 Governance 6 Board Responsibilities 7 Job Descriptions 12 Strategic Planning 14 Financial Management 16 Legal Responsibilities 17 2

3 INTRODUCTION: Welcome to the Humane Society of Weld County (HSWC). Board members can be tremendous sources of leadership, assistance, support and inspiration for staff, volunteers, patrons, and anyone who cares for animals. The board helps keep organizations focused by providing vision, raising money and gathering public support for the agency s mission. Directors are given the public trust to act in the best interest of the animals and are a vital link between communities and the HSWC. All too often the board experience is not satisfying and is frustrating to both board members and staff. Board members are often unsure of how to be effective or what their role is in the organization. In their efforts to be productive board members get burned out by too much responsibility and too much work; in contrast, board members may also feel irrelevant and ignored. Staff sometimes complains of the board micromanaging, interfering and usurping the knowledge and experience of the staff. On the other hand, staff may feel that the board isn t supportive, is ineffective or not doing its share of the work, particularly in terms of fundraising. In the meantime, the number of animals intaken, adopted, redeemed and euthanized remain flat. Promising programs fail to attain significant results to advance the mission. To this end and to be successful, we need stronger organizational capacity. Board s should evaluate the organizations operational environment as well as their organizational and individual competencies and then develop strategies that empower them to assume leadership roles. We can achieve success in our mission, To promote the humane treatment of animals through care, advocacy, and education if we view change as an opportunity to continuously improve our capacity to serve the animals. This manual will serve as a guide for directors and is designed to provide the foundation for a positive and productive board experience. We sincerely appreciate your commitment to The HSWC and look forward to utilizing your strengths and abilities to help the animals in our care. THE BOARD/STAFF PARTNERSHIP: The board/staff partnership is most effective when a strong board is combined with a strong staff. This enables the organization to work collectively to improve animal welfare in our community. And, as with any ongoing relationship, when challenges arise in the partnership, strong people who care more about the cause than themselves can find ways to amicably resolve issues. Conversely, if one side is weak, the other side cannot fully compensate. An executive director, no matter how qualified or knowledgeable, can accomplish as much in the 3

4 community as the full power of the entire board. Nor can a committed board operate programs, be as knowledgeable on industry issues, or maintain proper supervision, as the executive director. To this end, there are three underlying principles for the board: The board s main responsibilities are to govern and to act as supporters of the organization; The staff s responsibilities are to deliver the programs and to manage the business of the agency; Strengthening each of the partners is as important as clarifying the partnership agreement. These principles are only a starting point for a complex relationship that will develop from the skills and personalities of the people involved. Also consider the number of people involved in an organization and combined with the passions and emotions of animal welfare, this relationship presents its challenges! By recognizing these obstacles, we are in a unique position to learn and overcome these bumps in the road so we can be fully productive in helping animals. RELATIONSHIP BETWEEN THE BOARD and the EXECUTIVE DIRECTOR: No single relationship in the organization is as important as that between the board and its executive director. Probably no single relationship is as easily misconstrued or has such dire potential consequences. That relationship, well-conceived, can set the stage for effective governance and management. John Carver, from Boards that Make a Difference As a general rule, nonprofit boards primarily govern and staff primarily manages. This suggests that a board provides counsel to management and should not get involved in the dayto-day activities of the organization. Unfortunately, confusion and tension can arise when this rule is put to use practically, because the distinction between management and governance is not absolute. For this rule to work effectively, each party in this relationship needs to understand its own responsibilities and those that fall in the other s purview, and the way in which the board and staff conduct their business needs to reflect this understanding. Clear expectations for the board and executive director need to be established and maintained, because a board that is overly active in management can inhibit the organization s effectiveness. Directors have very specific duties that are distinct from those of the Executive Director. Board members have fiduciary responsibilities and they are required to act within their authority primarily for the organization s benefit. Directors do not have power or authority individually. A board s decision-making ability lies in its group structure. While at times an individual board member may become extensively involved with one particular program area and be working with staff, this is usually temporary. 4

5 Nonprofit boards generally have the duties of selecting and working with the executive director, amending bylaws, approving the annual budget and long-term strategic plans, and ensuring its own succession. Either through bylaws or board directives, committees are often established to accomplish the organization s goals and to assist management in policy formation and strategic planning. These committees usually consist of finance, fundraising and planning functions. Ultimately, the ideas and actions of the Executive Director, perhaps more than the will of the board, influence the nature of the dynamic that characterizes this important relationship. Because the Executive Director helps to determine which issues the board will address and assembles the information that shapes the discussion, the ED can guide the board towards a true governance role. The following represents two specific methods the ED can take to help the board govern more and manage less: 1) Use a comprehensive strategic plan that has been developed in conjunction with the board and provide regular progress reports. This can be a useful tool for the board as it develops its own annual work plans, and will keep the board focused on the long term goals and mission of the organization. Regular reports based on this plan will keep board members apprised of progress toward organizational goals, and provide part of the basis for evaluation of the ED. 2) Provide the board with relevant materials before board meetings, and explain why the materials are coming to the attention of the board. This allows board members to understand specific agenda items and how they relate to the organization s larger mission, and what kind of action or discussion of the board is desired. This again allows the board to stay focused on the larger issues and refers to set policies that define the limits of the board s decision-making power, and invites dialogue amongst members that leads to consensus building. GOVERNANCE Responsibilities of Boards of Directors: Ensure the board stays in compliance with laws and regulations for nonprofit corporations. Ensure the organization uses its resources towards fulfillment of its mission. Determines the organization s mission, objectives, strategies and program priorities. Hire the executive director to manage the organization. Safeguard assets from misuse, waste or embezzlement. Individual Board Member Responsibilities: Be committed to the mission of the organization. 5

6 Attend all board and committee meetings and functions, ask questions, take responsibility and follow through on a given assignment. Be accessible and available. Be knowledgeable about the organization purpose, objectives, programs, operations, finances, policies, challenges and community needs. Develop certain skills (if you do not already possess them) such as to cultivate and solicit funds, cultivate and recruit board members and other volunteers, read and understand financial statements. Bring special talent, skills and abilities to the organization, be able to problem solve. Review agenda and supporting materials prior to board and committee meetings. Serves on committees and offers to take on special assignments. Makes a personal, financial contribution to the organization. Utilizes resources for the good of the organization (i.e., financial, technical and personal acquaintances, open doors in the community). Keeps up-to-date on developments in the animal sheltering field. Follow conflict of interest and confidentiality policies. Refrain from making special requests or meddling in day-to-day management of the staff. Understand the distinction between the board s role as policy maker and the ED s role as policy implementers. Make sure the board is carrying out its fiduciary responsibilities. Be flexible with ideas and demonstrate a willingness to listen to others and compromise. Evaluate personal and organizational performance. Strives for excellence in all aspects of the organization. Personal Characteristics: A good board member should have the ability to listen, analyze, think clearly and creatively, work well with people, individually and in groups. Directors should be honest, sensitive to and tolerant of differing views, be friendly, responsive and patient. Additionally, one should have personal integrity, a developed sense of values, concern for your non-profits development and a good sense of humor. From the National Center for Nonprofit Boards. TEN BASIC RESPONSIBILITIES OF NONPROFIT BOARDS Determine the Organization s Mission and Purpose: A statement of mission and purposes should articulate the organization s goals, objectives and community served. It is the board of director s responsibility to create the mission 6

7 statement and review it periodically for accuracy and validity. Each individual board member should fully understand, support and be fully committed to it and the organization. Select the Executive Director: Boards must reach consensus on the executive director s job description and undertake a careful search to find the most qualified individual for the position. Support the Director and Review His/her Performance: The board should ensure the ED has the moral and professional support he or she needs to further the goals of the organization. The ED, in partnership with the entire board, should decide upon a periodic evaluation of the ED s performance. Ensure Effective Organizational Planning: As stewards of an organization, boards must actively participate with the staff in an overall planning process and assist in implementing the plan s goals. The board is responsible for the creation of policy and overseeing its effective implementation. A board member does not micro-manage. Ensure Adequate Resources: One of the board s primary responsibilities is to provide adequate resources for the organization to fulfill its mission. The board should work in partnership with the ED and development staff to raise funds from the community. Manage Financial Resources Effectively: The board, in order to remain accountable to its donors, the public, and to safeguard its taxexempt status, must assist in developing the annual budget and ensuring that proper financial controls are in place. Determine And Monitor The Organization s Programs and Services: The board s role in this area is to determine which programs are the most consistent with the organization s mission, and to monitor their effectiveness. Enhance The Organization s Public Image: An organization s primary link to the community is the board. Clearly articulating the organization s mission, accomplishments, and goals to the public, as well as garnering support from important members of the community, are important elements of a comprehensive public relations strategy. Serve As A Court of Appeal: At times, the board must serve as a court of appeals in personnel matters. Solid personnel policy grievance procedures and a clear delegation to the ED of hiring and managing employees will reduce the risk of conflict. Assess Organizational Performance: 7

8 By evaluating its performance in fulfilling its responsibilities, the board can recognize its achievements and reach consensus on which areas need to be improved. Discussing the results of a self-assessment at a retreat can assist in developing a long-range plan. Board Structure: Every board has a fundamental responsibility for setting policies, fiscal guidance and ongoing governance. The board should regularly review policies and procedures, programs and operations. The National Charities Information Bureau states a board should have: An independent, volunteer membership; A minimum of five voting members; An individual attendance policy; Specific terms of office for its officers and directors; In-person, face-to-face meetings, at least twice a year, with a majority of voting members in attendance at each meeting; No fees to members for board service, but payment may be made for costs incurred to attend meetings; No more than one paid staff member, usually the ED, who shall not chair the board or serve as treasurer; Policy guidelines to avoid material conflicts of interest involving board or staff; A policy promoting pluralism and diversity within the organization s board, staff and constituencies. Effective Board Organization: The term board organization encompasses a variety of tasks, from routine matters such as preparing a schedule of board meetings to actions with broader consequences such as development of policies. Much of the confusion concerning board responsibilities is the misperception about what the board should do as a group and what individual board members should do. The following should help clarify these roles: Prepare a written job description for individual board members; Develop an annual schedule of meetings, determined a year in advance; Have prepared reports, including an agenda, to all members at least one week prior to each board meeting; Have a calendar of events based on the fundraising plan; Maintain complete and accurate minutes of all meetings; Keep meetings brief and well-focused. Each board member should serve on at least one committee; Acknowledge board members accomplishments and their contributions in a variety of ways (i.e., newsletter, handwritten thank you notes, at meetings, in minutes). Committees: 8

9 The primary way effective organizations take on larger, time consuming responsibilities is by delegating the preliminary work to committees. Board meetings are not an appropriate venue for tasks that require time consuming analysis and extensive research. The role of a board committee is to prepare recommendations for the board. Although the full board is responsible for the decision, they take into account the research, knowledge and thoughtfulness of the committees. Every board member should serve on at least one but preferably no more than two committees. Current committees of the HSWC consist of Finance, Strategic Planning, Board Development, Public Speaking and the Executive Committee. Evaluation Checklist for Board Members: Boards should evaluate themselves annually to determine effectiveness and to gauge progress of the organization. Evaluations are your greatest management tool for progress. The following is a checklist for board members to consider in its review: Programs: Do you know the mission of your organization? Do your current programs relate to the mission? Are you committed to the mission of the organization? Have you visited the organization? Do you regularly review and evaluate the organization s strategic plan? Financial Status: Is the financial condition of the organization sound? Did you discuss and approve the annual budget? Do you regularly receive financial reports? Do you have enough time to review financial reports? Structure of the Board: Do you feel your opinion matters? Were you made aware of your responsibilities and that of the board? Were you given a description of board committee functions and responsibilities? Have you had time to meet other board members and talk informally? Were you made aware of the board s policy on conflicts of interests? Were you informed of the organization s policy on directors and officers liability coverage? Board Members: Did you contribute the time necessary to be an effective board member? Did you place the organization s purposes and interests above your own professional and personal interests when making decisions as a board member? What ways have you contributed as a board member? 9

10 Did you receive a good orientation to the organization and to the responsibilities of board service? Do you think you or the board needs more training and development and if so, what training would you recommend? Are you comfortable with the approach and tone of the organization s fund-raising efforts? What specific amount were you responsible for raising? Did you participate in fundraising activities and events? Did you give/support the organization in an amount that you re comfortable with? How do you think the board can improve? Board Relationship Are you satisfied with the performance of the ED and staff? Are you satisfied with the performance of the board president? Do you think board members and staff work well with each other? Do you receive newspaper or magazine articles, newsletters, brochures, or other publications about the organization? Duties of Board Members: Planning: Approve the organization s goals and review management s performance in achieving them; Annually review and approve the new fiscal budget; Approve major policies and procedures; Review the strategic plan and assess funding needs to meet its objectives. Organization: Elect, monitor, appraise, advise, support, reward and, when necessary, change top management; Assure that management succession is properly being provided; Approve appropriate compensation and benefit policies and practices; Annually approve the performance review of the ED and establish his/her compensation based on recommendations from the executive committee and President of the board. Annually review the performance of the board and look to continually improve. Operations: Review the results achieved by management as compared with annual and long-range goals and trends within the animal welfare industry; Be certain that the financial situation is sufficient to meet current and long range needs; Provide candid and constructive criticism, advise and comment; 10

11 Approve major actions such as capital expenditures, major program and service change; Transparency: Be assured that the board and its committees are adequately and currently informed; Ensure that published reports properly reflect the operating result and the financial condition of the HSWC; Ensure that management and the board have established appropriate policies to define and identify conflicts of interest; Appoint independent auditors as needed; Review compliance with laws and PACFA regulations affecting the HSWC; JOB DESCRIPTIONS FOR OFFICERS: President of the Board: Function: Assure the Board of Directors fulfills its responsibilities for governance; See that orders and resolutions of the board are put into effect; Work in partnership with the ED to achieve the mission; Optimize the relationship between the board and management; Represents the board and agency in the community; Presides at meetings of the board; Ensures the board functions effectively, interacts appropriately with management, and board members fulfill their duties; With the executive committee, develops agendas for board meetings; With the ED serves as ex-officio member of all committees; Calls special meetings if necessary; Oversees searches for a new ED; Coordinate ED s annual performance evaluation; Manages concerns regarding the board and to the ED, concerns the board or other stakeholders may have; Coordinate periodic board assessment with the ED; Acts as an alternate spokesperson for the organization; Periodically consults with board members on their roles and help them assess their performance. Vice President of the Board: Function: Act as President in his/her absence; 11

12 Attend all board meetings; Serve on the executive committee; Carry out special assignments as requested by the board president; Understand the responsibilities of the board president and be able to perform those duties in the president s absence; Participate as a vital part of the board leadership. Secretary of the Board: Function: Serves on the executive committee Manage the notice of all board meetings; Manage the logistics of all board meetings; Manage the annual meeting; Facilitate the election of officers; Attend all board meetings; Record minutes of board meetings; Prepare meeting minutes for vote at board meetings; Sign, along with the board president, all board minutes; Facilitate any intraboard communications; Advise the board on its roles and responsibilities; Facilitate board member orientation; Maintain all corporate documents and records; Assume responsibilities of the president in the absence of the board president and vice president; Writes or signs official board letters; Serves as an authorized signature on bank accounts and legal documents. Treasurer of the Board: Function: Serve as financial officer of the organization and as chairperson of the finance committee; Serves on executive committee; Ensures accurate financial records are kept; Manage, with the finance committee, the board s review of and action related to the board s officer in developing and implementing financial system and procedures; Works with the ED and business manager to ensure that appropriate financial reports are made available to the board on a timely basis; 12

13 Assists the ED and business manager in preparing the annual budget and presenting the budget to the board for approval; Oversees the audit and answers board members questions concerning the audit. Board Member: Function: Attends all board meetings and important related meetings; Actively participates on at least one committee; Volunteers for and willingly accepts assignments and completes them thoroughly and on time; Stays informed about committee matters, prepares themselves for meetings, and reviews and comments on minutes and reports; Gets to know other board/committee members and builds cooperative working relationships that contributes to consensus; Is an active participant in the organization s evaluation and planning efforts; Actively participates in fundraising for the organization and gives/supports at a level significant to the director. Executive Director: Function: The ED is accountable to the board of directors; Acts as a liaison/advisor to the board and represents the organization to the public, government and other organizations; Responsible for supervision, negotiation, fundraising, education and strategic planning formulation; Implement the policies established in the operating/strategic plan and supervise performance to achieve the organization s goals and objectives; Provide information to the board for decision making; Listen to community concerns, answers questions on policies and practices, and explain the organization s position on issues Strategic Planning: Strategic Planning is the formal process of setting goals, objectives, developing actions plans, and monitoring results to achieve the mission of the organization. Strategic planning is a management tool that is used to help an organization do a better job-to focus its energy and to ensure members are working towards the same goals. The process is strategic because it 13

14 involves preparation in response to the changing dynamics of the organization and its environment. Because it is impossible to do everything that needs to be done in this world, strategic planning implies some organizational decisions and actions are more important than others-and that much of the strategy lies in making the tough decisions about what is most important to achieving organizational success. The Process of Strategic Planning 1. Strategic planning is a commitment 2. Strategic planning is a process 3. The purposes of strategic planning are: a. To ensure survival through increasing size and profitability b. To better align the enterprise with its environment. 4. Begin with a self-study a. What is the current mission (direction and purpose)? b. Is the current direction the desired direction? c. What is the ability of the enterprise to change? 5. Must conduct 2 comprehensive analyses to develop a SWAT analysis a. External analysis. Identify major stakeholders, competition (if any), bench-mark programs, opportunities and threats for each external environment (societal, economic, legal/regulatory, technological, ecological, international). b. Internal analysis. Financial (Income statement, balance sheet, cash flow statement); Identify how cash is generated. Marketing (How do you market your products/services)? What can you learn from competitors/parallel services? Human Resource Management. What are the strengths/weaknesses of current staff/governance? What would an ideal staff look like? Management: What are the assets/liabilities of the enterprise s leadership? What are the assets/liabilities of the enterprise s governing body? c. Strengths/Weaknesses summation d. Do a cross-impact analysis. 6. Revisit the ideas of mission-purpose and direction-write a new mission statement. 7. Define a list of long-term goals goals that will help assure long-term survival. 8. Do a cross impact analysis against the SWOT analysis. 9. For the most crucial goals, develop long-term strategies. 10. Do a cross impact analysis against the SWOT analysis. 11. Select a final set of long-term strategies. 12. Write short term goals that fit into the long-term strategies. 13. Assign goals to persons or groups for accomplishment on a yearly basis. 14. At the end of the year, revisit the goals to see if short-term goals are meeting expectations. 14

15 a. If so, continue the plan. b. If not, be prepared to alter any/all of the process c. Don t be discouraged this is a learning process d. A learning organization is always more healthy and competitive. 15. Go through the entire process again in 5 years regardless. Mountain States Employer s Council Values That Support Successful Strategic Planning: Successful strategic planning is a key part of effective management and includes the following: Leads to action; Builds a shared vision that is values-based; Is an inclusive process in which board and staff take on shared ownership; Accepts accountability to the community; Is sensitive to the organization s community; Is based on quality data Requires openness to questioning the status quo. Strategic Thinking and Strategic Management: Strategic planning is only useful if it supports strategic thinking and leads to strategic management: this is the basis for an effective organization. There are five key requirements about strategic thinking to assess whether or not an organization is doing the right thing : A definite goal is in mind; An understanding of the environment, particularly of the forces that affect or impede the fulfillment of that purpose; Creativity in developing effective responses to those forces; Creation of an organizational structure which will deploy resources to successfully carry out its strategic plan; Attention to the big picture and a willingness to adapt to changing circumstances. The concept of strategic planning implies managing day to day and month to month, in a way that focuses on the most important decisions and actions. This requires a big picture mentality and how the priorities fit into that plan. This concept also incorporates the assumption that the environment is always changing: thus, strategic management requires ongoing reassessment of current plans in light of long term priorities. The 2014 strategic plan is included in this document. FINANCIAL MANAGEMENT: 15

16 Ensuring the financial integrity and accountability of a nonprofit organization is the most important board responsibility. In its role as representative of the community, board members must safeguard the assets of the organization and assure the public that funds are used efficiently and as donors have designated in pursuit of the agency s goals. Where this is a paid ED, many of the tasks are delegated through this executive to a financial staff person. The board treasurer works with the finance committee and is the primary person charged with stewardship of organization funds. The treasurer, along with the finance committee, directs the accounting process and participates in developing and revising the budget. The financial staff manager should: Anticipate financial problems; Maximize the use of financial resources; Ensure compliance with tax laws and funder requirements; Provide meaningful information to program managers; Develop, implement, and revise a system of internal controls. Sound fiscal policy should provide for careful, periodic review by board members and by independent accountants. Procedures such as a dual signature requirement on all bank accounts, periodic review of monthly statements by the board and an annual independent audit are highly recommended to protect charities against fiscal management and embezzlement. At minimum the board of directors should review the organization s financial conditions monthly. LEGAL RESPONSIBILITIES: According to well-established principals of nonprofit corporation law, board members must meet certain standards of conduct and attention in carrying out his or her responsibilities to the organization. These standards are usually described as the duty of care, the duty of loyalty, and the duty of obedience. Duty of Care: Duty of care means acting with the same care, as a reasonably prudent person would exercise under similar circumstances, in good faith, and in a manner reasonably believed to be in the best interest of the organization. Duty of Loyalty: Duty of loyalty means not engaging in activities that would injure or take advantage of the organization. It is a standard of faithfulness: a board member must give undivided allegiance when making decisions affecting the organization. Stated another way, a board member can never use information obtained as a member for personal gain or self-benefit, but must act in the best interests of the organization. Duty of Obedience: 16

17 Duty of obedience means a board member must follow federal and state statutes and contractual agreements. The duty of obedience requires board members to be faithful to the organization s mission. They are not permitted to act in a way that is inconsistent with the central goals of the organization. A basis for this rule lies in the public s trust that the organization will manage donated funds to fulfill the organization mission. The following outlines some general guidelines based on the legal responsibilities of board members: Act at all times with the benefit of the organization and its charitable purpose in mind; Attend board and committee meetings and make sure your vote is recorded: a board member can be found liable for either supporting an act of the board or not opposing an activity even if he or she is not aware of the activity due to an absence from a meeting. Ensure that a written record of each board meeting is kept and approved; Disclose all possible conflicts of interest, abstain from voting when you feel there may be some conflict and avoid activities that will directly benefit you; Discourage business dealings between directors and the organization; Be familiar with organization bylaws and work to ensure they are followed; Make sure state and federal statutory regulations are met, including but not limited to: filing or annual information returns (Form 990), remitting withheld payroll taxes and employer-paid taxes, and submitting payroll reports; Stay informed! Review all program reports carefully; request and review regular and timely financial statements and other financial reports. Ask questions. Seek advice from competent experts such as lawyers, accountants, and other experts in their respective fields; See that the organization has written and up-to-date personnel policies, is in compliance with employment laws, and these personnel policies and laws are followed; Liability of Directors: Generally, directors of nonprofit corporations are usually not personally liable for the debts, liabilities or obligations of the organization. A director may be held personally liable to repay damages to the organization where he/she has breached a duty of care or loyalty to the corporation. A director s personal liability to third parties is very limited. A nonpaid director of a public benefit corporation who performs his or her duties in good faith, in a manner the director believes to be in the best interest of the corporation, and with reasonable care and inquiry, under the circumstances, has no personal monetary liability to the corporation in an action based on alleged failure to discharge the director s duties. This protection against liability does not apply to a director who engages in self-dealing. The HSWC does carry Directors and Officers Liability Insurance to protect the directors and organization. 17

18 Thank you for choosing to serve on the HSWC Board of Directors! The staff, animals and volunteers sincerely appreciate your commitment to the organization and look forward to fulfilling our mission: To promote the humane treatment of animals through care, advocacy and education. Appendix: 1. Board Member Code of Ethics 2. Board Member Contract 3. Bylaws 4. Conflict of Interest Policy 5. Strategic Plan 6. Volunteer Policy Much of the content of this handbook was taken from the Board of Directors Handbook by Bob Christiansen. 18