Redesigning Board Meetings: Increasing the Impact of the Board's Work

1 YWCA's of the Great Lakes Alliance Region Redesigning Board Meetings: Increasing the Impact of the Board's Work May 24, 2012 Presented by: Frank Martinelli GLA Capacity Building Consultant frank@createthefuture.com

2 Governance Committee Description General Purpose The purpose of the Governance Committee is to build and maintain a strong Board for the organization. The Committee will establish and drive a continuous improvement process in order to help the Board and individual Directors become more valuable as strategic assets of the organization, contributing to our long-term success. Appointments and Composition The members of the Governance Committee shall be board directors appointed by the President with the advice and consent of the Board in accordance with the By-laws. Responsibilities 1. Review the structure and size of the Board and the Board committees. Periodically, review with the Board the appropriate skills and characteristics required on the Board in keeping with the strategic direction of the organization. 2. Identify and consider candidates for Board membership. On behalf of the Board, assess the skills and experience of prospective Board members. Present candidates to the full Board for consideration. 3. Review the institutional and other affiliations of directors and director candidates for possible conflicts of interest. Investigate any potential conflict of interest involving a director and make a recommendation to the Board for resolution. 4. Keep up to date on developments in the corporate governance field. Annually review and assess the corporate governance practices of the Board and recommend any proposed changes to the Board for approval. 5. Plan Board education including new member orientation, education of Board members and Board retreats. 6. Plan training and education of the Board related to governance roles and responsibilities and with respect to bridging Board knowledge gaps 7. Conduct assessment/evaluation of the Board, the Chair, individual directors, including each director's self-assessment, and Board meetings/sessions 8. Evaluate and monitor governance structures and processes, including policy development and processes for Board monitoring/oversight of operations 9. Identify leadership development opportunities fro existing and potential Board members to maximize member's contributions. 10. Report to the Board of Directors at regular Board meetings in a manner determined by the Board. 11. Annually submit objectives as part of the planning and budgeting process. 12. Annually evaluate its work as a committee and the objectives it has committed itself to and report on same to the Board of Directors.

3 General Purpose Sample Executive Committee Description The Executive Committee is commissioned by and responsible to the Board of Directors to function on behalf of the Board of Directors in matters of emergency and in interim periods between regularly scheduled Board meetings. The Executive Committee shall have and exercise the authority of the Board of Directors provided that such authority shall not operate to circumvent the responsibility and authority vested in the Board of Directors by the By-laws, and any action taken is to be ratified by the Board of Directors at its first subsequent meeting. Appointments and Composition 1. The Executive Committee shall be composed of the President, Vice-President, Secretary, and Treasurer of the Board and one at-large member. 2. The Chair of the Executive Committee shall be the President of the Board of Directors. 3. The President, Vice-President, Secretary, Treasurer and one at-large member shall be elected in accordance with procedures set forth in the By-laws of the organization. Responsibilities 1. Meet with the Executive Director /CEO to draw up an agenda for meetings of the full Board of Directors. 2. Make decisions on behalf of the full board as needed which cannot wait for the full board or on matters delegated to the Executive Committee by the Board of Directors. 3. Maintain effective communication with the committees of the organization. 4. Coordinate the annual planning and budget process of the organization in conjunction with the Finance Committee and the Executive Director /CEO. 5. Annually review the performance of the Executive Director /CEO according to the procedures outlined in the Personnel Policies of the organization. (The Executive Director /CEO in turn, is responsible for the annual performance review of other staff.) 6. Respond to the call of the Board President or Executive Director /CEO for emergency meetings to deal with special problems between regular Board meetings per bylaws. 7. Annually submit objectives as part of the planning and budgeting process. 8. Annually evaluate its work as a committee and the objectives it has committed itself to and report on same to the Board of Directors. 9. Report to the Board of Directors at regular meetings of the Board in a manner determined by the Board. NOTE: It is important to make sure that the use of an executive committee doesn t create an inner board consisting of executive committee members, and an outer board consisting of those without as much influence and information. Such a development can result in the board not operating together as an effective team. The most positive roles an executive committee can play are to oversee goal setting and agenda development and to serve as a preliminary sounding board for the chair of the board and the Executive Director /CEO. However, the executive committee should not become a substitute for discussion of important matters by the entire board.

4 Governance as Leadership: Three Modes of Governing In Governance as Leadership, Richard Chait, William Ryan, and Barbara Taylor take two familiar concepts (governance and leadership), reframe them, and relate them in a manner that forces readers to think deeply and untraditionally about both. Our culture tends to think of both concepts individualistically governor and leader as individual actors. The authors force us to think of both communally. Only when we are able do that will our institutions have the capacity to utilize the multiple assets available to them and in turn become more vital. The authors remind us that our world and our institutions have become immensely more complex. For trustees, governing has become more complicated and can no longer be reduced to simple aphorisms like boards set policies and administrators implement or boards establish ends and management determines means. At the same time, board work is often highly episodic, undemanding, and unsatisfying. The authors reject the often suggested board renewal strategies develop a clear board structure and define the responsibilities and tasks of each board committee and member. Boards have to be engaged in meaningful, challenging, and provocative work if they are to become fully engaged and energized for their task. The authors conceive of board work and functioning in three types or modes, not tasks or structures. See table below: Type I - Fiduciary governing Type II - Strategic governing Type III - Generative governing Understands the trustee as one who holds assets for the benefit of another. Board ensures assets are conserved and optimized to support mission. Boards see that resources are used efficiently and responsibly budgets are focal point. Boards focus on oversight and accountability, reports and approving, rather than discussion, imagination, visioning, strategizing, and valuing. Strategic thinking and planning are primary mode and focus. Lurking behind everything: Quest for the institution s primary focus, its core task. Board organizes around strategic priorities, not administrative operations. Balanced budgets are no longer sufficient if resources are dedicated to the wrong purposes. Trustees ask: What business are we in? What do our customers want? Where do we have a comparative advantage? What are our core competencies? Focuses primarily on framing the problems and issues and meaning making or making sense out of something. Inevitability subjective in nature, but generates other critical processes of mission setting, strategy development, and problem solving. Provides both a new frame for understanding the organization and its environment and a new vocabulary for talking about what is perceived. The creative foundation out of which goal setting and decision-making originate. Source: From a review of Governance as Leadership by Richard Chait, William Ryan, and Barbara Taylor written by G. Douglass Lewis. http://intrust.org/magazine/readinglist_detail.cfm?id=197

Board Meeting Planning and Conduct Guide 5 Step 1 Step 2 Executive Director and Board President meet to develop the agenda for a meeting of the Executive Committee. The Executive Committee meets before each regular meeting of the Board of Directors. Resource: Executive Director and Board President use the Executive Committee Planning Form. See Page 6. 1. The Executive Committee meets using the agenda developed by Executive Director and Board President. Based on results of their meeting, the Executive Committee then develops the agenda for the next regular board meeting. Resource: For conduct of the Executive Committee, use the executive committee agenda format on Page 6. Resource: For the board meeting agenda, use the Consent agenda format described on Page 7 with a sample consent agenda on Page 8. 2. The Treasurer meets with the Executive Director or Chief Financial Officer to review financial information that will be presented by the treasurer at the next board meeting. They use an agreed-upon format for presenting key financial information. They submit this financial report to the office at least 7 days before the next regular board meeting so that the report can be sent out to the board in advance of their next regular meeting. (This meeting of the treasurer and executive director could be part of the Executive Committee meeting) Step 3 Step 4 3. Standing committees and any special committees/workgroups meet as needed. The chairs of these committees submit any written committee meeting minutes and reports to the office at least 7 days before the next regular board meeting so that they can be sent out to the board in advance of their next regular meeting. An information packet is sent out to board directors before the regular board meeting 1. This packet contains: Board meeting agenda Minutes of the last regular board meeting Financial reports Executive Director report Minutes and reports of any committee that has met since the last board meeting. Any other materials related to items that are included as part of the consent agenda for the upcoming board meeting The regular board meeting is conducted using the agenda developed by the Executive Committee in Step 2. At the end of the meeting, the board chair asks all board directors to evaluate the meeting using the Board Meeting Feedback Form. Resource: Use the board meeting agenda format example on Page 8. Resource: Use the Board Meeting Feedback Form on page 9 to conduct a brief evaluation of the meeting. Go back to Step 1 above and repeat the process 1 To focus the board s attention on matters of true importance, use the Organizational Dashboard to present key information from Executive Director Report and financial report. See Page 10

6 Executive Committee Agenda Planning Form Date I. Items for Executive Committee Action/Decision: 1. 2. 3. II. Items for Executive Committee discussion and/or referral to full Board as action items (with or without recommendation) or as informational items: 1. 2. 3. III. Items for Executive Committee information only: 1. 2. 3. IV. Key items for next Board meeting: 1. 2. 3.

7 Consent Agendas To expedite business at a board meeting, the board can approve the use of a consent agenda that includes those items considered to be routine in nature. A consent agenda would appear as part of the regular board meeting agenda. Full information about these items should be provided to the board in advance in the board packet and any questions or concerns can be directed to the makers of the motions and answered prior to the meeting. This allows thorough examination of the routine items without using up precious board meeting time. Any item which appears on the consent agenda may be removed from the consent agenda by a member of the board. The remaining items will be voted on by a single motion. The approved motion will then be recorded in the minutes, including a listing of all items appearing on the consent agenda. Use of a consent agenda eliminates the need to vote separately on many of the routine items and resolutions not requiring explanation or board discussion. There is generally one motion to approve all items on the consent agenda, but it takes only the request of any one board director generally not a formal vote to remove any item from the consent agenda before the vote. If removed from the consent agenda, the item will be taken up later in the regular agenda. That item is then discussed and voted on separately, after the rest of the consent agenda has been approved. In all cases, it is assumed there is nothing controversial about these items and therefore no need for discussion. Grouping agenda items like these facilitates the meeting and allows time to be properly spent on issues that do need discussion. Here are some examples of routine items that can be included in a consent agenda: Committee and previous board meeting minutes. Minor changes in a procedure. Routine revisions of policy. Updating documents, for example, address change for the organization. Standard contracts that are used regularly (confirmation of using the traditional in-house contract with a new vendor). Confirmation of conventional actions that are required in the bylaws (for example, signatory authority for a bank account or acceptance of gifts). Resources: The Consent Agenda: A Tool for Improving Governance. http://tiny.cc/lxfvg. Consent Agenda. http://bsbpa.umkc.edu/mwcnl/board%20resources/consent%20agendas.pdf.

8 Sample Board Meeting Agenda Call to Order (Welcome by the chair, who shares the objectives of the meeting and reviews the agenda) Consent Agenda Items -- Items Previously Sent to the Board (The consent agenda includes items that are approved by consent (without a vote, if there is no objection) or by formal vote. Single items can be taken off calendar in considered separately, it even only one member wishes to do so. Typical items in this calendar are: Minutes of previous meeting. Routine ratifications. Board approvals required by the bylaws, such as the approval of banking relations.) Committee reports not requiring discussion and/or major action by board Treasurers Report -- Item Previously Sent to the Board (This is an opportunity for the treasurer to answer questions on financial reports or bring items for action.) Executive Director s Report -- Item Previously Sent to the Board (Executive Director /CEO provides highlights only; Opportunity for board directors to ask questions on the written report. The ED can also use time to update board directors on emerging issues and trends.) Committee Reports -- Items Previously Sent to the Board (Committees that have major action items requiring time for board deliberation. Remember, committees do not need to be on every agenda if they have not sent out a report or have no action items.) Issues Discussion and Decision-making/In-depth Board Education -- Items Previously Sent to the Board (This is the part of the agenda where the board focuses on major governance deliberation, decisionmaking and/or education. This section becomes the centerpiece of the board meeting.) Presentation, discussion and approval of updated Strategic Plan ACTION ITEM Final Review and Approval of Emergency Succession Plan ACTION ITEM Evaluation of the Meeting (This can be a quick, two-minute appraisal. Board directors answer to questions: "What went well?" and "What did not?" -- Also see Board Meeting Feedback Form on next page of this document) Adjournment

9 Board Meeting Feedback Form Date: Complete this form before leaving today. Excellent Good Fair Poor Were the issues discussed substantive and focused on governance matters rather than operational issues? Was the meeting characterized by action/decision-making versus passive listening to reports? Were the materials provided helpful in understanding/resolving the issues? 4 3 2 1 4 3 2 1 4 3 2 1 Was the discussion future oriented? 4 3 2 1 Based on today's discussion, what should we discuss in the future? What was the most valuable contribution the board made TODAY to the long-term welfare of the organization and the people we serve? How can our next meeting be more productive? Please write additional comments below:

10 Organizational Dashboard Another tool that can be used to increase the effectiveness of board decision-making is the organizational dashboard. Chait, Holland and Taylor describe this tool in Improving the Performance of Governing Boards. 2 The dashboard incorporates key success factors of the organization the most essential areas of performance. These are the variables that most determine whether the organization will succeed or fail. Once the critical success factors have been identified, the board and the CEO/Executive Director (and other key staff) can then propose and consider strategic performance indicators the qualitative and quantitative data that most accurately measure and convey the critical areas of performance. These critical success factors should be linked to the organization s strategic plan. By focusing on these indicators, the board can position itself to place its focus on the priority areas of governance. As the dashboard metaphor implies, the board will regularly refer to the organizational dashboard for feedback on how well the school is doing relative to the critical success factors. In this way, corrective action can be taken before not during or after a crisis erupts. The latest version of the dashboard will be included in the board packet of information. The review of the dashboard will be a standard part of each regular board meeting. A most current version can be maintained on the organization s website, available for board directors anytime. Picture the critical performance indicators for an organization displayed as a series of charts and infographics that would enable the board to regularly assess the following questions: What is our overall financial performance? Is our revenue structure balanced? Are we deploying our funds appropriately and according to the approved budget? What is the status of key financial ratios (for example, current assets to current liabilities, fixed assets to long term debt)? How well are we acquiring the resources we need? How well are we using and managing our resources? Are we in compliance with applicable laws, regulations and contracts? Are our educational programs and services achieving expected outcomes? What is the level of student/family/constituent satisfaction? Are we attracting and retaining skilled, dedicated paid staff and volunteers? Others specific to your YWCA 2 Chait, Richard, Holland, Thomas, and Taylor, Barbara, Improving the Performance of Governing Boards, Oryz Press, 1996.

11 Committee Plan Reporting Form Reporting Quarter Board Committee Strategies Assigned to Committee EXAMPLE: Generate more revenue from special events. 2012 Objective Quarterly Committee Progress/Results EXAMPLE: The Fund Development Committee will generate at least $285,000 net from not more than 3 special events by December 31, 2012. Annual Dinner in May raised $135,000 net. EXAMPLE: Increase the effectiveness of the board and its committees. EXAMPLE: The Governance Committee will design a board member evaluation process, submit for board approval, perform the first annual board/board member evaluation and report results by October 1, 2012. Evaluation process designed and approved by Governance Committee; submitted for board approval Form to be filled out on a quarterly basis by committee chair and submitted to Board President.

12 Foremost Strategic Challenges Facing the YWCA Our Community Over the Next 3 years Foremost strategic issues and challenges that the organization will need to address over the 1-3 years 1. What roles would be appropriate for the board to play in addressing each issue listed in Column 1? Clarify the board's need for information and education regarding this issue. (In order to make good decisions in response to this issue, what new things will the board need to know and be able to do?) What resources can the Board access to help address this issue? 2. 3. 4.

13 Critical Issue Statement: Strategic Issue Briefing Paper Format Background: (Why and how this is a critical strategic issue for the YWCA Our Community?) Opportunities for the YWCA Our Community: (Opportunities for growth, improvement, and/or increased mission impact for YWCA Our Community?) Threats for the YWCA Our Community: (Threats to the YWCA Our Community and/or constituents served consequences for the YWCA Our Community if nothing is done in response to this issue.) How Nonprofits and Other Organizations Facing Similar Issues, Opportunities and Threats Are Responding: (What changes, strategies, shifts in direction are organizations attempting? NOTE: Don t limit yourselves to what other nonprofits are doing. Consider other kinds of organizations as well.) What major choices, decisions and/or shifts in direction does this issue challenge us to consider? With reference to this critical issue, how can we increase organizational effectiveness and mission impact through new strategic partnerships, collaborations and alliances? What other information do we still need in order to develop effective responses to this issue?

14 Resource Bibliography: A Starter List Board Source. www.boardsource.org. Board Member Newsletter by BoardSource (Included with membership) The Source 12: Twelve Principles of Governance That Power Exceptional Boards by Boardsource. http://www.boardsource.org/bookstore.asp?item=171 Getting On Board With Effective Orientation: A BoardSource Toolkit by BoardSource. http://www.boardsource.org/bookstore.asp?item=1102 Board Development Resources. Frank Martinelli, The Center for Public Skills Training. http://www.createthefuture.com/past_articles.htm The Best of the Board Café: Hands-on Solutions for Nonprofit Boards by Jan Masaoka http://www.amazon.com/best-board-caf%c3%a9-hands-solutions/dp/0940069407 Governance as Leadership: Reframing the Work of Nonprofit Boards by Richard P. Chait, William P. Ryan, Barbara E. Taylor. http://www.amazon.com/governance-leadership-reframing-nonprofit- Boards/dp/0471684201/ref=sr_1_1?s=books&ie=UTF8&qid=1299436398&sr=1-1 Board Members Guide to Partnership Planning by the AIM Alliance http://www.asu.edu/copp/nonprofit/res/aimboardmembersguide.pdf Staying Engaged, Stepping Up: Succession Planning and Executive Transition Management For Nonprofit Boards Of Directors by The Annie E. Casey Foundation http://www.transitionguides.com/images/stories/resources/aecf_mono/aecf_stepping.pdf Visionary Board Leadership Assessment by Frank Martinelli, The Center for Public Skills Training http://www.createthefuture.com/visionary%20board%20leadership%20assessment.htm The Dynamic Board: Self-Assessment Tool by McKinsey & Co http://www.boardnetusa.org/graphics/attachments/boardselfassess_long.pdf Blue Ribbon Nominating Committee for Your Board by Jan Masaoka, Blue Avocado E-zine http://www.blueavocado.org/node/629 For more information, contact: Frank Martinelli Capacity Building Consultant YWCA's of the Great lakes Alliance Region Voice: 414-961-2536 Email: frank@createthefuture.com Website: http://www.createthefuture.com