Board Roles and Responsibilities Presentation Procedure 1. Create a PowerPoint or other type of presentation focusing on Board Roles and Responsibilities. The presentation should include slides covering topics: Board Function Key Roles of the Board (include executive committee positions) Individual Board Member responsibilities 2. Presentation should be no more than 10 minutes. Will not be actually presented in class. 3. Speaking notes must be included with slides. Ensure that you are incorporating material from your text as well as Professor's lectures. This is a short but loaded presentation. Submission and Due Date Save your file in PPT or PPTX format, named as follows: o lastnamefirstinitial_boardpresentation.pptx Submit this file via the Submissions link in the course menu by 4:59 p.m. Class 18. If using Prezi or other presentation software, please submit as a pdf. A link to the presentation is not acceptable. Grading Board Roles and Responsibilities Presentation is worth 5% of your overall grade in this class. You will be graded according to the following criteria: The submission covers all of the material required and follows the instructions in the assignment description. Exceptional work may include additional related topics presented by the student. The submission demonstrates an understanding of the course material and shows a high degree of scholarship and analysis. Exceptional work may incorporate ideas and information from outside of the assigned readings. The length meets the assignment requirements. Exceptional work may exceed the range listed in the assignment description. Grammatical and mechanical elements are controlled (proper word use, grammar, spelling, punctuation, sentence structure, voice, and paragraph transitions and development). Board BuildingIdentify, Cultivate, and Recruit CLASS 17 PROFESSOR BAMBER Agenda Reading: Board Recruitment and Orientation Steps 1-5 Class Activity: Board Member Want Ad Introduction Lecture sourced from The Board Building Cycle: Nine Steps to Finding, Recruiting, a n d E n g a g i n g N o n p r o fi t B o a r d M e m b e r s Introduction An effective board is becoming a strategic necessity, not only a legal requirement. The most effective boards evolve over time through careful planning. The Work of the Governance Committee The Work of the Governance Committee Developing board Equally important to building an effective board, is the role of the board chair and the chief executive. meeting agendas, engaging board members in the work, and providing information are responsibilities shared by the board chair and the chief executive. The Work of the Governance Committee To replenish the board's people-power by bringing in new members Identify what the board needs. Cultivate potential new members. Recruit the ones that best fit the profile of what the board needs. Orient them to effective service To strengthen the board's performance Involve all members of the board. Educate them about the organization. Assess the board's performance. Rotate responsibilities and membership. Strengthen the board's morale by celebrating its accomplishmentsboth big and small The Work of the Governance Committee Good boards do not just happen: They take care, thought, and planning. Good boards wanting to become great boards will continually consider how to strengthen their performance at each step of the cycle. Step 1: Identify Develop the Board Profile The search for new board members is a strategic activity; it has long-term implications for the board's effectiveness. The organization's strategic direction can help to clarify the special skills and resources required on the board. Identify Necessary Skills Each board must look for people with leadership skills, the ability to work as part of a team, and who ask good questions and can follow through on commitments. Community involvement, political connections, and fundraising abilities will be important for most organizations. A commitment to the organization's mission and values should be a must. In addition, most boards need people with financial expertise. Identify Necessary Skills Not every recruit can or should be a corporate executive; however, focusing on a perspective member's capacity for leadership can help the board to groom members for leading the board to success in the years to come. Add Value with Diversity In ethically and racially diverse communities, it can be crucial that boards diversify their membership in order to respond effectively to the needs and aspirations of the community. People will consciously or unconsciously draw conclusions about what an organization stands for based on the composition of its board. Round Out the Board Needed composition vs. characteristics/attributes already present Consider the traditional \"Ws\" that every board depends on: Work, Wealth, and Wisdom. But there are two other Ws essential to an effective board: Wit and Witness. Expand Board Diversity, but Limit Board Size The trend is toward smaller, more workable boards, but the appropriate size of any board will depend on the organization and the work the board is expected to accomplish. To maximize the board's effectiveness, all board members should represent more than one skill or attribute. Use advisory councils: groups of people who agree to make themselves available by providing consultation pro bono. Annually review the organization's mission and strategic direction in order to identify the needs of the board better. Step 1: Action Steps Carefully consider the diversity of intellectual, social, financial, demographic, and reputational resources needed on the board. Develop a profile of characteristics needed on the board and compare it with what is currently available among its members. Ensure diversity of backgrounds, knowledge, and other resourceswithout becoming too bigby looking for members who represent more than one desired characteristic. Step 2: Cultivate Develop a Pool of Potential Board Members Cultivation involves both 1. creating a pool of individuals who might in the future be asked to stand for election to the board 2. developing the kind of relationships with them that will either lead to board membership or some other form of supportive relationship The governance committee manages the cultivation process, making sure that the entire board is involved and that everyone understands how best to participate. Involve Everyone in the Process Recruitment is a team effort and should involve more than the board members and the chief executive. The chief executive's role in cultivation may vary widely depending on the organization. However, in no way should the chief executive be the only person responsible for identifying prospective board members. Cultivate Relationships As soon as prospective candidates are identified, begin to bring them into the fold. Don't dismiss people who serve on other boards or whose schedules would not allow them to join the board right away. It could be months, or even years, before they are ready. Practice Diplomacy Avoid misunderstandings by being clear with prospects that not everyone who is invited to take an active interest in the organization's work will end up as a board member. Distinguish between the cultivation step and the recruitment step! Continually develop a pool of potential board members. Identify sources of individuals with the Step 2: Action Steps characteristics described in the board profile. Case a wide net and look at nontraditional sources for prospects. Involve a wide range of people in the cultivation process, including board, senior staff, major donors, and other constituents. Cultivate relationships with individuals who seem promising. Invite prospects to participate in some way in support of the organization. Keep records of individuals who might be potential board candidates in the future Step 3: Recruit Step 3: Recruit 1. A general exploration of the prospect's interest in board service What is the person's interest in the mission area? Does the board present a good fit for this individual? Are there constraints that would prevent him or her from fully participating on the board? 2. To elicit possible commitment to serve if elected 3. The process of nomination and election Beware of Red Flags It is advisable to exercise caution with people Who are trying to pad a resume or enhance their position in the community without actually expecting to do much work or who expect to be deferred to because of their celebrity status Who bring a personal agenda to the board Surprisingly, caution may also need to be exercised when encountering individuals with previous board experience. Beware of Red Flags Be honest throughout the process of recruiting new board members. Not being completely forthcoming about what is involved in board membership can result in a hasty and embarrassing resignation. Similarly, inviting an individual with financial resources to sit on a board with a promise that they won't have to do any work can create resentment among other board memberswith no guarantee that those financial resources will end up in the organization's coffers Explore the interest of potential board members by engaging them in conversation or involving them in the organization's activities. Evaluate the prospects to ensure a right fit for Step 3: Action Steps the board and organization. Commission the governance committee with identifying a slate of candidates. Conduct personal interviews with candidates and gauge their willingness to serve on the board if nominated. Steer clear of overcommitted candidates who may be able to commit the necessary time or money. Make sure the board has sufficient information on each nominee prior to holding elections. Ensure that an overall consensus exists on the election process Questions? Board Member Want Ad W R I T E A \" G R E AT B O A R D M E M B E R WA N T E D \" A D F O R P O S T I N G O N F R E E WEBSITES SUCH AS W W W. B O A R D N E T U S A . O R G O R W W W. B R I D G E S TA R . O R G . L I S T W H AT Q UA L I T I E S Y O U D E S I R E , T I M E R E Q U I R E D, ETC. Board DirectionOrient, Involve, and Educate CLASS 18 PROFESSOR BAMBER Agenda Reading: Board Recruitment and Orientation Steps 6-Afterword Webinar: Conversations Across the Invisible Yellow LineBoard and Staff Roles Step 4: Orient Prepare New Members for Active Participation Orientation actually begins before someone is asked to join the board. The formal orientation is a continuation of that process. Establishing a policy that Prepare New Members for Active Participation makes participation in board orientation mandatory might go a long way toward strengthening board performance, especially if the policy is supported by an effective process. Distribute Board Handbooks Each new board member should receive a board manual, or board handbook, prior to the board orientation session. The board manual should contain information pertinent to the board and its members and organized as an easy reference. Conduct an Orientation Conduct an Orientation Board orientation should be facilitated by the board chair since this is the person responsible for guiding the work of the board. Some organizations invite all current board members to attend all or part of orientation sessions as this can serve as an excellent opportunity for ongoing board education. Conduct an Orientation An orientation session can be tailored to fit varying amounts of time, usually from an hour to two to half a day. Subjects to be covered include the roles and responsibilities of board members, the organization's mission and programs, its strategic plan, finances, fundraising initiatives, and the structure of the board and staff. It is helpful to go over committee job descriptions and goals and to orient new board members on how to be effective committee members. Conduct an Orientation In addition to formal presentations, leave time for questions and the opportunity for board members to get to know each other. It is important to remember that board members, like everyone else, learn at their own speed. The chief executive, board Conduct an Orientation chair, or governance committee chair should make an opportunity sometime after the first board meeting to give new members a sense of the culture of the board and organization and to explain how things really work. Conduct an Orientation Orientation should not be a one-time event, but may stretch out as long as a year. It is a good idea to schedule a follow-up session several months into the new board member's term to respond to questions now that the member has become more familiar with the organization. See handout for Board Orientation Chart and Board Member Orientation Checklist Conduct a new board member orientation as Step 4: Action Steps soon as possible after election. Provide new board members with a board member handbook prior to the board orientation session. Consider assigning board mentors to each of the new members to help answer questions and provide a friendly transition onto the board. Take time to communicate information about the culture of the board, such as how members dress for meetings, how they relate to parliamentary procedure, and expected participation in other events and activities. Plan a follow-up orientation session later in the year to help answer new members' questions and listen to their feedback about the operations of the board. Step 5: Involve Get Everyone Engaged with the Work of the Board Get Everyone Engaged with the Work of the Board Board leaders need to try to link board members with activities that will help them achieve their own goals as well as those of the organization. What was it that made new members say yes to board service? What are they hoping to gain in return for the time and effort they will be expected to expend? Are there time constraints or other factors that may limit their participation? Effective board meetings have Develop Ways of Involving Board Members Clearly stated objectives for each meeting Agendas that focus on strategic issues rather than on \"administrivia\" Use of consent agendas for routine decisions and reports rather than the board spending time listening to reports Time set aside for questions and discussion, for considering implications of information or proposals An opportunity for learning something new and relevant to the mission or to organizational effectiveness General participation rather than a few people who dominate the discussion A chair who keeps the discussion focused and moving forward without stifling thoughtful and creative participation Solicit Feedback and Encourage Good Communication Do they think the orientation covered everything they needed to know? Do they feel their skills are being used to the best advantage? Do they have ample opportunity to discuss important issues? What have they found most rewarding about their board experience so far? What would they change? Ask for specific examples of how the board currently motivates (or could motivate) its members. Solicit Feedback and Encourage Good Communication Active involvement requires staying informed about subjects the board needs to address. Increasingly, organizations are providing the board with secure pages on their Web site. To help board members fully realize the importance of their work, make it clear from the start that they are expected to participate and to follow through on assignments. Provide opportunities for active Step 5: Action Steps participation through interactive board meetings. Focus the board on strategically important issues. Involve board members on committees and task forces. Make information easily available to the board. Create opportunities for social interaction, sharing of experience, and exploration of ideas Step 6: Educate Board Education Activities and Resources Invite outside consultants or internal experts to discuss trends in the organization's mission area, the community, or the larger society. Conduct a periodic review of how the mission statement is related to the organization's programs and services. Present special board training workshops on topics such as fundraising, planning, and finances. Distribute articles, videos, CDs, and links to Web sites that individual board members may view at home. Plan a discussion on a facet of the board's operations, such as the committee structure, the content and conduct of board meetings, or how to increase board diversity. Promote team building by scheduling and carefully planning a board retreat that combines educational activities with work and social interactions. Attend governance workshops offered by management assistance providers or other experts. Create a well-crafted Web site with links to other sources of information related to the mission or guidance about governance and practices. Build in opportunities for the board Step 6: Action Steps to expand its knowledge, awareness, and understanding. Educate board members on external issues that might affect the organization and the mission as well as on board functions. Make information readily available to board members through e-mail or on a password-protected Web site Organize activities that get board members involved and teach them things outside of the regular boardroom context Board of Director Training Videos and Materials Questions? Conversations Across the In visible Yellow LineBoard a nd Staff Roles Board GrowthEvaluate, Rotate, Celebrate CLASS 19 PROFESSOR BAMBER Agenda Reading: Minnesota's Dance Theatre's Board steps down Class Activity: Elevator Speech Step 7: Evaluate Assess the Board's Performance To serve as effective leadership bodies, boards cannot afford complacency. Wise boards take time for regular check-ups to discover ways to strengthen their performance. Using regular board meeting evaluations, formal selfassessments, and feedback from outside consultants Every board ought to institute a practice of regular board meeting evaluations. Evaluate Board Meetings Evaluate Board Meetings Was the agenda well organized? Did members receive background materials in advance? Did the meeting begin and end on time? Was everyone's voice heard, or did a few members dominate the discussion? Were issues discussed and debated, or did the board mostly listen to reports from staff and/or committees? Was something achieved? Conduct a Board Assessment A more thorough assessment of the board's performance in all areas of its responsibilities should take place every two to three years. How well has the board has carried out its responsibilities and therefore how well has it has served the organization and, equally important, how it could do better? The assessment should examine the composition of the board, how well the board identifies and recruits new members, whether it has a good relationship with its constituents and the chief executive, whether the committee structure works, and whether the meetings are well run. To what extent are board members clear about the roles and responsibilities of the board? Are board members familiar with and in support of the Conduct a Board Assessment current mission statement? Is the current mission statement appropriate for the organization's role in the next two to four year? Has the board been engaged in establishing the organization's strategic direction? Does the board have a strategic vision of how the organization should be evolving over the next three to five years? Is the board knowledgeable about the organization's programs? Is there an effective process for tracking program performance? Does the board understand the financial resource strategy for the organization? If the organization engages in fundraising, do all board members make a financial contribution to the organization or participate in fundraising activities and solicitations? Does the board ensure that the budget reflects the organization's priorities established in the strategic or annual plan? Are there appropriate financial controls set in place? Has the board established appropriate investment policies? Risk management policies? Does the board regularly assess the chief executive's performance? Has the chief executive's compensation been determined in an objective and adequate manner? Are Particular times when board assessments can be especially critical are Conduct a Board Assessment In the early stages of the organization's life, especially when the organization has hired staff after having been largely volunteer-run; When there is some confusion about which responsibilities belong to the board and which to the staff; During changes in leadership (either on the board or in the chief executive position); and In connection with strategic planning. Mini Board Self-Assessment Survey The mini-assessment provides a quick look at whether board members perceive the board's performance in the same way and whether they think the board needs to strengthen its performance in any particular areas. Ideally, a mini-assessment will serve as a catalyst to a full scale self-assessment. Conduct a Board Assessment Board assessments are not meant to be report cards. They are designed to serve a developmental purpose, to assist the board in identifying ways to strengthen its performance. Outcomes of the Assessment Process Board assessments can serve a number of functions: They can measure the board's progress Identify areas that need improving Establish goals for the future Can also remind members of their responsibilities as board members and help reshape the board's operations Discussion of the results can also help the board to build trust and facilitate communication among its members and the chief executive. Measure Individual Board Member Performance Individual assessments are particularly useful when a board member's term is about to end and he or she is being considered for re-election. The self-evaluation and a subsequent conversation with the board chair serve several purposes: to assist incumbents in considering whether they ought to stand for re-election to remind them of their responsibilities if they were to be elected for an additional term to help the governance committee determine whether to nominate a member for an additional term Board Peer Evaluations Individuals who are evaluated by their peers gain valuable insights into how they are perceived by others and have the option of modifying their behavior accordingly. To help promote the board's continuous Step 7: Action Steps growth and improvement, take time to reflect on the board's performance and that of individual members. Establish criteria for what the board considers to be an effective meeting and then regularly evaluate meetings based on these criteria. Conduct a full-scale board assessment every two to three years. Invite an outside facilitator to assist the board in determining how to use assessment results to strengthen its performance. Consider administering self-assessments to board members seeking re-election. Step 8: Rotate Keep the Board Fresh To keep board members from burning out during their tenure on the board, allow ample opportunity for change. Consider assigning board members to represent the organization on committees or advisory councils outside of the organization Make Regular Room for New People Over the long term, boards ought to ensure fresh perspectives by the regular infusion of new people. Without the structure of setting term limits, it is easy to fall into the habit of keeping a long-time member on the board, even if that person is not able to provide what the board needs. Board members should be re-elected only if they add sufficient value to the board through their performance and through their possession of attributes needed by the board. Adopt Board Term Limits Terms of three years are common, and two consecutive terms of continuous service are often stated as the limit of service. Re-election should be based on the needs of the board, which may change over time, and a year off the board should not be treated simply as a sabbatical. Term limits also provide a painless way to rotate ineffective, inactive, or troublesome members off the board. Though quite common, term limits can be controversial because they pit continuity of board member service, institutional memory, and expertise against the need for new blood and different perspectives. Step Down and Say Good-bye Saying good-bye to the board does not have to mean saying good-bye to the organization, or for that matter even entirely to the board. There are several ways to ease someone out of a spot on the board without forever losing their support and influence: One way is to invite them to join a committee, an ad hoc task force, a special council, or ask them to raise money or volunteer in another capacity Bestowing former board members with an \"emeritus\" or \"honorary\" status for their outstanding work or financial contributions Step Down and Say Good-bye Removing a Difficult Board Member Perhaps the most common reason for wanting to remove a board member is nonattendance or inactivity. But occasionally, a board member needs to be removed because he or she is preventing the board from doing its work. Other reasons why a board may wish to remove a board member have to do with safeguarding the organization's reputation and welfare. Although board member Removing a Difficult Board Member removal is rare, organizations should provide for it in their bylaws. The following strategies can be used to remove troublesome board members: Term limits Personal Intervention Impeachment What are bylaws? Bylaws are the written rules that control the internal affairs of an organization. Bylaws also govern the way the group must function as well as the roles and responsibilities of its officers. Having bylaws can be Why should an organization have bylaws? helpful to almost any type of organization, regardless of size or purpose. Having bylaws is necessary if your organization wants to apply for nonprofit status. Having bylaws helps keep your organization focused on its intended purpose by specifically defining that purpose. When should bylaws be written? Here are a few specific situations in which you should consider writing bylaws: When your organization is just starting out When you feel you need clarification on how officers are elected, the organization's purpose, or other basic matters relating to how your group operates When your organization is undergoing a big change in its purpose or the way it is run When you want to apply for nonprofit status Decide and Write Decide by whom and how the bylaws will be written and approved Write a first draft of your bylaws Will it be your board of The group that will directors, your officers, your steering committee, or some combination of these groups? Will you approve portions of the bylaws by consensus, or will each part have to be agreed upon unanimously? approve the bylaws should meet at least once to come up with a rough outline for the writer before writing begins. This is not the time to get into lengthy discussions about the particulars of the bylaws Tips for Bylaws H T T P S : / / W W W. Y O U T U B E . C O M / WAT C H ? V = S E 7 2 AT 2 7 Y D U WAT C H E P I S O D E S 1 3 - 1 5 Bring new members onto the board to Step 8: Action Steps ensure fresh insights and ideas and to prevent board members from going stale. Assign board members to different committees over time and provide opportunities for leadership roles to help keep board members interested. Balance the need for new members with the need for institutional memory and retention of valuable resources. Develop term-limit policies and be very intentional about the process of possible re-nomination. Practice great care when removing individual board members or even of the whole board. Step 9: Celebrate Appreciate Efforts and Celebrate Achievements Appreciate Efforts and Celebrate Achievements Expressing appreciation for a job well done is most effective when it is specific and not used to the extent that the recognition loses value. Keep the celebrations fun and light and don't make them feel artificial. Boards that celebrate their potential for learning and growing and for making a difference in the world will attract the resources needed to carry out their mission. Motivate board member involvement Step 9: Action Steps and build momentum toward achieving goals by initiating opportunities for celebration. Find ways to actively appreciate the achievements of the organization, the board, and its members. Create opportunities whenever possible for recognizing goods news and relationships, from very low and informal moments to special events that might include family members and/or staff. Include good news from the personal or professional lives of board members. Keep things light. Find ways to inject humor into the work of the board. Questions? Class Exercise: Elevator Speech