Board/Staff Relations and Responsibilities Bob Harris, CAE - - PDF document

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Board/Staff Relations and Responsibilities Bob Harris, CAE - - PDF document

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Board/Staff Relations and Responsibilities Bob Harris, CAE www.nonprofitcenter.com 9:0 0 Board/ Staff Responsibilities 10 :15 Risk Awareness, Avoidance www.nonprofitcenter.com Will you serve on our board? 1 Protecting the Board 1. Volunteer

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Board/Staff Relations and Responsibilities

Bob Harris, CAE www.nonprofitcenter.com

9:0 0 Board/ Staff Responsibilities 10 :15 Risk Awareness, Avoidance www.nonprofitcenter.com

Will you serve on our board?

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Protecting the Board

  • 1. Volunteer Immunity
  • 2. D & O
  • 3. Incorporation
  • 4. Indemnification

Governed by:

State Corporate Law Internal Revenue Service

– 501c6 – trade association – 501c3 – foundation

Canada

Province, National, Charity Act, etc.

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Myths

  • 1. Our records are public.
  • 2. We can’t make a profit or have significant

savings.

  • 3. Cannot take a political position as a

nonprofit.

  • 4. Missing meetings is OK.
  • 5. Silence is OK

Mission (Purpose for existence) Articles of Incorporation (Relationship to state gov’t.) Bylaws (Relationship to members) Policies (interpretation of the governing documents) Strategic Plan (roadmap for the organization) Annual Budget

Governing Documents It Takes a Partnership

Governance Group of persons authorized to make governance decisions

  • n behalf of the
  • rganization and its

members. Executive Director The person who has ultimate responsibility for implementing the decisions of the governing body.

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The Partnership

Staff 10,000' Work Groups and Committees 25,000‐ 40,000' Board of Directors 50,000'

The board is

  • visionary. Leading

the profession and improving health.

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Fiduciary Principles IRS Policies

Director Commitment

1. Read, uphold governing documents. 2. Advance the mission; serve the members. 3. Respect confidentiality of discussions, documents. 4. Disclose conflicts of interest. 5. Avoid antitrust violations.

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  • 1. Advance the Mission

 Purpose of existence  Frames all work/programs.  Update periodically  Mission, Vision, Values

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  • 2. Partner with the Exec Dir.

 Board – Staff team  Avoid interfering with Exec Dir. relationship.‐ lines of authority.  Org Chart ?

  • 3. Evaluate Performance
  • Budget Performance
  • Exec Dir. ‐ Administrator

Performance

  • Board Self Evaluation*
  • Confidential
  • Self evaluation
  • Internal

discussion

  • 6 months into

term, or end of term

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  • 4. Strategic Direction

 Board is the visionary body.  Written in form of a “Strategic Plan.”  Reviewed annually.  Fully updated 3 to 5 years.

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  • 5. Sufficient Resources

 Budget income streams.  Savings ‐ reserve.  Staffing.  Volunteers and committees.  Facilities – office.  Technology

Revenue Ratio

Member Dues Non‐Dues

  • Advertising
  • Sponsorship
  • Endorsements/Royalties
  • Trade Show/Expo
  • Interest
  • Product Sales
  • Education, Meetings
  • Gifts, Grants
  • 6. Protect the Resources

 Insurance coverages  Audit & audit committee.  Board accountability, oversight.

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Diversions

  • 7. Programs, Services, Value

 Serving Members’ Needs  Portfolio of Benefits  “Golden Handcuff “  Drop/Revamp Old Programs

  • 8. Promote the Organization

 Know the mission.  Focus on goals.  Talking points and positions.  Follow lines of authority.

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“I can’t speak for the board but I can give you my personal

  • pinion.”

Policy Sample No one shall purport to be an

  • fficial spokesperson for the
  • rganization except the elected

president of the board or a person or persons designated.

  • 9. Legal ‐ Ethical Integrity

 Insurance  Conflicts of Interest disclosed  Filings  Antitrust

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  • 10. Leadership Sustainability

 Board Orientation  Leadership Programs  Young, Diverse Leaders  Succession Plan? Board, Staff?

Common Board Challenges

1. Board Size 2. Governance or Micromanagement? 3. Lacking Financial Acumen 4. Conflicts of Interest 5. Meetings – MIA/AWOL 6. No vision, short term thinking

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  • 1. Chair & Vice Chair
  • 2. Alignment with Goals
  • 3. Purpose Statement
  • 4. Current Year Charges
  • 5. Metrics, Timelines
  • 6. History/Notebook
  • 7. Board – Staff Liaison
  • 8. Agendas
  • 9. Minutes

10.Committee Notebook or Portal

Protecting the Board

  • 1. Volunteer Immunity
  • 2. D & O
  • 3. Incorporation
  • 4. Indemnification
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Governed by:

State Corporate Law Internal Revenue Service

– 501c6 – trade association – 501c3 – foundation

Canada

Province, National, Charity Act, etc.

Risk Management Concept

1. Identify Risks 2. Assess/Evaluate 3. Control/Manage 4. Monitor/Review

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