GOVERNANCE SERIES 2. CORE (Centre for Organizational Resilience), For Youth Initiative Board Development

Terms to know  Governance Actions of the volunteer Board of Directors of an organization with respect to establishing and monitoring the long-term direction of the organization  Bylaws The basic operating rules for the organization. They spell out how the Board is structured and governed. Typically, they include rules pertaining to directors, officers, Board committees, meetings, voting and indemnification  C ode of Conduct Defines what the organization expects of Board members and the Board as a whole, and what the Board expects of the management team. They can be particularly useful in helping Board of Directors avoid real or perceived conflicts of interest. They can be also serve as guides for dealing with sensitive information, with members of other constituents, with outside organizations and with the press CORE (Centre for Organizational Resilience), For Youth Initiative

The MUST To-Do Key documents you must have when you build your Board  Bylaws: As part of incorporation, you will have to create bylaws. When you incorporate, the application provides a set of conditions you can use. *We always recommend revising that set to meet your organization and community’s needs, culture, and preferences * You can create additional documents to guide Board development process, or use documents that you provide to staff, such as guiding principles, organizational culture and practices.  Resource Sheet 1. Sample Bylaws – Canada Incorporation  Resource Sheet 2. Sample Bylaws – Ontario Incorporation CORE (Centre for Organizational Resilience), For Youth Initiative

Process to Develop Your Board MembershipRecruitmentOrientationEvaluation CORE (Centre for Organizational Resilience), For Youth Initiative

Membership As part of incorporation, your organization needs to have members. Members are stakeholders—meaning they have an interest in your work and want to participate in decision-making process.  You bylaws should set up conditions for membership: - Who can be members? - Are there different types of membership? (If any) What are the conditions for membership of each type? - Are there any reasons why someone’s membership would be terminated? (If any) What are those reasons? Board members must be members of your organization * All about Membership (Part V, Corporation Act): CORE (Centre for Organizational Resilience), For Youth Initiative

Membership: General Duties & Benefits What is asked of the member:  Participation in the Annual General Meeting  Keeping informed of what’s happening at the organization What is offered to the member:  Right to vote on decisions at the Annual General Meeting  Information on the organization’s progress (i.e. What’s new? What programs and events are being held?)  Any information that would make members feel included and involved! CORE (Centre for Organizational Resilience), For Youth Initiative

Membership: Board Quorum & Decision Making Quorum (You must set this out in your bylaws) The number of members that have to be at a meeting in order to hold a vote to make a decision  Applies to regular Board Member meetings: How many board members have to be in attendance to make decisions?  Applies to the Annual General Meetings: How many members need to be present in order for you to hold a vote? CORE (Centre for Organizational Resilience), For Youth Initiative

Recruitment: 8 steps  Step 1. Create a Board Development Committee (if possible)  Step 2. Review bylaws & strategic plan to create a list of recommended qualifications  Step 3. Develop a written job description and sample Board Application Form  Step 4. Create a list of potential Board candidates & prioritize  Step 5. Begin outreach and meet candidates individually (1 st screening)  Step 6. Schedule a face-to-face meeting with all Committee members (2 nd screening)  Step 7. Review application, discussion & election  Step 8. Inform & schedule an orientation meeting CORE (Centre for Organizational Resilience), For Youth Initiative

Step 1. & 2. Step 1. Create a Board Development Committee - Ideally recruit 3-5 members; 2 from the current Board, 1 from management team, 1 from fundraising team/any staff who does fundraising, 1 from volunteers Step 2. Review your bylaws & strategic plan to crate a list of recommended qualifications of new Board members - What are priorities in your organization? - What do you want from your Board? What do you want them to contribute to your work/organization? - What qualities and experience can/do/should you seek out in potential Board members? - What are the particular challenges that are facing your community? CORE (Centre for Organizational Resilience), For Youth Initiative

Step 3. & 4. Step 3. Create a list of recommended qualifications - Personal qualification: e.g. passionate, committed, responsible, effective communication skills, etc. - Professional qualification : someone who has experience in particular fields that support your organization’s work; someone who has previously served on Boards or community committees Step 4. Develop a written job description and sample Board Application Form  Resource Sheet 3. Example: Board job description  Resource Sheet 4. Example: Board Application Form CORE (Centre for Organizational Resilience), For Youth Initiative

Recruitment II: Where to Look Depending on the things you’re looking for in a board member, you may have to look different places to find board members:  Community events  Your networks  General call outs on employment/volunteer websites  Specialized board services: Maytree Diversity onBoard BoardMatch me.aspx me.aspx

Recruitment III: Your Process for Selection Like selecting a staff member, you should have a clear process for selecting board members: how will you now they are the right fit for your board?  Request resumes, CVs, or portfolios  Hold interviews  Do reference checks Remember: the executive director (or senior staff member that reports to the board) can participate in the process but it’s up to the board chair to select the new board members

Where do elections fit into the recruitment process? Check out the section on Annual Meetings…

Recruitment: 10 steps  Know the expectations of key funders and partners: this doesn’t have to dictate how you recruit and select board members but it may be very important  Think about the qualities you’re looking for in board members:  What skill sets?  Should they understand or be a part of a certain community?  What experience are you looking for?  Have you outlined any restrictions in your by-laws around age?

Orienting Your Board Members Orienting your board members is crucial to their success, and ultimately the board and the organization’s success. Develop an orientation process—consider the following:  Read the board by-laws and any other board policy documents  Have thorough summaries of the organization’s culture, work, plans and goals to share  Explain to them how boards function, especially if they’ve never been on a board before  Lay out clear expectations for participation and behaviour

Orienting Your Board Members II: Young Directors As youth-led organizations, you may have specified in your by-laws the number of board members that have to be youth (remember: legally any member must be 18+ in order to vote!). Youth board members may need additional support during orientation because it’s their first time on a board or they may feel they don’t belong on a board or with the other board members. Consider the following:  Create a mentoring relationship with an existing board member or an experienced board member from another organization to help guide the young person through the orientation process and their first few meetings

Evaluating the Board Board evaluations are important for determining if the board is functioning well and board members are satisfied with the board experience. Board evaluation can focus on a number of different elements and can be conducted in a number of different ways:  The executive committee evaluates each board member individually  Board members evaluate each other, either anonymously or openly  The executive committee or board members evaluate the board’s work as a whole, either anonymously or openly

Evaluating the Board II: Which Works Best for You Each evaluation style has advantages and disadvantages. Think about the following to determine which style might work best for you:  Are you trying to encourage a culture of open dialogue and learning? Can criticisms be framed in a positive way?  What are the current relationships like between board members? Are they tense or friendly? Are there cliques? Are there particularly tensions that need to be defused?  What kind of information does the board want to learn? Is it about functioning better together or ensuring everyone is pulling their weight?

The Voting Process  A member can propose many different motions: check out Community Literacy of Ontario’s Explanation of Motions on the right hand bar of the toolkit page. Any board member Make a Motion Healthy and open debate Change wording of motion if necessary Debate Secretary reads final motion Motion is seconded Vote (and dissent) recorded in minutes Vote

The Annual Meeting Previously called the Annual General Meeting, the Annual Meeting has to be held within 18 months after first incorporating and within 15 months of the previous annual meeting after that. Directors must call this meeting. Purpose  Bring together all members to review the past year, approve key decisions, make plans for the following year  Have an opportunity for your community to come together to discuss the organization’s work

The Annual Meeting II: Business Annual Meetings can be used to showcase many elements of your organization: client/participant achievements, volunteer recognition, organizational achievements…. But Annual Meetings must have a Business portion that includes:  Approval of the previous Annual Meeting’s minutes  Approval of audited financial statement  Voting on key decisions (ex. New strategic plan)  Elections of new board members  Selection of auditor for following year

The Annual Meeting III: The Vote  Like any board meeting, you have to have quorum to vote (quorum for Annual Meetings is set in your board by-laws)  There are certain decisions/votes that have to happen, ex. Electing new board members, voting for auditor  Other motions (requests to vote) can be tabled by members

Documenting Board Work While it my sound boring, keeping accurate records of the board’s work is very important! Remember to:  Set board meeting agendas (usually the executive director/equivalent and the board chair will do this)  Have the secretary take minutes  Share the minutes and approve them at the following board meeting – make any necessary changes For examples see Governance for Nonprofits: from little leagues to big universities on the right hand sidebar of the toolkits page.

Quiz: What did you learn? 1. What do processes help ensure? 2. What are 2 processes to help build your board? 2 to help structure your board? 3. Where are processes found/outlined? 4. What is quorum and why is it important? 5. What are the steps in the voting process?

Contact  If you have any questions, comments, or concerns contact CORE at or follow us on twitter

(Out) Processes to Guide Your Board As a legal requirement for incorporation and as the body that is going to make important strategic decisions for your work, it is important that you have clear processes to guide your board’s work. Processes help ensure:  Consistency: your members know how decisions will be made all of the time  Transparency: your members understand how the decisions are made and can question inconsistencies  Accountability: your members have to follow processes to ensure participation in decision making

Terms to know  Vision & Mission Statement Defines the organization’s purpose and directs its future. It helps management, the Board, and volunteers focus on the stated goals, and helps to educate others about the organization. Developing/updating Vision & Mission Statement can be time consuming but it will help focus the organization’s energies on what is really important when building the Board.