Board of Directors Leadership Orientation January 2014

Welcome & Introductions

Purpose of Leadership Orientation To share key information about the organization To focus on the strategic direction, mission and goals of the organization To encourage questions and to explore opportunities for the organization To manage risks associated with leadership

Purpose of Leadership Orientation There are 1.4 million non-profit organizations in the USA The average number of voting directors is 16 About 26 million persons serve on boards Training tends to be categorized as “on the job” We’re glad you’re serving

The Organization and Its Structure The Chamber of Commerce totals over 1,100 members representing 45,000 employees of every type and size of business within our community. The Chamber depends on these members for their financial support, as well as their active participation on committees, task forces and the Board. Without the time, talent and resources of our members, the Chamber could not be an effective organization.

Our Longview Chamber Chamber of Commerce Convention & Visitors Bureau Membership Driven Convention & Visitors Bureau Contract with the City of Longview Main Street 100 Acres of Heritage

History As long a commerce has existed, traders have banded together. The first purpose of their association was perhaps to seek common protection against enemies. Later, they established codes to govern trade and still later, they attempted to influence legislation. These early associations of traders have little in common with the modern chambers of commerce, a 21st Century product. Nevertheless, the Longview Chamber – along with other chambers – can trace its roots to these early days. So, while chambers most often look toward the future, it may be appropriate to take a long look back.

Mission To engage in and promote projects that have a positive impact in the Longview Trade Area.

Vision To be recognized as an effective resource, providing relevant, innovative, and impactful programming that ensures a healthy business climate and an enhanced quality of life for Longview and Gregg County.

Our Core Competencies & Guiding Principles Strengthening the Local Economy Promoting the Community Providing Networking Opportunities Representing the Interests of Business with Government Building Community Leadership and Development Programs

Our Brand Promise Longview offers an authentic East Texas experience for visitors, residents, and business. The people are friendly, possess a can-do attitude, and are hard working. Our healthy economic environment attracts businesses: job opportunities, strong/affordable workforce, retail, dining and manufacturing.

Board Governance Legal and Ethical Obligation The Legal Side Board Governance Legal and Ethical Obligation

Public Trust Nonprofits are organizations created for public philanthropic purposes that function to serve the public of incorporating state and are accountable to the public of the state first under the State of Texas Nonprofit Corporation Act.

For Future Reference Bylaws – the “how we do it” guide Staff Organizational Chart – the “who does it” guide Expectations of Directors – the “you’re part in all this” guide Legal Responsibilities – the “we better do it right” guide ABC’s of Improving Board Performance – the “how to be” guide

Legal Obligations Duty of Care Duty of Loyalty Duty of Obedience

Duty of Care Take responsibility seriously Attend meetings Read & understand board documents Ask pertinent questions Know what the organization does & how well it does its work

Duty of Loyalty Disclose any conflict of interest Not enhancing personal benefit Focus on the best interests of the organization above all else Confidentiality of organizational information Loyalty when sitting on multiple boards at the same time

Conflict of Interest Any situation in which a decision maker – whether a board member, board officer, or staff member – is influenced in an organization decision by personal, financial, business, or other concern unrelated to the organization’s best interest.

Managing Conflict of Interest Policy in place Beware of building an insular board Promote a culture of disclosure Avoid problems when potential conflicts arise Disclose potential conflicts ASAP

Duty of Obedience Safeguards the Mission Maintains the Public Trust Involves managing operations and resources in accordance with the Mission

Your Protections General Liability Insurance Directors & Officers Insurance (aka Errors & Omissions) Fidelity Bond Job Description, Commitment Letter, Conflict of Interest Statement & Check List of Understanding

Board’s Key Functions Partnership with Staff The act of defining a desired future for the organization and developing the means to bring it about Deciding the outcomes the organization wants to achieve for whom and by when Selecting the business of the organization and the specific programs to achieve those results Designing the organizational structure and necessary functions

Board’s Key Functions Planning Program Financial Management Human Resources Marketing & Public Relations Information Fund Development Board Governance/Nominations

Planning Board and Key Staff participate in annual strategic planning Staff may prepare development plan, marketing plan, program plan, etc. for Board approval Board should contribute to the planning process by providing ideas/input Board should understand each program and how it implements the mission

Fiscal Responsibilities Board has ultimate legal authority and responsibility for governance of the Longview Chamber Board understands Duties of Care, Loyalty and Obedience Board has Director & Officer Liability Insurance Board authorizes and reviews annual independent audit Board minutes – the legal records of the Board’s actions Board ensures required reports and filings Board ensures legal compliance Board oversees investments

Budget Staff prepares budget for Board review and approval Board “owns” budget

Fundraising & Other Resource Development Board must make personal or professional contribution Board is expected to develop financial and in-kind resources within their sphere of influence Board assists with hands-on fundraising and special events

Fundraising & Other Resource Development (continued) Resource Development may include: Grants Corporate Giving Special Events Foundation In-kind Donations Capital Campaign Recruit Volunteer Membership Campaign Total Resource Campaign

The Invisible Line HR Issues President is hired by the Board and reports to Board President should have a clear job description President should have annual goals and objectives approved by the Executive Committee President is evaluated annually President should attend Board meetings as an advisor President hires/fires and evaluates staff Board establishes clear lines of communication, grievance policy Board does not attend to the day-to-day management of the Longview Chamber

Communications Respect for each other’s roles and responsibilities Open, honest conversations and feedback Clear understanding of roles Board respects chain of command and NEVER goes around President President respects chain of command

Staff Personnel policies & procedures Report directly to the President Assists in the implementation of the Board’s strategic plans Nurtures & cares for volunteers

Power Structure Who makes the decisions in the organization How the system of communication is structured How criticism is handled How the roles & responsibilities of the organization are divided

Q & A Open discussion