Board Roles & Responsibilities Part 1

Organizational Functions Your Responsibilities Agenda 01 02 03 Governance Understanding what the term ‘governance’ means in not-for-profit organizations Organizational Functions Understanding the difference between governance and operations Your Responsibilities What you can do to become a great board member

Board members govern organizations one conversation after another. How Boards Really Work Board members govern organizations one conversation after another.

Creating GREAT Board Conversations begins with five great attitudes GOOD intentions for the organization RESPECT for others involved ENTHUSIASM for the mission ABILITY to work with others TRUST that good things will happen

Organizational Functions separate but related Operations Governance Board of directors works together to set direction, create high-level goals, and provide oversight. Day-to-day implementation of an organization’s programs and services. Management Ensures the direction set by the board is carried out.

Which Hat? and when? When you are at the board table you are acting as board member and you are accountable to the Chair of the Board. When you are in an operational role, you must take off your board member hat – you are now accountable to a staff member of the organization. Or if your organization doesn’t have any paid staff, you still have to understand that you are no longer governing, you are now supporting the operations of the organization. Always remember in your various roles, who are you accountable to?

Future-focused Governance External

FIVE THINGS you can do to become a GREAT board member 1. Be prepared: Read board materials & come prepared to meetings for discussion 2. Put on your governance hat: When you’re at the board table, figure out the questions that will keep you focused on the future 3. Get budget knowledge: Become familiar with the size of your annual budget and your top three budget expenditures 4. Get people knowledge: Get to know all the people who support the organization – staff, volunteers, and other board members 5. Keep your priorities clear: Put the organization first when you’re considering issues and making decisions at the board table

taking care of the organization The Role of Oversight taking care of the organization Financial People Operational Legal Tracking trends against budget and external environment. Following standards and monitoring performance. Reviewing priority directives and program results. Upholding statutory duties and duties of loyalty and care.

Two Key Board Responsibilities Taking care of the organization Taking care of itself

the board takes care of the organization Support the leadership Eight Ways the board takes care of the organization 01 02 03 04 Support the leadership staff Financial Oversight Mission & Vision Strategic Planning Develop Resources Monitor Programs Public Image Manage Risk 08 07 06 05

Board/ Staff Relationship Three Ways that board members take care of the themselves V 09 10 11 I Board/ Staff Relationship New Board Members Organize Itself

Governance Explored 3 1 2

Board Meetings Big picture discussions about our direction Reading and approving reports, monitoring programs Considering plans, metrics and progress Our Board meetings mainly evolve around:

Board Structure Ad hoc committees Long standing and traditional committees Committees formed to align with plans Our Board structure consists of: Place another x where you feel your board is operating

We partner and collaborate We provide direction and supervise Relationship with the Executive Director We partner and collaborate We provide direction and supervise We advise and consult Our relationship with our ED can be described as:

Organizational Knowledge Emerging issues, significance to larger community Day-to-day operations, budgets, policies and problems Plans, metrics and progress to key goals, where are we going Our Board knows and understands about:

Planning and Budgeting Considers our mission and vision and how to achieve it Considers the previous budget and determines how this year should/could be different Considers our goals and what we need to do to reach them Our Board has a planning cycle that:

Thinking big picture and outside of the box Board Composition Thinking big picture and outside of the box Providing oversight, detail oriented, task specific skills or knowledge Finding a means to an end, creating realistic logical strategies to meet goals Our Board is balanced in skills to accomplish:

Generative Fiduciary Strategic Modes of Governing Generative Fiduciary Strategic

Generative Fiduciary Strategic Modes of Governing Generative Fiduciary Strategic Where great governance happens Adapted with permission from Governance as Leadership by Chait, Ryan and Taylor

Board Orientation and Handbook Mission, vision & values Summary of programs & services A copy of the organization’s mission, vision and values should be front and center. Remember that board members are not always familiar with your programs before they join the board. Strategic plan Financial & legal information If you have a strategic plan or goals for the next year, include it here – it will help new board members get familiar with priorities. Include your current year’s budget, previous financial filings such as auditor’s reports, as well as the budgeting process. Organizational structure Board structure This can help your board members understand who reports to who within the organization. This can also include a history of the organization. Try to outline the board member’s individual roles, the structure of any board committees and any other board development information such as a board calendar.

Operational Committees Structure Executive Director Task Force Operational Committees Board Advisory Committees Task Force Board Fundamentals | Roles and Responsibilities

Board Roles Chair Oversees board and executive committee meetings Participates on various committees Oversees searches for a new chief executive and coordinates chief executive's performance evaluation Works in partnership with the chief executive to make sure board resolutions are carried out Vice Chair Carry out special assignments as requested by the board chair Understand the responsibilities of the board chair and be able to perform these duties in the chair's absence Participate as a vital part of the board leadership Treasurer Serve as the chair of the finance committee Manage, with the finance committee, review of and action related to the board's financial responsibilities Work with the chief executive and the chief financial officer to ensure appropriate financial reports are available to the board on a timely basis Present the annual budget to the board for approval Review the annual audit and answer board members' questions about the audit Secretary Ensure the safety and accuracy of all board records Review board minutes Assume responsibilities of the chair in the absence of the board chair, chair-elect, and vice chair Provide notice of meetings of the board and/or of a committee when such notice is required

Tools for Engaging Board Meetings Mission, vision & values Summary of programs & services Board calendar Annotated agenda Consent agenda Generative conversations Meeting evaluations A copy of the organization’s mission, vision and values should be front and center. Remember that board members are not always familiar with your programs before they join the board. Strategic plan Financial & legal information If you have a strategic plan or goals for the next year, include it here – it will help new board members get familiar with priorities. Include your current year’s budget, previous financial filings such as auditor’s reports, as well as the budgeting process. Organizational structure Board structure This can help your board members understand who reports to who within the organization. This can also include a history of the organization. Try to outline the board member’s individual roles, the structure of any board committees and any other board development information such as a board calendar.

Action Plan What are the next steps for my Board? What would I like to implement to enhance my individual contributions?

Questions & Comments Board Fundamentals | Roles and Responsibilities Now, let’s make some time to answer YOUR questions. Board Fundamentals | Roles and Responsibilities

Session Evaluation Your feedback matters! Please complete the evaluation form and help us continually improve. Board Fundamentals | Roles and Responsibilities

Thank you! info@thevantagepoint.ca