New Mexico Housing Summit Board Governance Josh Allison Sheehan & Sheehan, P.A. New Mexico Housing Summit September 21, 2016

Board Governance Understand the Complexities of Non-Profit Board Governance; Learn How to Keep your Current Members Engaged and Productive, while… They Fulfill Their Varied Responsibilities.

Who is here… Board Members Executive/Management Staff Non-Profit Organizations Housing Authorities Other…

Goals Overview of Directors & Officers Obligations Discuss Potential Issues Learn How to Avoid Potential Problems Strategies on Keeping Board Members Engaged

Director & Officer Obligations Authorities that Govern Your Organization How was the organization created? What laws govern its operations? What are its governing documents? How are decisions made?

Director & Officer Obligations 2. Understand the Hierarchy of Laws & Policies Constitutional limitations on actions? Statutory limitations on authority? Bylaws? Board Resolutions? What authority is delegated to staff?

Director & Officer Obligations 3. Duty of Care: “Ordinary Prudent Person” Business Judgment Rule Actual Knowledge Cannot be Ignored Board Members Can Rely on: Competent Officers & Employees Competent Professional Advisors Other Board Members and Committees

Director & Officer Obligations 4. Fiduciary Duties: No “self-dealing” Someone who owes a duty of good faith, loyalty, due care, and disclosure Someone who is required to act for the benefit of another. Someone who must exercise a high standard of care in managing another’s money or property. Black’s Law Dictionary (10th Ed., 2014)

Director & Officer Obligations 5. Conflicts of Interest NM Governmental Conduct Act NM Non-Profit Corporations Act NM Business Corporations Act Bylaws & Policies Code of Conduct

Director & Officer Obligations Limitations on Liability & Indemnity NM Non-Profit Corporations Act Bylaws Common Law

Keeping Members Engaged Board Members as Fiduciaries Board Members as Authority Figures Board Members as Policymakers Board Members as Fundraisers

Keeping Members Engaged Diversity & Membership Strategic Planning & Policies Updates Annually Projects and Activities – Involvement in Work Advocacy Efforts & Outreach

WARNINGS The “Ombudsperson” The “Micromanager” The “Mouthpiece” The “Renegade” The “Opportunist”

WARNINGS, CONTINUED The “Hunter” a/k/a the “Bachelor” or “Bachelorette” “Abbie Hoffman” The “Yeti” or the “Loch Ness Monster” Others…

Random Thoughts… Insurance Issues Number of Board Members & Size of Board Staff Interaction with Board Members Committees Meeting Times, Lengths, Agendas

More Random Thoughts… Preserving Non-Profit Status Media Attention & Defamation Conflicts Among Board Members Finally, when to let the Board know that something bad has happened…

Questions & Further Discussion…