For NAPSEC Organizations and Schools

 Regulatory agencies are becoming more focused of the governance of non profits  Regulatory agencies have raised their expectations for the fiduciary conduct of board members  The press and constituents are voicing concerns

 There is no Committee on Trustees or Nominating Committee  There is a Nominating Committee but it is inactive so current members invite their friends to join  Risk of the board becoming “an old boys” club

 Too rapid turnover of the board chair and board members creates a loss of institutional memory and often board instability  Too little turnover creates complacency and the perception of insufficient board oversight  Board members are involved in daily operations  Board members cross boundaries  Chairs who stay on TOO long

 Boards that are between 9 to 18 members  Boards that have enough outsiders  Boards with stability  Boards with an appropriate relationship with a founder or long-term leader  Boards that manage change well  Boards that have at least one CEO of a publicly held company  Most important: wise and well-trained board members

 Three to five is too small to allow for discussion, a committee structure and regular meetings  A board that is too small tends to become too “cozy” and lax  Over 20 can become too unwieldy and the “real” power can become concentrated within a small subset of the board

 Reflects the expertise and perspectives needed to achieve the mission  Several members with clout, power, influence and wisdom  Has members who attend regularly and participate fully

 Understand that their focus is primarily mission definition, clarity and support  Select, support, nurture and reward the Executive Director until a decision is made to terminate him/her.  Are knowledgeable about fiscal issues and provide oversight but do not micromanage operations, personnel or programs

 Have deep board governance experience and knowledge of the principles of good practice  Undergo new board member orientation and regular board governance training and know it is necessary annually

 Review, maintain and update by-laws consistent with the mission  Actively involve all members of the Board in subcommittees  Discipline board members who are “out of line”

 Provide for the annual written evaluation of the Executive Director by the full Board  Provide for annual evaluation of the board chair and of individual board members  Limit terms of office within reason

 Have members who understand that when they learn of an issue, they have the obligation to bring it to the Board Chair or Executive Director and must not deal with the situation individually  Understand that each member must be knowledgeable about the budget and cannot rely just on the finance committee

 Respect board decisions and board confidentiality  Guard against conflicts of interest, whether business or personal related  Understand that authority is invested in the board as a whole  Understand how to engage in thematic “generative” discussions

 Separate the interests of the organization from the specific needs of a particular person or constituency  Have the obligation to support the organization and its Executive Director and demonstrate that in the community

 Choose board members to ensure balance, wisdom and a wide array of skills sets including strategic vision  Evaluate the executive director annually  Conduct a professional review of the executive director’s contract  Manage effectively: manner, pace and content of board meetings

 Have a Committee on Trustees (Governance or Nominating) that cultivates, screens, invites, trains, evaluates and if necessary, disciplines and removes board members  Board members should have rolling three- year terms with no limits BUT this assumes annual evaluation of board members

 Conduct regular meetings (about 8-9 annually)  Conduct regular subcommittee meetings: Finance, Governance/nominating, Advancement, Strategic planning, CEO support  Require each board member to sign a conflict of interest statement

 These leaders want to leave a legacy  They need appropriate board oversight but may be wary of it as well  Board members (especially parent or past parents) feel indebted and loyal to these leaders

 The most dangerous transition is a new executive director  The second is a new board chair  The third is the loss of key trustees  Boards who mismanage these changes put the institution at risk  Search and succession planning along with healthy transitions define a wise board

 Evaluate the executive director’s performance annually and document the result to a file  Form a compensation committee  Review the contract every three year’s preferably with the assistance of an objective professional to ensure that the total compensation package will pass safe harbor’s muster  Balance transparency with confidentiality

 The head support committee of the board should oversee director compensation/contract renewal and evaluation  There should be a goal setting process discussed with the director and this committee  The board as a whole should approve these goals, limited in number to 5 or less

 Every board member should undertake an end of year evaluation of the director against the agreed upon goals.  The director should write a self evaluation against goals.  The head support committee should, with the director, discuss the summation of these evaluations.  The chair should write up a final summary for the file and report on this to the June session of the board.

Strategic boards minimize the internal and external risks to the institution and provide for smooth leadership transitions essential to the health of the organization

Strategic boards avoid constant threats and crises and focus instead on long term vision/mission issues and on ensuring a financially sustainable model of operations

John C. Littleford TEACH Confidential: Intellectual Property of Littleford & Associates Global Issues - Local Solutions