INS BOARD DEVELOPMENT OCTOBER, 2010 Review / Summary

Trends & Traps Democracy Don’t get overly caught up in consensus Avoidance Drift or idea hampers Lack of accountability Set performance measures at every level Competitors Educated incapacity Too educated to take risk Structure Believing that changing structure solves the problem Behavior changes may precede bylaw changes Succession planning

Board of Directors Must Do’s Read & interpret financials  Include in Board orientation Discuss / strategize for the future  Board members come prepared with another‘s point of view  CEO brings a topic or issue with explanation and recommendation Make decisions  May include topics from earlier conference call  Be prepared to make a decision Set strategic direction  Determine strategic issues  Determine what success will look like Delegate tasks as indicated  Delegate to others with the skill sets to accomplish the task

Board Responsibilities Manage delicate issues  Be willing to deal with tricky issues  It’s not “me against you”, it’s “us against the problem” Set program and strategic plan for  Public policy  Image of the organization  Membership and leadership  Fiscal planning  Structure and governance  Establish a plan to populate the Board  Develop Board recruitment tool kit  Our responsibility is NOT to listen to reports

Board Responsibilities, cont Fiduciary oversite  Approves expenditures – general  Ensures a legal system for accounting and reporting  Provide/ensure transparency  Risk management – managing away from risk Establish/maintain ethical principles of business  Recuse from a vote if appropriate  Be prepared to solve ethical dilemmas or breach of ethics Discussion & decision making  Be careful with premature promises  Come prepared to Board meetings Oversite of operations Hires, sustains, evaluates, terminates the CEO  The CEO is the Board’s only direct report Set the strategic direction (annual strategic plan) for the organization

Strategic Direction/Planning A clear responsibility of the Board of Directors At the March BOD meeting, set Strategic Planning as an agenda item for Oct meeting At October BOD meeting, establish the strategic plan for the coming fiscal year Charge CEO/staff to develop the business plan to accomplish the strategic plan for the coming year ◦ The CEO will ◦ Establish and develop the business plan from the Strategic Plan developed by the BOD ◦ Determine the timeline needed for the work to be done & report ◦ Determine the funding necessary to accomplish & report ◦ Provide intermittent progress reports to the BOD

Boards of All Business Units All INS Board of Directors should have the same training and development opportunities Boards of all business units, (INCC, Gardner, INS) shall have the same BOD development training Joint planning between INS, INCC, Gardner Foundation Boards

President-elect Responsibilities Attends meetings when the President is unable NCOE liaison Chair’s the by-laws committee Identifies his/her theme Attends NALA Other assigned duties at the discretion of the President and job description

President’s Responsibilities Uphold the mission Sets the tone & example The primary spokesperson for the organization Is the “face” of the organization “to the world” for term Delegates responsibilities and representation to the CEO at the his/her discretion Chairs meetings, conference calls Stays ahead of the curve on issues Has the right to recognition Has the power of appointment

CEO Responsibilities The CEO is the Board’s Partner  Participates in discussion  Asks good questions  Brings information to the Board  Makes recommendations  Listens to the Board  Brings reports on key issues  Provides additional information  Has no vote

CEO Responsibilities, cont Day to day management of the organization ◦ Fiscal/budget reporting to the BOD ◦ Sustains the legal requirements of the organization ◦ Manages the daily “image” of the organization ◦ Provides info to the Board ◦ Manages all direct reports ◦ VP and staff CEO has several constituents ◦ President ◦ BOD ◦ Staff ◦ External others ◦ Members

CEO Rights The right to ◦ Clear direction ◦ Set priorities ◦ Reasonable compensation ◦ Hire/fire staff ◦ Ask good questions ◦ A good workplace ◦ Feedback ◦ Respect ◦ Mutual goal setting ◦ Be treated ethically

CEO Report Progress report of goals Reports  trends in the environment  operations and detail as requested  key staff vacancies or issues  Other key issues that might effect time and resources  Zoning ordinances, lease contracts, critical staff issues

CEO Evaluation Achievements against the previously established goals (established at the prior year’s evaluation) How did the CEO grow ? How did the CEO help others grow ? What are the “keeps and changes?”

Board Orientation A partnership between the President and the CEO Always involves new Board members & other Board members who wish to attend CEO will address operations piece President or delegate will address Board functions

Board Evaluation Several acceptable formats  May be casual conversation with structured input  Honest and constructive  Done collectively with all Board Members in attendance  Take notes

Communication Norms The President should never be surprised The CEO should never be surprised Remember courtesy

Other Key Notes Match recognition to those who did the work It’s ok to get out after getting in Exercise crucial conversations for committee members who are underperformers Phase I projects are siloed from Phase II projects Bad news should not be sandwiched between good news