1. TSPE Board of Directors October 27, 2017
Board Orientation
Board Orientation
TSPE Board of Directors October 27, 2017
John

2. Topics Purpose Mission, Vision & Values Tools of Governance
Board Orientation
Topics
Purpose
Mission, Vision & Values
Tools of Governance
Board of Directors
Board Responsibilities
Board-Staff Relationship
John –
Bob Harris’ comments:
You may also consider starting the presentation with a history of the organization to be sure all board members understand where it has come from and how it developed.

3. Topics (continued) Expectations of Board Members Officers
Board Orientation
Topics (continued)
Expectations of Board Members
Officers
Executive Committee
Committees
Board Meetings
Financial Responsibilities
Strategic Planning
John

4. Ground Rules Relax and be comfortable
Board Orientation
Ground Rules
Relax and be comfortable
Ask questions as they arise, but please raise your hand so we can call on you to allow everyone to speak who wants to
Think in terms of your role as a director or officer responsible for the organization (on behalf of members and stakeholders)
Think long term; the look of the organization and our stakeholders in the next 1 to 5 years
Enjoy your time as a respected leader
Refer to ground rules to make everyone feel comfortable.
Explain that orientation is done annually to make everyone an effective member of the board, acquainting newly elected leaders with the mission, purpose and issues relating to the organization.
Suggest that they turn off beepers and cell phones.
You may also be handing out your own orientation manual or documents to which you’ll be referring throughout the agenda.

5. Purpose of Board To govern based on documents and key information
Board Orientation
Purpose of Board
To govern based on documents and key information
To focus on the strategic direction, mission and goals of the organization
Fiduciary duties; the trust of members in the board of director
To explore opportunities while being careful with our resources
To develop policies and procedures
To manage risks
John

6. Board Orientation
Our Mission Statement
The mission of TSPE is to promote and enhance the profession and licensed practice of engineering.

7. Board Orientation
Our Purpose
In order to assist the engineering profession in its responsibilities to protect the public health, safety, and property, the Texas Society of Professional Engineers is dedicated,
to the restriction of the practice of engineering to properly qualified and licensed persons,
to the maintenance and observance of high ethical standards of conduct,
to the support of high standards of formal educational preparation for the practice of engineering,
to the continuing professional development of members of the engineering profession,
to the focusing of appropriate public attention upon engineering responsibilities and engineering accomplishments for the purpose of attracting qualified persons to the practice of engineering,
to the providing of appropriate assistance to its members to facilitate the pursuit of their professional goals.
TSPE Constitution
John

8. Our 4 Core Values Champion Guide Advance Unite
Board Orientation
Our 4 Core Values
Champion
Guide
Advance
Unite
TSPE Champions the PE License
TSPE serves as a Guide throughout an engineer’s path
TSPE enhances a member’s skills for career Advancement
TSPE Unites engineering through networking and promotion of the profession
John

9. The Tools of Governance
Board Orientation
The Tools of Governance
Articles of Incorporation - established in Not for Profit corporation - exempt under IRS sec. 501(c)6
Bylaws - membership classes - governance duties - specifics
Trish

10. The Tools of Governance
Board Orientation
The Tools of Governance
Policies
Wisdom of the board, interprets bylaws and articles
Best course of action for now and the future
Strategic Plan
Roadmap for 3 to 5 years
Guide for officers, board, committees and staff
Annual Budget
Trish

11. Board of Directors 36 voting members
Board Orientation
Board of Directors
36 voting members
Officers: President, President Elect, Treasurer, Past President, Executive Vice President, National Delegate, Region VP
Directors: Chapter State Directors
Executive Director: Secretary and is a non-voting position
John

12. Board Responsibilities
Board Orientation
Board Responsibilities
Establish strategic plan and annual goals and objectives
Determine association policy
Allocate resources through the budget
Monitor progress
Promote the organization
Oversee the executive director, attorney and CPA
John
Discuss each point to be sure it is understood; use examples as often as possible.
Be sure to discuss and ask if there are questions regarding the responsibilities. Has anything been left off that they’d like to discuss or ask about?

13. The Board – Staff Relationship
Board Orientation
The Board – Staff Relationship
Two Partners, One Team
Board focuses on governance, direction and vision
Staff manages day-to-day operations within the context of the board’s direction
This partnership between board and staff allows the organization to achieve its goals, avoids micro-management of the staff and over-taxing of the volunteer leaders. Leaders govern; staff manages.
John:
Be sure to discuss the importance of the board focusing on governance, strategic thinking and the future.
The staff should administer to the daily needs of the organization.
The chief executive officer and the executive director are the primary link between board and staff communications.
Treat staff with respect; it can be difficult to replace staff who are trained in the unique aspects of nonprofit management.

14. Mission + Goals = Strategic Direction
Bob Harris, CAE
The Board – Staff Relationship
Staff = Management
Mission + Goals = Strategic Direction
Board = Governance
Dynamic Organization
John

15. Expectations of Board Members
Board Orientation
Expectations of Board Members
Attend all board meetings
Start and end meetings on time
Study and understand the mission statement, bylaws, and strategic plan
Prepare for meetings by reviewing the agenda and supporting documents
Stick to established agendas during board meetings
Treat information and discussions as “confidential”
Be respectful of people and ideas
John

16. Expectation of Board Members
Board Orientation
Expectation of Board Members
Promote our organization to others (though you cannot speak for organization without authority)
Recruit future leaders to help govern the organization
Stay current on issues and trends impacting the organization and the membership
Volunteer for committees
Readily communicate with staff for needed information and assistance
John

17. Legal Considerations Duty of Care Duty of Loyalty Duty of Obedience
Board Orientation
Legal Considerations
Duty of Care
Good business judgment at all times
Due diligence in decision making
Duty of Loyalty
Act in the best interest of the organization and membership
Avoid conflicts of interest
Duty of Obedience
Faithful to the mission and goals
Follow the governing documents
Trish
These are three legal principles that apply to corp boards.

18. Risk Management There is some risk associated with board service
Board Orientation
Risk Management
There is some risk associated with board service
Insurance coverages; types.
Written policies exist to guide board and staff
Antitrust avoidance issues
Annual financial audit
Trish

19. Risk Management - Insurance
Board Orientation
Risk Management - Insurance
Organization maintains the following insurance policies:
General Liability (State)
Officers and Directors (State)
Event coverage for Annual Conference and MATHCOUNTS events (State and Chapter)
Trish

20. Risk Management - Antitrust
Board Orientation
Risk Management - Antitrust
Antitrust Avoidance
Antitrust statement in policies
Every staff, board and committee member should be aware of the policy and take immediate action in any setting where a violation is occurring. Most common threat is discussions of price-setting among competitors that could be interpreted as an effort to restrict trade
Staff monitors on-line discussions and meetings for potential violations
Up to $10 million fine + damages
Trish

21. Risk Management – Who Speaks?
Board Orientation
Risk Management – Who Speaks?
Apparent Authority – Care should be taken that committee chairs or other volunteers not usurp the authority of the chief elected officer or take on authority not specifically delegated
“I can’t speak for the board but I can offer my personal opinion.”
Trish

22. Risk Management – IRS Issues
Board Orientation
Risk Management – IRS Issues
IRS Issues
Increasing scrutiny of boards and staff
Unrelated Business Income Tax (UBIT)
990 is public information
Policy considerations
Whistle Blower
Conflicts
Record Retention
Trish

23. Board Orientation
Recruiting Leaders
A responsibility of board members is to identify future leaders
Don’t forget to “ASK” prospective leaders to join our efforts.
The Candidate Screening Committee (nominating) plays a key role, but so does every board member
Committees may be a source of future leaders
John:
Many volunteer organizations are finding it difficult to recruit potential leaders. Discuss this with the board and ask how they think new leaders can be encouraged and trained.
Consider leadership mentoring, ongoing leadership training, and advertising for leadership.
Seek diversity and inclusivity for the make-up of the board.
Consider these basic needs of leaders as described in, “Volunteers - How to Get Them, How to Keep Them,” by Helen Little.
Assign specific manageable task with a beginning and end.
Match volunteer interests and reasons for volunteering.
Provide a good reason for doing the task.
Offer written, clear instructions.
Provide or set reasonable deadlines.
Allow the freedom to complete the task when and where it is most convenient
Provide everything necessary to complete the task w/o interruption (tools, information, help.)
Offer adequate training if it is needed.
Provide a safe, comfortable, and friendly working environment.
Follow up to see that the task is completed. Set interim goals.
Make opportunities to provide feedback.
Show appreciation, recognition and rewards. Celebrate achievements.

24. Board Orientation
Executive Officers
The officers have special duties described in the bylaws
The officers make up the “Executive Committee”
The Exec Comm. does not usurp the authority of the board but may meet in between meetings of the board as needed.
John

25. Board Orientation
Role of President*
Presides over all meetings of the board or membership
Interfaces with the Executive Director
Appoints committees in accordance with bylaws and policy
Orchestrates and leads board meetings
John
Many boards ask each leader to sign and pledge to the duties of the board or a code of conduct.

26. Role of President Elect
Board Orientation
Role of President Elect
Serves in the absence of the President
Performs such duties as identified in the bylaws or assigned by the President
Automatically succeeds to the Presidency
May monitor progress of the Strategic Plan
John
Add or discuss any special duties your organization delegates to this officer position.

27. Board Orientation
Role of the Treasurer
Oversees all funds, financial records and resources
Oversees preparation of annual budget; and approval by the board
Reports on the financial status at board meetings
Oversees tax filings
Performs such duties as identified in the bylaws or assigned by the President
John

28. The Executive Committee
Board Orientation
The Executive Committee
May meet to conduct business between board meetings
Exercises powers of the board between board meetings, with some exceptions
Actions are reported to the board at next meeting
Keeps record of action and recommendations in writing
John
Exec Comm
President
Past President
President Elect
Executive Vice President
Treasurer
TEF Chair
National Delegate
5 Regional Vice Presidents

29. Committees Opportunities to engage members
Board Orientation
Committees
Opportunities to engage members
They identify potential leaders
Committees help the board get work done
They serve as a way to serve the interests of subgroups of members
Committees can produce work products and member benefits
Committees must be aware of risk avoidance; keep minutes.
Aligned with strategic goals and strategies
John

30. Board Meetings Usually three meetings per year
Board Orientation
Board Meetings
Usually three meetings per year
All directors are requested/expected to attend
Read to lead; directors prepare for meetings in advance
Purpose is to conduct board business, not to perform committee or staff level work
Input to the meeting agenda is welcome in advance
John

31. Board Meetings (continued)
Board Orientation
Board Meetings (continued)
The Agenda
Prepared with the input of President and staff, with consideration of current issues, member needs and pending business
If you have items you would like to see added to the agenda, provide to President or Executive Director at least one month in advance
Trish

32. Board Meetings (continued)
Board Orientation
Board Meetings (continued)
Minutes
Minutes are a legal record of the meetings and must be approved at the subsequent meeting or by vote
They are not a record of conversations, but rather of formal actions taken
Audio recordings should not be retained
Trish

33. Board Meetings (continued)
Board Orientation
Board Meetings (continued)
Rules of Order
Procedural rules are used to maintain order
All persons must be recognized by the chair before speaking
Time limits may be set on certain topics
Know the basic rules of order to be sure motions and procedures are understood
Trish

34. Financial Responsibilities
Board Orientation
Financial Responsibilities
Board reviews and “accepts” financial reports
Board approves budget
Board reviews audit report and year-end financial statements prepared by outside auditor
Board views Form 990 IRS submission annually
Trish

35. Board Orientation
The Strategic Plan
Mission, vision and values position and distinguish the organization
Goals (usually 3 to 7) are core competencies of organization
Strategies should be fresh approaches to advance the goals
Tactics and action steps are the realm of committees and staff
Plan is realistic, based on capacity
Spans a period of 3 to 5 years
John

36. Final Thoughts The board experience should be a positive one
Board Orientation
Final Thoughts
The board experience should be a positive one
The board is the caretaker of the organization
The board speaks as a whole, no board member should have more input or authority than others
Use business sense; be respectful at all times
Realize you “represent” the organization
Always ask questions as they arise (due diligence)
Thank you for serving on the TSPE Board!
John
You were sent the Texas Constitution, Bylaws and Policies. Trish will circulate a form for you to sign stating that you received and have read these documents.
Also you are being handed a Conflict of Interest form that each of you should complete and return to Trish or Claire before you leave the meeting today.
Ask the board if they have questions that have not been answered by this orientation.