1. R. HarrisBoard Orientation1 Leadership Orientation

2. R. HarrisBoard Orientation2 Ground Rules Ask questions as they arise. Think in terms of your role as a director; responsible for the well-being and future of this organization.

3. R. HarrisBoard Orientation3 Purpose of Board Orientation To focus on the strategic direction, mission and goals of the organization. To manage risks associated with leadership.

4. R. HarrisBoard Orientation4 The DBAs Objectives "To promote justice, its administration and its availability to all sectors of society; to support and assist the membership in the delivery of legal services; to uphold the honor and dignity of the bar and foster respect for the legal profession; to encourage a thorough and ongoing legal education; to promote prompt and efficient dispute resolution; to cultivate good relations among all lawyers of Denver; to perpetuate the history and tradition of the profession and to do all things necessary to further these objects and purposes."

5. R. HarrisBoard Orientation5 Governance Organizational Chart Members Board of Trustees Executive Committee President

6. R. HarrisBoard Orientation6 The Tools of Governance The Bylaws Articles of Incorporation Policies & Procedures Strategic Plan or Goals Budget for Current Year Position Statements or Platform

7. R. HarrisBoard Orientation7 Board Responsibilities Determine and understand the organizations mission and purposes. Ensure organizational planning and goal setting. Manage the organizations resources. Determine, monitor and strengthen programs and services for members.

8. R. HarrisBoard Orientation8 Board Responsibilities Promote the organizations image. Ensure legal and ethical integrity in the organization. Help recruit new leaders. Assess and measure organizational performance.

9. R. HarrisBoard Orientation9 The Board - Staff Relationship Two Elements, One Team Board focuses on governance; being visionaries; strategically moving forward. Staff manages the day to day operations. Avoid micromanagement.

10. R. HarrisBoard Orientation10 Practical Steps for Bd. Service Attend all board meetings. Start and end meetings on time. Study and understand the mission statement, bylaws, policies and goals. Prepare for meetings by reviewing the agenda and supporting documents. Treat information and discussions as confidential.

11. R. HarrisBoard Orientation11 Practical Steps for Bd. Service Promote the organization to others. Recruit future leaders to help govern the organization. Stay current on issues and trends Readily communicate with the office for needed information and assistance.

12. R. HarrisBoard Orientation12 Role of the President Serves as chief elected officer of the organization. Presides over all meetings or designates a person to do so. Interfaces with the chief staff officer (executive director). Appoints committee leaders in accordance with bylaws.

13. R. HarrisBoard Orientation13 Role of the President-Elect Serves in the absence of the president. Performs such duties as identified in the bylaws or assigned by the president. Co-Chair the Barristers Benefit Ball

14. R. HarrisBoard Orientation14 Role of the Treasurer Oversees all funds and financial records. Prepares an annual budget for approval. Keeps records of all income and expenses. Responsible for filings required by law associated with finances. Chairs the Budget Committee. Performs such duties as identified in the bylaws or assigned by the president.

15. R. HarrisBoard Orientation15 Role of the Past President Adds continuity to the board, especially during transition. Assists the elected president as needed.

16. R. HarrisBoard Orientation16 The Board of Trustees The board shall manage the affairs of the association, supervise the work of all committees, have general supervision of the property of the association, keep a record of its proceedings relative to the finances and property of the association, and shall report to the members any business which, in the judgment of the board, requires action by the association.

17. R. HarrisBoard Orientation17 Financial Responsibilities The board should carefully review all financial reports. The treasurer should prepare and propose an annual budget. The treasurer, with staff assistance, will present a financial report for the previous period, at each meeting. An annual audit should be performed by an independent accountant.

18. R. HarrisBoard Orientation18 Committees Standing Committees - found in the bylaws, are ongoing. Ad Hoc & Task Forces - appointed as needed, disbanded upon completion of task.

19. R. HarrisBoard Orientation19 Board Meetings Preparation Notice and materials will be distributed well in advance of meetings. Review the agenda to determine how you should prepare for the discussions. Prepare any written reports and provide to staff in advance of the meeting.

20. R. HarrisBoard Orientation20 Board Meetings The Agenda The agenda is prepared with the input of the chief elected officer, staff, with consideration of current issues, member needs and pending business. If you have input for the agenda, be sure to provide it to the chief elected officer, or staff, well in advance of the meeting.

21. R. HarrisBoard Orientation21 Board Meetings Minutes Minutes are a legal record of the meetings. They are not a record of side conversations or a reminder document for leaders and staff. The minutes are to be approved at the next convened meeting of the board.

22. R. HarrisBoard Orientation22 Board Meetings The Rules of Order Procedural rules are used to maintain order at meetings. All persons must be recognized by the chair before speaking. Time limits may be set on certain topics. Learn the basics of rules of order to be sure motions and procedures are understood to your benefit.

23. R. HarrisBoard Orientation23 Volunteer Immunity Laws Often Misunderstood Fed. Volunteer Protection Act passed in 1997. Adopted by most states. Indemnifies volunteers if they act of behalf of organization with good judgment. Does NOT cover any criminal activity, nor negligence. Does not prohibit lawsuits. Protects organization for up to the extent of the assets of the organization. Does not eliminate the need for insurance!

24. R. HarrisBoard Orientation24 Risk - Special Precautions * Antitrust Avoidance Have an antitrust avoidance statement on file. Let legal counsel review activities, minutes. Apparent Authority Committees/Sections may not usurp the authority of the Board or chief elected volunteer. IRS Issues Unrelated Business Income Tax Public request for tax returns.

25. R. HarrisBoard Orientation25 Board Legal Considerations Duty of Care Good business judgment at all times. Due diligence in decision making. Duty of Loyalty Avoid conflicts of interest. Duty of Obedience Faithful to the mission and goals. Follow the governing documents.