1. 1 Leadership Orientation

2. 2 The CBAs Objectives The objects of the CBA are to advance the science of jurisprudence, to secure the more efficient administration of justice, to encourage the adoption of proper legislation, to advocate thorough and continuing legal education, to uphold the honor and integrity of the bar, to cultivate cordial relations among the lawyers of Colorado, and to perpetuate the history of the profession and the memory of its members.

3. 3 Governance Organizational Chart Members Board of Governors Executive Council President

4. 4 Staff Organizational Chart Chuck Turner, Executive Director Greg Martin, Deputy Executive Director Dana Collier Smith, Assistant Exec. Director Denise Lynch, Program Coordinator Anna Haislip, Reception/Admin. Jessica Zacharias, Reception/Admin.

5. 5 Staff Organizational Chart Departments: Finance/Membership – Janet Bauer, Director Amber VandenHout Mayra Haider Internet & Technology – Mel Reveles, Director Catherine McHughs Feridoon Eskandar

6. 6 Staff Organizational Chart Departments (cont.): Law Practice/Risk Management – Reba Nance, Director Lauren Eisenbach Legislative Relations – Michael Valdez, Director Local Bar Relations/Access to Justice – Kath Schoen, Director Jill Lafrenz

7. 7 Staff Organizational Chart Departments (cont.): Marketing and Communications – Heather Clark, Director Alexa Drago Sara Crocker Kate Mills Public Legal Education – Carolyn Gravit, Director Meghan Bush

8. 8 Staff Organizational Chart Departments (cont.): Sections & Committees – Melissa Nicoletti, Director Amy Sreenen Andrea Mueller The Colorado Lawyer – Leona Martinez, Managing Editor Tracy Rackauskas Susie Klein Gaynor Bloom

9. 9 Staff Organizational Chart Departments (cont.): Continuing Legal Education – Gary Abrams, Executive Director Dawn McKnight, Assistant Executive Director

10. 10 The Tools of Governance The Bylaws Articles of Incorporation Policies & Procedures Strategic Plan or Goals Budget for Current Year

11. 11 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.

12. 12 Board Responsibilities Promote the organizations image. Ensure legal and ethical integrity in the organization. Help recruit new leaders. Assess and measure organizational performance.

13. 13 Volunteer - Staff Relationship Two Elements, One Team Board focuses on governance; being visionaries; strategically moving forward. Staff manages the day to day operations. Consider it a partnership, alliance, collaboration between board and staff to achieve the goals of the organization. Avoid micromanagement.

14. 14 Practical Steps for Bd. Service ÔThere are practical steps that make board service more effective and the outcomes more rewarding.

15. 15 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.

16. 16 Practical Steps for Bd. Service Promote the organization to others. Recruit future leaders to help govern the organization. Stay current on issues and trends impacting the organization and the membership. Readily communicate with the office for needed information and assistance.

17. 17 The Officers The officers have special duties described in the bylaws. In many associations, the officers make up an Executive Committee. We have a Troika

18. 18 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.

19. 19 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.

20. 20 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. Performs such duties as identified in the bylaws or assigned by the president.

21. 21 The Executive Council Meets to conduct business between board meetings. Authorized by the bylaws to act on behalf of the Board of Governors between meetings, with the exception of: Amending the Bylaws or Articles of Incorporation; Any matter the Board of Governors has restricted authority; Any matter the President refers to the Board prior to Council action; and Any matter three members of the Council vote to refer to the Board. Allows important business to be conducted as issues arise with short notice.

22. 22 Board of Governors General Powers. All powers of the CBA shall be exercised by or under the authority of, and the business and affairs of the CBA shall be managed under the direction of, the Board of Governors, except as specifically provided otherwise in these Bylaws. The Board of Governors may refer to the CBA members, for action pursuant to Section 4.1, such matters as the Board of Governors considers necessary or appropriate.

23. 23 Financial Responsibilities The board should carefully review all financial reports. The treasurer and budget committee 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.

24. 24 Committees & Sections Standing Committees - found in the bylaws, are ongoing. Sections – Substantive Law areas. Sections charge dues to their members. Also have a fiduciary responsibility to their group. Ad Hoc & Task Forces - appointed as needed, disbanded upon completion of task.

25. 25 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!

26. 26 Common Insurance Coverages General Liability - covers property damage. Directors and Officers Liability (D&O) - covers the actions of the leadership, for example antitrust violations, wrongful hiring, etc. Meeting Cancellation - covers canceled meetings and the loss of anticipated profits. Fidelity Bond - covers employees stealing assets.

27. 27 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.

28. 28 Thank You for Serving! 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. Always ask questions as they arise. Thank you for serving!