1. Working with a Board: How to Get Your Directors Engaged
March 11, 2019
Presenter Tish Mogan, Standards for Excellence Director

2. Pennsylvania Association of Nonprofit Organizations
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through advocacy, collaboration, learning and support.
Professional Development
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Point out that there is a flyer in the left front pocket with more detail on PANO services.
Wait, what? Not a member? Lauren Henicle at for details.

3. Purpose of this Session
Recognize the Governing Body’s responsibilities
Identify appropriate board/staff roles and responsibilities for effective operations
Review board/staff processes that allow the board to provide engagement and action in areas that will support achieving mission.
Highlight each objective. Explain ERP.
NOTE: ERP #’s on following slides refer to Standards for Excellence Resource Packets available free to PANO members, small fee for nonmembers.

4. Check out the full code: www.pano.org

5. The Standards for Excellence
An Ethics and Accountability Code for the Nonprofit Sector
A blueprint for well-managed and responsibly governed nonprofit organizations
Just having a code is never enough. The code is meant to strengthen the “ethical culture” of the organization. If you are familiar with Jim Collins work you can explain that his research on for profit business demonstrates that the stronger the culture of ethics within an a company, the more profitable it will be. The same is true for nonprofits in that the stronger the culture of ethics the more ability it will have to achieve mission.

6. Standards for Excellence: What are they?
6 Guiding Principles, 27 areas of focus and 67 Benchmarks:
Preamble
Mission, Strategy and Evaluation
Leadership: Board, Staff and Volunteers
Legal Compliance and Ethics
Finance and Operations
Resource Development
Public Awareness, Engagement and Advocacy
The Standards is comprised of six sections on six of the major issues in nonprofit management and governance, supported by sixty seven individual standards for how well managed, responsibly governed nonprofits should operate.
List the 6 areas in nonprofit governance and management.
Mission Strategy and Evaluation
Leadership: Board, Staff and Volunteers
Legal Compliance and Ethics
Finance and Operations
Resource Development
Public Awareness, Engagement and Advocacy
The Standards set a high bar, going well beyond the minimum requirements of law.
Intended to provide a model for how you can achieve a responsible governed and well managed organization.
Reflect consensus among executives of how nonprofits ought to operate.
Reality is - few of us do 100%. We can all strive to implement more.

7. Introductions Find a partner
Share an interesting fact about yourself with a partner
Partner may share with the whole group.
Have students find a partner they don’t know well.
Use a timer to set it at 4 minutes giving each person two minutes to share what is on the slide. Stress the partner will be the one to introduce the other partner.
Give each person 30 seconds to share the partner’s story – tell them that ahead of time so that you don’t have someone speaking for more than a minute since that will cut into too much class time.

8. II. Leadership: Board, Staff, and Volunteers
Guiding Principle: Nonprofits depend upon effective leadership to successfully enact their missions and programs. Effective leadership consists of a partnership between the board and management, each of which plays an essential role. Understanding and negotiating these shared and complex elements of leadership are essential to the organization’s success. A nonprofit’s employees and volunteers are fundamental to its ability to achieve its mission.
Board members are in a position of trust to ensure that resources are used to carry out the mission of the organization. An organization’s board leadership should consist of volunteers who are committed to the mission and who demonstrate an understanding of the community served. An effective nonprofit board should determine the mission of the organization, establish management policies and procedures, assure that adequate human and financial resources are available, and actively monitor the organization’s allocation of resources to effectively and efficiently fulfill its mission. For membership organizations, board members are directly responsible to the members.
Nonprofits should also have executive leadership which carries out the day-to-day operations of the organization, ensures financial and organizational sustainability, and provides adequate information to the board of directors. An organization’s human resource policies should address both paid employees and volunteers and should be fair, establish clear expectations, and provide meaningful and effective performance evaluation.

9. Premise The stronger the Governing Board…
the stronger the organization
the greater the potential to achieve mission
Ask participants if they agree with this premise? This stresses the point of why it is so important to have a strong board.

10. Stages of Board Development
super-managing
sustaining
corporate
This research points out how board roles change as organizations move through this cycle.
“Founding” does not mean “just began.” The research names a “founding” board as one with no paid staff. In all volunteer organizations, board members where two hats. They wear a “governance” and an “operational hat.”
Sustaining: This is when an organization has 1-2 staff and the board still needs to be involved in operations.
Super-managing: There are enough staff that the board can focus almost solely on governance and staff manages operations.
Corporate and Ratifying: The board has grown to distant in the former and does not provide enough oversight to ensure operations are administered well. In the latter, they are simply rubber stamping.
You can suggest that for all volunteer organizations, boards may want to set their agenda up with governance items first and then operational and program items second. There is a slide further on that clearly explains governance roles.
founding
ratifying

11. Individual Board Roles and Responsibilities
Act in Accordance with Legal Standards
DUTY OF CARE:
Stay informed and ask questions
DUTY OF LOYALTY:
Show undivided allegiance to organization’s welfare
I suggest asking the group what they think this slide really means.
For Duty of Obedience, the clear answer is that they are legally responsible for the organization. This means ensuring that all laws and regulations are followed and that appropriate risk management components are in place (insurance and Standards for Excellence can guide this).
Duty of Loyalty means that the board needs to ensure that all resources are utilized for the mission of the organization.

12. In Addition… Key functions of the board are:
Strategic – what to do, with whom and where.
Generative – organization culture, values, beliefs and assumptions.
As participants for examples of what “strategic” functions are and what “generative” functions are.

13. Promoting a Culture of Board Engagement
The following practices provide a blue print for strengthening the infrastructure of the governing board.
Who has accountability for ensuring the board operates well?
Does a job description exist to ensure strong board operations and engagement?

14. Board Engagement ERP #4 Board Effectiveness:
Position description for Board of directors
Recruiting, selection board members
Terms of service
Orientation
Education
Periodic board evaluation
Removal
Orient to Standards for Excellence code.
I will have copies of the job descriptions to hand out. Julie and Margarete’s role is to ask if these are clear and whether anything else should be added.
The notes below are just general notes for the whole slide – no need to address them in the piece you are doing.
Board Effectiveness
The board is responsible for its own operations, including periodic (i.e., at least once every two years) evaluation of its own performance.
Often evaluations have a component for board members to evaluate themselves and another component to evaluate the board as a whole
Not necessarily every year, but your board could evaluate annually
Use the results of the evaluation to improve board performance
(2) The board should have stated performance expectations and hold board members accountable for attendance at meetings, participation in fundraising activities, committee service, and involvement in program activities.
Having a position for board members may be the most important board document
Ensure that all members understand what they need to be responsible for each and every year—address attendance, participation, committees, fundraising, etc.
There should be a process in place for board members who do not meet their obligations to be removed from the board of directors.
(3) The board should establish a rigorous board development strategy for recruiting and selecting new members and ensuring that the board has an appropriate mix of talent, connections to the community, and diversity.
Boards should review the diversity of the board of directors in terms of a number of different characteristics
Looking at what the board has in place and where it is strong and weak, will help the board understand where it should work to bring on additional talent.
(4) Board policies should include terms of service for board members.
Many organizations require term limits. PA standards do not require limits but do require terms along with an aggressive board development process in place to ensure “deadwood” does not remain on the board.
(5) The board is responsible for the orientation, education, and (where appropriate) the removal of board members. New board members should receive an introduction to the Standards for Excellence code.
  Board members do not come to the board room understanding all there is to know about serving on your board.
Orientation and ongoing education are vital.
Often, groups will have an orientation session and education provided at periodic intervals throughout the year.
ERP #4

15. Tools that Need to Be in Place
For an effective board recruitment process:
Board Evaluation Matrix targeting needs
Board job description with time commitment and other expectations
Board candidate form
Recruitment packet containing pertinent organizational information
Orientation process in place once commitment is made – keeping them on the board
Focus on Diversity- representing the people you serve
What else?

16. Orientation and On-going Education
The more time invested in orientation the larger the pay off in board engagement.
Whoever thought running a nonprofit was simple?
So many things to understand about governance, financial oversight, resource development, etc. On-going education keeps the board engaged where they need to be engaged.

17. Evaluation The board as a whole and individual members How often?
Discussion of results
Ensuring expectations are met
Attendance
Committee work
Board meeting engagement

18. Who makes sure all this happens?
Governance Committee
Board Development Committee
Board Growth Committee
Job Description??

19. AND WHAT ABOUT THE MEETINGS?

20. Ever See This Before?

21. Focus on Strategic Issues
ERP #4

22. One Week Before the Meeting
Request recommendations from the board (place only items of critical importance on the Agenda).
Request one page summaries of all committee reports, Executive Director reports, minutes, etc.

23. Who and What Drives the Agenda?
Executive Director?
Board Chair?
Executive Committee?
Role of Staff?
The Strategic Plan?
Immediate Crisis?
Nothing?

24. What is the Role of the Board Chair?
Meeting Choreographer/Master of Ceremonies.
Ensure meetings that are productive, interesting and fun.
Actively engage everyone on the board.

25. One Week Following the Meeting
(or Sooner!)
Forward the minutes (1-3 pages).
Do we need a “to do” list?
Follow up items
Person
Status

26. Use of Consent Agendas Less of this… More of this…
Zero-based Verbal Reports (in the Meeting).
Less of this…
More of this…

27. See Ed Resource Bulletin Board and Exec Partnerships
Board/Staff Roles
Provide board with education to understand roles
Prevent “micro-managing”
Save time in resolving issues
See Ed Resource Bulletin Board and Exec Partnerships
This is an introductory slide and is meant to lead into the next slide. It is important for the board to understand their role so they don’t jump into operations unless the staff and board agree that they will support certain areas.

28. Board & Staff X X X Governance Administration Decides What Decides How
The Board
Responsible
Involved X
The Staff X
Responsible
Involved
Governance
Administration
Decides What
Decides How
Makes Policy
Carries Out Policy
Sets Goals
Plans to Achieve Goals
Reviews Plans
Implements Plans
Monitors Progress X
Margarete – this is the same for NFP and PSNA. This distinguishes operational from governance functions. This is for a traditional nonprofit with a governing board and paid staff.
For now, go down the green X’s on the left and then the green X’s on the right – this clearly distinguishes governance roles from operational roles.
I will take the next slide that does create a slight difference for NFP.
Used with permission from Tecker Consultants, LLC,

29. And last by not least….
Have fun!

30. The Pennsylvania Association of Nonprofit Organizations
4801 Lindle Road Harrisburg, PA 17111
For sample policies and forms or technical assistance contact:
Tish Mogan
Standards for Excellence Director OR
Ex. 1001

31. Copyright Information
 Maryland Association of Nonprofit Organizations dba Standards for Excellence Institute®, offered under licensing agreement through the Pennsylvania Association off Nonprofit Organizations. No part of these materials may be reproduced or transmitted in any form, or by any means, electronic or mechanical, including photocopying, recording, or by any other information storage retrieval system without written permission of the Standards for Excellence Institute® of the Maryland Association of Nonprofit Organizations or the Pennsylvania Association of Nonprofit Organizations. Organizations in Pennsylvania should contact the Pennsylvania Association of Nonprofit Organizations at 4801 Lindle Road, Harrisburg, 17111, , Other organizations should contact the Standards for Excellence Institute® at 1500 Union Ave, Suite 2500, Baltimore, MD 21211, ,