1. Board Service Orientation Laura Alexander, MA, CFRE
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(c) Alexander|Carrillo Consulting

2. TOSS
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3. Most Board Challenges Stem From
Poor understanding of roles
Micromanagement or neglect
Lack of partnership mindset
Spending time on the wrong things
Unproductive meetings
Uneven participation or engagement
Lack of candor
TOSS
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(c) Alexander|Carrillo Consulting

4. Board Roles & Responsibilities
TOSS
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(c) Alexander|Carrillo Consulting

5. (c) Alexander|Carrillo Consulting
Dual Roles
Board
Only functions as a group
Governance
Board Member
Unique skills and abilities as an individual
Support
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6. (c) Alexander|Carrillo Consulting
Dual Roles
Board
Set organizational direction
Ensure necessary resources
Provide oversight
Board Member Duty of Care Duty of Loyalty Duty of Obedience Ambassadors Volunteers
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7. Three Legal Duties of Board Members
Pay attention to the organization’s activities and operations
Duty of Care
Put the interests of the organization before personal and professional interests.
Duty of Loyalty
Comply with applicable federal, state, and local laws; adhere to the organization’s bylaws; and remain the guardians of the mission.
Duty of Obedience
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8. (c) Alexander|Carrillo Consulting3
RESPONSIBILITIES OF NONPROFIT BOARDS
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9. (c) Alexander|Carrillo Consulting
Establish Organizational Identity & Set Direction 1
BODs participate in the planning process.
BODs evaluate mission alliance when making decisions
Regular review of the strategic plan
BODs represent a variety of community interests
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(c) Alexander|Carrillo Consulting

10. Establish Identity & Set Direction
Determine purpose
Develop and maintain focus on mission
Ensure organizational planning
Strategic, not necessarily tactical
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11. (c) Alexander|Carrillo Consulting2
Ensure Organizational Resources.
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12. A. Ensure Human Resources
Select the Chief Executive
Build a Competent Board
A signature responsibility of the board is to ensure that the organization’s executive leadership has the right skills, experience and qualities needed to lead the organization. In addition to recruiting the executive leadership, the board is also responsible to support and evaluate his or her performance. This is one of the most important responsibilities of the board: selecting, hiring, coaching, supervising, evaluating, and if necessary terminating the chief executive. In our 2007 Nonprofit Governance Index research, however, just ¾ of boards said they conduct an annual evaluation of the chief executive.
NOTE: Board’s role only covers chief executive, not other staff.
Board takes its role of CEO selection seriously.
Leadership succession plan in place.
Hiring process is clear BEFORE urgency strikes
Annual CEO evaluation
BODs understand the difference between management and governance
Board communicates its expectations, goals to the CEO
CEO compensation review
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(c) Alexander|Carrillo Consulting

13. B. Ensure Financial Resources
Make your own gift
Ensure a prudent plan is in place
Engage in fundraising activities
ENSURING ADEQUATE RESOURCES IS CRUCIAL The board as a whole has several fund-raising responsibilities. One is to set fund-raising goals for the organization. The board is also responsible for approving the organization’s fund-raising strategies to ensure the organization has ethical AND SATIFACTORY fund-raising practices. The board also sets fund-raising policies, such as how the organization accepts gifts and recognizes donors AND whether there are limits on sources from which support will be solicited.
Ask participants if they have any questions or comments and manage the ensuing discussion.
Say that for more information on ensuring adequate financial resources, see “Fundraising Responsibilities of Nonprofit Boards,” book 4 in the BoardSource Governance Series, and “Fearless Fundraising,” another
BoardSource publication.
QUESTION: Who has a fundraising or development committee? – these are advisory, and do not have authority, they make recommendations to the whole board. Even with staff help and support, the board as a whole plays and essential role in fundraising.
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(c) Alexander|Carrillo Consulting

14. C. Ensure Positive Public Image
Accurate image and positive reputation
Build external relationships
Ensure stakeholders are kept informed
The board is the voice of the vision and mission. We rely on the board to participate in public relations activities such as writing letters to the editor, speaking at a legislative hearing, presenting at a service club and so forth… The Board needs to keep stakeholders informed.
Invite participants to share how their organizations have been stewards of their public image and manage the ensuing discussion.
Say that for more information on ensuring a positive public image, see “The Nonprofit’s Role in Setting and Advancing the Mission” and “How to Help Your Board Govern More and Manage Less,” books 6 and 8 in the BoardSource Governance Series.
CASE: What if a board member is contracted by the press? Do they know what to do – probably refer reporter to CEO or designated spokesperson (board chair or marketing director).
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Provide
Oversight.
Board reviews and adopts an annual budget
Board regularly receives and reviews financial statements
Board regularly reviews budget and ensures budget compliance
Ensures financial goals are being met
Board has a Finance Committee and Treasurer
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(c) Alexander|Carrillo Consulting

16. (c) Alexander|Carrillo Consulting
Provide Oversight
Support & evaluate the CEO
Protect Assets and Provide Financial Oversight
Monitor and Strengthen Programs and Services
Ensure Legal and Ethical Integrity
Support & evaluate the CEO
Not manage
Determine fair compensation
Protect Assets and Provide Financial Oversight
Monitor budget and investments
Monitor and Strengthen Programs and Services
Determine alignment with mission
Ensure Legal and Ethical Integrity
Ensure compliance with local, state and federal rules
Avoid conflict of interest
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17. (c) Alexander|Carrillo Consulting✪
Be responsible for the business of the board
In addition to its three key responsibilities, the board is also responsible for its OWN SELF.
New members are elected according to a defined policy and criteria.
Board evaluates its own performance annually.
Board evaluates and communicates with individual board members; handles problematic board members; holds each other accountable.
Recommend annual board evaluation meeting.
Board agenda is prepared thoughtfully and sent out ahead of time.
Board meetings focus on governance, policy making, and strategic discussion and decision – rather than reports or committee business.
The majority of work is done through committees.
Committees are active, well run and submitting regular reports to the full board.
Committees have charter sand goals, and committee chairs have job descriptions.
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(c) Alexander|Carrillo Consulting

18. (c) Alexander|Carrillo Consulting
WHAT MAKES A
GOOD BOARD MEMBER?
TOSS
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(c) Alexander|Carrillo Consulting

19. WHAT MAKES A GOOD BOARD MEMBER?
PARTNERSHIP WITH THE EXECUTIVE DIRECTOR 
LISTEN, NOT JUST PARTICIPATE
BALANCE B/T GIVING ED AMPLE ROOM TO MANAGE AND ENSURING ETHICAL STANDARDS
ASK “NAÏVE” QUESTIONS
SERVE AS AMBASSADORS  
REMAIN ENERGETIC IN LEARNING AND HELPING
TOSS
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(c) Alexander|Carrillo Consulting

20. The Essential Board Member
Integrity
Independence
Mature Confidence
Corporate Manners
A Sense of Context
Courage & Candor
Commitment
The non-profit Board must not only be composed of diverse individuals with a wide range of experiences and skill sets, but members also must have the correct qualities. Those are some pretty strict requirements. None of these qualities is optional.
Integrity: Demonstrating a zero tolerance for unethical behavior, both for themselves and their colleagues.
Independence: Having no unique business, financial or personal relationships -- or hoped-for-relationships -- that create even the perception of a conflict of interest.
Mature Confidence: Speaking out and actively participating in board and committee deliberations.
Corporate Manners: Recognizing the difference between productively participating in discussions and counterproductively dominating deliberations through the volume or length of comments. Must be able to work with other members to create workable compromises.
A Sense of Context: Making relevant, informed comments focused on the specific aspect of the issue being considered. Must be able to stay on topic.
Courage: Willingness to do the right thing/make the right decision even if it is difficult or unpopular (i.e., no fence sitting).
Commitment: Understanding that being an effective board member requires the time, the heart, and the standards to make the enterprise successful.
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(c) Alexander|Carrillo Consulting

21. Laura Alexander, MA, CFRE
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