1. BRIGHT BOARDS, GOOD GOVERNANCE WINTER PARK CITY SERIES PRESENTED BY: THE PARK CITY FOUNDATION & UTAH NONPROFITS ASSOCIATION Wednesdays (March 7, March 21, April 4) from 8:30-10:30 am Blind Dog Restaurant 1251 Kearns Blvd. Park City, UT 84060

2. OVERVIEW zDoes an effective organization require an effective board? zDoes sustainability rely on strong governance? zThis series helps you keep your eye on the big picture – meeting your organizations mission and creating sustained success through good governance. From the A, B, Cs to the X, Y, Zs – good governance is essential.

3. BOARD MEMBER BOOT CAMP Wednesday, March 7th zWhat: Fiduciary, legal and ethical responsibilities; role of board member vs. executive director and staff; fundamentals of nonprofit organizations (versus businesses and government); financial reporting, IRS reporting, etc. zFacilitator: Pat Bair zPanel: yCPA – Chris Arthur, Arthur & Associates yAttorney – Bruce Olson, Ray Quinney & Nebeker yExperienced Board Member – Steve Tyler, Past- Chair New Jersey Community Foundation, Board Member The Park City Foundation

4. BUILDING A BOARD THAT ROCKS Wednesday, March 21 zWhat: How do you build and retain a Board made of active, engaged members who are mission focused, understand their roles and fulfill their responsibilities. zTopics yHow to Nominate & Recruit & Retain. yBoard Member expectations and evaluations. yEducation & Equipment: Giving board members the skills to succeed. yRecognition is important. zFacilitator: Pat Bair zPanel: yBill Mullen, past-Chair KPCW ySyd Reed, past-Chair Park City Museum, Board Member, The Park City Foundation yInsa Reipen, Executive Director Recycle Utah yPeter Wright, Jr. Board Member, Recycle Utah

5. POLICY-PALOOZA Wednesday, April 4 zWhat: What is governance? This session will specifically address a handful of governance approaches. Organizations need a simple roadmap for what good governance is, how duties are divided and examples of how this works, practically. zTopics: yDefinitions of governance yBoard Policy Manuals yPolicy Board Model yPopular structures and theories yExamples of real life board transformations (or shifts) zFacilitator: Pat Bair zPanel: yThe Park City Foundation: Trisha Worthington, Executive Director and Liz Lockette, Governance & Education Chair yPeoples Health Clinic: Nann Worel, Executive Director and Dr. David Teasley, Board Member

6. Building A Board That ROCKS!!!!! WEALTH, WISDOM, WORK, & WALLOP!

7. If you dont know where youre going... you wont know when you get there!

8. WHATS THE MOTIVATION? zWhy are you on the Board? zWhat do you have to offer the organization? zWhen/how often will you provide that?

9. Step #1: Organizational decision to prioritize board development Positive Visions… WEALTH: Financial - Board that raises $$$$$s WISDOM: Advice – From professional and experiential background Expertise – Willing to perform work in area of expertise WORK: Service – Provides time and involvement Action - High performance people make things happen NOW WALLOP: Power – Circle of Influence Growth – The band wagon effect The Board HAS TO WANT IT! BUT! I DONT WANT TO CREATE A MONSTER, EITHER!

10. Whos responsible for what? (Grant of Authority) Board of Trustees Sets Policies and Procedures for administration of the organization, ensuring fiscal integrity and legality of operations. Ensures funding of organization with emphasis and responsibility on donations and fundraising. Signs grants and contracts as the legal body binding the organization. Approves Annual Budget with periodic reviews to ensure budget is within specified limitations, making changes periodically as determined by funding and activities. Annual Retreat and Strategic Plan formulation and implementation through committees and Executive Director. Hire/dismiss, supervise, evaluate, counsel and advise Executive Director, making staff responsible to Executive Director and refraining from administrative details. Support and hold Executive Director accountable in carrying out duties and Board decisions. Consult with Executive Director regarding all matters the Board is considering; share all communications with Executive Director. Review and approve Annual Report. Enhances the organizations public standing as representatives in the community. Executive Director Recommends Policies and Procedures and ensures they are implemented and followed, operating within ethical and legal boundaries. Responsible for government, foundation, and private grants including writing requests for funding, budget prep, etc. Grant administration and oversight including program and fiscal accountability to grantors and Board. Prepares Annual Budget in coordination with Board and ensures expenditures are within the bounds of the budget and in accordance with grants/funding guidelines. Input to Strategic Plan; implementation of Plan. Hire/dismiss, supervise, evaluate, counsel, and advise staff; overall responsibility for administrative operations. Carry out duties and decisions from the Board in a timely manner. Consult with Board regarding all fiscal and personnel matters the Executive Director is considering; communicate activities in a timely manner. Prepare Annual Report. Represent the organization in the community and within government entities in the community.

11. Step #2: Board Development Committee Year-round process Not just a recruitment effort Requires the best people Identifies, recruits, motivates, trains, evaluates & recognizes

12. Step #3 Develop Board Performance Criteria Specific expectations Reasonable/challenging Attendance/fund raising/advocacy Quantitative & measurable Minimum Expectations -- (Sample) Commitment Contract – (Sample) Can be a difficult step

13. Step #4: Current members accept/reject criteria Must have buy in Universal acceptance will not happen Thats OK! – It cleans house!

14. Step #5: Analysis of a Rockin Board Clearly define the organizations needs Strategic direction; critical issues; tactical plan Match the needs with talents/skills needed Determine the Gaps Exercise…Rockin Board Profile:

15. Rockin Board Profile AttributeNowIdealNeeded WEALTH (Personal wealth or connects organization with wealthy circle of influence.) WISDOM (Willing to share expertise to strengthen organization.) WORK (Aworkhorse who gets a lot done and willing to take the time to do it!) WALLOP (Always knows who to call; knows everyone.)

16. Step #6: Fill the Gaps Develop specific needs list Who ya gonna call?

17. Step #7: Recruitment effort Planned process Recruitment Class vs. Random Individual Identify prospects/Board Agreement – (Nomination form) Recruitment Packets – (Overview; Heart & Head; Application form) Candidate/New Board Member Orientation

18. Step #8: Education of Board Members More than just a one-time meeting On-going process Education of board members…how is it done? Executive Director is the primary educator for board members Orientation for new members then ongoing Board meetings should have an educational component (Agenda; List) Board member visits at least annually Key mailings from ED What Board Members Need to Know E-blasts weekly from ED Annual Retreat Other ideas?

19. Step #9: Recognizing Board Members Make Them Appreciated & Valued (Need a clipper; assign this as responsibility of the committee to do every meeting) Local & national programs Local examples Presidents Volunteer Service Award

20. Step #10: Evaluating Board Members Annual process Based on the Functions & Expectations Executive Director maintains data Board Development Committee does the evaluation Methods to address low scores

21. Keeping a Record Board of Trustees Meeting Attendance/Fundraising/Pledge FY 2008 - 2009 MEMBER *JulyAugSeptOctNovDecJanFebMarAprilMayJunePledge Banking/Insurance*EPPEEPPEPPPP$500 Retired Founder*PPPEEPPEEPEP$50,000 County Commish*Joined Board effective 2/2009EEEAP$500 CPA*PPPPEPEPPPPP$1,500 Community Advocate*PPPEPPPPPPEP$10,000 Micro Manager*PEEAPEEEEResigned 4/2009$1,200 University Rep *PPPAPPPPPPPP$500 Old Money *PPPEPEEPEEEP$15,000 No Time *EEEResigned as of October, 2008$100 School District Rep*EEPPPPPEEPEP$250 Too Busy to Attend*AEEAPPEPPResigned 4/2009$100 Our Pet Shark*PPPPEPPPPPPP$2,500 Worker Bee*PPPPPPPEEPEP$1,000 Facilities R Us*PPPPPPEPPPPP$1,000 Construction Corp. *PPPPEPPPPPPP$10,000 City Councilman* EPPPAPPPEEPP$100 Law Enforcement *EPEPPPEPEPPP$100

22. High Board Performance Organization Priority Board Development Committee Performance Criteria Ideal Board Profile Fill the GAPS Education Process Recognition Evaluation

23. Greatness is not a function of circumstance. Greatness, it turns out, is largely a matter of conscious choice and discipline. Jim Collins: Good to Great

24. PANEL DISCUSSION yBill Mullen, past-Chair KPCW ySyd Reed, past-Chair Park City Museum, Board Member, The Park City Foundation yInsa Reipen, Executive Director Recycle Utah yPeter Wright, Jr. Board Member, Recycle Utah

25. RESOURCES Electronic copies of todays presentation and handouts can be downloaded from: BairConsulting.com Look for the article entitled: Winter Park City Series: Building A Board That Rocks

26. THANK YOU We hope to see you at the next and last session: POLICY-PALOOZA Wednesday, April 4

27. Bair Consulting Patricia A. Bair P.O. Box 568 Eden, UT 84310 (801) 745-4923 BairConsulting@gmail.com www.BairConsulting.com