1. Deborah Levy, MSW Executive Services and Nonprofit Consulting Debglevy@gmail.com 415.847.4040 DeborahLevyConsulting.org November 12, 2015 Introduction to Board Governance

2. Executive Services and Nonprofit Consulting 1 Board Member Responsibilities

3. Board Member Responsibilities Hires and evaluates the CEO Attends board meetings Serves on a minimum of one committee Donates annually and assists with fundraising Understands legal responsibilities Helps develop strategic plan Lends expertise 2Executive Services and Nonprofit Consulting

4. LEGAL DUTIES OF NONPROFIT BOARD MEMBERS IN CALIFORNIA Duty of Care Duty of Loyalty Duty of Obedience 3Executive Services and Nonprofit Consulting

5. Duty of Care Attendance at board meetings Informed about key organizational activities Understands and is informed about management of finances Informed when making decisions 4Executive Services and Nonprofit Consulting

6. Duty of Loyalty Acting in good faith Allegiance to the purpose Best interests of org must prevail over personal interests (Conflict of Interest Policy) 5Executive Services and Nonprofit Consulting

7. Duty of Obedience Follow organization’s bylaws and articles of incorporation Ensure that funds are being used for lawful purposes Compliance with all local, state and federal laws (Directors and Officers Liability Insurance) 6Executive Services and Nonprofit Consulting

8. Dual Roles of Board Members Role confusion: Governance vs. Support Board as a body directs the CEO, makes policy decisions, votes Board members do not have final say when: Volunteering Providing pro bono services Fund raising Advocating 7Executive Services and Nonprofit Consulting

9. Great Boards vs. Individual Members Board members cultivate the Board as a distinct entity The Board is different from Board members. The Board directs the organization via chief executive Individual board members do not direct staff, except when authorized to do so The Board regularly evaluates itself Executive Services and Nonprofit Consulting8

10. Role of Board and Staff 9 Trend toward blurring of roles Moving to more collaborative leadership Joint work on committees More sharing of strategic work Maintain fiduciary responsibility Must have clarity on which decisions made by board and which by CEO Executive Services and Nonprofit Consulting

11. Role of Staff in Fulfilling Board Goals Board (and staff) sets goals and looks to outcomes Staff may choose a road that individual board members wouldn’t Board should only provide alternative recommendations to CEO Board and staff develop goals Staff chooses approach to reach goals Board measures outcomes 10Executive Services and Nonprofit Consulting

12. Role of CEO Partners with Chair and board members Facilitates interaction among board members Responsible for keeping board members aware of current trends. Ensures a structure for board development Board orientation Job descriptions Committee goals Strategic planning 11Executive Services and Nonprofit Consulting

13. “Never doubt that a small group of thoughtful, concerned citizens can change the world. Indeed it is the only thing that ever has." Margaret Mead Executive Services and Nonprofit Consulting12

14. Governance as Leadership: Reframing the Work of Boards Fiduciary Strategic Generative From Governance as Leadership, Richard Chait, et.al 13Executive Services and Nonprofit Consulting

15. FIDUCIARY An individual in whom another has placed the utmost trust and confidence to manage and protect property or money. The relationship wherein one person has an obligation to act for another's benefit. 14Executive Services and Nonprofit Consulting

16. Governance as Leadership: Reframing the Work of Boards Strategic Major decisions about resources, programs and services. Determines priorities, gauges community response, what is our future. Generative Board engages in deeper inquiry, exploring root causes, values, optional courses and new ideas. 15Executive Services and Nonprofit Consulting

17. 16 How to Keep Your Board Involved

18. Orientation of Board Members Essential to agency success Handbook plus training meeting History Elevator speech Key issues facing board Reading financial statements Consider a buddy system Executive Services and Nonprofit Consulting17

19. Effective Meetings Govern More, Manage Less Use consent agenda Use written reports as way to stay up-to-date Link agenda to strategic goals and budget Pay attention to matters of policy and strategy Shared responsibility to stick to the issues at hand Leave time for in-depth discussions Make it congenial – snacks, humor 18Executive Services and Nonprofit Consulting

20. Role of Committees Make recommendations to full board on strategic planning or development of policies Support and monitor CEO in meeting annual goals Committees should only do staff functions if requested by staff Committees should not duplicate efforts of staff. 19Executive Services and Nonprofit Consulting

21. Committees of the Board Standing committees are named in bylaws Can have other standing or can use ad hoc committees to meet current challenges Each committee should have a written description Non-board members can serve on committees 20Executive Services and Nonprofit Consulting

22. Committees of the Board (cont’d) Board members should chair committees Committees should consist of at least three members to provide enough capacity and diversity of thought to complete the tasks assigned Annual Goals for each committee should be approved by the Board and CEO 21Executive Services and Nonprofit Consulting

23. Strategic Planning Allows for planning best approaches to implementing mission Strategic Plan allows for everyone to be on same page Process should include board and staff with input from all staff CEO drives process but Board must own final plan 22Executive Services and Nonprofit Consulting

24. Fund Raising Role Critical role of board members to assure adequate funding for Agency All board members should be expected to contribute to agency (100% board giving) Give or get – not all board members have resources but can help in other ways Recruitment of others in position to give is essential 23Executive Services and Nonprofit Consulting

25. Fundraising Role 77% of respondents indicated a desire to improve board fundraising, but… – Just 21% set individual board fundraising goals – Just 38% provided fundraising training – Only 16% reported having individual board members receive formal feedback on their performance at a regular interval Source: McKinsey survey of social service agencies 24Executive Services and Nonprofit Consulting

26. Evaluation of CEO One of most important board roles Usually done by Executive Committee with feedback from full board CEO should have goals to measure against Feedback should be straightforward Salary recommendations and completed evaluation should go to full board 25Executive Services and Nonprofit Consulting

27. ATTRIBUTES OF AN EFFECTIVE BOARD MEMBER Passion for the mission Strategic and futuristic thinker Able to work with other members to create workable compromises Independent thinker; makes decisions based on own best judgment 26Executive Services and Nonprofit Consulting

28. ATTRIBUTES OF AN EFFECTIVE BOARD MEMBER (cont’d) Awareness of need to set goals Ability to embrace differences in opinions, listen and work toward solutions Possess skills that match the organization’s needs Supports board decisions, even when disagrees with majority 27Executive Services and Nonprofit Consulting

29. “Never doubt that a small group of thoughtful, concerned citizens can change the world. Indeed it is the only thing that ever has." Margaret Mead Executive Services and Nonprofit Consulting28

30. References Becoming an Effective Nonprofit Board, The Bridgespan Group, www.bridgespan.org The Dynamic Board: Lessons from High-Performing Nonprofits, McKinsey and Company Dynamic Directors, Dynamic Nonprofit Boards, Center for Nonprofit and Public Leadership, Haas School of Business, Berkeley The Five Habits of High-Performing Boards, Aug 01, 2013, Leading Resources, Inc., Management ConsultingLeading Resources, Inc. Governance as Leadership: Reframing the Work of Nonprofit Boards, Richard P. Chait, William P. Ryan, Barbara E. Taylor; John Wiley & Sons, Publisher Governing Boards, Cyril O. Houle, BoardSource, www.boardsource.org 7 important qualities of board members, The NonProfit Times, July 3, 2012 What Every Nonprofit Board Member Should Know, Robert A. Wexler, September, 2010, Adler and Colvin Law Firm, www.adlercolvin.com Executive Services and Nonprofit Consulting29