1. : Governance 101: Practical tips for a smooth-running Chamber Presented to the 2014 BCCC Annual General Meeting & Conference by Keith Woods Chief Executive Officer, North Coast Builders Exchange (Senior Advisor on Chamber Trends, California Chamber of Commerce) keith@ncbeonline.com (707) 542-0645

2. Ten Chamber Trends… Some Positive, Some Negative 1. 1. Organizational re-structuring & streamlining is underway. 2. 2. Better (not more!) communications efforts with members are being developed. 3. 3. A commitment to creativity: new programs, services, & events (or updating old ones). 4. 4. A renewed sense of aggressiveness and confidence throughout the organization. 5. 5. Membership numbers are finally stabilizing.

3. Ten Trends … cont inued 6. 6. Exploration of new membership pricing and dues structures. 7. 7. Increased efforts to build up non-dues sources of revenue. 8. 8. More regional thinking and cooperation. 9. 9. Higher quality Execs, Staff and Volunteers. 10. 10. Serious introspection by Board members and Staff about the Chamber’s future.

4. A 5-Point Strategy for Good Governance: 1. 1. Create a simplified, updated structure. 2. 2. Right-size the Board of Directors and recruit and train them well. 3. 3. Make sure there is clarity about the roles of Board & Staff. 4. 4. Conduct consistent, candid evaluations of the Chamber’s CEO. 5. 5. Although it’s tedious, keep all bylaws, policies and governing documents updated.

5. 1) Create a simplified, updated structure Is the structure today the same as it was when the Chamber was created? If so, why? Is the structure today the same as it was when the Chamber was created? If so, why? The basics: a Board of Directors, an Executive Committee, Divisions or Councils, Committees & Task Forces. The basics: a Board of Directors, an Executive Committee, Divisions or Councils, Committees & Task Forces. A significant trend: fewer standing Committees and more Task Forces. (Due to “Time Poverty”) A significant trend: fewer standing Committees and more Task Forces. (Due to “Time Poverty”) “Complicated organization charts and fancy titles count for next to nothing.” General Colin Pow “Complicated organization charts and fancy titles count for next to nothing.” General Colin Powell

6. 2 ) Right-size the Board of Directors and recruit and train them well  There is no magic number for a Board, but 15-25 Directors is most common.  Most strong Chambers seek a Board that is well-balanced: business sectors, age, gender, geography, Chamber experience, and ‘stature.”  Find Directors who recognize that successful Chambers think and act like a business, not just another non-profit organization.

7. Board development … continued An all-too-common Director recruitment mistake: An all-too-common Director recruitment mistake: underselling the role (“It’s an easy job – you just have to come to one meeting a month”). Great Boards of Directors are willing to empower decision-making to the lowest level within the Great Boards of Directors are willing to empower decision-making to the lowest level within the Chambers (Committees and Staff).

8. Board development … continued * What should be included in a Chamber’s comprehensive Board orientation? - the organization’s history - all relevant financial information - any membership survey results - a review of the Chamber’s structure - Current bylaws & policies - Director responsibilities/expectations - organizational skeletons in the closet

9. Board: Should be responsible for the “ends” Staff: Should be responsible for the “means” 3) Make sure there is clarity about the roles of Board & Staff

10. Board and Staff should agree on the Chamber’s priorities: Hopefully, it’s not just to “be liked” Hopefully, it’s not just to “be liked” 1) To be respected and acknowledged as the leader of the business community. 2) To be a valuable resource to members. 3) To be a force to be feared when necessary.

11. Traits of a great Chamber Board Member: 1) Follow-through on commitments 2) Candor and honesty 3) Focus on the big, not the little 4) A positive, upbeat attitude 5) An ability to “play well with the other kids”

13. 4) Conduct consistent, candid evaluations of the CEO One of the most frequent failings of a Chamber Board: inconsistent, or even One of the most frequent failings of a Chamber Board: inconsistent, or even non-existent, regular CEO evaluations. It takes self-discipline by the Board and the It takes self-discipline by the Board and the CEO, but an evaluation needs to be done on an annual basis. Everyone benefits. Let’s review a sample CEO evaluation form Let’s review a sample CEO evaluation form that has proven to be easy and effective.

14. 5) Although it’s tedious, keep all bylaws, policies and governing documents updated As I mentioned earlier today, it’s not sexy but it’s a ‘must’ for good governance. As I mentioned earlier today, it’s not sexy but it’s a ‘must’ for good governance. The process doesn’t need to be done annually The process doesn’t need to be done annually but documents should be re-visited at least every 5 years. Assign it to staff to review documents and to make specific recommendations. Assign it to staff to review documents and to make specific recommendations.

15. Final advice: Think of Board Meetings & Retreats as “Showtime”  Because they are!  This should be the Chamber at its best  Agendas should be sent in advance  The room set-up should be well thought-out  Name tent cards should be placed  Board binders … not a bunch of papers  Begin and end all meetings on time  And remember: “Holding no meeting is far better than holding a bad meeting.” Cancel it!

16. Think of Board Meetings & Retreats as “Showtime” … continued  Good use of visuals – liven up the meetings  Appropriate refreshments/beverages  Invite guest speakers (or guest “listeners”) if an agenda looks light  A trend: Board meetings with fewer committee reports and more action items  Said one savvy Chamber Board President: “If Board meetings aren’t first-class, then what in the Chamber is?”

17. The Bottom Line: Great Chambers of Commerce in the 21 st Century will have a well-designed, well-executed governance structure that allows them to focus on creating significant ‘Return on Investment’ for their members. All others will likely fail.

18. Words of wisdom from a farmer : If the horse you’re riding dies … get off!