Training Module 5: Part A
The Board of Directors –
Structure and Activities
Presented by the
Southern Early Childhood Association
Topics to be Presented…
• Responsibilities and structure of the Board of
Directors
• Board member job descriptions
• Committee system design and function
• The Board manual
• Fiduciary duty, conflicts of interest, and
confidentiality
• Board attendance policies and quorums
• Meeting agendas and meetings
• Board information systems
The Board of Directors is…
…the group of people legally charged with
the responsibility to govern a corporation.
Responsibilities of a Nonprofit
Association’s Board of Directors
1. Organizational Character
• Determine the organization’s mission and
purpose
• Provide input into and approve annual and
long-range objectives
• With the Executive Director, plan Board
meeting agendas
Responsibilities of a Nonprofit
Association’s Board of Directors
2. Finances
• Provide for fiscal accountability
• Formulate policies related to contracts
• Finalize and approve the budget
• Approve expenditures outside the budget
• Acquire sufficient resources for the organization
• Solicit contributions in fundraising campaigns
Responsibilities of a Nonprofit
Association’s Board of Directors
3. Personnel
• Employ Executive Director and approve staffing
decisions
• Plan and propose committee organization and
appoint committee members
4. Program Assessment
• Monitor achievement of specific program goals
and objectives
• Oversee evaluation of products, services and
programs
Responsibilities of a Nonprofit
Association’s Board of Directors
5. Public Relations and Recruitment
• Represent the organization in the
community and help network the
association with other organizations
• Recruit new Board members
* DISCUSSION *
• What responsibilities are assigned, either
formally or informally, to your association’s
Board of Directors?
• Do these responsibilities ensure that all
association needs are met, or are there other
duties that should be delegated to the Board
of Directors?
The Structure of the Board of Directors
• How large should the Board of Directors
be?
- Examine organization needs
• What should be the length of a Board
member’s term?
- Aim for institutional renewal
The Structure of the Board of Directors
• What committees should the Board of
Directors authorize?
- Executive, program, finance, conference
• How should committee members be
chosen?
- Examine workload and expertise
The Structure of the Board of Directors
• Should the Executive Director be a member
of the Board of Directors?
- Advantages and disadvantages
* DISCUSSION *
• How is your association’s Board of
Directors structured? How often are new
members added to the Board, and how are
they chosen? Are committees utilized
effectively?
• What changes could be made to the
structure of your association’s Board of
Directors and committee system in order to
help the Board (and association) function
more effectively and efficiently?
Board Member Job Descriptions
Chair of the Board of Directors
• Oversee Board and Executive Committee
meetings
• Serve as ex-officio member of committees
• Work to ensure resolutions are implemented
• Appoint committee chairs
• Help prepare Board meeting agendas
• Recruit new Board members and conduct new
member orientation
• Handle Executive Director personnel issues
• Act as alternate organization spokesperson
• Assist with Board self-assessment
Board Member Job Descriptions
Secretary of the Board of Directors
• Attend all Board meetings
• Serve on the Executive Committee
• Maintain all Board records
• Review Board minutes
• Assume responsibilities of Chair in their absence
• Provide notice of Board or committee meetings
Board Member Job Descriptions
Treasurer of the Board of Directors
• Understand financial accounting for nonprofit
organizations
• Serve as financial officer and chairperson of the
finance committee
• Manage Board’s review of action related to
financial responsibilities
• Ensure financial reports are made available to the
Board regularly and promptly
• Review annual audit and address Board concerns
Board Member Job Descriptions
Individual Board Members
• Attend all Board and committee meetings and
functions
• Review agenda prior to meetings
• Serve on committees and task forces
• Inform others about the organization
• Assist in Board recruitment
• Keep up-to-date on field developments
• Follow organization’s fiduciary, confidentiality,
and conflict of interest policies
* DISCUSSION *
•
How are officers for your association’s
Board of Directors selected?
•
Are clearly written job descriptions
consistently maintained, with updated
copies placed in Board manuals regularly?
Should any of your Board’s job
descriptions be revised in order to prevent
the overlap of responsibilities or potential
miscommunication?
Committees
Committees are formed to…
• Spread out the Board of Directors’ workload
• Assist in developing Board expertise
• Save time
• Handle an ongoing organizational
responsibility
Basic Needs of Effective Committees
1.
2.
3.
4.
All committees need clear direction.
All committees need written records.
All committees need to succeed.
All committees need healthy working
relationships.
* DISCUSSION *
• How are your Board’s committees
managed?
• Does this style of management and structure
allow the committees to succeed by the
standards listed in this presentation? If not,
what changes should be made?
The Board Manual
A Board manual serves two functions:
1. Orientation handbook for new Board
members
2. Working tool for experienced Board
members
Guidelines for Effective Board Manuals
• Keep each item brief.
• Utilize the manual as an orientation
“textbook.”
• Encourage open discussion about the
material.
• Regularly evaluate the manual’s usefulness.
• Include limited examples.
Board Manual Contents Checklist
•
•
•
•
•
•
•
Information about the Board of Directors
Historical references
Strategic framework
Board meeting minutes
Board policies
Finances and fundraising
Staff and other organizational information
* DISCUSSION *
• How helpful is the manual used by your
association’s Board of Directors in helping
the Board achieve association goals? Do
Board members refer to this manual often?
• What items should be included that are
currently omitted?
Fiduciary Duty
Fiduciary duty requires the exercise of
reasonable care in performing association
functions, characterized by honesty and
good faith, always placing association
interests ahead of individual interests.
Conflicts of Interest
• A conflict of interest may exist when a member
participates in the decision-making process on an
issue for the association while concurrently having
other interests that could tend that member toward
bias.
• General procedures for dealing with conflicts of
interest: disclosure, recusal, resignation
Confidentiality
Members must maintain in confidence,
indefinitely, whatever information the
association desires to keep confidential.
* DISCUSSION *
•
•
What are your association’s regulations
regarding fiduciary duty, conflicts of
interest, and confidentiality within the
organization and among Board members?
Are these regulations enforced?
Is your association doing all it can to
protect itself legally in terms of these three
areas?
Board Attendance Policy
• This policy is intended to support full
contribution of all Board members.
• Every member should receive a copy.
• The policy should be reviewed annually.
• Policy details are based on specific Board
needs.
• Board members should precisely document
and date all attendance communication.
What is a Quorum?
A quorum defines how many Board
members must be in the room before a
meeting can begin and binding decisions
may be made.
The number constituting an organization’s
quorum should appear in its association
bylaws.
* DISCUSSION *
•
•
•
What is your association’s attendance
policy for its Board of Directors?
Is this policy enforced, and do members
value their commitment to the
organization to attend all required
meetings?
Does the Board regularly have the
necessary quorum to ensure the
organization progresses toward its goals?
Guidelines for Meeting Agendas
• Employ a detailed agenda for each meeting
• Specify what action needs to be taken by
the Board on the issues at hand
• Examples:
Discuss meeting minutes (Approval required)
Finance Committee Report (Approve budget changes)
Board Development Committee (Approve retreat plans)
Guidelines for Writing the Minutes
• Minutes are serious legal documents
• No standard format, but detail is necessary
• Include logistical aspects of the meeting
(time, location, attendance, voting)
• Board Secretary’s responsibility
• Distribution and Board approval
* DISCUSSION *
•
Does your association always utilize specific
and detailed agendas for Board meetings?
•
Do these agendas encourage action (rather than
simply discussion)?
•
Are detailed minutes for every meeting taken
and distributed regularly?
•
What could be done to improve the organization
of your association’s Board meetings?
Board Information Systems
• Effective systems should focus on decisionmaking, stimulate participation, and support
a balance of responsibility between the
Board and association staff.
• Information systems require input from both
the Board and association staff.
Basic Ingredients of a
Board Information System
Two weeks before quarterly Board meetings: agenda,
information about issues for discussion, committee reports,
finances
Two weeks before annual Board meeting: annual budget,
audit report, strategic plan
After each Board meeting: minutes, notice of next meeting
Monthly: financial report, significant PR pieces
Quarterly: financial report
Regularly: current activity memos, updated Board manual
material, advance copies of promotional material and
publications
Characteristics of Good Board Information
1.
2.
3.
4.
5.
6.
7.
Concise
Meaningful
Timely
Relevant to responsibilities
Best available
Clear context
Graphic presentation
* DISCUSSION *
• Does a Board Information System exist in your
organization, and if so, how is it structured?
• How effective is your association at distributing
timely and important information to the Board of
Directors?
• What is the quality (and quantity) of the
information that is distributed to Board members?
• Are there areas in which improvements should be
made?
Resources consulted for this presentation:
• www.BoardSource.org 2006
• Outi Flynn. “Meeting Participation.” Meet Smarter: A Guide to
Nonprofit Board Meetings. BoardSource, 2006.
• Jerald Jacobs. Association Law Handbook. Washington, DC: American
Society of Association Executives, 1996.
• Carter McNamara. “Board Attendance Policy (Sample),” “Board and
Staff Responsibilities,” “Sample Board of Directors Meeting Minutes,”
Authenticity Consulting, LLC, 2006. http://www.managementhelp.org
• The Nonprofit Board Book: Strategies for Organizational Success.
Revised edition. West Memphis, AR: Independent Community
Consultants, 1985.
• “Sample Board of Directors Meeting Agenda,” in Field Guide to
Developing and Operating Your Nonprofit Board of Directors, as
reprinted on http://www.managementhelp.org 2006
Any final thoughts or questions?