The Georgia Association on Young Children
Board of Directors
Orientation
Adapted by GAYC from the
Southern Early Childhood Association Training Module 5:
Part A & B
Topics to be presented…
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The role of associations
GAYC mission and vision
Responsibilities and structure of the Board of Directors
Board member job descriptions
Committee system design and function
The Board Policy Manual
Fiduciary duty, conflicts of interest, and confidentiality
Board attendance policies and quorums
Meeting agendas and meetings
Board information and communication systems
GAYC programs, projects, and services
Why are associations important?
• Provide members with tools to be more
effective in their profession.
• Create and disseminate new ideas.
• Create a “community of knowledge” for a
profession.
GAYC Vision
Our vision is a world in which all young
children have the learning opportunities
they need for healthy development,
supported by early childhood educators who
have education, financial support, and the
recognition of their community.
GAYC Mission
The mission of the Georgia Association on
Young Children is to encourage and support
healthy development in young children by
working with others:
1) to increase public awareness of the importance of
early childhood education, and
2) to improve the quality of programs for young
children through learning opportunities for early
childhood educators.
Characteristics of Non-Profit Organizations
Mission Driven
Limited Resources
Inter-Organizational Relationships
Multiple Stakeholders
The Board of Directors is…
…the group of people legally charged with the
responsibility to govern a corporation. GAYC is
independently incorporated and affiliated with
SECA and NAEYC. GAYC has it’s own 501 (c) 3
tax exempt status.
Responsibilities of a Nonprofit
Association’s Board of Directors
1. Organization Character
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Determine the organization’s mission and
purpose and target audience
With the Executive Director, plan Board
meeting agendas and the strategic direction for
the organization’s programs
Provide input into and approve annual and longrange strategic plans
Responsibilities of a Nonprofit
Association’s Board of Directors
2. Finances
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Provide for fiscal accountability
Formulate policies related to contracts
Finalize and approve 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 the Executive Director
• Plan and propose committee organization and
approve appointment of committee chairs
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
• Help network the association with other
organizations
• Recruit new Board members
• Nurture leadership by encouraging committee
involvement and participation in GAYC efforts
* DISCUSSION *
How do you feel you can contribute to the
GAYC Board of Directors?
How can you benefit from serving on the
GAYC Board?
The Structure of the Board of Directors
The size of GAYC’s Board is based on GAYC’s
organization needs. Since the GAYC staff is small, the
GAYC Board is both a policy and a working board. Our
GAYC Board averages 35 members.
To give sufficient time to learn the position and make
contributions the terms on the GAYC Board are as
follows:
President – 5 years (President elect, President and Past President)
Executive and Committee Members – 3 years
District Representatives – 4 years
The Structure of the Board of Directors
GAYC Executive Committee
(Officers and SECA Representative)
District Representatives
(2 per each of 10 Districts)
Committee Chairs
(17)
The GAYC Staff Structure
Executive Director
Business Manager
Accreditation Facilitation Project Coordinator
Conference Coordinator (part-time)
GAYC Projects Coordinator (part-time)
What should be the board’s relationship to the
association’s staff?
In general, the Board determines policies and general
direction, the staff implements day-to-day
operations.
Board Member Job Descriptions
Individual Board Members
• Attend and provide input at all Board meetings
• Review agenda prior to meetings
• Serve on at least one committee and/or task force
• Inform others about the organization
• Assist in Board recruitment
• Keep up-to-date on field developments
• Follow organization’s fiduciary, confidentiality,
liability and conflict of interest policies
Committees
Committees are formed to…
• Spread out the Board of Director’s workload
• Assist in developing Board expertise
• Handle ongoing organizational responsibility
Basic Needs of Effective Committees
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All committees need clear direction.
All committees need written records.
All committees need to succeed.
All committees need healthy working
relationships and a team spirit.
* DISCUSSION *
What talents do you have in relation to
GAYC’s work?
What committee would be a good match for
your talents and expertise?
The GAYC Policy Manual contains:
• GAYC Board Structure
• Job Descriptions and Responsibilities (Board and
Central Office)
• Bylaws
• GAYC Policies and Guidelines
• Appendices (forms)
Let’s look now at your specific job description.
Please locate it in a GAYC Policy Manual
Guidelines for Effective Use of
Board Manual and Board Webpage
• Utilize the manual as an orientation
“textbook” and an ongoing working tool.
• Refer to the board webpage often as a
resource.
• Ask questions. Share the resources.
• Evaluate usefulness at least every 3 years.
Board Webpage Information
The Board Secure webpage and the GAYC website
contain working documents:
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Board and Staff Directory
Historical references
Strategic Plan
Budgets, finances and fundraising
Reports
Public policy information
GAYC training, projects and publications flyers
* DISCUSSION *
• How might the Policy Manual and Information
Packet be used by Board members to help them
achieve association goals?
• How often do you think you might refer to the
manual and packet? In what situations?
• What other items should we include to make the
information more useful to you?
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. Written
records must be kept on conflicts of interest.
Confidentiality
Board members must maintain in
confidence, indefinitely, whatever
information the association desires to keep
confidential.
* DISCUSSION *
What are your responsibilities regarding
fiduciary duty, conflicts of interest, and
confidentiality within the organization and
among Board members?
Board Attendance Policy
• The attendance policy is intended to support full
contribution of all Board members.
• Every member receives a copy of the attendance
policy within the Members of the Board of
Directors: General Responsibilities found in your
Policy Manual, page 7.
• What is the attendance policy for the GAYC
Board?
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 the organization’s
quorum appears in the GAYC bylaws. For GAYC
a quorum at any duly called meeting shall consist
of the Board members present, including at least
two (2) Officers, with a minimum of 10 Board
members present in order to conduct business.
* DISCUSSION *
Since attendance is so important, what are
some steps you need to take to ensure that
you are able to attend?
Life happens. If you are unable to attend what
steps do you think you should take?
Typical Meeting Agendas
• Robert’s Rules of Order are used as a general
framework for meetings
• Details specify a balance of reports with discussion,
input gathering and decision-making
• Action to be taken is specified by either a V (vote) or an
A (action)
Examples:
Amended Budget - V (Vote required)
Board Retreat Plans – A (Action needed)
Guidelines for Minutes
• Minutes are serious legal documents which
the auditor reviews
• No standard format, but detail is necessary.
Board votes are recorded and summarized.
• Include logistical aspects of the meeting
(time, location, attendance, voting)
• Board Secretary’s responsibility
• Distribution to Board and Board approval is
required
* DISCUSSION *
Many of us have a tendency to ignore minutes of
meetings.
What are a few reasons why this may not be a good
idea while serving as a member of a board of
directors?
GAYC’s
Board Information System
Two weeks before quarterly Board meetings: agenda, consent
items, information about issues for discussion, committee
reports, finances (emailed and/or posted on secure board
page)
Two weeks before Annual Retreat: proposed budget
After each Board meeting: minutes, notice of next meeting
Monthly: financial report to Finance and Executive
Committee, significant PR pieces
Quarterly: financial report to full Board
Regularly: current activity memos, updated Board manual
material, advance copies of promotional material and
publications, communication among committee members
Characteristics of Good Board Information
At one point or another each of you will share
information with the GAYC Board. Please keep
these communication characteristics in mind:
• Concise – End Point First
• Meaningful – to GAYC
• Timely
• Relevant to responsibilities
• Best available data or information
• Clear context
• Graphic or visual presentations work best
* DISCUSSION *
• Are there particular issues that you would
like to know the GAYC’s stand on?
• Are there particular issues that you feel are
important and would like GAYC to explore
in more depth?
Sources 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?
Thank-you for volunteering
your time to serve on the
GAYC Board of Directors!