BOARD MEMBER ROLES AND
RESPONSIBILITIES
Bill Schankel
VP, Marketing
SCTE
A QUICK PARABLE
AGENDA
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The Role of a Board
SCTE Structure Overview and Fiduciary Duty
Pitfalls – Areas of Concerns
What is a Strategic Board
Board / Committee Structure
Role of Parliamentary Procedure
THE ROLE OF A BOARD
WHAT IS A BOARD?
The board of directors is the governing body responsible
for the ultimate direction of the organization
LEGAL RESPONSIBILITIES
Duty of
Care
Fiduciary
Responsibility
Duty of
Loyalty
Duty of
Obedience
• Association’s
best interest
• Protect
confidential
information
• Undivided
allegiance
• Avoid conflicts of
interest
• Bylaws
compliance
• Aware of affairs
of the chapter
SCTE
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Financials
Tax Status – 501(c)6
Each Chapter is under our IRS Tax ID
Your Chapter Financials are reported to the IRS
Form 990
Legal
Your chapter and board members are covered under
our liability insurance however board members have a
responsibility to the chapter and the entire society
(SCTE) as a whole.
YOUR CHAPTER BYLAWS
Legal – The chapter shall comply with all federal, state and
local laws, rules and regulations governing chapter
operations. Also, the chapter shall comply with all applicable
policies and reporting requirements to Headquarters in order
for SCTE to maintain its tax exempt status.
Liabilities – Except in cases of fraud or acts of bad faith, the
directors and officers of this organization shall not be held
personally responsible for debts, obligations, or liabilities of
the organization or for their actions on behalf of the
organization.
FIDUCIARY DUTY OF THE BOARD
Directors owe duties of “care” and “loyalty” to the
organization. These duties required the board of
directors to:
» act in good faith.
» with the care of an ordinarily prudent person in a like
position would exercise under similar circumstances,
and
» in a manner he or she reasonably believes to be in the
best interest of the organization and its members.
FIDUCIARY RESPONSIBILITIES
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Funds used to accomplish SCTE Mission
Keep accurate financial records
Enforce financial internal controls
Follow policies, procedures & bylaws
Safeguard funds
Keep chapter board informed
Whistleblower policy
GOTCHAS! PITFALLS FOR BOARD
MEMBERS
THE ROLE OF A
BOARD MEMBER
QUALITIES OF A GOOD BOARD
MEMBER
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Integrity
Open mind
Competence
Sense of humor
Enthusiasm
ATTRIBUTES NOT DESIRED
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Johnny-one-note
Devil’s advocate
Authority figure
Off-the-wall artist
Board hopper
Taken from Welcome to the Board, by Fisher Howe
RESPONSIBILITIES OF A BOARD
MEMBER
 Provide Direction for the Organization
Mission-Focused
Goal Creation
 Fiduciary Responsibility
 Program oversight and support
Evaluate events
Assist in Logistics
 Board effectiveness
Attend
Follow Policy/systems
BOARD MANAGEMENT
 Develop a list of specific qualities that should be
contained collectively within the board
Evaluate where your board is weak
 Use elections to fill upcoming voids
Succession Planning
 Do a periodic self-evaluation of board performance
WHAT IS A STRATEGIC BOARD?
STRATEGIC PLANNING
Mission &
Objectives
Environmental
Scan
Strategy
Formulation
Strategy
Implementation
Evaluation &
Control
THE STRATEGIC PLAN
ANSWERS:
 What are we doing today as a chapter that we need
to be doing different in the future to sustain
success?
 What are we not doing today that we need to be
doing in the future to sustain success?
CHARACTERISTICS OF A STRATEGIC
BOARD
 Right sizing of the Board
 Strategic vs. Tactical
 What’s on your agenda?
Reports vs. discussion
Priority-based order of business
Use of the Consent agenda
BOARD / COMMITTEE
STRUCTURE
VALUE OF COMMITTEES
PROs
 Can improve efficiency
 Reduce frequency or time of board meetings
CONs
 Arbitrarily establishing committees is a recipe for disaster
 Committee structure must be tied to priorities of the board
 Must have definitive goals and timelines
COMMITTEE TYPES AND
ALTERNATIVES
 Standing Committees
 Ad-hoc Committees
 Advisory Councils
Consider using a “Zero-based”
approach to committee formation
ROLE OF
PARLIAMENTARY
PROCEDURE
REASON FOR PARLIAMENTARY
PROCEDURE
“Parliamentary procedure is not intended to intimidate
anyone or stifle debate. Rather, its goal is to enable
deliberative bodies to practice good governance. It
ensures that the will of the majority is established and
the voice of the minority is protected.”
(Leigh Wintz, Soroptimist International of the Americas)
REASON FOR PARLIAMENTARY
PROCEDURE
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Don’t let it get in the way
Unnecessary motions
Unneeded seconds
Unclear motions
Ineffective use of time
KEY QUESTIONS
FINAL EXAM
 How is your board doing in carrying out their
fiduciary responsibilities?
 What are you and your peer board members
contributing to the board?
 How are you ensuring that the road you are on is
the correct one?
 Are you leveraging the full value of the board
members on your board?
 Have you made plans to implement an idea or
concept you heard today?
PARTING THOUGHT
There is only one thing worse than training your
volunteers and having them leave - and that's not
training them, and having them stay.
QUESTIONS/COMMENTS?