1. Board Roles & Responsibilities
Part 1

2. Organizational Functions Your Responsibilities
Agenda 01 02 03
Governance
Understanding what the term ‘governance’ means in not-for-profit organizations
Organizational Functions
Understanding the difference between governance and operations
Your Responsibilities
What you can do to become a great board member

3. Board members govern organizations one conversation after another.
How Boards Really Work
Board members govern organizations one conversation after another.

4. Creating GREAT Board Conversations
begins with five great attitudes
GOOD intentions for the organization
RESPECT for others involved
ENTHUSIASM for the mission
ABILITY to work with others
TRUST that good things will happen

5. Organizational Functions
separate but related
Operations
Governance
Board of directors works together to set direction, create high-level goals, and provide oversight.
Day-to-day implementation of an organization’s programs and services.
Management
Ensures the direction set by the board is carried out.

6. Which Hat?
and when?
When you are at the board table you are acting as board member and you are accountable to the Chair of the Board.
When you are in an operational role, you must take off your board member hat – you are now accountable to a staff member of the organization. Or if your organization doesn’t have any paid staff, you still have to understand that you are no longer governing, you are now supporting the operations of the organization. Always remember in your various roles, who are you accountable to?

7. Future-focused
Governance
External

8. FIVE THINGS you can do to become a GREAT board member
1. Be prepared: Read board materials & come prepared to meetings for discussion
2. Put on your governance hat: When you’re at the board table, figure out the questions that will keep you focused on the future
3. Get budget knowledge: Become familiar with the size of your annual budget and your top three budget expenditures
4. Get people knowledge: Get to know all the people who support the organization – staff, volunteers, and other board members
5. Keep your priorities clear: Put the organization first when you’re considering issues and making decisions at the board table

9. taking care of the organization
The Role of Oversight
taking care of the organization
Financial
People
Operational
Legal
Tracking trends against budget and external environment.
Following standards and monitoring performance.
Reviewing priority directives and program results.
Upholding statutory duties and duties of loyalty and care.

10. Two Key Board Responsibilities
Taking care of the organization
Taking care of itself

11. the board takes care of the organization Support the leadership
Eight Ways
the board takes care of the organization 01 02 03 04
Support the leadership
staff
Financial Oversight
Mission & Vision
Strategic Planning
Develop Resources
Monitor Programs
Public Image
Manage Risk 08 07 06 05

12. Board/ Staff Relationship
Three Ways
that board members take care of the themselves V 09 10 11 I
Board/ Staff Relationship
New Board Members
Organize Itself

13. Governance Explored 3 1 2

14. Board Meetings Big picture discussions about our direction
Reading and approving reports, monitoring programs
Considering plans, metrics and progress
Our Board meetings mainly evolve around:

15. Board Structure Ad hoc committees
Long standing and traditional committees
Committees formed to align with plans
Our Board structure consists of:
Place another x where you feel your board is operating

16. We partner and collaborate We provide direction and supervise
Relationship with the
Executive Director
We partner and collaborate
We provide direction and supervise
We advise and consult
Our relationship with our ED can be described as:

17. Organizational Knowledge
Emerging issues, significance to larger community
Day-to-day operations, budgets, policies and problems
Plans, metrics and progress to key goals, where are we going
Our Board knows and understands about:

18. Planning and Budgeting
Considers our mission and vision and how to achieve it
Considers the previous budget and determines how this year should/could be different
Considers our goals and what we need to do to reach them
Our Board has a planning cycle that:

19. Thinking big picture and outside of the box
Board Composition
Thinking big picture and outside of the box
Providing oversight, detail oriented, task specific skills or knowledge
Finding a means to an end, creating realistic logical strategies to meet goals
Our Board is balanced in skills to accomplish:

20. Generative Fiduciary Strategic
Modes of Governing
Generative
Fiduciary
Strategic

21. Generative Fiduciary Strategic
Modes of Governing
Generative
Fiduciary
Strategic
Where great governance
happens
Adapted with permission from Governance as Leadership by Chait, Ryan and Taylor

22. Board Orientation and Handbook
Mission, vision & values
Summary of programs & services
A copy of the organization’s mission, vision and values should be front and center.
Remember that board members are not always familiar with your programs before they join the board.
Strategic plan
Financial & legal information
If you have a strategic plan or goals for the next year, include it here – it will help new board members get familiar with priorities.
Include your current year’s budget, previous financial filings such as auditor’s reports, as well as the budgeting process.
Organizational structure
Board structure
This can help your board members understand who reports to who within the organization. This can also include a history of the organization.
Try to outline the board member’s individual roles, the structure of any board committees and any other board development information such as a board calendar.

23. Operational Committees
Structure
Executive Director
Task Force
Operational Committees
Board
Advisory
Committees
Task Force
Board Fundamentals | Roles and Responsibilities

24. Board Roles Chair Oversees board and executive committee meetings
Participates on various committees
Oversees searches for a new chief executive and coordinates chief executive's performance evaluation
Works in partnership with the chief executive to make sure board resolutions are carried out
Vice Chair
Carry out special assignments as requested by the board chair
Understand the responsibilities of the board chair and be able to perform these duties in the chair's absence
Participate as a vital part of the board leadership
Treasurer
Serve as the chair of the finance committee
Manage, with the finance committee, review of and action related to the board's financial responsibilities
Work with the chief executive and the chief financial officer to ensure appropriate financial reports are available to the board on a timely basis
Present the annual budget to the board for approval
Review the annual audit and answer board members' questions about the audit
Secretary
Ensure the safety and accuracy of all board records Review board minutes
Assume responsibilities of the chair in the absence of the board chair, chair-elect, and vice chair
Provide notice of meetings of the board and/or of a committee when such notice is required

25. Tools for Engaging Board Meetings
Mission, vision & values
Summary of programs & services
Board calendar
Annotated agenda
Consent agenda
Generative conversations
Meeting evaluations
A copy of the organization’s mission, vision and values should be front and center.
Remember that board members are not always familiar with your programs before they join the board.
Strategic plan
Financial & legal information
If you have a strategic plan or goals for the next year, include it here – it will help new board members get familiar with priorities.
Include your current year’s budget, previous financial filings such as auditor’s reports, as well as the budgeting process.
Organizational structure
Board structure
This can help your board members understand who reports to who within the organization. This can also include a history of the organization.
Try to outline the board member’s individual roles, the structure of any board committees and any other board development information such as a board calendar.

26. Action Plan
What are the next steps for my Board? What would I like to implement to enhance my individual contributions?

27. Questions & Comments Board Fundamentals | Roles and Responsibilities
Now, let’s make some time to answer YOUR questions.
Board Fundamentals | Roles and Responsibilities

28. Session Evaluation Your feedback matters!
Please complete the evaluation form and help us continually improve.
Board Fundamentals | Roles and Responsibilities

29. Thank you!