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 Association’s best interest Protect confidential information Duty of Loyalty Undivided allegiance Avoid conflicts of interest Duty of Obedience Bylaws compliance Aware of affairs of the chapter Fiduciary Responsibility
SCTE 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 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
QUALITIES OF A GOOD BOARD MEMBER Integrity Open mind Competence Sense of humor Enthusiasm
ATTRIBUTES NOT DESIRED 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
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
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
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 Don’t let it get in the way Unnecessary motions Unneeded seconds Unclear motions Ineffective use of time
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.