1. A Board of Leaders TrainND Northeast Department of Training & Continuing Education Lake Region State College

2. Why? Why are you (or want to be) a Board Member? Why are you (or want to be) a Board Member? Ask Yourself: Ask Yourself: Why do I want to serve on this board? Why do I want to serve on this board? You need a desire to see the organization grow. You need a desire to see the organization grow. Do I believe in the importance of the organization to the community and society in general? Do I believe in the importance of the organization to the community and society in general? You need to understand what the organization does and how it contributes to society. You need to understand what the organization does and how it contributes to society. Can I endorse the mission of the organization WITHOUT reservation? Can I endorse the mission of the organization WITHOUT reservation? You need to be an advocate for the organization. You need to be an advocate for the organization.

3. Before You Say Yes, … Have you thought about the expectations? Active participation Board and staff relations ConductConfidentiality Conflict of interest Image Individual authority Loyalty Meeting preparation

4. The BIG Picture The concept of public trust embodies the values and responsibilities of board members to the community. The concept of public trust embodies the values and responsibilities of board members to the community. As a board member you represent the broader interests of the community… not your own. As a board member you represent the broader interests of the community… not your own.

5. The BIG Responsibility In addition to the public trust there are generally accepted performance expectations for individual board members. In addition to the public trust there are generally accepted performance expectations for individual board members. The key to becoming an effective board member is to be aware of these expectations and to work at improving your skills over time. The key to becoming an effective board member is to be aware of these expectations and to work at improving your skills over time.

6. What About Liability? When an organization incorporates, it limits an individual board members’ liability. The key word is “limit.” Liability is not entirely eliminated. When an organization incorporates, it limits an individual board members’ liability. The key word is “limit.” Liability is not entirely eliminated. The board must follow its constitution and by-laws and the legislation under which it was established. The board must follow its constitution and by-laws and the legislation under which it was established.

7. Specific Instances of Potential Liability Non-management is evident if an individual board member disregards management responsibilities. Non-management is evident if an individual board member disregards management responsibilities. Negligence or willful mismanagement is evident if a board or board member conducts duties poorly, improperly, or dishonestly. Negligence or willful mismanagement is evident if a board or board member conducts duties poorly, improperly, or dishonestly. Conflict of interest is evident if a board member stands to gain personally from a transaction made by an organization. Conflict of interest is evident if a board member stands to gain personally from a transaction made by an organization.

8. Specific Instances of Potential Liability When a board member does not fulfill individual and/or board responsibilities, he or she is guilty of non-management. When a board member does not fulfill individual and/or board responsibilities, he or she is guilty of non-management. An example of non-management is failure to attend board meetings on a regular basis. An example of non-management is failure to attend board meetings on a regular basis.

9. Specific Instances of Potential Liability When a board member conducts board duties poorly, improperly, or dishonestly, he or she is guilty of negligence or willful mismanagement. When a board member conducts board duties poorly, improperly, or dishonestly, he or she is guilty of negligence or willful mismanagement. Hiring unqualified staff, misrepresenting facts of an issue, or poorly managing the organization’s finances are examples of negligence of willful mismanagement. Hiring unqualified staff, misrepresenting facts of an issue, or poorly managing the organization’s finances are examples of negligence of willful mismanagement.

10. Specific Instances of Potential Liability When a board member stands to gain personally from a transaction made by the organization, he or she is guilty of conflict of interest, or, self-dealing. When a board member stands to gain personally from a transaction made by the organization, he or she is guilty of conflict of interest, or, self-dealing. An example of conflict of interest or self- dealing is selling and purchasing property. An example of conflict of interest or self- dealing is selling and purchasing property.

11. Specific Instances of Potential Liability Board members are REQUIRED to carry out their roles, responsibilities, and functions with a full understanding and appreciation of the considerable legal responsibilities that go with the position. Board members are REQUIRED to carry out their roles, responsibilities, and functions with a full understanding and appreciation of the considerable legal responsibilities that go with the position.

12. Specific Instances of Potential Liability As a board member, your best protection is prevention. Make sure that you: As a board member, your best protection is prevention. Make sure that you: Are aware of your legal responsibilities as a board member. Are aware of your legal responsibilities as a board member. Know the policies in place to guide the actions and behaviors of both board members and staff. Know the policies in place to guide the actions and behaviors of both board members and staff. Participate in completing annual liability checklists. Participate in completing annual liability checklists.

13. Specific Instances of Potential Liability If every board member practiced the public trust and performance expectations as suggested, individual liability would not be an issue. If every board member practiced the public trust and performance expectations as suggested, individual liability would not be an issue.

14. The BIG Adventure Being a board member can be one of the greatest adventures of your life. Your participation can change your life and you can change your community for the better. Being a board member can be one of the greatest adventures of your life. Your participation can change your life and you can change your community for the better. Ultimately, you have to weigh your commitment to the cause, your knowledge of the organization, and your personal obligations. Ultimately, you have to weigh your commitment to the cause, your knowledge of the organization, and your personal obligations.

15. The Role of the Board The board’s primary role is one of oversight, leadership, direction, and policy setting. The board’s primary role is one of oversight, leadership, direction, and policy setting. The Board of Directors is the highest level of decision-making and authority in a non-profit organization. It’s central role involves: The Board of Directors is the highest level of decision-making and authority in a non-profit organization. It’s central role involves: Governing the organization Governing the organization Directing the creation, administration, and evaluation of major policies Directing the creation, administration, and evaluation of major policies Ensuring the effectiveness, credibility, and viability of the “organization” Ensuring the effectiveness, credibility, and viability of the “organization”

16. The Role of the Board The Board The Board Meets its responsibility for Purpose through its framework governance function. Meets its responsibility for Purpose through its framework governance function. Meets its responsibility for Continuity through its board self-governance function. Meets its responsibility for Continuity through its board self-governance function. Meets its responsibility for Progress through its operational governance function (program, personnel, finance). Meets its responsibility for Progress through its operational governance function (program, personnel, finance). Meets its responsibility for Identity through its advocacy governance function. Meets its responsibility for Identity through its advocacy governance function.

17. Governance Models Policy Board Policy Board Is involved in governing the work, and perhaps some minor involvement in managing the work, usually through committees. It has no involvement in doing the work. Is involved in governing the work, and perhaps some minor involvement in managing the work, usually through committees. It has no involvement in doing the work. Working Board or Administrative Board Working Board or Administrative Board Is involved in governing the work, managing the work, and doing the work. Is involved in governing the work, managing the work, and doing the work. Which kind of board are you?

18. Governance Models The Policy Board The Policy Board Tends to concern itself primarily with planning, determining the overall direction of the organization, and creating and evaluating major policies. Tends to concern itself primarily with planning, determining the overall direction of the organization, and creating and evaluating major policies. Is not so much involved in determining the day-to-day processes or means by which policies are implemented, as in the outcomes or results to be achieved. Is not so much involved in determining the day-to-day processes or means by which policies are implemented, as in the outcomes or results to be achieved. Delegates the responsibility of implementing policies and managing the organization's daily business to an Executive Director. The Executive Director may, in turn, have a staff of employees and volunteers that deliver the organization’s programs or services. Delegates the responsibility of implementing policies and managing the organization's daily business to an Executive Director. The Executive Director may, in turn, have a staff of employees and volunteers that deliver the organization’s programs or services. Must beware of such potential problems as having insufficient policy development skills, overstepping the bounds of its role by getting involved in operational matters. Must beware of such potential problems as having insufficient policy development skills, overstepping the bounds of its role by getting involved in operational matters.

19. Governance Models The Working or Administrative Board The Working or Administrative Board Concerns itself with the organization’s operations as well as with planning, setting direction, and determining evaluation policies. Concerns itself with the organization’s operations as well as with planning, setting direction, and determining evaluation policies. Is involved in many of the practical, day-to-day activities of the organization such as bookkeeping, service delivery, writing grant applications, and so on. Is involved in many of the practical, day-to-day activities of the organization such as bookkeeping, service delivery, writing grant applications, and so on. May or may not have staff to whom some responsibilities are delegated. May or may not have staff to whom some responsibilities are delegated. Must beware of such potential problems as board member burn out, taking on responsibilities beyond skill level, delegating too much work to staff, and role confusion with staff members. Must beware of such potential problems as board member burn out, taking on responsibilities beyond skill level, delegating too much work to staff, and role confusion with staff members.

20. Governance Models In reality, most boards are not purely one or the other: usually they fall somewhere in between these two models. In reality, most boards are not purely one or the other: usually they fall somewhere in between these two models. It is important for you to understand your boards model in order to know how your role is to be executed and to stay on track. It is important for you to understand your boards model in order to know how your role is to be executed and to stay on track. Where do your boards fall within these models?

21. Governance Models A governance model provides the board with focus and an established system for making decisions. A governance model provides the board with focus and an established system for making decisions. A model alone will not ensure that the board effectively fulfills its role: the individuals who make up the board are just as critical to its success. A model alone will not ensure that the board effectively fulfills its role: the individuals who make up the board are just as critical to its success.

22. Developing Policy Policies are developed to: Policies are developed to: Establish and clarify the organization’s mission, rules, regulations, and procedures Establish and clarify the organization’s mission, rules, regulations, and procedures Direct actions of the board, its committees, and staff Direct actions of the board, its committees, and staff The board and its committees work with the staff to develop policy. The board and its committees work with the staff to develop policy. Give structure, provide order, predictability, control, and clarity to the organization. Give structure, provide order, predictability, control, and clarity to the organization. The governing board is the only body authorized to approve policies on behalf of the organization. The governing board is the only body authorized to approve policies on behalf of the organization. Staff develop procedures to implement policy. Staff develop procedures to implement policy.

23. Types of Policies Framework policies Framework policies Include belief statements which clarify the organization’s values, philosophy, beliefs, and principles, providing context for other framework statements. Include belief statements which clarify the organization’s values, philosophy, beliefs, and principles, providing context for other framework statements. Vision Statement – provides a picture of what would happen if organizational values and beliefs became reality. Vision Statement – provides a picture of what would happen if organizational values and beliefs became reality. Mission Statement – declares what business the organization is in and how the organization will work towards its vision. Explains what is unique about the organization and what it adds to society. Mission Statement – declares what business the organization is in and how the organization will work towards its vision. Explains what is unique about the organization and what it adds to society.

24. Types of Policies Framework policies (continued) Framework policies (continued) Target Statement – defines the clients, consumers, or audience the organization serves. Whom does this organization target for services, who benefits from the services, and who are the priorities for service? Target Statement – defines the clients, consumers, or audience the organization serves. Whom does this organization target for services, who benefits from the services, and who are the priorities for service? Aim Statement – builds on the mission statement to clarify the end results of the organization in major areas. Aim Statement – builds on the mission statement to clarify the end results of the organization in major areas.

25. Types of Policies Board Self-governance Policies – state how the board will govern itself and the organization. These policies set out the principles, rules, governing style, roles, responsibilities, and functions of the membership, board, board members, and board committees. Board Self-governance Policies – state how the board will govern itself and the organization. These policies set out the principles, rules, governing style, roles, responsibilities, and functions of the membership, board, board members, and board committees.

26. Types of Policies Self-governance Policies Include: Self-governance Policies Include: Policy-making – clear, comprehensive statement that sets out the procedures, terms, and conditions under which policy is made. Policy-making – clear, comprehensive statement that sets out the procedures, terms, and conditions under which policy is made. Governing style – defines the management style of the board, covers the type of board, committee system, and board structure. Governing style – defines the management style of the board, covers the type of board, committee system, and board structure. Role, responsibilities and functions – answers the questions: what are the roles and functions of the board and its members, officers, and committees – what do they do and how do they do it? Role, responsibilities and functions – answers the questions: what are the roles and functions of the board and its members, officers, and committees – what do they do and how do they do it?

27. Types of Policies Self-governance Policies Include: Self-governance Policies Include: Board member code of conduct – addresses such issues as conflict of interest, individual authority, and loyalty to the organization. Board member code of conduct – addresses such issues as conflict of interest, individual authority, and loyalty to the organization. Board recruitment, orientation, training, and evaluation – outlines preferred board composition, nomination procedures, etc. Board recruitment, orientation, training, and evaluation – outlines preferred board composition, nomination procedures, etc.

28. Types of Policies Operational Policies Operational Policies Outline the board’s directions for personnel, financial, and program functions. Outline the board’s directions for personnel, financial, and program functions. Direct the actions of the executive director, staff, and service volunteers. Direct the actions of the executive director, staff, and service volunteers.

29. Types of Policies Advocacy Policies Advocacy Policies Set out the organization’s response to matters affecting its relationship to the community and society. Set out the organization’s response to matters affecting its relationship to the community and society. Establish how the organization will promote its mission to the public and how it will respond to controversial issues or sensitive matters. Establish how the organization will promote its mission to the public and how it will respond to controversial issues or sensitive matters. Create public awareness of a problem the organization perceives to exist or support for the solution it is trying to bring about. Create public awareness of a problem the organization perceives to exist or support for the solution it is trying to bring about. What types of policies do you support?

30. Transparency Transparency means that, as a steward of public trust, your board must ensure that its communications are open, honest, understandable, and accessible. Transparency means that, as a steward of public trust, your board must ensure that its communications are open, honest, understandable, and accessible. Being transparent, including communicating to members, stakeholders, and the public in making information available upon request is a crucial task for effective boards. Being transparent, including communicating to members, stakeholders, and the public in making information available upon request is a crucial task for effective boards. It must be a two-way street, you must ensure the board is both speaking and listening. It must be a two-way street, you must ensure the board is both speaking and listening.

31. Transparency Sending the message Sending the message The board should make certain that information regarding the organization’s mission, programs, finances, fundraising, and other activities is regularly communicated to its stakeholders. The board should make certain that information regarding the organization’s mission, programs, finances, fundraising, and other activities is regularly communicated to its stakeholders. Reaching out to interested parties with relevant communications not only keeps your organization top-of-mind, but also creates involvement and confidence in your organization. Reaching out to interested parties with relevant communications not only keeps your organization top-of-mind, but also creates involvement and confidence in your organization.

32. Transparency Sending the message Sending the message Non-profits must also be responsive to requests for information. Non-profits must also be responsive to requests for information. Have communication materials readily available when such requests are received to create the image of a transparent, trustworthy organization. Have communication materials readily available when such requests are received to create the image of a transparent, trustworthy organization.

33. Transparency Sending the message Sending the message Sending the message is a clear concise plan of communicating with stakeholders that is shared by all members – it is every board member sharing the same message with all stakeholders. Sending the message is a clear concise plan of communicating with stakeholders that is shared by all members – it is every board member sharing the same message with all stakeholders. Sending the message is NOT– the local coffee spot or basketball game. Sending the message is NOT– the local coffee spot or basketball game. It is NOT private conversations that take place in public. It is NOT private conversations that take place in public. It is NOT only a once a year report in the local newspaper. It is NOT only a once a year report in the local newspaper.

34. Transparency Getting the message Getting the message Not only must the board communicate regularly to stakeholders about its activities, but it must also seek input from its constituents and the public. This could be done by way of “town hall meetings”, open board meetings, surveys, program evaluations, focus groups, or other mechanisms. Not only must the board communicate regularly to stakeholders about its activities, but it must also seek input from its constituents and the public. This could be done by way of “town hall meetings”, open board meetings, surveys, program evaluations, focus groups, or other mechanisms. In what ways has your board solicited public input?

35. Transparency Getting the message Getting the message Not only do such listening opportunities enhance the organization’s image as being open and accessible, but they can also provide the board with valuable ideas for improvements. The board must also be receptive to complaints and should have appropriate grievance procedures in place to deal with complaints. Not only do such listening opportunities enhance the organization’s image as being open and accessible, but they can also provide the board with valuable ideas for improvements. The board must also be receptive to complaints and should have appropriate grievance procedures in place to deal with complaints.

36. Transparency Remember, a board must not only be accountable, it must be SEEN to be accountable. Remember, a board must not only be accountable, it must be SEEN to be accountable. Communication about how the board meets its accountability adds to credibility. Communication about how the board meets its accountability adds to credibility.

37. Board Member Responsibilities Each Board consists of designated officers Each Board consists of designated officers Each officer has specified duties or roles Each officer has specified duties or roles Officers may have duties assigned as President, Vice President, Chair, Secretary, or Treasurer Officers may have duties assigned as President, Vice President, Chair, Secretary, or Treasurer What designated officers does your board have and what are their responsibilities?

38. Board Member Responsibilities In addition to designated offices, each board member has responsibility for the following: Active participation Board and staff relations ConductConfidentiality Conflict of interest Image Individual authority Loyalty Meeting preparation What are your “Performance Expectations”?

39. Board Member Responsibilities Loyalty Loyalty The duty of complete and undivided loyalty requires that the interest of the organization and the interest of the public, take precedence over the board member's personal interests. The duty of complete and undivided loyalty requires that the interest of the organization and the interest of the public, take precedence over the board member's personal interests. A board member must loyally and without self- interest, further the objectives of the organization by acting fairly and in the best interest of the organization. A board member must loyally and without self- interest, further the objectives of the organization by acting fairly and in the best interest of the organization.

40. Board Member Responsibilities Loyalty Loyalty While differences of opinion are sure to arise, board members should seek to keep disagreements impersonal. By practicing discretion and accepting decisions made on a majority basis, board unity and confidence will be promoted. While differences of opinion are sure to arise, board members should seek to keep disagreements impersonal. By practicing discretion and accepting decisions made on a majority basis, board unity and confidence will be promoted.

41. Board Member Responsibilities Loyalty Breaches Loyalty Breaches Board members might breach the duty of loyalty when they engage, directly or indirectly, in transactions between themselves as members and themselves as individuals or with family members or businesses in which they hold an interest. Board members might breach the duty of loyalty when they engage, directly or indirectly, in transactions between themselves as members and themselves as individuals or with family members or businesses in which they hold an interest. Board members should not engage in any transaction that is adverse to the organization, engage in any competing enterprise to the detriment of the organization, divert an organizational opportunity for personal gain, or derive any kind of secret profit or other advantage in dealing with or on behalf of the organization. Board members should not engage in any transaction that is adverse to the organization, engage in any competing enterprise to the detriment of the organization, divert an organizational opportunity for personal gain, or derive any kind of secret profit or other advantage in dealing with or on behalf of the organization.

42. Board Member Responsibilities Loyalty - The following are specific actions board members should take to ensure that their duty of loyalty is being fulfilled: Loyalty - The following are specific actions board members should take to ensure that their duty of loyalty is being fulfilled: Always put the interest of the charity first Always put the interest of the charity first Refrain from diverting a business opportunity available to the charity for his or her own gain Refrain from diverting a business opportunity available to the charity for his or her own gain If at all possible, avoid transactions involving potential conflicts of interest and self-dealing situations If at all possible, avoid transactions involving potential conflicts of interest and self-dealing situations

43. Board Member Responsibilities Conflict of Interest Conflict of Interest Disclose to the Board or committee the nature of your interest in advance of any consideration Disclose to the Board or committee the nature of your interest in advance of any consideration Refrain from influencing or seeking to influence a decision in relation to the matter Refrain from influencing or seeking to influence a decision in relation to the matter Take no part in any consideration of the matter Take no part in any consideration of the matter Withdraw from the meeting for so long as the matter is being discussed or considered by the Board or committee and not vote or otherwise act as a member, chief executive, or employee in relation to the matter Withdraw from the meeting for so long as the matter is being discussed or considered by the Board or committee and not vote or otherwise act as a member, chief executive, or employee in relation to the matter

44. Board Member Responsibilities Conflict of interest exists if: Conflict of interest exists if: A person or any member of your household is a member of a company, or any other body, which has a beneficial interest in, or material to, the matter to be considered A person or any member of your household is a member of a company, or any other body, which has a beneficial interest in, or material to, the matter to be considered A person or any member of your household is in partnership with, or is in the employment of a person who has a beneficial interest in, or material to, such matter A person or any member of your household is in partnership with, or is in the employment of a person who has a beneficial interest in, or material to, such matter A person or any member of your household is a party to any arrangement or agreement concerning land to which such a matter relates A person or any member of your household is a party to any arrangement or agreement concerning land to which such a matter relates Any member of your household has an interest in, or material to, such a matter Any member of your household has an interest in, or material to, such a matter

45. Board Member Responsibilities A person will not be regarded as having a beneficial interest in a matter if the interest is so remote or insignificant that it cannot reasonably be regarded as likely to influence a person in considering, discussing or in voting on, any question relating to the matter. A person will not be regarded as having a beneficial interest in a matter if the interest is so remote or insignificant that it cannot reasonably be regarded as likely to influence a person in considering, discussing or in voting on, any question relating to the matter. If a member of the Board is in doubt as to whether a beneficial interest exists, he or she should consult with the Chair. Members of committees should consult with the chair of the committee on which they are serving. Staff and others persons should consult with the chief executive/director. If a member of the Board is in doubt as to whether a beneficial interest exists, he or she should consult with the Chair. Members of committees should consult with the chair of the committee on which they are serving. Staff and others persons should consult with the chief executive/director. Particulars are to be recorded in the minutes of the meeting of the Board or any committee. Particulars are to be recorded in the minutes of the meeting of the Board or any committee.

46. Board Member Responsibilities Conflict of interest is difficult to define, yet many people think they know it when they see it. Conflict of interest is difficult to define, yet many people think they know it when they see it. The legal definition of conflict of interest, usually set out in state laws governing nonprofit corporations, is very specific and covers relatively few situations. The legal definition of conflict of interest, usually set out in state laws governing nonprofit corporations, is very specific and covers relatively few situations. Most conflicts fall into a gray area where ethics and public perception are more relevant than statutes or precedents. Most conflicts fall into a gray area where ethics and public perception are more relevant than statutes or precedents.

47. Board Member Responsibilities Conflict of interest arises whenever the personal or professional interests of a board member are potentially at odds with the best interests of the nonprofit. Such conflicts are common: A board member performs professional services for an organization, or proposes that a relative or friend be considered for a staff position. Conflict of interest arises whenever the personal or professional interests of a board member are potentially at odds with the best interests of the nonprofit. Such conflicts are common: A board member performs professional services for an organization, or proposes that a relative or friend be considered for a staff position. Such transactions are perfectly acceptable if they benefit the organization and if the board made the decisions in an objective and informed manner. Even if they do not meet these standards, such transactions are usually not illegal. They are, however, vulnerable to legal challenges and public misunderstanding. Such transactions are perfectly acceptable if they benefit the organization and if the board made the decisions in an objective and informed manner. Even if they do not meet these standards, such transactions are usually not illegal. They are, however, vulnerable to legal challenges and public misunderstanding.

48. Board Member Responsibilities Conflict of interest Conflict of interest Loss of public confidence and a damaged reputation are the most likely results of a poorly managed conflict of interest. Because public confidence is important to most nonprofits, boards should take steps to avoid even the appearance of impropriety. These steps may include: Loss of public confidence and a damaged reputation are the most likely results of a poorly managed conflict of interest. Because public confidence is important to most nonprofits, boards should take steps to avoid even the appearance of impropriety. These steps may include:

49. Board Member Responsibilities Adopting a conflict-of-interest policy that prohibits or limits business transactions with board members and requires board members to disclose potential conflicts. Adopting a conflict-of-interest policy that prohibits or limits business transactions with board members and requires board members to disclose potential conflicts. Disclosing conflicts when they occur so that board members who are voting on a decision are aware that another member’s interests are being affected. Disclosing conflicts when they occur so that board members who are voting on a decision are aware that another member’s interests are being affected. Requiring board members to withdraw from decisions that present a potential conflict. Requiring board members to withdraw from decisions that present a potential conflict. Establishing procedures, such as competitive bids, that ensure that the organization is receiving fair value in the transaction. Establishing procedures, such as competitive bids, that ensure that the organization is receiving fair value in the transaction.

50. Board Member Responsibilities Individual authority Individual authority Individual Board members act collectively as the governing body. No member of the Board shall have the authority to act in the name of the Board unless so authorized by a specific motion of the Board. Individual Board members act collectively as the governing body. No member of the Board shall have the authority to act in the name of the Board unless so authorized by a specific motion of the Board.

51. Board Member Responsibilities Individual authority Individual authority A Board member has the right to express personal opinions. When expressing such opinions in public, the Board member must clearly identify the opinions as his/her own. (keep loyalty in mind) A Board member has the right to express personal opinions. When expressing such opinions in public, the Board member must clearly identify the opinions as his/her own. (keep loyalty in mind) Members of the Board should adhere to the following in carrying out the responsibilities of Board membership: Members of the Board should adhere to the following in carrying out the responsibilities of Board membership:

52. Board Member Responsibilities Individual authority Individual authority Board members as individuals should not exercise authority over the organization, its property, or its employees. Board members as individuals should not exercise authority over the organization, its property, or its employees. Except for appropriate duties and functions of the Board President, an individual member may act on behalf of the Board only with the express authorization of the Board. Except for appropriate duties and functions of the Board President, an individual member may act on behalf of the Board only with the express authorization of the Board.

53. Board Member Responsibilities Conduct Conduct The Board should expect of itself and its members ethical and business-like conduct. This commitment includes proper use of authority and appropriate decorum in group and individual behavior when acting as Board members. The Board should expect of itself and its members ethical and business-like conduct. This commitment includes proper use of authority and appropriate decorum in group and individual behavior when acting as Board members. Board members must represent, with unconflicted loyalty, the interests of the membership. Board members must represent, with unconflicted loyalty, the interests of the membership. This accountability should supersede any conflicting loyalty such as that to other groups and membership on other Boards or staffs. This accountability should supersede any conflicting loyalty such as that to other groups and membership on other Boards or staffs. This accountability supersedes the personal interests of any Board member acting as an individual consumer of the organizations services. This accountability supersedes the personal interests of any Board member acting as an individual consumer of the organizations services.

54. Board Member Responsibilities Conduct Conduct Board members must avoid any conflict of interest with respect to their fiduciary responsibility. Board members must avoid any conflict of interest with respect to their fiduciary responsibility. There should be no self-dealing or any conduct of private business or personal services between any Board members and the organization except as procedurally controlled to assure openness, competitive opportunity, and equal access to "inside" information. There should be no self-dealing or any conduct of private business or personal services between any Board members and the organization except as procedurally controlled to assure openness, competitive opportunity, and equal access to "inside" information.

55. Board Member Responsibilities Conduct Conduct Board members should not use their positions to obtain for themselves, family members, or close associates, employment within the organization. Board members should not use their positions to obtain for themselves, family members, or close associates, employment within the organization. Should a Board member be considered for employment by the organization, he or she should temporarily withdraw from Board deliberations, voting, and access to applicable Board information. Should a Board member be considered for employment by the organization, he or she should temporarily withdraw from Board deliberations, voting, and access to applicable Board information. Board members and members at large should not attempt to exercise individual authority over the organization or staff except as explicitly set forth in Board policies. Board members and members at large should not attempt to exercise individual authority over the organization or staff except as explicitly set forth in Board policies.

56. Board Member Responsibilities Meeting preparation Meeting preparation When will the board meet? How long are the meetings? Be clear about your planning needs and preferences so that they can be considered along with the schedules of others.

57. Board Member Responsibilities Active participation Active participation A director who is present at a meeting when an action is approved by the entire board is presumed to have agreed to the action unless the director objects to the meeting because it was not lawfully called or convened and doesn't participate in the meeting, or unless the director votes against the action or is prohibited from voting on the action because of a conflict of interest. A director who is present at a meeting when an action is approved by the entire board is presumed to have agreed to the action unless the director objects to the meeting because it was not lawfully called or convened and doesn't participate in the meeting, or unless the director votes against the action or is prohibited from voting on the action because of a conflict of interest.

58. Board Member Responsibilities Active participation Active participation Be on time and on topic Be on time and on topic Avoid interrupting the meeting with cellular phones, pagers, and early departures Avoid interrupting the meeting with cellular phones, pagers, and early departures Actively participate in the meeting by listening attentively, keeping an open mind, and offering meaningful input Actively participate in the meeting by listening attentively, keeping an open mind, and offering meaningful input Encourage participation of others, respect their views Encourage participation of others, respect their views Maintain a positive, solution focused approach Maintain a positive, solution focused approach Volunteer to take on responsibility in areas where you can contribute Volunteer to take on responsibility in areas where you can contribute

59. Board Member Responsibilities Active participation Active participation Each board member has the responsibility to help the Board Chair/Director run a smooth meeting Each board member has the responsibility to help the Board Chair/Director run a smooth meeting Your active participation makes this happen Your active participation makes this happen

60. Board Member Responsibilities Board and staff relations Board and staff relations "No single relationship in the organization is as important as that between the board and its chief executive officer. Probably no single relationship is as easily misconstrued or has such dire potential consequences. That relationship, well conceived, can set the stage for effective governance and management." John Carver, Boards that Make a Difference, 1990. "No single relationship in the organization is as important as that between the board and its chief executive officer. Probably no single relationship is as easily misconstrued or has such dire potential consequences. That relationship, well conceived, can set the stage for effective governance and management." John Carver, Boards that Make a Difference, 1990.

61. Board Member Responsibilities Board and staff relations Board and staff relations As a general rule of thumb, it is said that in a nonprofit organization, boards primarily govern and staff primarily manages. This means that a board provides counsel to management and should not get involved in the day-to-day affairs of the organization. As a general rule of thumb, it is said that in a nonprofit organization, boards primarily govern and staff primarily manages. This means that a board provides counsel to management and should not get involved in the day-to-day affairs of the organization.

62. Board Member Responsibilities Board and staff relations Board and staff relations In order for this rule to work effectively, each party in this relationship needs to understand its own responsibilities and those that fall in the other's purview. In order for this rule to work effectively, each party in this relationship needs to understand its own responsibilities and those that fall in the other's purview. The way in which the board and staff conduct their business needs to reflect this understanding. The way in which the board and staff conduct their business needs to reflect this understanding. Clear expectations for the board and the director need to be established and maintained, because a board that is overly active in management can inhibit the organization's effectiveness. Clear expectations for the board and the director need to be established and maintained, because a board that is overly active in management can inhibit the organization's effectiveness.

63. Board Member Responsibilities A nonprofit's Board of Directors has very specific duties that are distinct from those of the Executive Director. A nonprofit's Board of Directors has very specific duties that are distinct from those of the Executive Director. Directors have fiduciary responsibilities, and they are required to act within their authority primarily for the organization's benefit. Directors have fiduciary responsibilities, and they are required to act within their authority primarily for the organization's benefit. Directors do not have power or authority individually. A board's decision-making ability lies in its group structure. Directors do not have power or authority individually. A board's decision-making ability lies in its group structure. At times an individual board member may become extensively involved with one particular program and be working with staff. This is usually temporary and information regarding that board member’s participation should be relayed regularly to the full board. At times an individual board member may become extensively involved with one particular program and be working with staff. This is usually temporary and information regarding that board member’s participation should be relayed regularly to the full board.

64. Board Member Responsibilities Nonprofit boards generally have the duties of selecting and working with the executive director, amending bylaws, approving the annual budget, long-term strategic plans, and ensuring its own succession. Nonprofit boards generally have the duties of selecting and working with the executive director, amending bylaws, approving the annual budget, long-term strategic plans, and ensuring its own succession. The board often establishes committees to accomplish its activities, including financial, personnel, fundraising and planning functions. Through such committees, the board assists management in policy formation and strategic planning. The board often establishes committees to accomplish its activities, including financial, personnel, fundraising and planning functions. Through such committees, the board assists management in policy formation and strategic planning. While nonprofit staff may conceive, develop, and implement the organization's plan, the board will often monitor the process and provide counsel. While nonprofit staff may conceive, develop, and implement the organization's plan, the board will often monitor the process and provide counsel.

65. Board Member Responsibilities Ultimately, the ideas and actions of the Executive Director, perhaps more than the will of the board, will influence the nature of the dynamic that characterizes this important relationship. Because it falls to the Executive Director to help determine which issues the board will address and to assemble the information that shapes the discussion, this individual can guide the board towards a true governance role. Ultimately, the ideas and actions of the Executive Director, perhaps more than the will of the board, will influence the nature of the dynamic that characterizes this important relationship. Because it falls to the Executive Director to help determine which issues the board will address and to assemble the information that shapes the discussion, this individual can guide the board towards a true governance role.

66. Board Member Responsibilities The following are specific methods that the Executive Director can take to help the board govern more and manage less: The following are specific methods that the Executive Director can take to help the board govern more and manage less: Use a comprehensive strategic plan that has been developed in conjunction with the board, and supplement it with regular progress reports. This can be a useful tool for the board as it develops its own annual work plans, and will keep the board's sights focused on the long term goals and mission of the organization. Use a comprehensive strategic plan that has been developed in conjunction with the board, and supplement it with regular progress reports. This can be a useful tool for the board as it develops its own annual work plans, and will keep the board's sights focused on the long term goals and mission of the organization. Regular reports based on this plan will keep board members appraised of progress toward organizational goals, and provide part of the basis for evaluation of the executive director. Regular reports based on this plan will keep board members appraised of progress toward organizational goals, and provide part of the basis for evaluation of the executive director.

67. Board Member Responsibilities Provide the board with relevant materials before board meetings, and explain why the materials are coming to the attention of the board. Let board members know how specific agenda items relate to the organization's larger mission, and what kind of action or discussion is desired of the board on each item. Provide the board with relevant materials before board meetings, and explain why the materials are coming to the attention of the board. Let board members know how specific agenda items relate to the organization's larger mission, and what kind of action or discussion is desired of the board on each item. Facilitate board and board committee discussions so that the board stays focused on the larger issues. Refer to set policies that define the limits of the board's decision-making power, and strive to engage the board in a dialogue among themselves that leads to consensus-building. Facilitate board and board committee discussions so that the board stays focused on the larger issues. Refer to set policies that define the limits of the board's decision-making power, and strive to engage the board in a dialogue among themselves that leads to consensus-building.

68. Board Member Responsibilities Confidentiality Confidentiality Associations and non-profits Board members often acquire, maintain, and use confidential information such as: information from self-regulatory programs (e.g. education, standards, certification, or codes); a member’s economic information, information collected in surveys or reporting; legal counsel opinions; employment and compensation information; trade secrets arising from association undertakings or those of partners or suppliers; and other confidential discussions of the Board. The personal information of employees, members and donors is also increasingly protected by privacy legislation. Associations and non-profits Board members often acquire, maintain, and use confidential information such as: information from self-regulatory programs (e.g. education, standards, certification, or codes); a member’s economic information, information collected in surveys or reporting; legal counsel opinions; employment and compensation information; trade secrets arising from association undertakings or those of partners or suppliers; and other confidential discussions of the Board. The personal information of employees, members and donors is also increasingly protected by privacy legislation.

69. Board Member Responsibilities Confidentiality Confidentiality Confidentiality may be necessary for the best interests of the association or because disclosure of the information could cause injury to individuals or other organizations. The need for confidentiality exists when information is designated as “confidential” (e.g. stamped or announced). Confidentiality may be necessary for the best interests of the association or because disclosure of the information could cause injury to individuals or other organizations. The need for confidentiality exists when information is designated as “confidential” (e.g. stamped or announced). It also applies where the need for confidentiality is obvious or evident (nature of the material or context of the situation), or required by applicable law, even though the information is not specifically designated as confidential. It also applies where the need for confidentiality is obvious or evident (nature of the material or context of the situation), or required by applicable law, even though the information is not specifically designated as confidential.

70. Board Member Responsibilities Responsibilities to Maintain Confidentiality Responsibilities to Maintain Confidentiality It is not up to the individual to determine what is and is not confidential. If the organization considers and treats information as confidential, then Board members, staff and volunteers must respect that need for confidentiality. As well, individuals are not permitted to overrule or disregard their duty to maintain confidentiality.

71. Board Member Responsibilities Board members, volunteers and staff are legally required to keep certain association information confidential. This legal obligation exists even though Board members and volunteers may not be paid, and employees may not have signed any contracts or other documents related to confidentiality. Board members have been placed in a position of trust, and it is their fiduciary responsibility to honor the association’s need to keep certain information confidential. Board members, volunteers and staff are legally required to keep certain association information confidential. This legal obligation exists even though Board members and volunteers may not be paid, and employees may not have signed any contracts or other documents related to confidentiality. Board members have been placed in a position of trust, and it is their fiduciary responsibility to honor the association’s need to keep certain information confidential.

72. Board Member Responsibilities Confidentiality Confidentiality A Board member, volunteer or employee, who discloses confidential information, could impose liability on the association if the organization was legally required to maintain confidentiality. A Board member, volunteer or employee, who discloses confidential information, could impose liability on the association if the organization was legally required to maintain confidentiality. The Board member, volunteer or employee may also face personal liability as a result of disclosing confidential information. The Board member, volunteer or employee may also face personal liability as a result of disclosing confidential information.

73. Board Member Responsibilities Tips for Maintaining Confidentiality Tips for Maintaining Confidentiality Train and educate Board members, staff and volunteers who have access to confidential information about their responsibilities. Train and educate Board members, staff and volunteers who have access to confidential information about their responsibilities. Carefully preserve the confidentiality of any information that is designated “confidential” or appears to be of a confidential nature. Carefully preserve the confidentiality of any information that is designated “confidential” or appears to be of a confidential nature.

74. Board Member Responsibilities Confidentiality Confidentiality While the “need to know” approach may seem to be overkill, it is a good practice to restrict confidential information to those who need it. Do not disclose confidential information (even within the organization) to anyone who does not need to have the information. While the “need to know” approach may seem to be overkill, it is a good practice to restrict confidential information to those who need it. Do not disclose confidential information (even within the organization) to anyone who does not need to have the information. Set policies regarding confidentiality so the expectations and responsibilities are defined and the designation of confidentiality is not used to restrict membership rights or for political purposes. Set policies regarding confidentiality so the expectations and responsibilities are defined and the designation of confidentiality is not used to restrict membership rights or for political purposes.

75. Board Member Responsibilities Confidentiality Confidentiality Always designate information as “confidential” if there is an expectation that it be maintained as such by Board members, staff, or volunteers. Always designate information as “confidential” if there is an expectation that it be maintained as such by Board members, staff, or volunteers. Encourage Board members, staff, or volunteers who are uncertain whether information is confidential, or how the organization sets confidentiality, to ask questions before disclosing anything. Encourage Board members, staff, or volunteers who are uncertain whether information is confidential, or how the organization sets confidentiality, to ask questions before disclosing anything. What types of information do you deal with that are confidential? Do you have set policies on confidentiality? How do you know if information is confidential?

76. Board Member Responsibilities Image Image People are constantly observing your behavior and forming theories about your competence, character, and commitment. Tone of voice can also frame others' theories about who you are and what you can accomplish. People are constantly observing your behavior and forming theories about your competence, character, and commitment. Tone of voice can also frame others' theories about who you are and what you can accomplish. Most people want to be described as technically competent, socially skilled, of strong character and integrity, and committed to their work, team, and company. Research shows that the most favorably regarded traits are trustworthiness, caring, humility, and capability. Most people want to be described as technically competent, socially skilled, of strong character and integrity, and committed to their work, team, and company. Research shows that the most favorably regarded traits are trustworthiness, caring, humility, and capability.

77. Board Member Responsibilities Image Image Ask yourself the question: What do I want my key constituents to say about me when I'm not in the room? This description is your desired professional image. Ask yourself the question: What do I want my key constituents to say about me when I'm not in the room? This description is your desired professional image. Likewise, you might ask yourself the question: What am I concerned that my key constituents might say about me when I'm not in the room? The answer to this question represents your undesired professional image. Likewise, you might ask yourself the question: What am I concerned that my key constituents might say about me when I'm not in the room? The answer to this question represents your undesired professional image.

78. Board Member Responsibilities Image Image You can never know exactly what people think about you or how they would describe you when you aren't in the room. You can, however, draw inferences about your current professional image based on your interpersonal interactions. You can never know exactly what people think about you or how they would describe you when you aren't in the room. You can, however, draw inferences about your current professional image based on your interpersonal interactions. People might give you direct feedback about your persona that tells you what they think about your level of competence, character, and commitment. People might give you direct feedback about your persona that tells you what they think about your level of competence, character, and commitment. You might receive indirect signals about your image through job assignments, referrals, and recommendations. Taken together, these direct and indirect signals shape your perceived professional image. You might receive indirect signals about your image through job assignments, referrals, and recommendations. Taken together, these direct and indirect signals shape your perceived professional image.

79. Board Member Responsibilities Image Image Three brick layers were asked what they were doing. One said, “I’m laying bricks.” The second replied, “I’m building a wall.” The third stated, “I’m constructing a temple.” Three brick layers were asked what they were doing. One said, “I’m laying bricks.” The second replied, “I’m building a wall.” The third stated, “I’m constructing a temple.” What do you think your perceived professional image ‘should be’? What do you think it really is? If there are differences, what can you do about it?

80. Board Member Responsibilities Image Image Besides being responsible for your professional/personal image, as board members you are responsible for the image of your organization/community. Besides being responsible for your professional/personal image, as board members you are responsible for the image of your organization/community. One way to describe a good Board member is "steward and cheerleader." As stewards, board members guard the organization’s human, physical, and financial resources. One way to describe a good Board member is "steward and cheerleader." As stewards, board members guard the organization’s human, physical, and financial resources. As cheerleaders, they embrace the organization’s mission, promote the organization in the larger community, and support development efforts. As cheerleaders, they embrace the organization’s mission, promote the organization in the larger community, and support development efforts.

81. Board Member Responsibilities Board members must also be visionaries. They must see their organization’s current reality with clarity; deeply understand its mission and potential; and think toward the future. Board members must also be visionaries. They must see their organization’s current reality with clarity; deeply understand its mission and potential; and think toward the future. They must try to see the organization as a whole and understand it in a larger context. In a way, board members are more focused on how the organization could serve their grandchildren than on how it serves their own children today. They must try to see the organization as a whole and understand it in a larger context. In a way, board members are more focused on how the organization could serve their grandchildren than on how it serves their own children today.

82. Board Member Responsibilities How well do you ‘cheerlead’ for your community/organization? How well do you ‘cheerlead’ for your community/organization? How easy/difficult is it to stay positive? How easy/difficult is it to stay positive? How do you focus on the accomplishments of your community? How do you focus on the accomplishments of your community? How aggressive do you want to be at building a future for your grandchildren? How aggressive do you want to be at building a future for your grandchildren? What is it going to take to make your community a place where your grandchildren WANT to be? What is it going to take to make your community a place where your grandchildren WANT to be?

83. Planning for Succession Who will be here to take your place? Who will be here to take your place? “We get so totally tied up in today’s needs, that we don’t reserve a realistic part of our resources for developing the talent and dedication necessary to carry and expand efforts tomorrow.” Brian O’Connell “We get so totally tied up in today’s needs, that we don’t reserve a realistic part of our resources for developing the talent and dedication necessary to carry and expand efforts tomorrow.” Brian O’Connell

84. Planning for Succession “Planning for the succession and diversity of the board” is one of the non-profit board’s main responsibilities, as outlined by the Panel on Accountability and Governance in the Voluntary Sector. “Planning for the succession and diversity of the board” is one of the non-profit board’s main responsibilities, as outlined by the Panel on Accountability and Governance in the Voluntary Sector. The future of your organization and its board depends upon the work your board does today to recruit and develop new leadership and to ensure its membership is characteristic of the broader community. The future of your organization and its board depends upon the work your board does today to recruit and develop new leadership and to ensure its membership is characteristic of the broader community.

85. Planning for Succession Effective stewardship requires the current board to prepare the way for the future board. Effective stewardship requires the current board to prepare the way for the future board. It is the board’s responsibility to ensure that the organization is left in the hands of capable leaders, including leaders who are representative of the organizations’ constituencies. It is the board’s responsibility to ensure that the organization is left in the hands of capable leaders, including leaders who are representative of the organizations’ constituencies. The long term viability and strength of your organization will expand as your board fulfills its duty to plan for its succession and to address diversity issues. The long term viability and strength of your organization will expand as your board fulfills its duty to plan for its succession and to address diversity issues.

86. Planning for Succession How can your board ensure that the organization will inherit the leadership that it requires? How can your board ensure that the organization will inherit the leadership that it requires? A nominating committee or board development committee should have the responsibility for developing and executing a succession plan. A nominating committee or board development committee should have the responsibility for developing and executing a succession plan. The committee should determine what qualities it requires in the next year’s board members, considering: The committee should determine what qualities it requires in the next year’s board members, considering: The profile of the current board’s composition The profile of the current board’s composition The gaps in skills, knowledge, and representation that will exist upon the completion of current members’ terms The gaps in skills, knowledge, and representation that will exist upon the completion of current members’ terms Special skills or qualities that will be required to achieve the organization’s strategic plan and goals Special skills or qualities that will be required to achieve the organization’s strategic plan and goals

87. Planning for Succession The committee ought to search broadly for prospective members that meet the criteria it has established. It could consider personal contacts and suggestions from within the organization, and it could actively recruit and advertise externally. The committee ought to search broadly for prospective members that meet the criteria it has established. It could consider personal contacts and suggestions from within the organization, and it could actively recruit and advertise externally. The committee should meet with prospective candidates to provide information to them regarding the responsibility they are being asked to take on, to answer their questions, and to thoroughly research their background, goals, and interests. The committee should meet with prospective candidates to provide information to them regarding the responsibility they are being asked to take on, to answer their questions, and to thoroughly research their background, goals, and interests.

88. Planning for Succession Nominees ought to consist of candidates whose qualifications and goals complement the organization’s needs and opportunities. Nominees ought to consist of candidates whose qualifications and goals complement the organization’s needs and opportunities. The organization could provide opportunities for “grooming” prospective board members and officers. For example, potential future leaders could be invited to serve on a committee or in other volunteer capacities. The organization could provide opportunities for “grooming” prospective board members and officers. For example, potential future leaders could be invited to serve on a committee or in other volunteer capacities. Budding leaders should be encouraged to take on a variety of roles and increasingly responsible assignments. Budding leaders should be encouraged to take on a variety of roles and increasingly responsible assignments.

89. Planning for Succession The board should provide thorough orientation, ongoing development activities, and recognition for all of its board members. The board should provide thorough orientation, ongoing development activities, and recognition for all of its board members. The board should have an evaluation process in place whereby members who have not fulfilled their responsibilities can be identified and either supported to improve their performance, or asked to resign. The board should have an evaluation process in place whereby members who have not fulfilled their responsibilities can be identified and either supported to improve their performance, or asked to resign.

90. Planning for Succession Where will you find your successors? How will you recruit and ‘groom’ your successors?

91. Summing up By now the role and responsibilities of a Board member should be clear. Only you can decide if you can truly fill the role and shoulder the responsibility.

92. Wishing you enjoyment & success—from the staff of TrainND Northeast

93. References Mentoring Canada, Fundamentals of Effective Board Involvement, http://www.mentoringcanada.ca/training/Boards.html Mentoring Canada, Fundamentals of Effective Board Involvement, http://www.mentoringcanada.ca/training/Boards.html http://www.mentoringcanada.ca/training/Boards.html Board Development Training – Alberta Community Development Board Development Training – Alberta Community Development W. Norman Gustafson“Board Meeting Simulation- Establishing Leadership Perspective” University Associates, 2006 W. Norman Gustafson“Board Meeting Simulation- Establishing Leadership Perspective” University Associates, 2006 Gerald P. Buccino Turnardound Management Association, 2003 Gerald P. Buccino Turnardound Management Association, 2003