1. Why Boards? 1 Board’s exist to “govern” the organization. Governance is the process and structure that an organization uses to direct and manage its general operations and program activities Good Governance is achieving the right results and achieving them in the right way (1) (1)Terrance S. Carter, B.A., LL.B. Carter Law

2. Trends in Not-For-Profit Boards FromTo Enjoying the public trustHaving to be accountable Large Board to ensure involvementDownsizing to ensure effectiveness Recruiting based on personal relationships or strong emotional commitment to the cause Recruiting selectively, based on skills and influence as they relate to the organization’s strategy Orienting new board members informally Holding formal orientations Receiving and reviewing vast amounts of information Receiving targeted and strategic information related to key issues 2 (Cont’d )

3. Trends in Not-For-Profit Boards FromTo Preparing Agendas that reflect immediate past activities Preparing highly structured Agendas to address key organizational strategies Making decision as as a committee of the whole Organizing effective “board committees” to recommend policy to the board Providing financial oversight with a small closed group Sharing relevant financial information with the entire board Serving for unspecified termsHaving and respecting term limits Informally and irregularly assessing the performance of the executive director Regular reviews of the chief executive’s performance as it relates to the organization’s stated goals and objectives 3 (Adapted from “Board Basics” United Way/Centraide Canada)

4. Life cycle of a not-for-profit Board Stages 1. Working / Administrative Board 2. Policy Making Board 3. Policy Governance Board Adapted from “Board Basics” United Way/Centraide Canada

5. Board Characteristics Working/Administrative Board Role:Volunteering Style:Informal Composition:Less professional – more hands on Less focus on board diversity Focus:Organizing, Building organization 5 Adapted from “Board Basics” United Way/Centraide Canada

6. Board Characteristics Policy Making Board Role:Governance, Planning, Supervising finances, some Volunteering Style:More Formal Composition:More Professional More focus on diversity Focus:Governance, Effectiveness 6 Adapted from “Board Basics” United Way/Centraide Canada

7. Board Characteristics Policy Governance Board Role:Governance, Fundraising Style:Relatively Formal Composition:More Professional More focus on Board diversity Focus:Governance Access to contacts and donors 7 Adapted from “Board Basics” United Way/Centraide Canada

8. 10 Basis Responsibilities of Not-For-Profit Boards 1) Create / Confirm organization’s mission & vision 2) Select qualified leader for organization 3) Actively participate in business planning & monitoring 4) Provide financial oversight 5) Ensure adequate resources -Raise funds/Provide contacts 6) Enhance organization’s profile & garner community support 7) Monitor effectiveness of organization’s programs/services 8) Ensure legal standards & ethical norms 9) Support leader of organization & monitor performance 10) Recruit new board members & assess board performance 8 Richard T. Ingram, BoardSource 2009

9. 9 Many boards don’t bother Often easier to focus on operations Lots of Work Needs a plan/calendar Needs to be tracked Needs to be evaluated

10. Staff & Program Volunteers Board Governance Volunteers CEO Chair Accountability Vision / Mission Volunteer~Staff Partners Team 1 and Team 2 “Coaches” Leadership Resource Group - 2010

11. Exec Dir Chair Bookkeeper Treasurer Vice Chair Secretary Director Inspector Agent Office Mgr Adoption Counselor Animal Care Humane Ed Vision, Mission, Strategic Position, Direction? Accountability for Results? Communication? Animal Control

12. Who’s the coach? Team owners can certainly call the football plays on the field, but it’s hard to hold the coach accountable for the results. 12

13. Rule #1 The board gets to make the rules! But … who likes to play a game where the rules get made up as you go along? Declare/document the rules up front ~ “Policy”

14. ED/CEO’s Responsibility Area CHAIR’s Responsibility Area Results and Priorities Board Process Board ~ E.D. Relationship Executive Limitations Instructive to E.D.Board’s own “Means” Categories of Board Policy Boards That Make a Difference John Carver - 2006

15. Layers of Policy – Outside - In

16. What do we worry about? What keeps us awake at night? Can we define it? Can we create policies to prevent it or make us aware. Policies

17. Executive Limitations Treatment of Consumers Treatment of Staff Financial Planning & Budgeting Financial Condition Emergency CEO Succession Asset Protection Compensation & Benefits Communication & Support to the Board 17

18. Governance Process Global Governance Policy Governing Style Board Job Description Agenda Planning Chief Governance Officer (Chair/President) Role Board Secretary’s role Board Members’ Code of Conduct Board Committee Principles Cost of Governance 18

19. Strategic Positioning & Planning 19

20. “Cheshire Puss,” she began… “Would you tell me, please, which way I ought to walk from here ? “That depends a good deal on where you want to get to said the Cat.” “I don’t much care where …“ said Alice. “Then it doesn’t matter which way you walk,” said the Cat. “ … so long as I get somewhere,” Alice added as an explanation. “Oh you’re sure to do that,” said the Cat, “if only you walk long enough.

21. Strategy Organizational Structure Resources Mission Vision POINTS OF CONTROL

22. What Questions ? Resources Google Jossey-Bass (Welcome to …) Industry Canada – Web United Way of Canada BoardSource Carver Carter Law Non-Profit Strategic Positioning 22